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ANNUAL REPORT 2014-2015

INDUSTRIES LTD
GINZA INDUSTRIES LIMITED

Contents
Particulars Pages

Company Information .................................................................................................2-2


Notice to Shareholders ..............................................................................................3-12
Director's Report ....................................................................................................13-19
Extract to Directors Report .......................................................................................20-42
STANDALONE FINANCIAL STATEMENTS & NOTES
Independent Auditors' Report on Financial Statements .................................................43-46
Balance Sheet ........................................................................................................47-47
Profit and Loss Statement ........................................................................................48-48
Cash Flow Statement ..............................................................................................49-49
Significant Accounting Policies ..................................................................................50-53
Notes on Financial Statements .................................................................................54-66
CONSOLIDATED FINANCIAL STATEMENTS & NOTES
Independent Auditors' Report on Consolidated Financial Statements ..............................67-70
Consolidated Balance Sheet .....................................................................................71-71
Consolidated Profit and Loss Statement .....................................................................72-72
Consolidated Cash Flow Statement ...........................................................................73-73
Significant Accounting Policies on Consolidated Accounts .............................................74-74
Notes on Consolidated Financial Statements ..............................................................75-89

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ANNUAL REPORT 2014 - 2015

COMPANY INFORMATION

BOARD OF DIRECTORS: BANKERS/NBFCs:

Ashok Kumar Sethia 1. Union Bank of India


Chairman and Managing Director 2. State Bank of India
3. Bank of India
Manoj Kumar Sethia 4. Standard Chartered Bank
Jt. Managing Director 5. IDBI Bank Ltd.
6. Allahabad Bank
Arvind Kumar Sethia 7. Central Bank of India
Jt. Managing Director 8. Vijaya Bank
9. Small Industries Development Bank of India
Laxmipat Banthia
10. The Ratnakar Bank Ltd.
Whole Time Director
11. Aditya Birla Finance
Ajay Agrawal 12. Tata Capital Financial Services Limited
Non Executive Director AUDITORS:
M/s Agarwal Sanganeria & Co.
Mihir R. Mehta Chartered Accountants
Independent Director 208, Maker Bhavan - 3, Behind Aaykar Bhavan,
21 New Marine Lines, Mumbai - 400 020
Abhay V. Chappia
Independent Director CORPORATE OFFICE:
A-501, 502 Lotus Corporate Park,
Divyesh P. Shah Off Western Express Highway Goregaon- East
Whole Time Director
Mumbai, 400063 India

REGISTERED OFFICE: REGISTRAR AND TRANSFER AGENT


11, Clive Row, 4th Floor, R.No.1/A,A, Bigshare Services Pvt. Ltd.
Kolkata : 700 001, West Bengal E-2/3, Ansa Industrial Estate, Saki Vihar Road,
Saki Naka Andheri (East), Mumbai 400 072.
BRANCH OFFICES : Board No 022-4043 0200; Fax No 022-2847 5207
Mumbai, Ahmedabad, Bangalore,
Delhi, Kolkata, Tripura, Surat, Raschel & Warp Knitted Fabric Unit
Goregaon & Ulhasnagar Plot No A-2/11, Sachin Udyog Nagar,
Sahakari Mandali, Dandi Road,
WAREHOUSING FACILITIES: Vanzgoan, Sachin, Surat., Gujarat,
Plot No A-15, 16 & 17, Sardar Patel Road No. 2,
Garment Unit
Udhana Udyog Nagar, Surat- 394210, Gujarat
1. Plot No.61, Apparel Park, Sachin, Gujarat
Yarn & Elastic Tape Unit 2. Plot No. B- 2, 29 & 30, Sachin Udyog Nagar,
Plot No 6, 8 & 9, Unity Industrial Complex, Sahakari Mandli, Dandi Road, Vanz Goan, Sachin
Chala Daman Road, Kachigam, Daman 3. 1st Floor, C- Wing, Udyog Bhavan No. 2
Plot No. K-2, Additional Ambernath Industrial Area,
Raschel & Warp Knitted Fabric Unit Near Anand Nagar Village, Jambhavalli Taluk,
Plot No A-2/11, Sachin Udyog Nagar, Ambernath, Dist. Thane
Sahakari Mandali, Dandi Road,
Vanzgoan, Sachin, Surat., Gujarat Value Addition Unit
Plot No. 362,GIDC, Sachin, Surat, Gujarat
Embroidery Unit
Plot No. B-2, 29 & 30, Torchon Lace Unit
Sachin Udyog Nagar Sahakari Mandli, Plot(s) No : 23, 24, 25, 26, 45, 46, Ghat no 251,
Dandi Road, Vanz Gaon, Sachin Survey No 33-82, Palghar, Maharashtra,

Warp Knitted Fabric Unit Eye & hook Unit


1. Plot No 87, 88, 89, SUR SEZ, Plot No 87, 88, 89, SUR SEZ, Sachin,
Sachin, Taluka Choryasi, Surat, Gujarat Taluka Choryasi, Surat, Gujarat
2. Plot No. B- 2, 29 & 30,
Sachin Udyog Nagar Sahakari Mandli, Process House
Dandi Road, Vanz Goan, Sachin, Surat, Gujarat Plot No. 362,GIDC, Sachin, Surat, Gujarat

OTHER INFORMATION:
Telephone No.: +91 (22) 40659600 Fax: 91-22-40659650
Website: www.ginzalimited.com E-Mail Address: ginza@vsnl.com
CIN: U17297WB1986PLC040991
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GINZA INDUSTRIES LIMITED

NOTICE OF ANNUAL GENERAL MEETING


NOTICE IS HEREBY GIVEN THAT THE 29TH ANNUAL GENERAL MEETING OF GINZA INDUSTRIES LIMITED
WILL BE HELD ON 28th AUGUST, 2015 AT 3.00 P.M AT THE REGISTERED OFFICE OF THE COMPANY SITUATED
AT 11, CLIVE ROW, 4TH FLOOR, ROOM NO 1/A/A, KOLKATA, WEST BENGAL – 700001 TO TRANSACT THE
FOLLOWING BUSINESS:

Ordinary Business:

1. To receive, consider and adopt the Financial Statements of the Company for the year ended 31st March, 2015
including audited Balance Sheet as at 31st March, 2015, Statement of Profit and Loss Account for the year ended on
that date and the Reports of the Board of Directors and Auditors’ thereon.

2. To appoint a Director in place of Mr. Manoj Kumar Sethia (holding DIN No. 02528442) who retires by rotation and
being eligible, offers himself for re-appointment.

3. To appoint M/s. Agarwal Sanganeria & Co, Chartered Accountants (ICAI Registration No. 317224E) as Statutory
Auditors of the Company and fix their remuneration.

“RESOLVED THAT that pursuant to the provisions of Section 139 and other applicable provisions, if any, of the
Companies Act, 2013 and read with Companies (Audit and Auditors) Rules, 2014 (including any statutory
modification, re-enactment and amendments made from time to time) consent of members be and is hereby
accorded to re-appoint M/s Agarwal Sanganeria & Co., Chartered Accountants bearing Registration Number
317224E, as Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting
until the conclusion of the next Annual General Meeting of the members, on such remuneration as may be mutually
agreed by the Board of Directors in consultation with the Auditors, in addition to reimbursement of service tax and
all out of pocket expenses in connection with the audit of the Accounts of the Company.”

Special Business:

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

“RESOLVED THAT pursuant to provisions of Section 148 and other applicable provisions, if any, of the Companies
Act, 2013 and read together with the Companies (Audit and Auditors) Rules, 2014, M/s NKJ and Associates, Cost
Accountants appointed as the Cost Auditors of the Company bearing membership no. 18869, for the conduct of the
audit of the cost accounting records of the Company for the Financial Year 2015-16, as per their scope of work and
be paid remuneration of Rs. 50,000/- exclusive of Service tax and reimbursement of out of pocket expenses
incurred, if any.

RESOLVED FURTHER THAT any one of the Directors of the Company be and is hereby authorised to file Form CRA-
2 with the Central Government and to do all acts, deeds including filing of any e-forms with Registrar of Companies
and take steps as may be necessary, proper or expedient to give effect to this resolution.”

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

“RESOLVED THAT the consent of the members be and is hereby accorded for keeping the area of jurisdiction of
wholly owned subsidiary company M/s Sunsilk Dyeing & Printing Mills Private Limited (hereinafter referred to as
“SDPMPL”) in the State of Gujarat for all the matters pertaining to loan availed from The Cosmos Co-operative Bank
Limited, till such loan is subsisting with SDPMPL.

RESOLVED FURTHER THAT any of the directors of the company be and are hereby severally authorized to do all
such act and things necessary to make effective the above resolution.”

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

“RESOLVED THAT pursuant to Section 14 and all other applicable provisions and sections, if any, of the Companies
Act, 2013 and any other law for the time being in force (including any statutory modification(s) thereto or re-
enactment thereof, for the time being in force) consent of the members be and is hereby accorded to amend Articles
of Association as placed before the members by adding clauses as follows in Articles of Association of the Company:

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ANNUAL REPORT 2014 - 2015

Clause 4A to Part III of Articles: Subject to the provisions of the applicable sections of the Act and all other
applicable laws, if any, the company may from time to time issue any securities including equity shares, preference
shares whether convertible into equity or not, debenture, whether convertible into equity or not, sweat equity,
warrants and or any other securities.

Part XVII - Share Warrants

79. Right to issue share warrants

(a) The Company may issue share warrants subject to, and in accordance with provision of the Acts and rules
made hereunder as amended from time to time.

(b) The Board may, in its discretion, with respect to any share which is fully paid on application in writing signed by
the person registered as holder of share or any other person as the Board may enter into agreement from time
to time.

80. The terms of issue and exercise of the Warrants shall be as follows:

80.1. Each Warrant entitles Bennett Coleman & Co. Ltd. (‘hereinafter referred as BCCL’) to subscribe to and be allotted
the BCCL Shares, calculated as follows:

BCCL Shares = Warrant Exercise Amount ÷ Subscription Price

Where Subscription Price shall be:

“Subscription Price” shall be the price per Share equivalent to the Minimum Price. Provided that if the price (“Z”)
calculated in terms of the equation below is greater than the Minimum Price, then the Subscription Price shall be Z,
or upon the occurrence of any Liquidity Event prior to exercise of the Warrants by BCCL, such revised price per
Share calculated in accordance with Article 2.4 of the Share Cum Warrant Subscription Agreement (‘hereinafter
referred as Agreement’).

