gandhidham spinning & manufacturing co. … report of the directors for the year ended 31st...

50TH ANNUAL REPORT

GANDHIDHAM SPINNING &

MANUFACTURING CO. LTD.

WITH STATEMENT OF ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2013

1. Shri Sukhraj A. Singhvi 2. Shri Parasmal M. Jain 3. Shri Pradeep P. Jain

4. Shri Haresh K. Notani

5. Shri Mukesh K. Chaudhary

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.

State Bank of IndiaGandhidham Co-Op. Bank Ltd.

Spinning Mill BuildingAdipur (Kutch) - 370 205.

Auditors

Bankers

Registered Office

Board of Directors

1

Gandhidham Spinning & Manufacturing Co. Ltd. 50th Annual Report

2

N O T I C E

1.

2.

3.

4.

Ordinary Business :

Registered Office: Spinning Mill Building P.O.: Adipur (Kutch) - 370 205.Gujarat State

Place : Adipur-KutchthDated : 25 August 2013

Notes :

a.

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.


The Company's Register of members and share transfer books of the company will remain closed fromth th the date 19 September 2013 to 26 September 2013 (both days inclusive).

To receive, consider and adopt the Director's Report and Audited Balance sheet and profit & Loss Account for the year ended 31st March 2013.

To Appoint a Director in place of Shri Parasmal M. Jain, who retires by rotation and being eligible, offers himself for re-appointment.

To Appoint a Director in place of Shri Haresh K. Notani, who retires by rotation and being eligible, offers himself for re-appointment.

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.

thNotice is hereby given that the 50 Annual General Meeting of the Shareholders of Gandhidham Spinning &thManufacturing Company Ltd. will be held on Friday the 27 September 2013 at 04.00 P.M., at Spinning Mill

Building, Adipur, Dist. Kutch, Gujarat to transact the following business:

On behalf of Board of Directors

Pradeep P. JainDirector

Parasmal M. JainDirector

3

REPORT OF THE DIRECTORS FOR THE YEAR ENDED 31st MARCH 2013


To the Members,

thYour directors present the 50 Annual Report and Audited accounts of the Company for the financial styear ended 31 March 2013.

1. FINANCIAL RESULTSstThe operations of the Company remained suspended during the financial year ended 31 March, 2013.

During the year under review, the company has earned a net profit of Rs. 2,38,808.00 (previous year Rs. 25,83,201.00). Since there were losses in the past therefore a total loss upto the date is arrived at Rs. 2,58,23,398.96 (Previous year Rs. 2,60,62,206.96). Your Directors recommended this amount to be carried forward in the balance sheet.

2. DIVIDENDIn 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. OPERATIONSThe 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 on 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.

The Directors and Shareholders have been making temporary advances to the Company from time to time to meet its routine expenses. The outstanding amount payable to directors and Shareholders as on 31st March 2013 is Rs. 29,30,000/-, (previous year 24,00,000/-).

4. DIRECTORS :In Accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company Mr. Parasmal M. Jain and Mr. Haresh K. Notani retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

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, 2013 and losses of the Company for the period ended 31st March, 2013.

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.

4


d) The annual accounts have been prepared on a going concern basis, regarding para 4(vi) of 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 with.

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

stended 31 March, 2013 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 point no. 4(vi) 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 hereby acknowledge the same.

Registered Office: Spinning Mill Building P.O.: Adipur (Kutch) - 370 205.Gujarat State

Place : Adipur-KutchthDated: 25 August 2013

On behalf of Board of Directors



COMPLIANCE CERTIFICATE

5


Mrs. Ratan Kaladia, FCSCompany Secretary,Mumbai.

CIN of the Company: L17110GJ1962PLC001179Nominal Capital: Rs. 5.00 Crores

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

stCompany for the financial year ended 31 March 2013. 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.

th th th4. The Board of Directors duly met Six times respectively on 27 April, 2012, 29 July, 2011, 16 th th th August 2012, 25 August 2012, 26 October, 2012 and 28 January, 2013 in respect of which

meetings proper notices were given and the proceedings of were properly recorded and signed including the circular resolutions passed in Minutes Book maintained for the purpose.

