Ginni Filaments Ltd Directors Report

Your Directors have pleasure in presenting their report on the business and operation of your Company together with the Audited Financial Statements for the year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

Figures in Lacs

Particulars	31-03-2024	31-03-2023
Gross sales and other income
Continuing operations:	35,169.63	37,364.91
Discontinued Operations:	52,395.78	58,317.09
Total	87,565.41	95,682.00
Earning before interest, taxes , depreciation and amortization
Continuing operations:	2,309.76	3,986.31
Discontinued Operations:	(2,954.80)	(1,373.77)
Total	(645.04)	2,612.54
Exceptional item	(2,571.60)
Profit/(loss) before
Continuing operations :	(3,000.89)	1,528.60
Discontinued Operations:	(5,928.39)	(4,101.76)
Total	(8,929.28)	(2,573.16)
Provision for tax
Continuing operations :	(375.76)	172.91
Discontinued Operations:	(104.07)	(1,312.99)
Net profit/(loss)
Continuing operations :	(2,625.13)	1,355.69
Discontinued Operations:	(5,824.32)	(2,788.77)
Total	(8,449.45)	(1,433.08)
Earnings per share (in ) (Basic and Diluted)
Continuing operations :	(3.07)	1.58
Discontinued Operations:	(6.80)	(3.26)
Continuing and Discontinued operations	(9.87)	(1.67)

DIVIDEND AND RESERVES

Your Directors do not recommend any dividend for the financial year ended March 31, 2024 and no amount has been transferred to

General Reserve.

OPERATIONS AND STATE OF COMPANY AFFAIRS

During the FY 2023-24, both from continuing and your Companys total revenue has decreased to Rs. 87,565.41 lacs from Rs. 95,682.00 lacs in the FY 2022-23. The loss after depreciation and tax for the FY 2023-24 has increased to Rs. 8,449.45 lacs from Rs. 1,433.08 lacs in the FY 2022-23. We would like to inform you that the Company has transferred the Spinning, Knitting and Processing Undertaking situated at 110 KM Stone, Delhi-Mathura Road, Chhata, Kosi, Distt. Mathura (U.P.) – 281401 of the Company as a going concern on a slump sale basis to RSWM Ltd. for a consideration of Rs.160 Crores, subject to the necessary adjustments as were specified in Business Transfer

Agreement ("BTA").

This Slump Sale marks an important strategic move for our company, allowing us to focus on more profitable areas of business. We are confident that this Slump Sale will enhance our ability to drive growth and create value for our stakeholders. We will continue to explore opportunities that align with our strategic objectives and contribute to the long-term success of our company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis, as required under Regulation 34(3) of SEBI (LODR) Regulations, 2015 read with Schedule V of said Regulations, forms part of this Boards report and is annexed as Annexure – ‘A.

DIRECTORS, KEY MANAGERIAL PERSONNEL AND COMMITTEES

As per provision of Section 152 of the Companies Act, 2013, Shri Suresh Singhvi, Whole-Time Director designated as Director (Finance) & CFO, retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment

The Independent Directors namely Shri Joginder Pal Kundra, Shri Jugal Kishore Bhagat, Smt. Manju Rana and Shri Desh Deepak Verma have given their declaration of independence in terms of Section 149 of the Companies Act, 2013. Meeting of the Independent

Directors excluding all other Directors and officials of the Company was held as required under, Rule 8 of Schedule IV to the Companies

Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015 wherein they reviewed the performance of the Executive Directors of the Company, Chairman of the Company and assessed the quality, quantity and timelines of flow of information.

The company has several Committees and the details alongwith its meetings have been included in the Corporate Governance Report.