Z = X – (Long Term Debtbased on the Audited Accounts 2016, as defined in Article 6.23 of the Agreement + cash
balance based on the Audited Accounts 2016, as defined in Article 6.23)/Y of the Agreement, where

X = the EBITDA based on the Audited Accounts 2016, as defined in Article 6.23 of the Agreement*8.5 (the EBITDA
Multiple); [Note: If a post money EBITDA multiple is given it needs to be converted into the pre-money multiple.]

Y = (Number of issued and subscribed Shares as on 30th June 2016, on a Fully Diluted Basis).

80.2. BCCL, at its sole discretion, shall be entitled to exercise all or some of the Warrants as per the procedure laid down
in Article 4.4 of the Agreement.

80.3. BCCL shall be entitled to exercise a Warrant for a part or whole of the Warrant Value. Upon such part exercise by
BCCL, the Company shall, simultaneously with the allotment of the relevant number of BCCL Shares to BCCL,
issue a fresh Warrant Certificate evidencing BCCL’s right to be allotted Shares for the balance Warrant Value.

80.4. The Warrants may be exercised at any time within a period commencing from 1st July 2016 and ending on a day
prior to the 5th anniversary of the Closing Date (“Warrant Exercise Period”), at the sole discretion of BCCL.
Provided that upon the Company proposing to have an IPO of its Shares, BCCL may exercise the Warrants at any
time after the appointment of a lead manager for such IPO.

80.5. In the event BCCL does not exercise its option to exercise all the Warrants and subscribe to the Shares of the
Company within the Warrant Exercise Period, the Warrant Subscription Amount shall be forfeited by the Company
and the Warrants shall lapse. If BCCL exercises only a part of the Warrants to Shares during the Warrant Exercise
Period, then the Warrants which have not been exercised within the Warrant Exercise Period shall lapse and the
Warrant Subscription Amount in relation to the Warrants not exercised shall be forfeited by the Company.

80.6. The Warrants shall be transferable through endorsement and delivery, subject to the provisions of lock-in in terms
of Article 6.3 of the Agreement.

80.7. The Parties agree that for the purpose of calculation of price per Share for any further issue of Shares or Share
linked securities to BCCL in the Company within a period of 2 (two) years from the date hereof, the valuation of the
Company shall be determined in the manner set out in Article 2.3.1 of the Agreement. This Article shall not be
applicable to any issue of Shares or Share linked securities to BCCL pursuant to this Agreement.
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GINZA INDUSTRIES LIMITED

81. In the event of a Fresh Offering:

(1) during a period of 2 (two) years from the Closing Date, for an aggregate amount not exceeding Rs.
20,00,00,000/- (Rupees Twenty Crore only) whereby the price per Share for such Fresh Offering is lower than
the Subscription Price at that point of time,

(2) during a period of 1 (one) year from the Closing Date, for an aggregate amount exceeding Rs. 20,00,00,000/-
(Rupees Twenty Crore only) whereby the price per Share for such Fresh Offering is lower than the Subscription
Price at that point of time, by more than 20% (twenty percent),

(3) during a period beginning from the first anniversary of the Closing Date and ending on the second anniversary
of the Closing Date, for an aggregate amount exceeding Rs. 20,00,00,000/- (Rupees Twenty Crore only)
whereby the price per Share for such Fresh Offering is lower than the Subscription Price at that point of time, by
more than 15% (fifteen percent), then the Company shall issue and the Promoters shall cause the Company to
issue and allot such number of Shares forming part of the Fresh Offering to BCCL, in accordance with applicable
Laws, for no additional consideration or the minimum additional consideration permitted in accordance with
applicable Laws, such that the weighted average price of the Subscription Shares together with the Shares
acquired by BCCL at the Fresh Offering shall be equal to the price per Share paid for the Shares issued at the
Fresh Offering by another Person. The Company shall obtain and the Promoters shall cause the Company to
obtain all approvals, regulatory and otherwise, in this regard. In the event the Company is unable to allot the
Shares to BCCL for no additional consideration, the Promoters shall, jointly and severally, sell such number of
Shares held by the Promoters at no additional consideration to BCCL, such that the weighted average price of
the Subscription Shares together with the Shares acquired by BCCL from the Promoters in the manner
indicated herein shall be equal to the price per Share paid for the Shares issued at the Fresh Offering by another
Person. Such allotment or Transfer of Shares to BCCL shall take place no later than 7 (seven) days from the date
of the Fresh Offering. Upon such allotment the Company shall hand over share certificates pertaining to the
fresh Shares. In the event of Transfer by the Promoters, the Promoters shall execute a valid transfer deed and
provide the same to BCCL, and the Company shall register the transfer of Shares in the name of BCCL. All costs
incidental to the allotment or Transfer, as the case may be, shall be respectively borne by the Company and the
Promoters. Provided that the Article 6.6 of the Agreement shall not be applicable to issue of Shares (i) by way of
an ESOP and/or against the Promoter Loans provided that such issue of Share does not exceed 5% (Five
Percent) of the issued and subscribed Share capital of the Company of a Fully Diluted Basis; (ii) pursuant to a
Strategic Acquisition.

82. The Company hereby agrees and covenants with BCCL that the Company shall and the Promoters shall cause the
Company to take all necessary steps to ensure that all transactions of the Company with related parties shall take
place on arms-length basis.

83. The Promoters shall not Transfer any part of their shareholding in the Company without the prior written consent of
BCCL, where such Transfer results in aggregate shareholding of the Promoters falling below 51% (Fifty One
percent) of the total issued and subscribed equity share capital of the Company. Further, the Promoters shall make
available to BCCL at all times during the subsistence of this Agreement, details, including as to price, of all sales
carried out in terms of Article 8.2.1 (Tag Along) of the Agreement, no later than 7 (Seven) days from the date of
entering into an agreement for such sale. Provided that this Article shall not be applicable to Transfer of Shares
inter-se Promoters.

84. The Promoters and the Company agree that the Company shall not be merged with any other company, any division
demerged, or in any way restructured, including reduction of capital, without obtaining the prior written consent of
BCCL for the scheme of merger, demerger or other restructuring, as the case may be.

85. The Company hereby covenants that it shall not sell, license, assign or in manner part with all or a part of its rights to
any of the brands currently owned by the Company or acquired by the Company in future without having obtained
the prior written consent of BCCL.

86. The Company hereby covenants that it shall not issue any further Shares in the Company to the Promoters, and/or
their affiliates (including Relatives in case of individual Promoters), without obtaining the prior written consent of
BCCL.

87. With respect to the Warrants, the Promoters and the Company hereby covenant that:

87.1. Upon exercise of the Warrants, or a part thereof, the Company shall compulsorily issue and allot such number of
Shares being subscribed to by BCCL in terms of this Agreement.

87.2. The Company shall at all times keep available for issuance and delivery upon exercise of the Warrants such number
of its Shares as may be required to permit the exercise in full of all the Warrants.
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ANNUAL REPORT 2014 - 2015

87.3. The Company shall ensure and the Promoters shall cause the Company to ensure that the authorised capital of the
Company is at all times sufficient for issue of the BCCL Shares, or is increased accordingly to permit issue of the
BCCL Shares to BCCL.

87.4. If the Company, while the Warrants remain in effect, (i) splits or subdivides the outstanding Shares or determine
that holders of Shares are entitled to receive additional Shares or other securities or rights convertible into, or
entitling the holder thereof to receive directly or indirectly, additional Shares (including any issue of bonus
Shares); or (ii) decreases the number of Shares outstanding by a consolidation of the outstanding Shares; BCCL
shall be entitled, upon exercise of the Warrants, to subscribe for the aggregate number and kind of Shares which, if
the Warrants had been exercised as on the date of issue of the Warrants, that BCCL would have owned upon such
exercise and been entitled to receive by virtue of such issue of additional shares, subdivision or consolidation; and
the Subscription Price and the BCCL Shares shall automatically be adjusted immediately after the date on which
the board of directors of the Company approves such issue of additional Shares, sub division or consolidation.
Such adjustments shall be made successively and cumulatively whenever any event listed above shall occur.

87.5. In case of any Reorganisation as hereinafter defined, the Company shall, as a condition precedent to such
transaction, cause effective provisions to be made so that BCCL shall have the right thereafter, by exercising the
Warrants, to purchase, in addition to the BCCL Shares on exercise of the Warrants which BCCL was entitled to
subscribe immediately prior to the Reorganisation, the kind and amount of Shares and other securities and
property receivable upon such Reorganisation by BCCL that might have been received upon exercise of the
Warrants immediately prior to such Reorganisation. Any such provision shall include provision for adjustments in
respect of such Shares and other securities and property that shall be as nearly equivalent as may be practicable
to the adjustments provided for in the Warrants. The foregoing provisions of this Article shall similarly apply to
successive Reorganization transactions. For purposes of this Article, “Reorganisation” shall mean capital
reorganization or other change of outstanding Shares of the Company or any consolidation, demerger or merger
of the Company with or into another corporation or any sale, lease, transfer or conveyance to another corporation
of the property and assets of the Company as an entity.

87.6. Upon occurrence of a situation as envisaged in either of Articles 6.21.4 & 6.21.5 of the Agreement, the Company
shall, at its expense, compute such adjustment in accordance with the terms hereof to reflect such adjustment in
its registers and prepare and furnish to BCCL a certificate setting forth such adjustment and showing in detail the
facts upon which such adjustment is based, no later than 7 (Seven) days from the date of such adjustment. Such
certificate shall set forth (i) such adjustment and readjustment, and (ii) the number of Shares and the amount, if
any, of other property that at the time would be received upon exercise of the Warrants.

88. EXIT

88.1. Put-Option

88.1.1. In the event that the IPO of the Company and listing of the Subscription Shares on a recognised stock exchange
is not completed for any reason whatsoever within 5 (Five) years from the date hereof, or in the event of a
breach of any representations, warranties or covenants of this Agreement by the Company and/or the
Promoters, BCCL shall have the right, by written notice signed by BCCL (Put Option Notice), to require the
Promoters, jointly and severally, to purchase all or some of the Shares held by BCCL as indicated by BCCL in the
Put Option Notice, at the price per Share being not less than the Subscription Price. The Promoters shall
complete the Purchase of the Shares held by BCCL within 30 (Thirty) days from the date of the Put Option
Notice.

88.1.2. In the event, the Promoters fail to complete the purchase of the Shares held by BCCL within 30 (Thirty) days
from the date of the Put Option Notice, then in addition to other rights available under law, BCCL shall be
entitled, at any time thereafter, to exercise its rights in terms of Articles 8.1.3 and 8.1.4 of the Agreement.