5. The Company closed its Registers of Members from 13.09.2012 to 20.09.2012 (both days inclusive) and necessary compliance of section 154 of the Act, has been made.

st6. The Annual General Meetings for the financial year ended on 31.03.2012 was held on 21 September, 2012 after giving due notice to the members of the company and the resolution passed thereat 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 advanced any loans to its directors or persons or firms or companies referred to under section 295 of the Act.

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

st10. The Company has made necessary entries during the financial year ended 31 March 2013 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.

6


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.

st20. The Company has not bought back any shares during the financial year ending 31 March 2013.

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 58 A during the financial year.

24. The amount of Rs. 5,30,000.00 was borrowed by the company from a relative of director stduring the financial year ending 31 March 2013.

The amount borrowed by the company is within the borrowing limits of the company and is in compliance with the section 293 (1) (d) of the Companies Act, 1956.

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.

7


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.

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 SecretaryFCS No. 1395 CP No. 957

Place: Mumbai Date: 21.08.2013

1 Register of Members under section 150.2. Minutes of Board Meetings and General Meetings under section 1933. Register of Directors under section 3034. Registers of Directors Shareholding under section 3075. Register of charges6. Register of contract under section 301.

Registers as maintained by the company Statutory Registers

ANNEXURE - A

ANNEXURE - B

If Delay infilling whetherrequisite additional fee paid yes / No

Whether filed withinprescribed time yes / No

Date of payment of challan

ForFileUnderSection

E-formNo.

Sr.No.

Compliance Certificate for the financial year ended 31.03.2012

Annual Return as at the date of AGM held on 02.09.12

11.10.13

10.11.12

Yes

Yes

No

No

383(A)1

159

66

20B

2

Ratan Kapadia Company SecretaryFCS No. 1395 CP No. 957

Place: Mumbai Date: 21.08.2012

Balance Sheet forthe financial yearended 31.03.2011

10.10.12 No Yes22023AC XBRL& 23ACA

XBRL

1

3

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 2013.

8


9

INDEPENDENT AUDITOR’S REPORT


To,The Members of,Gandhidham Spinning & Manufacturing Co. Ltd. Adipur (Kutch)

We have audited the accompanying financial statements of Gandhidham Spinning & Manufacturing Company Limited ("the Company"), which comprise the Balance Sheet as at

st31 March 2013 and the r then ended, and a summary of significant accounting policies and other explanatory information.

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance 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") 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.

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. 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 2013 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.

REPORT ON THE FINANCIAL STATEMENTS

MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

AUDITOR'S RESPONSIBILITY

Statement of Profit & Loss for the Yea

10


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.2,93,27,924.96, instead of Rs. 2,58,23,398.96. (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 st

at 31 March 2013, and

b) In the case of the Profit & Loss Account, of the Profit 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 ;

11


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 2013 from being appointed as a Director in terms of clause (g) of Sub –

Section (1) of Section 274 of the Companies Act, 1956.

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

Chartered Accountants (Registration No. 105147W)

(Padamshi L . Shah)

Partner

Membership No. 5136Place:Gandhidham - KutchDate: 14.08.2012


Chartered Accountants(Registration No. 105147W)

(Padamshi L . Shah)Partner

Membership No. 5136

To,The Members of,Gandhidham Spinning & Manufacturing Co. Ltd.Adipur (Kutch)

Attention is invite to Para 7 of report of the Board of Directors.

AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE

Place:Gandhidham - KutchDate: 14.08.2013


st Annexure to the Auditors Report for the year ended on 31 March 2013.

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 have 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 Rs. 29,30,000/-.

(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.

12

Name of the Status Name of the Dues AmountForum where dispute is

pending

Sale Tax Commissioner (Appeals) Rajkot

13


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:

Sales Tax Act, 1969 Sales Tax Rs. 226830.00

(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.

14

Place: Gandhidham - KutchDate: 14.08.2013


Chartered Accountants(Registration No. 105147W)

(Padamshi L. Shah)Partner

Membership No. 5136


(XVI) The Company has not obtained any term loan. 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.

15

stBALANCE SHEET AS AT 31 MARCH 2013

AS AT31st March 2012

Schedule No.


