Board of Directors : Shri Sukhraj A. Singhvi...2. To appoint a Director in place of Shri Sukhraj A...

GANDHIDHAM SPINNING & MANUFACTURING CO. LTD. 51ST ANNUAL REPORT

Board of Directors : 1. Shri Sukhraj A. Singhvi DIN: 00246136

2. Shri Parasmal M. Jain

DIN: 00486508 3. Shri Pradeep P. Jain

DIN: 00486523

4. Shri Haresh K. Notani DIN: 02775934

5. Shri Mukesh K. Chaudhary

DIN: 02775378

Auditors : Messer’s Khimji Kunverji & Co. Office No. 1,2,16 & 17, 1st Floor, Neelam Complex, Plot No. 298, Ward 12-B, Near Grain Seeds & Oil Merc. Association Bldg., Opp. C.G. High School, Gandhidham – Kutch 370 201 (Gujarat)

Bankers : State Bank of India Gandhidham Co-op. Bank Ltd.

Registered Office : Spinning Mill Building Adipur –Kutch, 370 205 (Gujarat)


N O T I C E Notice is hereby given that the 51st Annual General Meeting of the Share Holders of Gandhidham Spinning & Manufacturing Company Ltd. will be held on Friday the 12th September 2014 at 04.00 P.M., at Spinning Mill Building, Adipur, Dist. Kutch, Gujarat to transact the following business:

Ordinary Business:

1. To receive, consider and adopt the Statement of Profit and Loss for the year ended 31st March, 2014, the Balance Sheet as at that date and the Reports of the Directors and Auditors thereon.

2. To appoint a Director in place of Shri Sukhraj A Singhvi (holding DIN 00246136), who

retires by rotation and being eligible, offers himself for re-appointment.

3. To appoint a Director in place of Shri Pradeep P. Jain (holding DIN 00486523), who retires by rotation and being eligible, offers himself for re-appointment.

4. To appoint M/s. Khimji Kunverji & Co. Gandhidham the retiring Auditors, as Auditors

of the company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting and to fix, their remuneration.

Special Business:

5. To consider and if thought fit, to pass with or without modification(s), the following

resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 160 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013, Mr. Mukesh Kumar Chaudhary (holding DIN 02775378), Director of the Company and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for five consecutive years from the conclusion of this Annual General Meeting, not liable to retire by rotation.”

6. To consider and if thought fit, to pass with or without modification(s), the following

resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 160 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013, Mr. Haresh Kodumal Notani (holding DIN 02775934), Director of the Company and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for five consecutive years from the conclusion of this Annual General Meeting, not liable to retire by rotation.”

7. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to Section 180(1)(c) and any other applicable provisions of

the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and the Articles of Association of the Company, the consent of the members of the Company be and is hereby


accorded to the Board of Directors for borrowing from time to time, at their discretion, for the purpose of the business of the Company, any sum or sums of money which together with moneys already borrowed by the Company (apart from the temporary loans obtained or to be obtained from the Company's bankers in the ordinary course of business) may exceed at any time, the aggregate of the Paid-up capital of the Company and its free reserves, that is to say reserves not set apart for any specific purpose, provided that the total amount so borrowed by the Board shall not at any time exceed the limit of Rs. 50 Crores (Rupees Fifty Crores only) and that the Board of Directors be and are hereby empowered and authorized to arrange or fix the terms and conditions of all such monies to be borrowed from time to time as to interest, repayment, security or otherwise as it may think fit. "RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board and/or its duly constituted Committee be and are hereby authorized to finalize, settle and execute such documents / deeds / writings / papers /agreements as may be required anddo all such acts, deeds, matters and things, as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise to give effect to this resolution and its decision shall be final and binding.”

On behalf of Board of Directors

Sukhraj A. Singhvi Parasmal M. Jain Director Director

DIN: 00246136 DIN: 00486508 Place: Adipur-Kutch Date: 30th July 2014 Registered Office: Spinning Mill Building P.O.: Adipur (Kutch) – 370 205. Gujarat State


Notes:

a. An Explanatory Statement pursuant to Section 102(2) of the Companies Act, 2013, relating to the Special Business in respect of item no. 5 to 7 mentioned above is annexed hereto.

b. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself / herself and a proxy need not be a member of the Company. The proxy, in order to be effective, must be deposited at the registered office of the company not less than 48 hours before the commencement of the meeting. A person can act as proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. Provided that a member holding more than ten percent, of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder

c. Members / Proxies should bring the Attendance Slip sent herewith duly filled in for attending the Meeting.

d. The Company’s Register of members and share transfer books of the company will remain closed from the date 4th September 2014 to 11th September 2014 (both days inclusive).

e. All documents referred to in the Notice and Explanatory Statement are open for inspection at the Registered Office during office hours between 11.00 a.m. to 1.00 p.m. on all days except Saturdays, Sundays and Public Holidays upto the date of the Annual General Meeting.

f. Members are requested to notify changes of address, if any, to the Company.

g. NRI shareholders are requested to immediately inform (a) change in their residential status on return to India for permanent settlement and (b) particulars of NRE Account, if not furnished earlier.

h. If members have more than one folio with the Company in identical order of names, the fact should be intimated to the Company for consolidation into one folio. If further shares are bought by the members, folio number(s) should be mentioned in the forwarding letters to avoid creation of multiple folios.