88.2. Tag Along Right

88.2.1. Notwithstanding anything to the contrary in this Agreement subject however to Article 6.9 of the Agreement,
the Parties hereby agree that in the event the Promoters, or any of them, as the case may be, by themselves or
through their affiliates, intends to Transfer all or part of their shareholding in the Company to a third party who is
not an affiliate of the Promoters (the “Third Party Offeror”), the Promoters shall provide notice of such proposed
sale to BCCL no later than 30 (thirty) days prior to the proposed closing of such sale. The Promoters, or any of
them as the case may be, shall not be permitted to carry out the sale unless simultaneously with the sale the

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GINZA INDUSTRIES LIMITED

Third Party Offeror makes an offer in writing to BCCL to purchase a pro-rata portion (i.e. a ratio of Shares of the
Promoters proposed to be transferred to the Shares held by the Promoters at the time of the sale or disposal, as
the case may be) of the Shares held by BCCL in the Company at such time, on the same terms and conditions as
the Third Party Offeror’s proposed acquisition of Shares from the Promoters, or any of them, as the case may
be, including as to price (the “Tag-Along Offer”). The Third Party Offeror’s Tag-Along Offer shall remain open for
acceptance for not less than 30 (thirty) days following delivery to BCCL of the offer of the Third Party Offeror.

Provided that in the event that any such sale or disposal by the Promoters results in the Promoters’ shareholding
falling below 51% (Fifty One percent) of issued and subscribed equity share capital of the Company (whether in
a single transaction or a series of transaction related or otherwise), the Promoters shall not be permitted to
carry out such sale or otherwise dispose of the Shares held by the Promoters, unless simultaneously with the
sale, the Third Party Offeror makes an offer in writing to BCCL to purchase all the Shares held by BCCL in the
Company at such time, on the same terms and conditions as the Third Party Offeror’s proposed acquisition of
Shares from the Promoters, including as to price.

Provided further that BCCL shall not be required to provide any representations and warranties other than on
ownership of its Shares and shall be entitled to receive the cash equivalent of any non-cash consideration in such
sale.

88.2.2. If the Third Party Offer or refuses to purchase Shares from BCCL and BCCL notified the Promoters in writing
within 30 (Thirty) days following receipt by BCCL of the Promoters’ notice that it desires to sell its Shares to the
Third Party Offeror, the Promoters shall reduce the number of Shares proposed to be sold to the Third Party
Offeror and BCCL shall sell to the Third Party Offeror, and Promoters shall ensure that the Third Party Offeror
shall buy, a pro rata portion or all of the Shares held by BCCL at that time, as the case may be, on the same
terms and conditions, including as to price, as described in Article 8.2.1 of the Agreement. It is clarified that the
Promoters will not be permitted to sell any Shares to the Third Party Offeror, unless and until the Third Party
Offeror has acquired all the Shares offered by BCCL on the terms and conditions, including as to price, as
described in Article 8.2.1 of the Agreement.

88.3. Right of First Refusal

88.3.1 Subject to the lock-in restriction in respect of the Subscription Shares prescribed in Article 6.3 of the
Agreement, BCCL shall have the right to sell the Subscription Shares or a part thereof and the Warrants or a part
thereof by way of a negotiated deal to any third party in the manner provided in this Article and shall be entitled
to share such information with respect to the performance of the Company with such third party.

88.3.2 Before the completion of the IPO, if BCCL desires to Transfer the Subscription Shares or a part thereof or
Warrants or a part thereof (“BCCL Securities”) by way of a negotiated deal, BCCL shall first give a written notice
(the “Transfer Notice”) to the Promoters, stating BCCL’s intention to Transfer the BCCL Securities, the number of
the BCCL Securities proposed to be transferred, the identity and details of the proposed buyer and the price and
the other terms and conditions at which BCCL proposes to Transfer the BCCL Securities.

88.3.3 Upon receipt of the notice, the Promoters shall have the right to buy all the BCCL Securities offered by BCCL, by
themselves or by a person/entity nominated by the Promoters, at the price and on the same terms and
conditions as specified in the Transfer Notice. Such a right shall be exercisable by a written notice from the
Promoters to BCCL, within 30 (Thirty) days from the date of receipt of the Transfer Notice sent by BCCL. In the
event that the Promoters or any person/entity nominated by the Promoters does not buy the BCCL Securities
specified in the Transfer Notice, then BCCL shall have the right to sell the BCCL Securities to the said proposed
buyer on terms not more favourable than those specified in the Transfer Notice.

88.3.4 If the Promoters, by themselves or through an entity nominated by them, fails to purchase the BCCL Securities
within 21 (Twenty one) days from the date of the notice by which the Promoters exercised their right to buy the
BCCL Securities, in addition to all other remedies available in law to BCCL, the Right of First Refusal in terms of
the Article 8.3 of the Agreement shall stand extinguished in respect of all Transfers (including any future
Transfers) by BCCL.

88.3.5 After the occurrence of the IPO, BCCL shall have the right to Transfer, the BCCL Securities, or a part thereof, in
any manner and to any Person that it deems fit free from all restrictions.

88.4 It is clarified that, subject to Article 8.3 of the Agreement, BCCL shall have the right to transfer or sell or
otherwise dispose of the BCCL Securities in any manner at the expiry of the lock-in period mentioned in Article
6.3 of the Agreement.
89. Any amendment to the Articles of Association which in any manner affects the rights and obligations of BCCL shall
require the affirmative vote of BCCL.

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ANNUAL REPORT 2014 - 2015

90. The provisions of Articles 28, 29, 30, 31, 32 and 34 of the Articles of Association of the Company shall not be
applicable to the Subscription Shares.

RESOLVED FURTHER THAT Mr. Ashok Kumar Sethia, Managing Director of the Company be and is hereby
authorized to take all such steps and actions for the purpose of making all such filings and registration as may be
required in relation to aforesaid amendment to the Article of Association and further to do all such acts, deeds,
things as may be necessary to give effect to the resolution and matters related thereto.”

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

“RESOLVED THAT pursuant to provisions of Section 42 and 62 of the Companies Act, 2013 and rules and
regulations made thereto under , or any other applicable provisions if any, of the Companies Act, 2013 (including
any statutory modification or re-enactment thereof for the time being in force, and subject to the Articles of
Association of the Company consent of members is hereby accorded to offer, issue and allot by way of private
placement, in one or more tranches upto 5 (Five) warrants on preferential basis to Bennett Coleman Co. Ltd.,
(hereinafter referred to as “BCCL”) entitling holder of each Share warrant (hereinafter referred as the “Warrants”)
as identified by the Board of Directors of the Company for a consideration of Rs. 1,50,02,000/- (Rupees One Crore
Fifty Lakhs and Two Thousand only) per Warrant, being the Warrant Subscription Price, aggregating to Rs.
7,50,10,000/- (Rupees Seven Crore fifty lakhs and ten thousand only) referred as Warrant Subscription amount.

RESOLVED FURTHER THAT warrant certificates representing the aforesaid warrants in the format prescribed in
the Share cum Warrant Subscription Agreement be issued to BCCL, duly signed by Mr. Ashok Kumar Sethia,
Managing Director and Mr. Laxmipat Banthia, Whole Time Director of the Company after due stamping as per the
applicable laws.

RESOLVED FURTHER THAT the Common Seal of the Company be affixed to such documents, deeds, evidences,
writings and undertakings and/or other related papers executed in furtherance of the aforesaid resolutions as per
the applicable provisions of the Act, wherever necessary and if applicable in the presence of the any Directors of the
Company who shall sign the same in token thereof.

RESOLVED FURTHER THAT the Board be and hereby is authorised to issue allot such number of Equity shares as
may be required to be issued and allotted upon excise of option by warrant holder(s) or as may be necessary in
terms of the offer.

RESOLVED FURTHER that any of the Director of the Company be and is hereby authorised to signs all/ any e-
forms, other forms, returns, documents as may be required to be filed whether physically or electronically with the
Ministry of Corporate Affairs, Registrar of Companies, consequent upon the issuance of Subscription Shares through
private placement, finalise the terms of issuance of the warrants as well as determine the number of series in which
the warrants are to be issued by the Company and to do all such acts, deed, things as may be necessary to give
effect to the above resolution.”

By Order of the Board of Directors

Ashok Kumar Sethia


Managing Director
(DIN- 01283310)
Place: Mumbai
Address: Flat No.305, 306, 307,
Date : 24.07.2014
Meghdoot Towers, B-Wing,
Lokhandwala back road,
Andheri (W), Mumbai- 400053.

8
GINZA INDUSTRIES LIMITED

Notes:

1. The Explanatory statement pursuant to Section 102 of the Companies Act, 2013, which sets out details relating to
Special Business at the meeting under Item No’s 4 to 7 of the Notice, is annexed hereto.

2. A member entitled to attend and vote at the Annual General Meeting (AGM) is entitled to appoint proxy to attend and
vote instead of himself and the proxy need not be a Member of the Company. The instrument appointing the proxy ,
in order to be effective, must be lodged with the Company at the registered office, duly completed and signed at
least 48 hours before the meeting. Proxies submitted on behalf of limited companies, societies, etc., must be
supported by appropriate resolutions/authority, as applicable. A person can act as proxy on behalf of Members not
exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company. In
case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the
Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder.

3. Members /Proxies should bring duly-filled Attendance Slips to attend the meeting along with their copy of Annual
Report to the meeting.

4. In case of joint holders attending the Meeting, the Member whose name appears as the first holder in the order of
names as per the Register of Members of the Company will be entitled to vote.

5. Corporate Members intending to send their authorized representatives to attend the meeting are requested to send
to the Company, a duly certified copy of the Board Resolution authorizing such a representative to attend and vote
on their behalf at the Annual General meeting.

6. Members are requested to notify changes, if any, in their registered addresses to the Company’s Registrars.

7. All documents referred to in the notice and explanatory statement will be made available for inspection in physical or
electronic form between 11. a.m. to 2.00 p.m at the Head Office as well as Corporate Office of the Company

8. The Notice of the AGM along with the Annual Report 2014-15 is being sent by electronic mode to those Members
whose e-mail addresses are registered with the Company/Depositories, unless any Member has requested for a
physical copy of the same. For Members who have not registered their e-mail addresses, physical copies are being
sent by the permitted mode.

9. To support the ‘Green Initiative’, the Members who have not registered their e-mail addresses are requested to
register the same with Company/Depositories.

10. Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of
Companies Act, 2013 and Register of Contracts or arrangements in which directors are interested maintained under
Section 189 of the Companies Act, 2013 will be available for inspection by the members at the Annual General
Meeting.

By Order of the Board of Directors


Place: Mumbai
Date: 24.07.2015
Ashok Kumar Sethia
Managing Director
(DIN- 01283310)

Address: Flat No.305, 306, 307,


Meghdoot Towers, B-Wing,
Lokhandwala back road,
Andheri (W), Mumbai- 400053.