(Amount in Rupees)

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) Parasmal M. Jain Pradeep P. JainPartner Director DirectorMembership No. 5136Place: Adipur - Kutch Date: 14.08.2013


EQUITY & LIABILITIES

SHAREHOLDER'S FUNDSa) Share Capitalb) Reserve & Surplus

NON-CURRENT LIABILITIESa) Other long term liabilitiesb) Long Term Provision

CURRENT LIABILITIESa) Other Current Liabilitiesb) Short Term Provisions

TOTAL FUNDS EMPLOYED

ASSETS

NON-CURRENT ASSETSa) Fixed Assets (i) Tangible Assetsb) Other Non-current assets

CURRENT ASSETSa) Trade Receivablesb) Cash and Bank Balancesc) Other Current Assets

TOTAL FUNDS UTILISED

12

34

56

15

7

89

10

35498710.00(25823398.96)

9675311.04

2930000.00213444.00

3143444.00

1503366.50966168.00

2469534.5015288289.54

3994129.6715000.00

4009129.67

4307336.006461334.87

510489.0011279159.87

15288289.54

Notes forming part of the Financial Statement 1 to 19

35498710.00(26062206.96)

9436503.04

2400000.00213444.00

2613444.00

1406258.500.00

1406258.5013456205.54

4185633.6715000.00

4200633.67

4307336.003070950.871877285.009255571.87

13456205.54

INCOMESa) Revenue from operationsb) Other Incomes

Total Revenue

EXPENDITUREa) Employee Benefit Expensesb) Finance Costc) Depreciation & Amortisation Exp.d) Other Expenses

Total Expenses

PROFIT/(LOSS) BEFORE TAXTax expense:

a) Curren Taxb) Short / Excess Provision for Tax of

earlier years c) Deferred Tax

PROFIT/(LOSS) FOR THE PERIOD

16

STPROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31 MARCH 2013

31st March 2012Schedule

No. 31st March 2013

(Amount in Rupees)

YEAR ENDED YEAR EMDED


11

12131514

4466796.000.00

4466796.00

25000.002001.00

191504.00832131.00

1050636.00

3416160.00

966168.002211184.00

0.00

238808.00

3357512.000.00

3357512.00

121667.00325.00

191504.00460815.00

774311.00

2583201.00

0.000.00

0.00

2583201.00

Notes forming part of the Financial Statement 1 to 19

As per our report of even date

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


(Padamshi L. Shah) Parasmal M. Jain Pradeep P. JainPartner Director DirectorMembership No. 5136

Place: Adipur - Kutch Date: 14.08.2013

17



(Amount in Rupees)


stNotes forming part of accounts for the year ended on 31 March 2012

Note 1: Share Capital Authorized :

250000, 9.5% Redeemable Cumulative Preference Shares of Rs. 10/- each4451000, Equity Share of Rs. 10/- each

299000, Unclassified Shares of Rs. 10/- each

Issued, Subscribed & Paid-up 200000, 9.5% Redeemable Cumulative PreferenceShare of Rs. 10/- each. Redeemable at Par on 31.12.90

3351000 Equity Share of Rs. 10/- each

Less: Allotment money in Arrears on Equity Shares

2500000.00

44510000.00

2990000.00

50000000.00

2000000.00

33510000.00

35510000.00(11290.00)

35498710.00

2500000.00

44510000.00

2990000.00

50000000.00

2000000.00

33510000.00

35510000.00(11290.00)

35498710.00

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

Name of the Shareholder

a) Shri Parasmal Munilal Jainb) Smt. Kamala Parasmal Jainc) Shri Tribhuvan Amarchand Singhvid) Shri Sukhraj Amarchand Singhvie) Shri Ramesh Amarchand Singhvif) Shri Babulal Amarchand Singhvig) Shri Ashok Amarchand Singhvih) Shri Sandeep Parasmal Jaini) Shri Pradeep Parasmal Jainj) Shri Arvind Vithaldas Joshi

ii) Reconciliation of the number of shares outstanding at the beginning and the end of the reporting periodTotal Number of Shares at the beginning of the periodAdd/less :- Adjustments during the yearTotal Number of Shares at the end of the period

828130297750281325282005281325281325281325264900264900248375

No. of SharesHeld

24.718.898.408.428.408.408.407.917.917.41

% of TotalHolding

3551000.000.00

3551000.00

3551000.000.00

3551000.00

18


Note 2 Reserves & SurplusProfit & Loss Account Balance as per last yearAddition during the year

Balance carried forward

Note 3 : Other Long Term Liabilitiesa) Loan from Directors and Shareholders

Note 4 : Long Term Provisiona) Gratuity Payable

Note 5 : Other Current Liabilitiesa) Creditors for Expensesb) Acceptancesc) Statutory Liabilities