EXPLANATORY STATEMENTS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 IN RESPECT OF ITEM NO. 5 TO 7: The following Explanatory Statements sets out all material facts relating to the Special Business mentioned in the accompanying notice: ITEM NO. 5 Mr. Mukesh Kumar Chaudhary is an Independent Director of the Company. He joined the Board of Directors of the Company in September, 2004. In terms of Section 149 and any other applicable provisions of the Companies Act, 2013, Mr. Mukesh Kumar Chaudhary being eligible and offering himself for appointment, is proposed to be appointed as an Independent Director for five consecutive years from the conclusion of this Annual General Meeting. A notice has been received from a member proposing Mr. Mukesh Kumar Chaudhary as a candidate for the office of Director of the Company. In the opinion of the Board, Mr. Mukesh Kumar Chaudhary fulfill the conditions specified in the Companies Act, 2013 and rules made thereunder for his appointment as an Independent Director of the Company and is Independent of the Management. The requisite consent has also been received from Mr. Mukesh Kumar Chaudhary. Copy of the draft letter for appointment of Mr. Mukesh Kumar Chaudhary as an Independent Director setting out the terms and conditions would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours on any working day, excluding Saturday. The Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mr. Mukesh Kumar Chaudhary as an Independent Director. Accordingly, the Board recommends the resolution in relation to appointment of Mr. Mukesh Kumar Chaudhary as an Independent Director, not liable to retire by rotation, for the approval by the shareholders of the Company. Except Mr.Mukesh Kumar Chaudhary, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financial or otherwise, in the resolution set out at Item No. 5. ITEM NO. 6 Mr. Haresh Kodumal Notani is an Independent Director of the Company. He joined the Board of Directors of the Company in September, 2004. In terms of Section 149 and any other applicable provisions of the Companies Act, 2013, Mr. Haresh Kodumal Notani being eligible and offering himself for appointment, is proposed to be appointed as an Independent Director for five consecutive years from the conclusion of this Annual General Meeting. A notice has been received from a member proposing Mr. Haresh Kodumal Notani as a candidate for the office of Director of the Company. In the opinion of the Board, Mr. Haresh Kodumal Notani fulfill the conditions specified in the Companies Act, 2013 and rules made thereunder for his appointment as an Independent Director of the Company and is Independent of the Management. The requisite consent has also been received from Mr. Haresh Kodumal Notani. Copy of the draft letter for appointment of Mr. Haresh Kodumal Notani as an Independent Director setting out the terms and conditions would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours on any working day, excluding Saturday. The Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mr. Haresh Kodumal Notani as an Independent Director. Accordingly, the Board recommends the resolution in relation to appointment of Mr.


Haresh Kodumal Notani as an Independent Director, not liable to retire by rotation, for the approval by the shareholders of the Company. Except Mr. Haresh Kodumal Notani, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financial or otherwise, in the resolution set out at Item No. 6. ITEM NO. 7 In terms of Section 180(1)(c) of the Companies Act, 2013 requires that the Board of Directors shall not borrow money in excess of the aggregate of company’s paid up share capital and free reserves, apart from temporary loans obtained from the company’s bankers in the ordinary course of business, except with the consent of the shareholders accorded by way of a special resolution. It is therefore necessary that the members pass a Special Resolution under section 180(1)(c) and other applicable provisions of the Companies Act 2013 to enable the Board of Directors to borrow money in excess of the aggregate of the paid up share capital and free reserves of the Company. Approval of the members of the Company is being sought to borrow money upto Rs.50 Crores pursuant to the provisions of Section 180(1)(c) of the Companies Act, 2013. None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, except as shareholders of the Company, in the resolution set out at Item No. 7.





ADDITIONAL INFORMATION Brief Resume of Directors seeking appointment/re-appointment at this Annual General Meeting (in pursuance of Clause 49 of the Listing Agreement) Mr. Sukhraj A. Singhvi Mr. Sukhraj A. Singhvi, son of Mr. Amarchand Singhvi is 65 years old and Indian by Nationality and is Matriculated from Rajasthan Board. He belongs to the small village Asada in Barmer district of Rajasthan but has a vast experience of Business for more than 45 years in business of Salt, Shipping, Tank Terminal, Textiles and Real Estate. Presently being settled at Gandhidham the Business hub of Gujarat and actively involved and participant in managing of the company. He is also a shareholder in the company. Mr. Pradeep P. Jain Mr. Pradeep P. Jain, son of Mr. Parasmal M. Jain is 38 years old and Indian by Nationality and is Graduate from University of Gujarat. He has a rich experience of Textile Business for more than 13 years and involved in day to day management activities of the company. He is also a shareholder in the company. Mr. Mukesh Kumar Chaudhary Mr. Mukesh Kumar Chaudhary, son of Mr. Bhimraj Chaudhary is 47 years old Indian National and is a Practicing Chartered Accountant with over 20 years of experience in the field of Finance, Accounts, and general management. He does not hold himself or for any other person on a beneficiary basis, any shares in the company. Mr. Haresh K. Notani Mr. Haresh K. Notani, son of Kodumal Notani is 62 year old Indian National and is qualified Mechanical Engineer having a varied experience of about 40 years in the field of logistics and project. He does not hold himself or for any other person on a beneficiary basis, any shares in the company.





REPORT OF THE DIRECTORS FOR THE YEAR ENDED 31st MARCH 2014 To the Members, Your directors present the 51st Annual Report and Audited accounts of the Company for the financial year ended 31st March 2014. 1. FINANCIAL RESULTS The operations of the Company remained suspended during the financial year ended 31st March, 2014. During the year under review, the company has earned a net profit of Rs. 42,397.00 (previous year Rs. 2,38,808.00). Since there were losses in the past therefore a total loss upto the date is arrived at Rs. 2,57,81,001.96 (Previous year Rs. 2,58,23,398.96). Your Directors recommended this amount to be carried forward in the balance sheet. 2. DIVIDEND In view of the accumulated losses, your Directors regret their inability to recommend dividend on Equity and Preference Share Capital of the Company for the year under review. 3. OPERATIONS The Plant operations of the company remained suspended throughout the year as was since July 1986. The company has put up its facilities for rental and accordingly the income generated is from the leave and license source. All the income and expenses in this connection have been suitably accounted in the current year. Your directors are also looking for suitable projects for the revival of the Company, which can be finalized once all legal cases and other existing obstacles though in process are removed completely. 4. DIRECTORS: Mr. Sukhraj A. Singhvi and Mr. Pradeep P. Jain retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. As per applicable provisions of Companies Act, 2013, relevant rules and notifications relating thereto, Mr. Mukesh Kumar Chaudhary and Mr. Haresh Kodumal Notani, Independent Directors have been appointed as Independent Directors for a period of five consecutive years from the conclusion of ensuing Annual General Meeting and will not liable to retire by rotation. Also in the opinion of the Board, Mr. Mukesh Kumar Chaudhary and Mr. Haresh Kodumal Notani, Independent Director fulfill the conditions specified in the Companies Act, 2013 and rules made thereunder for their appointment as Independent Directors of the Company and are Independent of the Management. The Company has received consent letters from them. 5. DIRECTORS RESPONSIBILTY STATEMENT: Pursuant to section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

a) In the preparation of the Annual accounts, the applicable accounting standards have been followed.

b) The accounting policies selected and applied are consistent, and judgments and estimates made 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, 2014 and losses of the Company for the period ended 31st March, 2014.

c) Proper and sufficient care has been taken for the maintenance of adequate 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.


d) The annual accounts have been prepared on a going concern basis, as per the Auditor’s Report; your Directors are of the opinion that, if the activities of the company are revived all the assets shall be used appropriately.