9
ANNUAL REPORT 2014 - 2015

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT,


2013
The following Explanatory Statement, as required by Section 102 of the Companies Act, 2013, sets out all material facts
relating to the businesses mentioned under item 4 to 7 of the accompanying notice dated 24th July, 2015

ITEM NO. 4

In accordance with the provisions of Section 148 of the Companies Act, 2013 and all other applicable provisions of the
Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force and the
Companies (Audit and Auditors) Rules, 2014 (the Rules), the Company is required to appoint cost auditor to audit the
cost records for the applicable products of the Company. The remuneration payable to the Cost Auditors is required to be
ratified by the members of the Company in accordance to the provisions of the Act and Rule 14 of the Rules.

The Board of Directors of the Company at its meeting held on July 24, 2015, on the recommendation of the Audit
Committee had approved the appointment of M/s NKJ and Associates, Practicing Cost Accountants as the Cost Auditor of
the Company for the financial year 2014-15 at a remuneration of Rs. 50,000/- exclusive of service tax and all out of
pocket expenses incurred, if any, in connection with the cost audit.

Accordingly, consent of members is sought for approving the Ordinary Resolution as set out in Item No. 4 for ratification
of remuneration payable to the Cost Auditor for conducting the Audit of the Cost records of the Company, for the financial
year ended 31st March, 2016.

None of the Directors of the Company or Key Managerial Personnel or their relatives are concerned or interested directly
or indirectly in the proposed Ordinary Resolution as set out at Item No. 4.

The Board of Directors approved the Resolution set out at Item No. 4 of the Notice for ratification by the Members.

ITEM NO. 5

M/s. Sunsilk Dyeing & Printing Mills Private Limited (hereinafter referred to as “SDPMPL”) being a wholly owned
subsidiary of M/s Ginza Industries Limited has shifted its registered office from Plot No. B-1 & B-2, Gujarat Eco Textile
Park, At Baleshwar, Tal: Palsana, Surat- 395315, Gujarat to 11, Clive Row, 4th Floor, Room No. 1A/A, Kolkata 700 001,
West Bengal w.e.f April 8th, 2015. As per the provisions of Section 13 of the Companies Act, 2013 and rules made
thereunder, the application to the Central Government for alteration of the memorandum relating to the place of the
registered office from one State to another requires consent of the creditors, debenture-holders and other persons
concerned with the company.

In view of the above, The Cosmos Co-operative Bank Limited, Surat Branch, is a Creditor of SDPMPL and has granted
NOC on the condition that an Ordinary Resolution should be passed for keeping the area of jurisdiction in the State of
Gujarat for all the matters pertaining to Loan availed, till such loan is subsisting with SDPMPL.

None of the Directors, or Key Managerial Personnel or their relatives is concerned or interested directly or indirectly in
above resolution as set out at Item No. 5.

ITEM NO. 6

The Company wants to issue Share Warrants to Bennett Coleman & Co. Ltd. (‘hereinafter referred as BCCL’) pursuant to
Share Cum Warrant Subscription Agreement (‘hereinafter referred as Agreement) entered between Bennett Coleman &
Co. Ltd. and Ginza Industries Limited and Promoters. The present Articles of Association of the Company does not
contain any provisions for issuing warrants, in order to enable the Company to issue shares to BCCL amendment in
Articles of Association is required. Further as per the Condition Precedent of the above mentioned agreement Article 79
to 90 of the above mentioned resolution is required to be added in the existing Articles of Association of the Company.

Accordingly, the Board of Directors of the Company (“Board”) had approved the Articles of Association, subject to the
approval of the shareholders of the Company.

None of the Directors of the Company or Key Managerial Personnel except Mr. Ashok Kumar Sethia, Managing Director,
Mr. Arvind Kumar Sethia, Jt. Managing Director, Mr. Manoj Kumar Sethia, Jt. Managing Director are concerned or
interested directly or indirectly in the proposed Special Resolution as set out at Item No. 6.

The Board recommends resolutions under Item No. 6 to be passed as special resolution.

10
GINZA INDUSTRIES LIMITED

The Amended Articles of Association is made available at this meeting and will also be made available for inspection in
physical or electronic form between 11.00 a.m to 2.00 p.m at the Head Office as well as Corporate Office of the Company.

ITEM NO. 7

The Company intends to issue share warrants to Bennett Coleman & Co. Ltd. (‘hereinafter referred as BCCL’) on private
placement basis. As per Section 42 and 62 of the Companies Act, 2013, special resolution is required for such issue.

The Company and Promoters have entered into Share Cum Warrant Subscription Agreement with BCCL on such terms
and conditions agreed between the Company and Promoters and BCCL.

The Special Resolution, if passed, will have the effect of allowing the Board to issue and allot Warrants to Bennett
Coleman & Co. Ltd. The Board recommends passing of the resolution contained above of the accompanying notice.

None of the Directors of the Company or Key Managerial Personnel or their relatives except Mr. Ashok Kumar Sethia,
Managing Director, Mr. Arvind Kumar Sethia, Jt. Managing Director and Mr. Manoj Kumar Sethia, Jt. Managing Director
are concerned or interested directly or indirectly in the proposed Special Resolution as set out at Item No. 7.

The Share Cum Warrant Subscription Agreement is made available at this meeting and will also be made available for
inspection in physical or electronic form between 11.00 a.m to2.00 p.m at the Head Office as well as Corporate Office of
the Company.

The Company is proposing to offer, issue and allot 5 (Five) Warrants, for a consideration of Rs. 1,50,02,000/- (Rupees
One Crore Fifty Lakhs and Two Thousand only) per Warrant.

Given below is a statement of disclosures as required under clause 2 of Rule 13 of the Companies (Share Capital and
Debentures) Rules, 2014:

(a) the objects of the issue:

The object of the Company for issuing warrants is to meet its expansion plan and to strengthen its financial
position.

(b) the total number of shares or other securities to be issued:

Total of 5 (Five) Warrants to be issued.

(c) the price or price band at/ within which the allotment is proposed:

Allotment of 5 (Five) Warrants is proposed for a consideration of Rs. 1,50,02,000/- (Rupees One Crore Fifty Lakhs
and Two Thousand only) per Warrant, aggregating to Rs. 7,50,10,000/- (Rupees Seven Crore fifty lakhs and ten
thousand only)

(d) basis on which the price has been arrived at along with report of the registered valuer:

Price has been arrived on the basis of Valuation report received from S. R. Ghedia & Associates, Chartered
Accountants.

(e) relevant date with reference to which the price has been arrived at:

Company has received the Valuation Report from S. R. Ghedia & Associates, Chartered Accountants. dated 20
July,2015.

(f) the class or classes of persons to whom the allotment is proposed to be made:

Allotment is proposed to be made to Bennett Coleman & Co. Ltd.

(g) intention of promoters, directors or key managerial personnel to subscribe to the offer:

None of the promoters, directors or key management personnel intends to subscribe to the offer.

(h) the proposed time within which the allotment shall be completed:

The Warrants shall be allotted within a period of 60 days from the date of receipt of the application money.

11
ANNUAL REPORT 2014 - 2015

(i) The names of the proposed allotees and the percentage of post preferential offer capital that may be
held by them;

The name of proposed allottee is M/s Bennett Coleman & Co. Ltd. The post preferential offer will be determined on
exercising of Warrants.

(j) the change in control, if any, in the company that would occur consequent to the preferential offer:

There will not be any change in control of the company consequent to the preferential offer.

(k) the number of persons to whom allotment on preferential basis have already been made during the
year, in terms of number of securities as well as price:

During the year the Company has not made any allotment on preferential basis.

(l) the justification for the allotment proposed to be made for consideration other than cash together with
valuation report of the registered valuer:

Company has not allotted any shares to any shareholder for consideration other than cash.

(m) The pre issue and post issue shareholding pattern of the company is not applicable as the Company is issuing
Warrants-

12
GINZA INDUSTRIES LIMITED

DIRECTORS’ REPORT
To
The Members of

GINZA INDUSTRIES LIMITED

The Directors have pleasure to present their Annual Report and the Audited Annual Accounts for the year ended
31st March, 2015.

RESULTS OF OPERATIONS: (Amounts in lacs)


PARTICULARS 2014-15 2013-14
Total Operational Income 34203.29 27450.58
Other Income 69.26 40.82
Total Income 34272.55 27491.40
Less: Operating Expenditure 29017.45 22948.54
Profit before Interest, Depreciation, Amortization Tax & Exceptional Item 5255.10 4542.86
Less: Depreciation & Amortization 1986.28 1269.92
Less: Finance Cost 1778.41 1793.57
Profit before Tax and Exceptional Item 1490.41 1479.37
Exceptional Items - -
Profit before Tax 1490.41 1479.37
Less: Provision for Taxation( incl. liability for earlier years) 325.35 460.00
Less: Deferred Tax Liability/assets 27.73 71.03
Add: MAT credit entitlement 13.74 -
Net Profit for the year 1151.07 948.34
EPS- Basic & Diluted 12.96 10.68
Notes – Previous year figures has been regrouped wherever necessary to bring them in line with the current year’s
representation of figures.
BUSINESS OPERATIONS:

The Company’s gross revenue for the financial year ended March 31, 2015 increased to Rs. 34203.29 lacs from Rs.
27458.24 lacs in the previous year, registering a growth of 24.67%. The net profit for the year increased by 21.38% to
Rs. 1151.07 from Rs. 948.33 lacs in the previous year. The Depreciation provisioning during the year under review has
increased by 56.41 % to Rs 1986.28 Lacs from Rs 1269.92 Lacs in the previous year due to changes made in the
Companies Act 2013. The Company has also charged depreciation amounting to Rs.770.10 lacs net of deferred tax
liability written back to the retained earnings of the company pursuant to provisions of Schedule II of the Companies Act
2013 of the assets which has completed their useful life as on 01.04.2014, carrying value net of residual value as
transitional provisions.

FUTURE OUTLOOK:

The Indian Economy grew @7.4% in financial year 2015 as compared to 6.9% in financial year 2014 as per the latest GDP
estimates mostly on account of improved economic fundamentals. Reduced inflation, falling crude prices, reduction in
gold import couple with the low gold prices, stable Indian currency as compared to its peers, higher capital inflow
supported by government reforms initiative has already put Indian on accelerated growth track. The government is
looking for growth more than 8% for FY 2016. The government initiative such as e auction of coal mines, telecom, speedy
regulatory approvals etc are critical growth enablers. GST implementation, amendment in land acquisition bills, labour
reforms will provide the requite thrust to the growth in medium sector.