Note 6 : short Term ProvisionsProvision for Tax

Note 7 : Other Non-Current AssetsGEB Security Deposit

Note 8 : Trade Receivables(unsecured, considered good except otherwise stated)a) Due for Period exceeding six monthsb) Others

Note 9 : Cash and Bank Balancesa) Balances with Scheduled Banks in Current Accountsb) Balance with other Banksc) Cash on hand

Note 10 : Other Current Assetsa) Advance Recoverable in cash or in kind or for the

value to be receivedb) Balance with Revenue Authorities

(26062206.96)238808.00

(25823398.96)

2930000.00

2930000.00

213444.00

213444.00

244958.501248048.00

10360.00

1503366.50

966168.00

966168.00

15000.00

15000.00

4307336.000.00

4307336.00

5955746.761125.71

504462.40

6461334.87

2000.00

508489.00

510489.00

(28645407.96)2583201.00

(26062206.96)

2400000.00

2400000.00

213444.00

213444.00

168438.501195390.00

42430.00

1406258.50

0.00

0.00

15000.00

15000.00

4307336.000.00

4307336.00

3043887.761125.71

25937.40

3070950.87

50769.00

1826516.00

1877285.00

19


Note 11 : Revenue from operationsa) Leave & License Rent

Note 12 : Employee Benefit Expensesa) Salary expenses

Note 13 : Finance Costa) Interest on Service Taxb) Interest on TDS

Note 14 : Other ExpensesAdministrative expensesAuditor's RemunerationBank ChargesDiwali GiftsElectricity ChargesLegal & Professional Fees & ChargesInsurance ExpenseRent, Rates & TaxesROC FeesFees & SubscriptionPostage & Courier ExpensesPrinting & Stationery ExpensesSecurity ChargesMisc. ExpensesRepair & MaintenanceTraveling Expense

4466796.00

4466796.00

25000.00

25000.00

1817.00184.00

2001.00

3780.0016854.00

1263.001100.00

33441.0073391.0013201.0029501.00

1020.001405.00

25.0010750.0054100.00

100.00592200.00

0.00

832131.00

3357512.00

3357512.00

121667.00

121667.00

325.000.00

325.00

3125.0016854.00

4235.006100.00

30950.0063455.0020771.00

147613.000.00

7597.00875.00

8750.0045600.00

1700.0098804.00

4386.00

460815.00






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21


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 is recognized on time proportion basis taking into account the amount outstanding and the rate applicable.

(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 manner prescribed in schedule XIV to The Companies act, 1956 over useful life.

(E) Investments:Investments that are readily realizable and intended to be held for not more than a year 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 investment 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.

22


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 there 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 2012-13 F.Y 2011-12

Net Profit/ (Loss) After Current Tax & Deferred Tax 238808.00 2583201.00

Weighted Average Number of Equity 3351000.00 3351000.00Shares of Rs. 10/- each

EPS (Rs.) - Basic & Diluted 0.07 0.77

Note 18 : Related Party Disclosuresl The management has identified the following Companies, Firms & Individuals as related

parties of the company for the year ended on 31st march, 2012 for the purposes of reporting as per AS-18 related party transaction.

Name of the Party Nature of Relation1 Key Management Personal2 Key Management Personal3 Smt. Kamla P. Jain Wife of Shri Parasmal M. Jain

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

Shri Sukhraj A. SinghviShri Parasmal M. Jain

Sr. No. Particulars Loan Accepted Repair & Maintenance Expenses

1 Smt. Kamla P. Jain 530,000 592,200

23


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

(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 8213540.00 8023540.00

liable (i) Arrears of preference dividend subject to

deduction of tax.

(c) Contingent Liabilities not provided for :

1. Suits by Creditors Amount Amount

Unascertained Unascertained

2. Claims of Ex-Chief Executive contested 60946.00 60946.00

3. Claims of Gandhidham Municipality for Municipal Amount Amount

Taxes-Disputed Unascertained 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.