ANNUAL EVALUATION BY THE BOARD

For performance evaluation of the Board as stipulated under Listing Regulations and Section 134 of the Companies Act, 2013 read with Rule 8(4) of the Companies (Account) Rules, 2014, a formal Annual Evaluation process has been carried out for evaluating the performance of the Board, its Committees and the individual Directors. The performance of the Board was evaluated by the Board after seeking inputs from all directors on basis of criteria, such as, board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking input from the Committee members on the basis of criteria, such as, composition of Committees, effectiveness of Committee meetings, etc. The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In a separate meeting of Independent Directors, performance of Non Independent Directors and performance of the Board as a whole was evaluated. Further, they also evaluated the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non-executive Directors. Additionally, the Independent Directors in the said meeting also evaluated the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The above evaluations were discussed in the Board meeting and NRC at which the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place the Vigil Mechanism / Whistle Blower Policy with a view to provide for adequate safeguards against victimization of persons who use such mechanism and made provisions for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The details of the Vigil Mechanism and whistle Blower Policy are available on the website of the Company i.e. www.ginnifilaments.com .

NOMINATION AND REMUNERATION POLICY

The salient features of Nomination and Remuneration Policy of the Company is annexed to this report as Annexure–‘B. The Nomination and Remuneration Policy as approved by the Board may be accessed on the Companys website i.e. www.ginnifilaments. . MEETINGS OF THE BOARD

During the year under review, five (05) Board Meetings were held on 26 ^th May, 2023, 11^th August, 2023, 09^th November, 2023, 01^st December, 2023 and 24^th January, 2024 and five (05) Audit Committee meetings were held on 26^th May, 2023, 11^th August, 2023, 09^th November, 2023, 01^st December, 2023 and 24^th January, 2024. In accordance with the requirement from time to time other Committee meetings were held and one separate meeting of Independent Directors was also held. The attendance of the Directors who attended the Board Meetings and Committees thereof has been included in the Corporate Governance Report.

CODE OF CONDUCT

The Code of conduct laid down by the Board is in operation in the Company. All Board members and senior management personnel have affirmed the compliance with the code. The

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013, to the best of knowledge and belief and according to the information and explanations obtained, your Directors make the following statements that: a. in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial and of the profit and loss of the Company for that period; c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d. the Directors had prepared the annual accounts on a going concern basis; e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of Loans, Guarantees or Investments are provided in the Financial Statements of the Company. Please refer to Note No. 7 of the Financial Statements of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Policy on Related Party Transactions may be assessed at the Companys website at www.ginnifilaments.com. During the year under review, there has beennomateriallysignificantrelated party transaction between the Company and its related parties which requires disclosure in prescribed form. For related party transactions in financial Note No. 42 of the Financial Statement of the Company.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors on the Board of the Company are well versed with the Companys business model and the nature of industries in which it is operating.

The Directors are also kept updated with information of the Company, the industry and developments in different segments in which the Company operates at the Board meetings while reviewing the operations, quarterly/annual financial results budgets.

A familiarization programme for Independent Directors laid down by the Board has been posted on the Companys website at www. ginnifilaments.com.

RISK MANAGEMENT

The company has a risk management committee which has the responsibility to identify the risk and suggest the management the mitigation plan for the identified risks in accordance with the risk concerns are included in the Management Discussion and Analysis which is the part of this Directors Report.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and applicable Rules and recent amendments, for the year ended March 31, 2024, the Company was not required to make any expenditure towards CSR. Acknowledging its responsibility towards the society, your Company has put in place a CSR Policy, which may be referred to at the Companys website www.ginnifilaments.com . The CSR committee guides and monitors the activity undertaken by the Company in this sphere.

EXTRACT OF THE ANNUAL RETURN

A Copy of the Annual Return of the Company containing the particulars, prescribed u/s 92 of the Companies Act, 2013, in form MGT-7 is uploaded on the website of the Company i.e. www.ginnifilaments.com .

DEPOSITS

The Company has neither invited nor accepted any deposits from the public or its employees under section 73 of Companies Act, 2013 and rules made thereunder, during the year under review.

SIGNIFICANT AND MATERIAL ORDERS

There is no significant and material order passed by any of regulators, court of law or tribunals impacting the going concern status of the company or impacting its operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an internal financial controls system, commensurate with the size, scale and complexity of its operation. The details have been included in the Management Discussion and Analysis which is the part of this Boards Report.