The Indian textile industry contributes nearly 6% of the GDP, 11% of the exports and is second largest employer after
agriculture. The rural economy has seen spurt in the income levels in last few years and with its linkage with the rural
economy will provide huge growth potential. The government of India is considering textile segment as a whole as a key
sector under the Make in India campaign. This itself shows the huge growth potential the industry holds.

The retail segment is one of the fastest growing sector. The Indian retail industry has seen high growth in last decades
with noticeable shift to organized retailing. On line retailing has created further growth potential for the retail sector as it
has breached the urban and rural barrier.

However the growth prospects are constrained by many challenges including rising input cost such as increasing labour
cost, power cost, restrictive labour law and intensive competition from low cost countries like Bangladesh.

13
ANNUAL REPORT 2014 - 2015

Company’s existing infrastructure in terms of production capacity, quality, product range, marketing network, technical
capabilities and dedicated management team has laid the foundation for a much faster growth. The company has
evolved itself as diversified manufacturer of best-class textiles accessories to world class lingerie manufacturer and
acting as preferred vendors to international brands. On the strength these factors, the company is in process of launching
the Brand “SOIE” in Woman’s lingerie and garment segment in the domestic market after experiencing the success on its
soft launch. The company expects to grow in double digit in its manufacturing segment in medium terms.

DIVIDEND:

With a view to conserve the resources and strengthen the reserves for future expansion, your Directors do not
recommend any dividend for the year ended 31st March, 2015.

TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserve out of amount available for appropriations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, Guarantees and Investment covered under Section 186 of the Companies Act, 2013 form part of the notes to the
financial statements provided in this Annual Report.

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the
Rules made thereunder during the year and as such, no amount of Principal or Interest was outstanding as on the Balance
Sheet date.

EXTERNAL CREDIT RATING:

CRISIL has assigned on the long term borrowing of the company a rating of CRISIL A-/Stable and on short term
borrowing CRISIL A2+.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES:

Section 188 of the Companies Act, 2013 specifies restrictions in related party transactions related to contracts or
arrangements.

A Company entering into Contract or Arrangement with related parties requires the consent of the Board with respect to:

• sale , purchase or supply of any goods or material

• selling, buying, disposing, leasing of any kind of property

• availing or rending services

• appointment of any agent for any of purchase or sale, services or property

• appointment of related party at office or place of profit, its subsidiary or holding Company or associate Company

The aforesaid transaction can be entered only after seeking in principal approval of the Board or where the transaction
has already taken place, the same is required to be ratified within 3 months from the date of the transaction effected.

Further, aforesaid transactions as mentioned above, with the related parties shall be entered only with the prior approval
of the company by a special resolution if the same exceeds the limits prescribed under the aforementioned Rules.

Company has entered into agreement and Contract which falls under section 188 of Companies Act, 2013. However, the
provisions of Section 188 of the said act are not applicable since the transactions entered into by the Company with
related parties are in its ordinary course of business, which are on arm’s length basis.

A detailed disclosure of these transactions with the Related Parties is annexed with this Report in Form AOC-2 in
“Annexure - 2”

14
GINZA INDUSTRIES LIMITED

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINACIAL YEAR AND DATE OF REPORT:

There have been no material changes and commitments affecting the financial position of the Company between the end
of the financial year and the date of the report.

DIRECTORS:

In accordance with the Articles of Association and provisions of Section 152(6) of the Companies Act, 2013 and the
Company‘s Articles of Association, Mr. Manoj Kumar Sethia, Jt. Managing Director of the Company shall retire by
rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

Further, Mr. Divyesh Shah was appointed as Additional Director on September 25th, 2014 and his directorship was
regularized vide Extra Ordinary General Meeting held on February 19th, 2015.

BOARD MEETINGS:

The Board of Directors (herein after called as “the Board”) met for 4 times during the Year under review.

STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149 (6) OF THE
COMPANIES ACT, 2013:

Pursuant to Section 149 (4) of the Companies Act, 2013 read with The Companies (Appointment and Qualifications of
Directors) Rules, 2014 the Central Government has prescribed that your Company shall have minimum two Independent
Directors.

In view of the above provisions, your Company has following Independent Directors:

Sr. Name of the Independent Director Date of appointment / Date of passing of


No. Reappointment special resolution (if any)
1. Abhay Vinodrai Chhapia 26.06.2014 25.09.2014

2. Mihir Mehta 26.06.2014 25.09.2014

All the above Independent Directors meet the criteria of ‘independence’ prescribed under Section 149(6) and have
submitted declaration to the effect that they meet with the criteria of ‘independence’ as required under Section 149(7) of
the Companies Act, 2013.

COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There
are currently five committees of the Board, as follows:

 Management Committee: The power has been given by Board to this Committee for taking routine decisions as
and when required which is within the powers of the Committee. The Board comprises of three members viz; Mr.
Ashok Kumar Sethia, Mr. Manoj Kumar Sethia and Mr. Laxmipat Banthia, Directors of the Company.

 Audit Committee: This committee acts in accordance with the terms of reference specified in writing by the Board
and as mentioned in Section 177 of the Companies Act, 2013. This Committee comprises of viz; Mr. Mihir Mehta,
Independent Director, Mr. Ajay Agrawal, Non- Executive Director and Mr. Laxmipat Banthia, Whole Time Director of
the Company.

Acceptance of recommendations of the Audit Committee:

There were no such instances wherein the recommendations of the Audit Committee were rejected by the Board of
Directors.

 Corporate Social Responsibility Committee: As per Section 135 of the Companies Act, 2013 every company
having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net
profit of rupees five crore or more during any financial year shall constitute Corporate Social Responsibility
Committee (CSR). The Committee shall consist of three or more directors, out of which at least one director shall be
independent director.

15
ANNUAL REPORT 2014 - 2015

Aligning with the guidelines and in accordance with Section 135 of the Companies Act, 2013. Your Company has
formed this committee in accordance of Section 135 of the Companies Act, 2013. The Company has formulated the
Corporate Social Responsibility Policy which in detailed is set out in Annexure 6. The members of this committee
are Mr. Mihir Mehta, Independent Director, Mr. Ashok Kumar Sethia, Managing Director and Mr. Manoj Kumar Sethia,
Jt. Managing Director.

 Nomination and Remuneration Committee: Your Committee has re-constituted its Remuneration Committee
and has also changed its nomenclature to Nomination and Remuneration Committee as per Section 178 of the
Companies Act, 2013 vide its Board Meeting dated September 25th, 2014. The members of this committee are Mr.
Mihir Mehta, Independent Director, Mr. Abhay Chhapia, Independent Director and Mr. Ajay Agrawal, Non-Executive
Director. The policy in detail has been set out in Annexure 4.

 Independent Directors Committee: This Committee was formed for evaluating the performance of the non
independent Directors, Chairperson of the Company and the Board as the whole. The criteria for evaluating are
briefly mentioned in Schedule IV of the Companies Act, 2013.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company do not have any associate and Joint Venture Companies. A report on the performance and financial position
of each of the subsidiaries as per Companies Act, 2013 is provided in Annexure 1 to the consolidated financial
statement.

SUBSIDIARIES:

Your Company has two wholly owned subsidiaries:

1. Ginza Lifestyles Limited (GLL)

GLL is engaged in imports of textiles and resale it in the domestic market by leveraging its relationship with overseas
Suppliers.

GLL recorded sales of Rs. 3221.15 lacs (Previous Year Rs. 401.46 lacs) during the F.Y. 2014-2015.

2. Sunsilk Dyeing & Printing Mills Private Limited

Sunsilk Dyeing & Printing Mills Private Limited is engaged in the business of dyeing and finishing. Sunsilk Dyeing &
Printing Mills Private Limited recorded revenue of Rs.2831.04 lacs (Previous Year Rs. 2621.58 lacs) during the F.Y.
2014-2015.

AUDITORS & AUDITOR’S REPORT

Statutory Auditors & Auditors’ Report:

M/s Agarwal Sanganeria & Co. Chartered Accountants, Mumbai, Statutory Auditors of your Company retire at the
ensuing Annual General Meeting (AGM) of the Company and are re-appointed as Statutory Auditors of the Company, to
hold office from the conclusion of the forthcoming Annual General Meeting until the conclusion of the next Annual General
Meeting of the members. They have signified their willingness to accept office, if re-appointed. The Auditors have given
their consent in writing and have furnished a certificate to the effect that their re-appointment, if made, would be in
accordance with the provisions of Section 139(1) and that they meet with the criteria prescribed under section 141 of the
Companies Act, 2013. Yours Directors recommend their re-appointment in the ensuing Annual General Meeting.

The observations made by the Statutory Auditors in their Report read with the relevant notes as given in the Notes to
Accounts for the year ended March 31, 2015, are self-explanatory and therefore do not call for any further
comments.

Cost Auditor:

M/s. NKJ & Associates, Practicing Cost Accountant were appointed as Cost Auditor as required under Section 148 of the
Companies Act, 2013 read with Rule 14 of the Companies (Cost Records and Audit) Amendment Rules, 2014, for the
financial year ending March 31, 2015.

The Directors, on the recommendation of the Audit Committee, re-appointed M/s. NKJ & Associates, Practicing Cost
Accountant, to audit the cost accounts of the Company for the financial year ending 31st March, 2016 on a remuneration
of Rs.50,000/– (Rupees Fifty Thousand Only) plus applicable taxes. The remuneration payable to the Cost Auditor is
required to be ratified subsequently by the shareholders at the forthcoming AGM.

16
GINZA INDUSTRIES LIMITED

Secretarial Auditor:

M/s. Pramod S. Shah & Associates, Practising Company Secretaries, Mumbai were appointed to conduct the secretarial
audit for the financial year 2014-15 as required under Section 204 of the Companies Act, 2013 and Rules made
thereunder M/s. Pramod S. Shah and Associates have issued their Audit report for the financial year ended March 31,
2015 is attached in Annexure 5.

Your Company has appointed M/s. Pramod S. Shah and Associates as a Secretarial Auditor of the Company for
conducting Secretarial Audit of the Company for the Financial Year 2015-16.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the year under review.

ANNUAL RETURN:

The extract of annual return for the financial year 2014-15 is attached in Annexure 3.

INSURANCE:

All the insurable interests of your company including inventories, buildings, plant & machinery and office premises are
adequately insured against risk of fire and other risks.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND


OUTGO:

The information required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 are given below :

Conservation of Energy: The Company adopts proper steps for conservation of energy in its manufacturing process.

Technology Absorption, adaptation & Innovation: The Company has not imported any technology at any time
during the last five years except installation and addition of the ultra modern technology based machines to its
manufacturing locations, in order to keep abreast of the latest developments in technology in textiles industry.

Efforts are made towards technology absorption, adaptation and innovation. The Company has been developing in-
house modifications/ improvements in process technology in its various manufacturing sections which, when found
suitable, are integrated into the regular manufacturing operation.