No. PARTICULARS Current Year Previous Year






24

BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE

ANNEXURE - II

Registration No. 1179 State Code 04 31 03 2013 Date Month Year

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

Sources of Funds Paid up Capital Reserves & Surplus 35499 -25823

I. REGISTRATION DETAILS

II CAPITAL RAISED DURING THE YEAR (AMOUNT IN RS. THOUSAND)Public Issue Right Issue NIL NIL

Private placement NIL

Bonus IssueNIL

Total Liabilities Total Assets 12819 12819

Secured Loans Unsecured LoansNIL 2930

Deferred Liability 213

Applications of Funds Net Fixed Assets Other Non-Current Assets 3994 15

Net Current Assets Misc. Expenditure8810 NILAccumulated Losses NIL

IV PERFORMANCE OF COMPANY (AMOUNT IN RS. THOUSAND)Turnover Total Expenditure 4467 1051Profit Before Tax Profit After Tax3416 239Earning per share in Rs. Dividend rate % 0.07 NIL

(AS PER MONETARY TERMS) Item Code (ITC Code) Product Description NIL NIL

V GENERIC NAMES OF THREE PRINCIPAL PRODUCTS / SERVICES OF COMPANY





AUDITOR'S CERTIFICATE

We have examined the attached Cash Flow Statement of Gandhidham Spinning & Manufacturing Co. Ltd. forst

the year ended 31 March 2013. The Statement has been prepared by the Company in accordance with therequirements 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 ofeven date to the members of the company.


(Padamshi L. Shah)Partner

Membership No.5136

CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31.03.2013 AS PER THE LISTING AGREEMENT (Amount in Rupees)

On behalf of the Board of Directors

ParticularsS.No.

A

C


2012-13 2011-12

CASH FLOW FROM FINANCING ACTIVITIESProceeds from Long term Borrowings (Net)Repayment of Long term Borrowings (Net)Dividends PaidNET CASH USED IN FINANCING ACTIVITIES

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

B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed AssetsSale of Fixed AssetsAcquisition of CompaniesPurchase of Investments & Loans & AdvancesSale of Investments

NET CASH GENERATED FROM INVESTMENT ACTIVITIES

CASH GENERATED FROM OPERATIONSInterest PaidDirect Taxes Paid (TDS)Interest ReceivedDividend ReceivedNET CASH GENERATED FORM OPERATING ACTIVITIES

OPERATING LOSS/PROFIT BEFORE WORKING CAPITAL CHANGESAdjustments for: Add:Trade and other receivablesLess: InventoriesLess: Trade Payables

NET PROFIT/LOSS BEFORE TAX & EXTRA -ORDINARY ITEMS Adjustments for: ADD: Depreciation Interest paidInterest and dividend earnedADD: Loss on sale of Fixed Assets / InvestmentsLESS: Profit on Sale of Fixed Assets/ InvestmentsProvision for Tax

238808

1915040000

9661681396480

13667960

97108

2583201

19150400000

2774705

(405867)0

155676

28603840000

2860384

53000000

530000

339038430709516461335

25


25245140000

2524514

000000

000000

0000

2524514546437

3070951

For Khimji Kunverji & Co. (Gandhidham)Chartered Accountants

(Registration No. 105147W)



ATTENDANCE SLIP

Folio No.

No.of Shares

thI hereby record my presence at the 50 ANNUAL GENERAL MEETING of the company at Spinning Mill Building, thAdipur-Kutch at 4.00 PM on Friday, 27 September 2013

Signature of the attendingMember / 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

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

GANDHIDHAM SPINNING & MANUFACTURING COMPANY LTD.

PROXY

as my/our Proxy to attend and vote for me/us and on my/our

behalf at the FIFTIETH ANNUAL GENERAL MEETING of the Company to be held on Friday, 27th September 2013 at 4.00 PM and at any adjournment thereof.

Member/Members of the above named Company, hereby appoint

I /WeI n t h e d i s r t i c t o f

of

ofbeing a

in the distr ic tor

in the distr ic tof

offa i l ing him of

Signed this day of 2013

SignatureFolio No.

No. of Shares

Affix Re.1.00Revenue

Stamp

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

This form is to be used resolution. Unless otherwise instructed the proxy will act as he thinks fit.*in favour of

*against

GANDHIDHAM SPINNING &MANUFACTURING CO. LTD. ADIPUR (KUTCH)

26


* Stike out whichever is not desired.

GANDHIDHAM SPINNING &MANUFACTURING CO. LTD.

IF UNDELIVERED PLEASE RERUTN TO

Spinning Mill Building,Adipur (Kutch) 370 205

gandhidham spinning & manufacturing co. … report of the directors for the year ended 31st...

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