6. DISCLOSURE UNDER SECTION 217 (1)(e) OF THE COMPANIES ACT, 1956: Since your company has not been in operation since 1986, therefore the statement or the particulars of Energy conversation, technology absorption and foreign exchange earnings and outgo as required under section 217 (1) (e) of the Companies Act 1956 read with Companies (Disclosure of particulars in report of Board of Directors) Rules 1988 do not apply. 7. CORPORATE GOVERNANCE: Since the company is not in operation and competent staff is also not in place, the conditions relating to corporate governance as stipulated in clause 49 of the listing agreement with the Stock Exchange has not been complied till date however the Company is in the process to comply with the same. 8. PARTICULARS OF EMPLOYEES: In terms of provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, the Company has no employees who were in receipt of the remuneration of Rs. 60, 00,000/- or more per annum during the financial year ended 31st March, 2014 or Rs. 5, 00,000/- or more per month during any part of the said year. 9. AUDITORS: M/s. Khimji Kunverji & Company, Gandhidham, Auditors of the Company retires at this Annual General Meeting and are eligible for re-appointment. You are therefore requested to reappoint them as Auditors of the Company to hold office until the next Annual General Meeting and to fix their remuneration. 10. OBSERVATION OF AUDITORS: The observations of the Auditors in their report mentioned in Opinion have been suitably explained in Note No. 19(a), 19(d), 19(e) of the notes on accounts. 11. COMPLIANCE CERTIFICATE: Compliance certificate from a company secretary in whole time practice is attached herewith. 12. ACKNOWLEDGEMENTS: Your directors are thankful to all the authorities for their continued support and co- operation. Your directors also acknowledge the same.


Sukhraj A. Singhvi Parasmal M. Jain Director Director Place: Adipur – Kutch DIN: 00246136 DIN: 00486508 Date: 30th July 2014 Registered Office: Spinning Mill Building P.O.: Adipur (Kutch) – 370 205. Gujarat State


COMPLIANCE CERTIFICATE Mrs. Ratan Kapadia, FCS Company Secretary, Mumbai CIN of the Company: L17110GJ1962PLC001179 Authorized Capital: Rs. 5,00,00,000.00 Paidup Capital: Rs. Rs. 3,54,98,710.00 To, The Members, Gandhidham Spinning & Manufacturing Company Ltd. I have examined the registers, records, books and papers of Gandhidham Spinning & Manufacturing Company Ltd. as required to be maintained under the Companies Act, 1956 and the rules made there under and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended 31st March 2014. In my opinion to the best of my information and according to the examinations carried out by me and explanations furnished to me by the Company, its officers and agents, I certify that in respect of aforesaid financial year: 1. The company has kept and maintained all registers as stated in Annexure “A” to this

certificate, as per the provisions of the act and rules made there under and all the entries therein have been duly recorded.

2. The company has duly filled the forms and returns as stated in Annexure “B” to this

certificate, with the Registrar of Companies, Regional Director, Central Government, Company Law Board or other authorities within the time prescribed under the act and the rules made there under.

3. The Company is a public limited company. 4. The Board of Directors duly met Six times respectively on 26th April 2013, 26th July 2013,

14th August 2013, 25th August 2013, 25th October 2013 and 29th January 2014 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed including the circular resolutions passed in Minutes Book maintained for the purpose.

5. The Company had closed its Registers of Members from 19.09.2013 to 26.09.2013 (both days

inclusive) and necessary compliance of section 154 of the Act, has been made. 6. The Annual General Meetings for the financial year ended on 31.03.2013 was held on 27th

September 2013 after giving due notice to the members of the company and the resolution passed there at were duly recorded in Minutes book maintained for the purpose.

7. No extra ordinary general meeting was held during the financial year. 8. The Company has not entered into any transactions falling within the purview of section 185

of Companies Act, 2013. 9. The Company has not entered into any contracts falling within the purview of section 297 of

the Act. 10. The Company has made necessary entries during the financial year ended 31st March 2014 in

the Register maintained under section 301 of the Act.


11. As there were no instances falling within the purview of section 314 of the Act, the company has not obtained any approvals from the Board of Directors, members or central Government.

12. The Company has not issued any duplicate share certificates during the financial year. 13. During the year under review:

(i) There was no Allotment / Transfers / Transmission of securities during the year. (ii) The Company has not deposited any amount in a separate Bank account as no dividend

was declared during the financial year. (iii) The Company was not required to post warrants to any members of the company as no

dividend was declared during the financial year. (iv) The Company was not required to transfer any amounts regarding unpaid dividend,

application money due for refund, matured debentures and the Interest accrued thereon which have remained unclaimed or unpaid for a period of seven years to investor Education and Protection Fund.

(v) Duly complied with the requirements of Section 217 of the Act.

14. The Board of Directors of the company is duly constituted. There was no appointment of directors, additional directors, alternate directors and directors to fill casual vacancies during the financial year.

15. The Company has not appointed of any Managing Director/Whole time Director/ Manager

during the financial year. 16. The Company has not appointed any sole – selling agents during the financial year. 17. The company was not required to obtain any approvals of the Central Government, Company

Law Board, Regional Director, Registrar and/or such authorities as prescribed under the various provisions of the act during the financial year.

18. The Directors have disclosed their interest in other firms/companies to the Board of Directors

pursuant to the provisions of the Act and the rules made there under. 19. The Company has not issued any shares, debentures or other securities during the financial

year. 20. The Company has not bought back any shares during the financial year ending 31st March

2014. 21. There was no redemption of Preference Shares/ debentures during the financial year. 22. There were no transactions necessitating the Company to keep in abeyance the rights to

dividends, rights shares and bonus shares pending registration of transfer of shares. 23. The company has not invited / accepted any deposits including any unsecured loans falling

within the purview of section 58A during the financial year. 24. The Company has not entered into any transactions falling within the purview of section

180(1)(c) of Companies Act,2013. 25. The Company has not made any loans or advances or given guarantees or provided securities

to other bodies corporate and consequently no entries have been made in the register kept for the purpose.

26. The Company has not altered the provisions of Memorandum with respect to situation of the

Company’s registered office from one state to another during the year under scrutiny.


27. The Company has not altered the provisions or memorandum with respect to the objects of the company during the year under scrutiny.

28. The Company has not altered the provisions of memorandum with respect to the name of the

Company during the year under scrutiny. 29. The Company has not altered the provisions of memorandum with respect to the Share

Capital of the Company during the year under scrutiny. 30. The Company has not altered its Articles of Association during the financial year. 31. There was / were no prosecution initiated against or show cause notices received by the

Company and no fines or penalties or any other punishment was imposed on the Company during the financial year for offences under the act. However the Company had received an interim order from Securities and Exchange Board of India (SEBI) in relation to the non-compliance with the requirements of minimum public shareholding and the Company had given its reply to SEBI in this matter.