Benefits derived as a result of the above efforts are: product improvement, cost reduction, product development,
import substitution and increased business potential.

RESEARCH AND DEVELOPMENT

Specific areas in which R & D has been carried out by The Company has carried out R & D in the area of New
the Company product development, improving product quality, cost
control and energy conservation

Benefits derived as a result of R & D Sales and quality of the products has improved substantially

Future plan of action Continuing work for improvement in quality of the products

Expenditure of R & D No separate records has been maintained for expenditure


1) Capital incurred for R & D.
2) Recurring
3) Total R & D Expenditure as a percentage
of total turnover

17
ANNUAL REPORT 2014 - 2015

FOREIGN EXCHANGE EARNINGS AND OUTGO (Rs. In lacs)

PARTICULARS 2014-15 2013-14


Earnings 5855.02 3422.84
Outflows
(i) Raw Materials 2492.65 2684.61
(ii) Stores and Spare Parts 259.74 105.50
(iii) Capital Goods 2710.98 379.27
Net Foreign Exchange Earnings (NFE) 350.62 253.46
NFE/Earnings (%) +ve +ve

VIGIL MECHANISM:

The Board of Directors of your Company has established a vigil mechanism and detailed of such mechanism has given in
the Annexure 7.

RISK MANAGEMENT:

The Board of Director of your Company have identified industry specific risk and other external, internal, political and
technological risk which in opinion of the board are threaten to the Company and Board has formulated the policy for how
to manage the risk and what actions are required to take for diminish the adverse effect of the risk.

A detailed policy of Risk management attached in “Annexure - 8 “

PARTICULARS RELATING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,


PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the
Company’s premises through various interventions and practices. The Company always endeavours to create and
provide an environment that is free from discrimination and harassment including sexual harassment.

The Company is in the process of adopting a policy on Prevention of Sexual Harassment at Workplace which aims at
prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of
undesired behaviour. An Internal Complaints Committee (ICC) would be set up from the senior management with women
employees constituting majority which would be responsible for redressal of complaints related to sexual harassment
and follows the guidelines provided in the Policy to be adopted.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration in excess of the limits prescribed under Rule (5)(2) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and
according to the information and explanations obtained /received from the operating management, your Directors make
the following statement and confirm that:

a) in the preparation of the Annual Accounts for the financial year ended March 31, 2015, the applicable accounting
standards had been followed along with proper explanation relating to material departures;

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 year ended March 31, 2015 and of the profit of the Company for that financial year;

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;

18
GINZA INDUSTRIES LIMITED

d) the Directors had prepared the Annual Accounts for the financial year ended March 31, 2015, on a going concern
basis; and

e) 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.

ACKNOWLEDGMENT:

Your Directors take this opportunity to thank the Company’s Customers, Vendors, Investors and Bankers for their
continued support, guidance and co-operation during the year. We also wish to thank the Government of India, the
State Governments and various Government Agencies for their immense support. Your Directors also places on record
their deep sense of appreciation for the excellent contribution made by Employees through their co-operation,
commitment, competence with the view to achieve consistent growth for the Company. The directors are thankful to
the esteemed shareholders for their support and the confidence reposed in the Company.

For and behalf of Board of Directors

Ashok Kumar Sethia


Place : Mumbai Chairman & Managing Director
Date : 24th July, 2015 (DIN 01283310)

19
ANNUAL REPORT 2014 - 2015

ANNEXURES TO THE BOARD’S REPORT

ANNEXURE 1- STATEMENT CONTAINING THE SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF


SUBSIDIARIES

[Pursuant to first proviso to Sub-section (3) of Section 129 of the Companies Act, 2013, read with Rule 5 of the
Companies (Accounts) Rules, 2014- AOC-1]
Amount in Lacs
Name of the Subsidiary Ginza Lifestyles Sunsilk Dyeing
Limited & Printing Mills
Pvt Ltd
Reporting period for the subsidiary concerned,
if different from the holding company’s reporting period March 31, 2015 March 31, 2015
Reporting currency and exchange rate as on the last date
of the relevant Financial year in the case of foreign subsidiaries INR INR
Share Capital 5.00 543.00
Reserves & Surplus 12.95 (121.48)
Total Assets 454.02 3007.48
Total Liabilities 454.02 3007.48
Investments - 18.61
Turnover 3221.15 2831.04
Profit before taxation 10.11 (158.32)
Provision for taxation 3.29 -
Profit after taxation 6.83 (158.32)
Proposed Dividend - -
% of shareholding 100% 100%

20
GINZA INDUSTRIES LIMITED

ANNEXURE 2- PARTICULARS OF CONTRACTS/ ARRANGEMENTS MADE WITH RELATED PARTIES

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules,
2014- AOC-2)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to
in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third
proviso thereto.

1. Details of contracts or arrangements or transactions not at arm’s length basis:

There were no contracts or arrangements or transactions entered into during the year ended March 31st, 2015,
which were not at arm’s basis.

2. Details of material contracts or arrangement or transactions at arm’s length basis:

Name(s) of related party Ginza Lifestyles Sunsilk Dyeing & Vineet Enterprises Kamal Exports,
Limited Printing Mills Abhay Industries,
Pvt Ltd Abhay Traders

Nature of relationship Wholly-owned Wholly-owned Relative of the Director is Partner


subsidiary subsidiary Director /Director

Nature of contract/ Purchase of Job work of Sale of Fabrics Sale / Purchase/


arrangements/ transactions Fabrics processing fabrics Job Work of Fabrics

Duration of contract/ Not Applicable Not Applicable Not Applicable Not Applicable
arrangements/ transactions

Salient terms of the contract/ Based on Based on transfer Based on transfer Based on transfer
arrangements/ transactions transfer pricing pricing guidelines pricing guidelines pricing guidelines
guidelines

Date(s) of approval by the Board 26.06.2014; 25.09.2014; -


25.09.2014; 30.12.2014; -
30.12.2014; 18.03.2015
18.03.2015

Amount paid as advances, if any Nil Nil -


-
For Ginza Industries Limited

Ashok Kumar Sethia


Chairman & Managing Director
(Din: 01283310)

21
ANNUAL REPORT 2014 - 2015

ANNEXURE 3- EXTRACT OF ANNUAL RETURN

Form No. MGT-9

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014]

Details as on Financial Year ended March 31st, 2015

I. REGISTRATION AND OTHER DETAILS:

i. Corporate Identity Number (CIN) of the Company U17297WB1986PLC040991

ii. Registration Date July 24th, 1986

iii. Name of the Company Ginza Industries Limited

iv. Category/ sub-category of the Company Company limited by shares

v. Address of the registered office and 11, Clive Row, 4th Floor, Room No. 1A/A,
contact details Kolkata - 700 001.
Tel - 033-22429984

vi. Whether listed company No

vii. Name, address and contact details of Registrar Bigshare Services Pvt. Ltd.
and transfer agent E-2/3, Ansa Industrial Estate Saki Vihar Road,
Saki Naka Andheri (East), Mumbai- 400 072.
Board No.: 022- 4043 0200;
Fax No.: 022- 2847 5207

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Name and description NIC code of the % of total turnover


of main products/ services product/service of the Company

Manufacture of Textiles Division-13 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Particulars CIN Holding/ subsidiary % holding as at Applicable


March 31st, 2015 section

Twistex India Limited U17111WB1996PLC079636 Holding 58.28% 2(46)

Ginza Lifestyles Limited U17290MH2011PLC215134 Wholly owned subsidiary 100.00% 2(87)

Sunsilk Dyeing & Printing U17112WB2007PTC206107 Wholly owned subsidiary 100.00% 2(87)
Mills Private Limited

22
IV. SHAREHOLDING PATTERN (Equity share capital break-up as percentage of total equity):
i) Category-wise shareholding
Category of Shareholders No of shares held at the beginning of the year No of shares held at the end of the year % change
during the year
Demat Physical Total % of total Demat Physical Total % of total
shares shares
Promoters
1. Indian
a) Individual - 1472600 1472600 16.58 - 1636200 1636200 18.42 -
b) Central Govt - - - - - - - - -
c) State Govt (s) - - - - - - - - -
d) Bodies Corp. - 5176956 5176956 58.28 - 5176956 5176956 58.28 -
e) Banks/ FI - - - - - - - - -
f) Any other.. - 2006100 2006100 22.58 - 1903300 1903300 21.43 -
Sub Total (A) (1):- - 8655656 8655656 97.44 - 8716456 8716456 98.12 -
2. Foreign
a) NRI- Individuals - - - - - - - - -
b) Other- Individuals - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Banks/ FI - - - - - - - - -
e) Any other.. - - - - - - - - -
Sub Total (A) (2):- - - - - - - - - -
Total Shareholding of - 8655656 8655656 97.44 - 8716456 8716456 98.12 -
Promoters (A)= (A)(1)+(A)(2)
A. Public Shareholding
1. Institutions
a) Mutual Funds - - - - - - - - -
b) Banks/ FI - - - - - - - - -
C) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies - - - - - - - - -
g) FIIs - - - - - - - - -
h) Foreign Venture Capital Funds - - - - - - - - -
i) Others (Specify) - - - - - - - - -
Sub Total (B)(1):- - - - - - - - - -
GINZA INDUSTRIES LIMITED