STATUTORY AUDITORS

M/s. Doogar & Associates, Chartered Accountants (Firm Registration No. 000561IN) Statutory Auditors of the Company were appointed as Auditor of the Company at 39^th Annual General Meeting held on 28^th September, 2022, to hold office from the conclusion of 39^th AGM until the conclusion of 44^th AGM.

AUDITORS REPORTS

The Auditors Report on the Audited Financial Statement of the Company for the year ended 31^st March, 2024 do not contain any qualification, reservation or adverse remark so need not require any explanation or comment .

COST RECORDS

The Cost accounts and records as required to be maintained under Section 148 (1) of Act are duly made and maintained by the Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Mr. Praveen Rastogi, Proprietor of M/s Praveen Rastogi and Co., Company Secretary in practice as Secretarial Auditor of the Company to conduct the Secretarial Audit for the Financial Year ended March 31, 2024. The Secretarial Audit Report is annexed as Annexure –‘C.

The Secretarial Audit Report for the Financial Year ended on March 31, 2024 issued by Secretarial Auditor do not contain any qualification, reservation or adverse remark so need not require any explanation or comment,

CHANGE IN NATURE OF BUSINESS:

During the year under review, there has been no change in the Companys nature of business except Slump Sale of Spinning, Knitting and Processing Undertaking of the Company.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:

Not applicable during the financial year.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

There are no companies which have become or ceased to be subsidiary, joint venture and / or associate of the company during the financial year 2023-24.

SECRETARIAL STANDARD

The Company is in Compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and out-go, in accordance with the requirement of the Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Account) Rules, 2014 forms part of this Boards Report and is annexed as Annexure - ‘D.

REMUNERATION AND PARTICULARS OF EMPLOYEES

The information in accordance with the provisions of Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure – ‘E.

CORPORATE GOVERNANCE

Your Company is in compliance with the requirements and disclosures with respect to the report of Corporate Governance as required under Regulation 34 read with Schedule V of SEBI (LODR) Regulations, As a listed Company, necessary measures are taken to comply with the requirements of regulations of SEBI (LODR) Regulations, 2015. A report on Corporate Governance as stated above, alongwith acertificate from the Auditor, M/s Praveen Rastogi and Co., Company Secretary, forms part of this Boards

Report and is annexed as Annexure - ‘F.

COMPOSITION OF AUDIT COMMITTEE

As on the date of this report, the Audit Committee comprises of 3 Non Executive Independent Directors, viz., Shri J. P. Kundra

(Chairman of the Committee), Shri J.K. Bhagat and Smt. Manju Rana and one Executive Director i.e. Shri Shishir Jaipuria as Members.

COMPOSITION OF OTHER COMMITTEE

Details regarding Composition of other Committees of the Board are mentioned in the Corporate Governance Report forming part of this Annual Report.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FINANCIAL YEAR

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year

2023-24 against the Company.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted committee under the sexual harassment of women at workplace (prevention, prohibition and Redressal) Act, 2013 and complied with the provisions of the same.

The Company is committed to provide a safe and conducive work environment to its employees during the financial year. Your Directors further state that during the financial year, there were no cases filed pursuant to the Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013.

INDUSTRIAL RELATIONS

The Company continued to maintain harmonious and cordial relations with its workers in all its divisions, which enabled it to achieve best performance level on all fronts.

OTHER DISCLOSURES

(i) There were no instances of any fraud reported by the Auditors under Section 143(12) of the Act.

(ii) No material change or commitment has occurred after close of the financial year 2023-24 till the date of this Report, which affects the financial position of the Company.

ACKNOWLEDGEMENT

The Board of Directors of the Company wish to place on record their thanks and appreciation to all workers, staff members and executives for their contribution to the operations of the Company. The Directors are thankful to the Bankers, valued customers, suppliers, Government authorities, Stock Exchanges, Financial Institutions for their continued support to the Company. The

Directors also place on record their sincere thanks to the shareholders for their continued support, cooperation and confidence in the

Management of the Company.

For and on behalf of the Board of

 

Sd/-

SHISHIR JAIPURIA

Chairman & Managing Director DIN: 00274959

Directors

Place : NOIDA (U.P.)

Date : 20th May, 2024