32. The Company has not received any money as security from its employees during the financial

year. 33. As informed to us the provision of Employees Provident Funds Act is not applicable to the

Company.

Ratan Kapadia Company Secretary FCS No. 1395 CP No. 957 Place: Mumbai Date: 30.07.2014


ANNEXURE - A Registers as maintained by the company Statutory Registers 1 Register of Members under section 150. 2. Minutes of Board Meetings and General Meetings under section 193 3. Register of Directors under section 303 4. Registers of Directors Shareholding under section 307 5. Register of Charges 6. Register of Contract under section 301. ANNEXURE - B Forms and returns as filed by the Company with the Registrar of companies, as Regional Director, Central Government or other authorities during the financial year ending 31st March 2014. Sr No

e Form No.

File Under Section

For Date of payment of challan

Whether filed within prescribed time yes / no

If delay in filling whether requisite additional fee paid yes / no

1 23AC XBRL & 23ACA

XBRL

220 Balance Sheet for the financial year ended 31.03.2013

25.10.13

Yes No

2 66 383(A)1 Compliance Certificate for the financial year ended 31.03.2013

02.10.13 Yes No

3 20B 159 Annual Return as at the date of AGM held on 27.09.13

17.10.13 Yes No

Ratan Kapadia Company Secretary FCS No. 1395 CP No. 957 Place: Mumbai Date: 30.07.2014


INDEPENDENT AUDITOR’S REPORT

To, The Members of, Gandhidham Spinning and Manufacturing Co. Ltd, Adipur - Kutch REPORT ON THE FINANCIAL STATEMENTS We have audited the accompanying financial statements of Gandhidham Spinning and Manufacturing Co. Ltd (“the Company”), which comprise the Balance Sheet as at 31st March, 2014, and the Statement of Profit and Loss for the year then ended, and cash flow statement, and a summary of significant accounting policies and other explanatory information. MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”) read with the General Circular 15/2013 dated 13th September 2013, of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. AUDITOR’S RESPONSIBILITY Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. OPINION The Manufacturing operations of the company have been stopped with effect from 25.07.1986 with a view to prevent further losses. The accounts of the Company for the year ended 31st March 2014 have been prepared on the “GOING CONCERN” basis, which is dependent upon the availability of continuing finance and the Company’s future performance. In this connection, attention is drawn to para 3 of directors report. In our opinion and to the best of our information and according to the explanations given to us, the financial statements subject to note no. 19(a) about the non-redemption of 200000 9.5% Redeemable Preference Shares of Rs.10 each due for redemption on 31.12.1990 (see note No. 19(a) of the notes to the accounts) and note no. 19(d) and 19(e) about amount of Rs. 26,32,586.00 (net) due from M/s. Sabnani Export Pvt. Ltd. & Asha Fabrics Rs.8,71,940.00 since had these been provided the loss would have been increased by Rs.35,04,526.00 and debtors would have been reduced by an equal amount and total Loss would have been Rs. 2,92,85,527.96, instead of Rs.


2,57,81,001.96. (see note No. 19(d) and 19(e) of the notes to the accounts) read together with notes appearing in schedule of significant accounting policies and notes to accounts give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014; and

(b) in the case of the Profit and Loss Account, of the profit for the year ended on that date; (c) in the case of the Cash flow statement, of the cash flows of the company for the year ended

on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS 1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the

Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227 (3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion proper books of account as required by law have been kept by the Company

so far as appears from our examination of those books;

c. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act. 2013;

e. On the basis of information and explanations given to us and representations received by a Company from the Directors, which have been taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2014 from being appointed as a Director in terms of clause (g) of Sub – Section (1) of Section 274 of the Companies Act, 1956.

For Khimji Kunverji & Co. (Gandhidham) Chartered Accountants

(Registration No: 105147W)

Place: Gandhidham - Kutch (Padamshi L. Shah) Dated: 30.07.2014 Partner

Membership No. 5136


AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE To, The Members of, Gandhidham Spinning and Manufacturing Co. Ltd, Adipur - Kutch Attention is invite to Para 7 of report of the Board of Directors.

For and Behalf of For Khimji Kunverji & Co. (Gandhidham)

Chartered Accountants (Registration No: 105147W)

(Padamshi L. Shah) Partner

Membership No. 5136 Place: Gandhidham – Kutch Date: 30.07.2014


Annexure to the Auditors Report for the year ended on 31st March 2014

As required by the companies (auditors report) order, 2003 issued by the Department of Company Affairs, Govt. of India in terms of section 227(4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanation given to us, we further report on the matters specified in the paragraph 4 and 5 of the said order as under: -

(I) In respect of its fixed assets:

a) In our opinion the Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

b) The fixed assets have not been physically verified by management during the year. We are unable to express our opinion about the discrepancies, if any compared to the book records.

c) In our opinion and according to the information and explanations given to us. No substantial part of the fixed assets of the company has been disposed off during the year.

(II) In our opinion and according to the information & explanations given to us, as there is no inventory as on Balance sheet date, the Provision of clause 4(ii) of the order is not applicable to the company.

(III) a) The Company has not granted any loans secured or unsecured to Companies,

firms or other parties listed in the register maintained under section 301 of The Companies Act,1956. Accordingly, the provisions of clause 4(iii)(b), (iii)(c) and (iii)(d) of the Companies (Auditors Report) Order 2003 are not applicable to the company. .

(b) The company has taken interest free unsecured loans from two parties listed

in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 29,30,000/- and the year-end balance of loans taken from such parties was Nil.

(c) According to the information and explanations given to us, there are no

stipulations for rates of interest and other terms & conditions on which the loans have been taken from the parties listed in the register maintained under section 301 of the Companies Act, 1956.

(d) In respect of the loan taken from party listed in the Register maintained under section 301 of the companies act, 1956. The loans are interest free and are repayable on demand. Accordingly the provision of clause 4(iii)(g) of the order is not applicable to the company.

(IV) In our opinion and according to the information and explanations given to us. There are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and with regard to sale of goods. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuity failure to correct major weaknesses in the aforesaid internal control procedure.


(V) a) To the best of our knowledge and belief and according to the information and explanations given to us, the transactions that needed to be entered in to the Register in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

b) Since there are no purchases & sales during the year this does not apply to the Company.

(VI) In our opinion and according to the information and explanations given to us, The Company has not accepted any deposits from the Public within the meaning of section 58 A and section 58 AA of the Act and the rules framed there under.