23
24
No of shares held at the beginning of the year No of shares held at the end of the year % change
during the year
Demat Physical Total % of total Demat Physical Total % of total
shares shares
2. Non Institutions
a) Bodies Corp. - - - - - - - - -
i) Indian - 14500 14500 0.16 - 14500 14500 0.16 -
ii) Overseas - - - - - - - - -
b) Individuals - - - - - - - - -
i) Individual shareholders holding
ANNUAL REPORT 2014 - 2015

nominal share capital upto


Rs. 1 lakh - 207950 207950 2.34 - 147150 147150 1.66 -
ii) Individual shareholders holding
nominal share capital in excess
of Rs. 1 lakh - - - - - - - - -
c) Others (Specify) - 5000 5000 0.06 - 5000 5000 0.06 -
Sub Total (B)(2): 227450 227450 2.56 166650 166650 1.88
Total Public - - - - - - - - -
Shareholding (B)=(B)
(1)+ (B)(2)
A. Shares held by custodians
for GDRs & ADRs - - - - - - - - -
Grand Total (A+B+C) - 8883106 8883106 100 - 8883106 8883106 100 -

ii) Shareholding of Promoters


Shareholders Name Shareholding at the beginning of the year Shareholding at the end of the year % change in
share holding
No of % of total % of shares No of % of total % of shares during the year
Shares shares of the pledged/encumbered Shares shares of the pledged/encumbered
company to total shares company to total shares
Ashok Kumar Sethia 1284400 14.46% - 1326900 14.94% - 0.48%
Manoj Kumar Sethia 142700 1.61% - 142700 1.61% - -
Arvind Kumar Sethia 45,500 0.51% - 166600 1.88% - 1.37%
Twistex India Limited 5176956 58.28% - 5176956 58.28 - -
Total 6649556 74.86% - 6813156 76.71% - 1.85%
GINZA INDUSTRIES LIMITED

iii) Change in Promoter’s shareholding


Name of the Shareholder Shareholding at the beginning of the year Cumulative shareholding during the year
No of shares % of total shares No of shares % of total shares
of the company of the company
Ashok Kumar Sethia
At the beginning of the year 1284400 14.46% 1284400 14.46%
Transfer of shares 42500 0.48% 1326900 14.94%
At the end of the year 1326900 14.94% 1326900 14.94%
Manoj Kumar Sethia
At the beginning of the year 142700 1.61% 142700 1.61%
Increase/ Decrease - - - -
At the end of the year 142700 1.61% 142700 1.61%
Arvind Kumar Sethia
At the beginning of the year 45500 0.51% 45500 0.51%
Transmission of shares 110000 1.24% 155500 1.75%
Transfer of shares 11100 0.12% 166600 1.88%
At the end of the year 166600 1.88% 166600 1.88%
Twistex India Limited
At the beginning of the year 5176956 58.28% 5176956 58.28%
Increase/ Decrease - - - -
At the end of the year 5176956 58.28% 5176956 58.28%

iv) Shareholding Pattern of top ten shareholders (other than Directors, Promoters and Holders of GDRs
and ADRs):
Name of the Shareholder Shareholding at the beginning of the year Cumulative shareholding during the year
for each of top ten
No of shares % of total shares No of shares % of total shares
shareholders
of the company of the company
Rita Sethia
At the beginning of the year 1164800 13.11% 1164800 13.11%
Date wise Increase /Decrease: - - - -
At the end of the year 1164800 13.11% 1164800 13.11%

Karuna Sethia
At the beginning of the year 160000 1.80% 160000 1.80%
Date wise Increase /Decrease: - - - -
At the end of the year 160000 1.80% 160000 1.80%

Kiran Devi Sethia


At the beginning of the year 140000 1.58% 140000 1.58%
Date wise Increase /Decrease: - - - -
At the end of the year 140000 1.58% 140000 1.58%

Vijay Shree Sethia


At the beginning of the year 110000 1.24% 110000 1.24%
Transmission of shares due to death 110000 1.24% 110000 1.24%
At the end of the year - - - -

25
ANNUAL REPORT 2014 - 2015

Name of the Shareholder Shareholding at the beginning of the year Cumulative shareholding during the year
for each of top ten
No of shares % of total shares No of shares % of total shares
shareholders Name
of the company of the company
Amolak Chand Sethia
At the beginning of the year 87000 0.98% 87000 0.98%
Date wise Increase /Decrease: - - - -
At the end of the year 87000 0.98% 87000 0.98%

Amrit Sethia
At the beginning of the year 55300 0.62% 55300 0.62%
Purchase of shares during the year 23000 0.26% 78300 0.88%
At the end of the year 78300 0.88% 78300 0.88%

Rohit Sethia
At the beginning of the year 65000 0.73% 65000 0.73%
Purchase of shares during the year 4200 0.05% 69200 0.78%
At the end of the year 69200 0.78% 69200 0.78%

Bimla Surana
At the beginning of the year 57000 0.64% 57000 0.64%
Date wise Increase /Decrease: - - - -
At the end of the year 57000 0.64% 57000 0.64%

Rai Chand Surana (HUF)


At the beginning of the year 55000 0.62 55000 0.62%
Date wise Increase /Decrease: - - - -
At the end of the year 55000 0.62% 55000 0.62%

Chandrakant Chopra
At the beginning of the year 42500 0.48 42500 0.48%
Sale of shares during the year 42500 0.48 42500 0.48%
At the end of the year - - - -

v) Shareholding of Directors and key managerial personnel:


Name of the Shareholder Shareholding at the beginning of the year Cumulative shareholding during the year
for each of the Directors
No of shares % of total shares No of shares % of total shares
and KMPs
of the company of the company
Ashok Kumar Sethia
At the beginning of the year 1284400 14.46% 1284400 14.46%
Transfer of shares 42500 0.48% 1326900 14.94%
At the end of the year 1326900 14.94% 1326900 14.94%

Manoj Kumar Sethia


At the beginning of the year 142700 1.61% 142700 1.61%
Increase/ Decrease - - - -
At the end of the year 142700 1.61% 142700 1.61%

26
GINZA INDUSTRIES LIMITED

Shareholders Name Shareholding at the beginning of the year Cumulative shareholding during the year
No of shares % of total shares No of shares % of total shares
of the company of the company
Arvind Kumar Sethia
At the beginning of the year 45500 0.51% 45500 0.51%
Transmission of shares 110000 1.24% 155500 1.75%
Transfer of shares 11100 0.12% 166600 1.88%
At the end of the year 166600 1.88% 166600 1.88%

Abhay Chhapia
At the beginning of the year 1000 0.01 1000 0.01
Increase/ Decrease - - - -
At the end of the year 1000 0.01 1000 0.01

V. INDEBTEDNESS:
Indebtedness of the Company including interest outstanding/accrued but not due for payment
(Rupees in Lacs)
Secured Loans Unsecured Loans Deposits Total Indebtedness
excluding deposits
Indebtedness at the
beginning of the financial year
i) Principal Amount 11,079.43 892.31 - 11,971.74
ii) Interest due but not paid - -
iii) Interest accrued but not due 27.79 32.37 - 60.16
Total (i+ii+iii) 11,107.22 924.68 - 12,031.90
Change in Indebtedness
during the financial year
Addition 52831.09 741.03 - 53,572.12
Reduction 51167.24 908.79 - 52,076.03
Net Change 1,663.85 (135.39) - 1,496.09
Indebtedness at the end of
the financial year
i) Principal Amount 12,730.96 700.16 - 13,431.12
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 40.11 56.76 - 96.87
Total (i+ii+iii) 12,771.07 756.92 - 13,527.99

27
ANNUAL REPORT 2014 - 2015

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:


A. Remuneration to Managing Director, Whole Time Director and/or Manager:
(Rupees in Lacs)
Particulars of Name of MD/ WTD/ Manager Total Amount
Remuneration
Ashok Kumar Arvind Kumar Manoj Kumar Laxmipat Divyesh
Sethia Sethia Sethia Banthia Shah

Gross Salary
(a) Salary as per provisions
contained in section
17(1) of the Income-tax
Act,1961 47.97 41.57 41.57 33.00 14.58 178.70
(b) Value of perquisites
u/s 17(2)Income-tax
Act, 1961 5.00 3.00 3.00 - - 11.00
( c) Profits in lieu of salary
under section 17(3)
Income-tax Act, 1961 - - - - - -
Stock option - - - - - -
Sweat Equity - - - - - -
Commission - - - - - -
as % of profit - - - - - -
others, specify - - - - - -
Others, please specify - - - - - -
Total (A) 52.97 44.57 44.57 33.00 14.58 189.70
Ceiling as per the Act : Limits not exceeding as Prescrided under Schedule V of Companies Act, 2013

B. REMUNERATION TO OTHER DIRECTORS:

Particulars of Remuneration Ajay Agrawal Mihir Mehta Abhay Chhapia Total Amount
1. Independent Directors
Fee for attending board/
committee meetings - 0.60 0.60 1.20
Commission - - - -
Others, please specify - - - -
Total (1) - 0.60 0.60 1.20
2. Other Non Executive Directors
Fee for attending board/
committee meetings 0.60 - - 0.60
Commission - - - -
Others, please specify - - - -
Total (2) 0.60 - - 0.60
Total (B)= (1+2) 0.60 0.60 0.60 1.80
Total Managerial Remuneration 0.60 0.60 0.60 1.80

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:


There are no other Key Managerial Personnel in the Company other than MD/ Manager/ WTD
VII. PENALITIES/ PUNISHMENT/COMPOUNDING OF OFFENCES:
There were no penalties/ punishment/ compounding of offences for the year ending March 31, 2015

28
GINZA INDUSTRIES LIMITED

ANNEXURE 4- NOMINATION AND REMUNERATION POLICY


The nomination and remuneration policy is provided herewith pursuant to Section 178(4) of the Companies Act.
Introduction:
The Board of Directors of Ginza Industries Limited (“the Company”) re- constituted the “Nomination and Remuneration
Committee” at the Meeting held on September 25, 2014 consisting of two(2) independent director and one (1) Non-
Executive Directors forming majority are Independent Directors.
1. Purpose of the Policy:
The Nomination and Remuneration Committee (“Committee”) of the Company and this Policy shall be in
compliance with the provisions of Section 178 of the Companies Act, 2013 and such other rules / regulations as
may be applicable to the Company.
The Policy is framed with the objective(s):
1. To ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and
motivate the working potential of all the Directors and Key managerial Personnel (KMP) of the Company;
2. To ascertain that the relationship of remuneration to performance is clear and meets appropriate
performance benchmarks;
3. To lay down criteria with regard to identifying persons who are qualified to become Directors (Executive and
Non-executive) and persons who may be appointed in Key Managerial positions and to determine their
remuneration;
4. To determine remuneration based on the Company’s size and financial position and trends and practices on
remuneration prevailing in peer companies, in the industry;
5. To carry out evaluation of the performance of Directors, as well as Key Managerial Personnel and to provide
for reward(s) linked directly to their effort, performance, dedication and achievement relating to the
Company’s operations; and
6. To lay down criteria for appointment, removal of directors and Key Managerial Personnel and evaluation of
their performance.
2. Definitions:

2.1 Act means the Companies Act, 2013 and Rules framed thereunder, as amended from time to time.

2.2 Board means Board of Directors of the Company.

2.3 Directors mean Directors of the Company.

2.4 Policy or this Policy means, “Nomination and Remuneration Policy.”

2.5 Key Managerial Personnel means

2.5.1. Chief Executive Officer or the Managing Director or the Manager;


2.5.2. Whole-time director;
2.5.3. Chief Financial Officer;
2.5.4. Company Secretary; and
2.5.5. such other officer as may be prescribed.

3. ROLE OF COMMITTEE

3.1. Matters to be dealt with, perused and recommended to the Board by the Nomination and Remuneration
Committee.

The Committee shall:

3.1.1 Identify persons who are qualified to become Directors and Key Managerial Personnel (KMP) who may be
appointed in accordance with the criteria laid down.

3.1.2 recommend to the Board appointment and removal of Directors and KMP and shall carry out evaluation of
every director’s performance.