(VII) In our opinion and according to the information and explanations given to us, the Company has no internal audit system.

(VIII) Since there is no manufacturing activity, the provision of Clause 4 (viii) of the order is not applicable to the company.

(IX) (a) According to the information and explanations given to us, the company has been regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Investors Education and protection fund, Income Tax, Wealth Tax, Excise Duty, Sales Tax and Cess with the appropriate authorities during the year and there are no undisputed Statutory dues, as noted above, outstanding for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the dues in respect of Sales Tax that have not been deposited with the appropriate authorities on account of dispute and the forum where the disputes are pending are given below:

Name of the Status Nature of the Dues Amount Forum where dispute is pending

Sales Tax Act, 1969 Sales Tax Rs.226830.00 Sale Tax Commissioner (Appeals) Rajkot.

(X) In our opinion, the accumulated losses of the Company at the end of the Financial Year are more than fifty percent of its net worth. The company has not incurred cash loss in the financial year ended on that date or in the immediately preceding financial year.

(XI) In our opinion and according to the information and explanations given to us, the Company has neither taken any loans from financial institutions or banks nor issued any debentures. Accordingly, the provisions of clause 4 (xi) of order are not applicable to the company.

(XII) In our opinion and according to the information and explanations given to us no loans and advances have been granted by the company, on the basis of security, by way of pledge of shares, debentures and other securities.

(XIII) In our opinion, the company, is not a chit fund or nidhi/mutual benefit fund/ society, therefore, clause 4 (xiii) of the order is not applicable to the company.


(XIV) In our opinion the Company is not a dealer or trader in shares, securities, debentures and other investments.

(XV) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

(XVI) The Company has not obtained any term Loans. Accordingly, the provision of clause 4(xvi) of the order is not applicable to the company.

(XVII) On the basis of an overall examination of the balance sheet of the company, in our

opinion and according to the information and explanations given to us, no funds are raised on a short-term basis, which have been used for long-term investment.

(XVIII) The Company has not made Preferential Allotment of shares to parties and

Companies covered in the register maintained under section 301 of the Companies Act, 1956.

(XIX) The Company has not issued any debentures. Accordingly, the provisions of

clause 4(xix) of the order are not applicable to the company. (XX) The Company has not raised any money through a public issue during the year. (XXI) Based upon the Audit procedure performed and information and explanations

given to us, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For and Behalf of For Khimji Kunverji & Co. (Gandhidham)

Chartered Accountants (Registration No: 105147W)


Membership No. 5136 Place: Gandhidham – Kutch Date: 30.07.2014


BALANCE SHEET AS AT 31st MARCH 2014 (Amount in Rupees)

NOTE AS AT AS AT

No. 31st March 2014 31st March 2013

EQUITY & LIABILITIES

SHAREHOLDER’S FUNDS a) Share Capital 1 35498710.00 35498710.00b) Reserve & Surplus 2 (25781001.96) (25823398.96)

9717708.04 9675311.04NON-CURRENT LIABILITIES

a) Long term liabilities 3 0.00 2930000.00b) Long Term Provision 4 213444.00 213444.00

213444.00 3143444.00CURRENT LIABILITIES

a) Other Current Liabilities 5 896867.50 1503366.50b) Short Term Provisions 6 443288.00 966168.00

1340155.50 2469534.50 TOTAL FUNDS EMPLOYED 11271307.54 15288289.54 ASSETS

NON-CURRENT ASSETS a) Fixed Assets 15

(i) Tangible Assets 3817207.67 3994129.67b) Non-current investments 7 1900000.00 - c) Other Non-current assets 8 15000.00 15000.00

5732207.67 4009129.67CURRENT ASSETS

a) Trade Receivables 9 4307336.00 4307336.00b) Cash and Bank Balances 10 973210.87 6461334.87c) Other Current Assets 11 258553.00 510489.00

5539099.87 11279159.87

TOTAL FUNDS UTILISED 11271307.54 15288289.54 Notes forming part of the Financial Statement 1 to 20

As per our report of even date For Khimji Kunverji & Co. (Gandhidham) For & on behalf of the Board Chartered Accountants (Registration No.: 105147W) (Padamshi L. Shah) Sukhraj A. Singhvi Parasmal M. Jain Partner Director Director Membership No. 5136 DIN: 00246136 DIN: 00486508

Place: Adipur – Kutch Date: 30.07.2014


PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31st MARCH 2014 (Amount in Rupees)

NOTE YEAR ENDED YEAR ENDED No. 31st March 2014 31st March 2013 INCOMES

a) Other Incomes 12 2416015.00 4466796.00

Total Revenue 2416015.00 4466796.00 EXPENDITURE

a) Employee Benefit Expenses 13 24000.00 25000.00b) Depreciation & Amortization Exp. 15 191872.00 191504.00c) Other Expenses 14 1670811.29 834132.00

Total Expenses 1886683.29 1050636.00 PROFIT/(LOSS) BEFORE TAX 529331.71 3416160.00 Tax expense:

a) Current Tax 443288.00 966168.00b) Short/Excess Provision for Tax of

earlier years 43646.71 2211184.00

c) Deferred Tax 0.00 0.00 486934.71 3177352.00 PROFIT/(LOSS) FOR THE PERIOD 42397.00 238808.00 Notes forming part of the Financial Statement 1 to 20

As per our report of even date For Khimji Kunverji & Co. (Gandhidham) For & on behalf of the Board Chartered Accountants (Registration No.: 105147W) (Padamshi L. Shah) Sukhraj A. Singhvi Parasmal M. Jain Partner Director Director Membership No. 5136 DIN: 00246136 DIN: 00486508 Place: Adipur – Kutch Date: 30.07.2014


Notes forming part of the Financial Statement for the year ended 31st March 2014 (Amount in Rupees) AS AT

31.03.2014 AS AT

31.03.2013 Note 1: Share Capital Authorized :

250000, 9.5% Redeemable Cumulative Preference Shares of Rs. 10/- each

2500000.00 2500000.00

4451000, Equity Share of Rs. 10/- each

44510000.00 44510000.00

299000, Unclassified Shares of Rs. 10/- each

2990000.00 2990000.00

50000000.00 50000000.00

Issued, Subscribed & Paid-up

200000, 9.5% Redeemable Cumulative Preference Share of Rs. 10/- each. Redeemable at par on 31.12.1990

2000000.00 2000000.00

3351000 Equity Share of Rs. 10/- each

33510000.00 33510000.00

35510000.00 35510000.00Less: Allotment money in Arrears on Equity Shares (11290.00) (11290.00)

35498710.00

35498710.00

i) Details of Shareholders holding more than 5% of total Shareholdings

Name of the Shareholder No. of Shares % of Total Held Holding a) Shri Parasmal Munilal Jain 828130 24.71 b) Smt. Kamala Parasmal Jain 297750 8.89 c) Shri Tribhuvan Amarchand Singhvi 281325 8.40 d) Shri Sukhraj Amarchand Singhvi 282005 8.42 e) Shri Ramesh Amarchand Singhvi 281325 8.40 f) Shri Babulal Amarchand Singhvi 281325 8.40 g) Shri Ashok Amarchand Singhvi 281325 8.40 h) Shri Sandeep Parasmal Jain 264900 7.91 i) Shri Pradeep Parasmal Jain 264900 7.91 j) Shri Arvind Vithaldas Joshi 248375 7.41 ii) Reconciliation of the number of shares outstanding at the beginning and the end of the

reporting period Total number of Shares at the beginning of the period 3551000.00 3551000.00 Add/less :- Adjustments during the year 0.00 0.00 Total number of Shares at the end of the period 3551000.00 3551000.00 Note 2 : Reserves & Surplus

Profit & Loss Account Balance as per last year (25823398.96) (26062206.96) Addition during the year 42397.00 238808.00


Balance carried forward

(25781001.96) (25823398.96)

Note 3: Long Term Borrowing

a) Loan from Directors 0.00 2930000.00

0.00 2930000.00

Note 4: Long Term Provision a) Gratuity Payable 213444.00 213444.00

213444.00 213444.00

Note 5: Other Current Liabilities a) Creditors for Expenses 67904.50 244958.50 b) Acceptances 828141.00 1248048.00 c) Statutory Liabilities 822.00 10360.00

896867.50 1503366.50

Note 6: Short Term Provisions Provision for Tax 443288.00 966168.00

443288.00 966168.00

Note 7: Non-Current Investments Fixed Deposit with SBI 1900000.00 0.00

1900000.00 0.00

Note 8: Other Non-Current Assets GEB Security Deposit 15000.00 15000.00

15000.00 15000.00

Note 9: Trade Receivables (unsecured, considered good except otherwise stated) a) Due for Period exceeding six months 4307336.00 4307336.00b) Others 0.00 0.00

4307336.00

4307336.00

Note 10: Cash and Bank Balances a) Balances with Scheduled Banks in Current Accounts 598132.76 5955746.76b) Balance with other Banks 1125.71 1125.71c) Cash on hand 373952.40 504462.40 973210.87 6461334.87 Note 11: Other Current Assets a) Advance Recoverable in cash or in kind or for the value to be

received 43040.00 2000.00

Balance with Revenue Authorities 215513.00

508489.00

258553.00

510489.00


Note 12: Other Income a) Leave & License Rent 2242296.00 4466796.00b) Sundry credit balance written off 128118.00 0.00c) Interest on fixed deposits 45601.00 0.00

2416015.00

4466796.00

Note 13: Employee Benefit Expenses a) Salary expenses 24000.00 25000.00

24000.00 25000.00

Note 14: Other Expenses Advertisement expenses 3950.00 3780.00 Auditor’s Remuneration 28090.00 16854.00 Bank Charges 204.00 1263.00 Electricity Charges 23154.00 33441.00 Legal & Professional Fees & Charges 82791.00 74411.00 Insurance Expense 25281.00 13201.00 Interest on Service Tax 5476.00 1817.00 Interest on TDS 3321.00 184.00 Rent, Rates & Taxes 176180.00 29501.00 Fees & Subscription 21069.00 1405.00 Printing & stationery Expenses 11100.00 10750.00 Security Charges 249240.29 54100.00 Misc. Expenses 15055.00 1225.00 Repair & Maintenance 1025900.00 592200.00

1670811.29

834132.00

As per our report of even date For Khimji Kunverji & Co. (Gandhidham) Chartered Accountants (Registration No.: 105147W) For & on behalf of the Board

(Padamshi L. Shah) Sukhraj A. Singhvi Parasmal M. Jain Partner Director Director Membership No. 5136 DIN: 00246136 DIN: 00486508 Place: Adipur – Kutch Date: 30.07.2014


Note 15: FIXED ASSETS AS AT 31.03.2014 SR. GROSS BLOCK DEPRECIATION BLOCK NET BLOCK

NO PARTICULARS AS ON AS ON AS ON FOR THE AS ON

31.03.13 ADDITION

DEDUCTION 31.03.14 31.03.13 YEAR DEDUCTION 31.03.14 31.03.14 31.03.13

1 Freehold Land 1143266.00 0.00 0.00 1143266.00 0.00 0.00 0.00 0.00 1143266.00 1143266.00

2 Building 5718892.10 0.00 0.00 5718892.10 2874943.00 191011.00 0.00 3065954.00 2652938.10 2843949.10

3 Electrical installation 10380.00 0.00 0.00 10380.00 3465.43 493.00 0.00 3958.43 6421.57 6914.57

4 Furniture - 14950.00 0.00 14950 - 368.00 0.00 368.00 14582.00 -

TOTAL RS. 6872538.10 14950.00 0.00 6887488.10 2878408.43 191872.00 0.00 3070280.43 3817207.67 3994129.67

PREVIOUS YEAR 6872538.10 0.00 0.00 6872538.10 2686904.43 191504.00 0.00 2878408.43 3994129.67 4185633.67

As per our report of even date For Khimji Kunverji & Co. (Gandhidham) For & on behalf of the Board Chartered Accountants (Registration No. 105147W)



Note 16: Significant Accounting Policies (A) General:

The financial statements have been prepared to comply in all material respects with the notified accounting standards by companies (Accounting standards) Rules, 2006 (as amended) and the relevant provision of the Companies act, 1956. The financial statement has been prepared under the historical cost convention on an accrual basis. The accounts of the company have been prepared on a going concern basis, which is view of the losses incurred are dependent upon revival, future profitability and availability of continued finance. The Accounting policies in all material respects have been consistently applied by the company and are consistent with those used in the previous year.

(B) Revenue and Expenditure Recognition:

Revenue is recognized and expenditure is accounted for on accrual basis. Interest income on fixed deposit is booked on the basis of TDS received from bank.

(C) Fixed Assets:

Tangible assets are stated at cost less depreciation and impairment loss, if any. Cost comprises the purchase price and attributable cost of bringing the asset to its working condition for its intended use. Borrowing costs relating to acquisition of fixed assets which take substantial period of time to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be put to use. There are no intangible assets as defined by AS-26 intangible assets.

(D) Depreciation:

Depreciation on fixed assets is provided to the extent of depreciable amount on straight line method (SLM) at the rates and in the manner prescribed in schedule XIV to The Companies act, 1956 over their useful life.

(E) Investments:

Investments that are readily realizable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long term investments. Long term investments are valued at cost, Provision for diminution in the value of Long term investments is made only if such a decline in other then temporary. Current investments are carried at lower of cost and quoted / fair / market value.

(F) Retirement Benefits:

Short-term employee benefits are recognized as an expense at the undiscounted amount in the profit and loss account of the year in which the related service is rendered.

(G) Taxes on Income:

Provision for current tax is made after taking in consideration benefits admissible under the provision of The Income Tax Act, 1961. No provision for deferred taxes is recognized since the management is of the opinion that the timing difference arising out of assets and liabilities is negligible.

(H) Impairment Losses: An assets is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment loss is charged to profit and loss account in which an asset identified as impaired. The impairment loss recognized in prior accounting period is reversed if there has been a change in the estimate of recoverable amount. However no provision for impairment loss on plant and machinery and other assets is made as management is of the opinion that recoverable amount of such assets is more than its depreciated value.


(I) No confirmation of balance have been obtained from debtors, creditors, loans & advances given / Advance & Deposit taken or accepted as such these are subject to confirmation.

(J) Under the head ‘Current Liabilities and Provision’ no separate disclosure is made for

outstanding amount due to small Scale industrial undertaking(s) SSI as the status of the creditors could not be ascertained. Accordingly name(s) of SSI to whom the company owes a sum exceeding Rs. 1 Lac outstanding for more than thirty days is not disclosed as also, amount overdue on accounts of principal and/or interest to such undertaking could not be ascertained.

(K) In the opinion of the board current assets, Loans & Advances are approximately of the value stated of realized in the ordinary course of business. The provision for depreciation and all known liabilities is adequate and is not in excess of the amount reasonably necessary.

(L) Comparative figures of previous year have been reclassified wherever necessary to confirm

this year classification. (M) The credit balance lying in Current account with Jai Hind Co-operative Bank Limited,

Mumbai & Gandhidham Co-operative Bank, Adipur are not confirmed and thus they are subject to confirmation.

Note 17: Earnings per Share (EPS) (AS-20) Basic earnings per share are calculated by dividing the net profit or loss for the period

attributable to Equity shareholders by the weighted average number of equity shares outstanding during the period.

Earnings per Share (EPS) (AS-20) [In Rupees] F.Y 2013-14 F.Y 2012-13 Net Profit/ (Loss) After Current Tax & Deferred Tax 42397.00 238808.00 Weighted Average Number of Equity 3351000.00 3351000.00 Shares of Rs. 10/- each EPS (Rs.) – Basic & Diluted 0.01 0.07 Note 18: Related Party Disclosures

The management has identified the following Companies, Firms & Individuals as related parties of the company for the year ended on 31st march, 2014 for the purposes of reporting as per AS-18 related party transaction.

Name of the Party Nature of Relation 1 Shri Sukharaj A Singhvi Key Management Personal 2 Shri Parasmal M Jain Key Management Personal 3 Smt. Kamla P. Jain Relative of Key management personnel

Details of Transaction with Related Parties as per AS-18 Related Party Transaction.

Sr No. Particulars Loans repaid

1 Smt. Kamla P. Jain 530,000

2 Shri Sukhraj A. Singvhi 2,400,000


Note 19: Provisions, Contingent Liabilities and Contingent Assets Disclosure as requirement by AS-29 Provision, Contingent Liabilities and contingent

Assets

No. PARTICULAR Current Year Previous Year

(a)

The Acquirers have acquired 200000, 9.5% redeemable Cumulative Preference Shares, redeemable on 31.12.1990, But Still these are not redeemed and period of redemption is also not extended.

(b) Other Money for which the Company is contingently liable i.e. Arrears of preference dividend subject to deduction of tax.

8403540.00

8213540.00

(c) Contingent Liabilities not provided for:

1 Suits by Creditors Amount Unascertained

Amount Unascertained

2. Claims of Ex-Chief Executive contested 60946.00 60946.00

3. Claims of Gandhidham Municipality for Municipal Taxes-Disputed

Amount Unascertained

Amount unascertained

(d) Suits filed in the High Court of Bombay by the company and S.R.C. Ltd. on 02.05.86 for recovery of amount of Rs.3435396.00 from Sabnani Export Pvt. Ltd. The High Court has appointed a retired Judge of High Court as sole arbitrator. Appeal of M/s. Sabnani Export against this Order has been rejected by the High Court.

(e) An amount of Rs. 871940.00 is due from M/s. Asha fabrics and against that an amount of Rs.802810.00 has been received in the name of M/s. Sabnani Export Pvt. Ltd. In absence of any confirmation about adjustment of the said balances & amount of Rs. 871940.00 is shown as Debtor and Rs.802810.00 as Liability.

Note 20: Detail of Auditors Remuneration Detail of Payments to auditors F.Y 2013-14 F.Y 2012-13 Audit Fees 22472.00 16854.00 Other capacity 5618.00 -

28,090.00

16854.00

As per our report of even date For Khimji Kunverji & Co. (Gandhidham) For & on behalf of the Board Chartered Accountants (Registration No: 105147W) (Padamshi L. Shah) Sukhraj A. Singhvi Parasmal M. Jain Partner Director Director Membership No. 5136 DIN: 00246136 DIN: 00486508 Place: Adipur – Kutch Date: 30.07.2014


ANNEXURE FORMING PART OF THE NOTES ATTACHED TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2014

ANNEXURE TO NOTE - 5 Other Current Liabilities

a) Creditors for Expenses Provision For Expenses 4000.00Hiranandadani & Co. 5136.00Khimji Kunverji & Co. 21724.00Mrs. Ratan Kapadia 10618.50SCI International Securities Ltd. 26426.00

67904.50

b) Acceptances Sabnani Exports Pvt Ltd. 802810.00Bhadresh Trading Corporation Ltd 25331.00

828141.00

c) Statutory Liabilities Tds Payable 822.00

822.00

ANNEXURE TO NOTE - 9 Trade Receivables a)Due for Period exceeding six monthsAsha Fabrics 871940.00Sabnani Exports Pvt Ltd 3435396.00

4307336.00

ANNEXURE TO NOTE - 10 Cash & Bank Balances a) Balances with Scheduled Banks in Current Account State Bank Of India 598132.76

598132.76

b) Balance with other Banks In Current A/c. With Jai Hind Co-op Bank Ltd,Mumbai 718.00(Max balance at any time during the year Rs.718/- previous year Rs.718/-)

In Current A/c. With Gandhidham Co-op Bank Ltd, Adipur 407.71(Max balance at any time during the year Rs.408/- previous year Rs.408/-)

1125.71


ANNEXURE TO NOTE - 11 Other Current Assets a) Advance Recoverable in cash or in kind or for the value to be received Advance 2000.00Interest accrued on SBI FDR 41040.00

43040.00

b) Balance with Revenue Authorities Income Tax Refund Claimed (F.Y 2010-11) 997.00Income Tax Deducted At Source (2013-14) 214516.00

215513.00

As per our report of even date For Khimji Kunverji & Co. (Gandhidham) For & on behalf of the Board Chartered Accountants (Registration No: 105147W)



ANNEXURE - II

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE I. REGISTRATION DETAILS Registration No. 1179 State Code 04 31 03 2014 Date Month Year

II CAPITAL RAISED DURING THE YEAR (AMOUNT IN RS. THOUSAND)

Public Issue Right Issue NIL NIL Bonus Issue Private Placement NIL NIL

III POSITION OF MOBILISATION AND DEPLOYMENT OF FUND(AMOUNT IN RS.THOSUAND)

Total Liabilities Total Assets 11271 11271

Sources of Funds Paid up Capital Reserves & Surplus 35499 -25781 Secured Loans Unsecured Loans NIL NIL

Non-Current Liability 213

Applications of Funds Net Fixed Assets Other Non Current Assets 3817 15 Net Current Assets Non Current Investments 4199 1900 Accumulated Losses NIL

IV PERFORMANCE OF COMPANY (AMOUNT IN RS. THOUSAND)

Turnover Total Expenditure 2416 1887 Profit Before Tax Profit After Tax 529 42 Earnings per share in Rs. Dividend rate % 0.01 NIL

V GENERIC NAMES OF THREE PRINCIPAL PRODUCTS / SERVICES OF COMPANY (AS PER MONETARY TERMS)

Item Code (ITC Code) Product Description NIL NIL

Sukhraj A. Singhvi Parasmal M. Jain

Director Director DIN: 00246136 DIN: 00486508 Place: Adipur – Kutch Date: 30.07.2014


AUDITOR’S CERTIFICATE We have examined the attached Cash Flow Statement of Gandhidham Spinning & Manufacturing Co. Ltd. for the year ended 31st March 2014. The Statement has been prepared by the Company in accordance with the requirements of listing agreement clause 32 with various stock exchanges and is based on and in agreement with the corresponding profit and loss account and balance sheet of the Company covered by our report of even date to the members of the company.

For KhimjiKunverji& Co. (Gandhidham) Chartered Accountants (Registration No: 105147W)

Place: Adipur – Kutch Date: 30.07.2014


Membership No. 5136

CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31.03.2014 AS PER THE LISTING AGREEMENT (Amt. in Rs.) S. No. Particulars 2013-14 2012-13 A

B

C

NET PROFIT/LOSS BEFORE TAX & EXTRA –ORDINARY ITEMS Adjustments for: Add: Depreciation OPERATING LOSS/PROFIT BEFORE WORKING CAPITAL CHANGES Adjustments for: Add: Trade and other receivables Less: Short term provisions Less: Trade Payables

CASH GENERATED FROM OPERATIONS Interest Paid Direct Taxes Paid (TDS) Interest Received Dividend Received NET CASH GENERATED FROM OPERATING ACTIVITIES

Less:- Income tax paid NET CASH GENERATED FORM OPERATING ACTIVITIES CASH FLOW FROM INVESTMENT ACTIVITIES Purchase of Fixed Assets Purchase of Investments Sale of Investments NET CASH GENERATED FROM INVESTMENT ACTIVITIES

CASH FLOW FROM FINANCING ACTIVITIES Proceeds from Long term Borrowings (Net) Repayment of Long term Borrowings (Net) Dividends Paid

NET CASH USED IN FINANCING ACTIVITIES

Net Increase /Decrease in Cash & Cash equivalents Cash & Cash equivalents (Opening) Cash & Cash equivalents (Closing)

529332

191872

721204

251936 0

(606499)

366641

0 0 0 0

366641

(1009815)

(643174)

(14950) (1900000)

0

(1914950)

0 (2930000)

0 (2930000)

(5488124.00)

6461334.87 973210.87

3416160

191504

3607664

1366796 0

97108

5071568

0 0 0 0

5071568

(2211184)

2860384

0 0 0

0

530000 0 0

530000

3390384.00 3070950.87 6461334.87

Place: Adipur – Kutch On behalf of the Board of Directors Date: 30.07.2014

Sukhraj A. Singhvi Parasmal M. Jain

Director Director DIN: 00246136 DIN: 00486508


ATTENDANCE SLIP I hereby record my presence at the 51st ANNUAL GENERAL MEETING of the company at Spinning Mill Building, Adipur-Kutch at 4.00 PM on Friday 12th September 2014. Signature of the attending Member / Proxy

Notes: 1. A Member/Proxy holder attending the meeting must bring the Attendance Slip to the meeting

and hand it over at the entrance duly signed. 2. A Member/Proxy holder attending the meeting should bring copy of the Annual Report for

reference at the meeting. ------------------------------------------------------------------------------------------------------------------------

GANDHIDHAM SPINNING & MANUFACTURING COMPANY LTD.

Regd. Office: Spinning Mill Building, ADIPUR – Kutch, Pin 370 205

PROXY

I/We ___________________________________________________________________________ of ____________________________________ in the district of _______________________ being a Member/Members of the above named Company, hereby appoint _________________ ______________________________________________ of _____________________________ in the district of _________________________________________________________________or failing him_________________________________________________ of ___________________ in the district of ____________________________________as my/our Proxy to attend and vote for me/us and on my/our behalf at the FIFTY FIRST ANNUAL GENERAL MEETING of the Company to be held on Friday, 12th September 2014 at 4.00 PM and at any adjournment thereof. Signed this_______________day of _____________________2014 Signature___________________ This form is to be used the resolution. Unless otherwise instructed the proxy will act as he thinks fit. * Stike out whichever is not desired. Notes: 1. The proxy must be returned so as to reach the Registered Office of the Company at Spinning

Mills Building Adipur – Kutch, Pin 370 205 not less than FORTY-EIGHT HOURS before the time for holding the aforesaid meeting.

2. A proxy need not be a member of the Company.

Folio No.

No. of Shares

Folio No. No.of Shares

Affix Re.1.00 Revenue Stamp

* infavour of *against

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