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ANNUAL REPORT 2014 - 2015

3.1.3 formulate the criteria for determining qualifications, positive attributes and independence of a director.

3.1.4 recommend to the Board a policy, relating to the remuneration for the Directors and Key Managerial
personnel and other employees.

3.1.5 to consider and determine the Remuneration Policy, based on the performance and also bearing in mind
that the remuneration is reasonable and sufficient to attract, retain and motivate members of the Board
and Key Managerial Personnel and such other factors as the Committee shall deem appropriate.

3.1.6 make independent/ discreet references, where necessary, well in time to verify the accuracy of the
information furnished by the applicant.

3.2. Policy for appointment and removal of Director and Key Managerial Personnel (KMP)

3.2.1. Appointment criteria and qualifications

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of
the person for appointment as Director and Key Managerial Personnel and recommend to the Board
his / her appointment.

b) A person should possess adequate qualification, expertise and experience for the position he/ she is
considered for appointment. The Committee has discretion to decide whether qualification,
expertise and experience possessed by a person are sufficient / satisfactory for the concerned
position.

c) The Company shall not appoint or continue the employment of any person as Whole-time Director
who has attained the age of seventy years. Provided that the term of the person holding this position
may be extended beyond the age of seventy years with the approval of shareholders by passing a
special resolution based on the explanatory statement annexed to the notice for such motion
indicating the justification for extension of appointment beyond seventy years.

3.2.2. Criteria for Remuneration to Directors, Key Managerial Personnel and Senior Management:

(a) Performance: The Committee shall while determining remuneration ensure that the performance of
the Director and Key Managerial Personnel and their commitment and efficiency is constructive and
beneficial in generating commercial for the Company.

(b) Responsibilities and Accountability: The roles and responsibilities towards the organization and
the position of the Director and Key Managerial Personnel shall be formerly evaluated to fix the
remuneration.

(c) Transparency: The process of remuneration management shall be transparent, conducted in good
faith and in accordance with appropriate levels of confidentiality.

(d) Flexibility: The Remuneration payable shall be flexible to meet both the needs of individuals and
those of the Company while complying with relevant tax and other legislation.

(e) Affordability and Sustainability: The remuneration payable is affordable and on a sustainable
basis.

3.2.3. Remuneration to Directors and Key Managerial Personnel:

The Committee shall ensure that the Remuneration payable to Directors and Key Managerial Personnel shall be
paid after complying with the provisions of Section 197 and Schedule V and such other applicable provisions of
the Companies Act, 2013.

3.2.4. Term / Tenure

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or
Executive Director for a term not exceeding five years at a time. No re-appointment shall be made
earlier than one year before the expiry of term.

30
GINZA INDUSTRIES LIMITED

b) Independent Director:

- An Independent Director shall hold office for a term up to five consecutive years on the Board of the
Company and will be eligible for re-appointment on passing of a special resolution by the Company and
disclosure of such appointment in the Board’s report.

-No Independent Director shall hold office for more than two consecutive terms, but such Independent
Director shall be eligible for appointment after expiry of three years of ceasing to become an
Independent Director. Provided that an Independent Director shall not, during the said period of three
years, be appointed in or be associated with the Company in any other capacity, either directly or
indirectly.

3.2.5. Evaluation

The Committee shall carry out evaluation of performance of every Director and KMP at regular interval (yearly).

3.2.6. Removal

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and
regulations thereunder, the Committee may recommend, to the Board with reasons recorded in writing,
removal of a Director and Key Managerial Personnel subject to the provisions and compliance of the said Act,
rules and regulations.

3.2.7. Retirement

The Director and Key Managerial Personnel shall retire as per the applicable provisions of the Act and the
prevailing policy of the Company. The Board will have the discretion to retain the Director and Key Managerial
Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the
benefit of the Company.

3.3 Policy relating to the Remuneration for the Whole-time and Director.

3.3.1. General

a) The remuneration/compensation/commission etc. to the Whole-time Director, and Key Managerial Personnel will
be determined by the Committee and recommended to the Board for approval. The remuneration/
compensation/commission etc. shall be subject to the prior/post approval of the shareholders of the Company,
wherever required.

b) In determining the remuneration of Whole-time Director and Key Managerial Personnel the Committee should
consider among others:

• Conducting bench marking with companies of similar type on the remuneration package;

• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate
Directors of the quality required to run the Company successfully;

• Clear linkage of remuneration and appropriate performance bench marking; and

• Remuneration involves a balance between fixed and incentive pay reflecting short and long-term
performance objectives to the working of the Company and its goals.

c) Increments including bonuses, incentive and other rewards to the existing remuneration/ compensation structure
may be recommended by the Committee to the Board which should be approved by the Shareholders of the
Company and/or Central Government, wherever required.

4. Membership

4.1 Members of the Committee shall be appointed by the Board with a minimum of three Non-Executive Directors out of
which not less than one-half shall be Independent Director.

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ANNUAL REPORT 2014 - 2015

4.2 The Chairman of the Committee shall be elected from members amongst themselves who shall be an Independent
Director. In the absence of the Committee’s Chairman, the remaining members present shall elect one of
themselves to chair the meeting.

4.3 Only members of the Committee have the right to attend and vote at the Committee meetings and any other
person required to attend the meeting will have no right to vote.

4.4 The Chairperson of the Committee or, in his absence, any other member of the Committee authorised by him in this
behalf shall attend the general meetings of the Company.

5. Frequency of the meetings

The Committee shall meet at such times so as to enable it to carry out its powers, functions, roles & responsibilities.

6. Committee Members’ Interests

6.1 A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a
meeting or when his or her performance is being evaluated.

6.2 The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the
Committee.

7. Minutes of Committee Meeting

Proceedings of all meetings must be minuted and signed by the Chairman of the said meeting or the Chairman of
the next succeeding meeting. Minutes of the Committee meeting will be tabled at the subsequent Board and
Committee meeting.

32
GINZA INDUSTRIES LIMITED

ANNEXURE 5- SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rules made thereunder)
Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Ginza Industries Limited
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by Ginza Industries Limited (hereinafter called the Company). Secretarial Audit was conducted in a
manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing
our opinion thereon.
Based on our verification of the Ginza Industries Ltd.’s books, papers, minute books, forms and returns filed and other
records maintained by the Company and also the information provided by the Company, its officers, agents and
authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company
has, during the audit period covering the financial year ended on 31st March 2015, complied with the statutory provisions
listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the
extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the
Company for the financial year ended on 31st March, 2015 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made there under;
(ii) The Micro, small and medium enterprises development Act, 2006;

(iii) Foreign Exchange Management Act, 1999 and the rules and regulations made there under;

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
etc. mentioned above.
We further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the
period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent
at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the
agenda items before the meeting and for meaningful participation at the meeting.
During the period, all the decisions in the Board Meetings were carried out unanimously.
We have relied on the representation made by the Company, its Officers and Reports of the Statutory Auditor for systems
and mechanism framed by the Company for compliances under other Acts, Laws and Regulations applicable to the
Company as listed in Annexure 1.
We further report that there are adequate systems and processes in the Company commensurate with the size and
operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. (As
mentioned above and listed in Annexure I)
We further report that during the audit period major decisions were taken by the members of the Company in
pursuance to section 180 of the Companies Act, 2013.

Pramod Shah
Place : Mumbai Partner
Date : 09/07/2015
Pramod S. Shah & Associates
FCS No.: 334
C P No.: 3804

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ANNUAL REPORT 2014 - 2015

Annexure I
1. Employees’ Provident Fund Act, 1952 and Rules
2. Professional Tax Act, 1975 and Rules
3. Payment of Gratuity Act, 1972
4. Apprentices Act, 1961
5. Contract Labour (R&A) Act, 1970
6. Employment Exchanges (Compulsory Notification of vacancies) Act, 1959
7. Employees State Insurance Act, 1947
8. Equal Remuneration Act, 1976
9. Minimum Wages Act, 1948
10. Payment of Bonus Act, 1965
11. Shop and Establishment Act
12. Income Tax Act, 1961
13. Finance Act, 1994

ANNEXURE 6- ANNUAL REPORT ON CSR ACTIVITIES


[Pursuant to Section 135 of the Companies Act, 2013]

Ginza Industries Limited has formulated Corporate Social Responsibility Policy pursuant to Section 135 of the Companies
Act, 2013.

Key words & meanings

Act- means the Companies Act, 2013 as amended from time to time.

CSR- means Corporate Social Responsibility

CSR Policy- means the policy approved by the board as the Corporate Social Responsibility policy of the company as
amended from time to time.

CSR Rules or Rules – means Companies (Corporate Social Responsibility Policy) Rules 2014.

CSR Committee- CSR Committee means the committee of the board constituted in terms of Section 135 of the
Companies Act, 2013 read with Rule 5 of the rules.

POLICY OBJECTIVES:

The objective of the CSR Policy (“Policy”) is to lay down the guiding principles in undertaking various programs and
projects by or on behalf of the company relating to Corporate Social Responsibility (“CSR”) within the meaning of Section
135 of the Companies Act, 2013 read with Schedule VII of the Act and the CSR Policy Rules 2014 (“Rules”).

Corporate Social Responsibility is strongly connected with the principles of Sustainability; an organization should make
decisions based not only on financial factors, but also on the social and environmental consequences. Therefore, it is the
core corporate responsibility to practice its corporate values through its commitment to grow in a socially and
environmentally responsible way, while meeting the interests of its stakeholders.

RESPONSIBILITY OF THE BOARD OF DIRECTORS:

The Board is responsible for:

1. Approving the CSR policy as formulated by the CSR Committee, subject to necessary changes/ modifications as the
Board may deem fit.

2. Ensuring that in each financial year the Company spends atleast 2% of the average net profit before taxation made
during the three immediate preceding financial years in accordance with the provisions of Section 135 of the Act and
the rules notified thereunder.

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GINZA INDUSTRIES LIMITED

3. Ensuring that every financial year funds committed by the Company for CSR activities are utilized effectively.

4. Disclosing in its annual report the names of CSR Committee members, the consent of the CSR policy and ensure
annual reporting of its CSR activities on the Company website. Any other acts, deeds and things as may be required
under law from time to time.

ROLE OF THE COMMITTEE INCLUDES:

1. Draft the CSR policy and recommend the same to the Board for approval.

2. Review and recommend any new CSR initiatives to be taken up by the company including the selection/
appointment of implementation agencies.

3. Review the progress of CSR projects already undertaken by the company and the utilization of budgets for each such
projects.

4. Review and recommend the CSR report to be included in the board’s report.

5. Review and recommend any amendments to be made in the CSR policy of the Company.

6. To carry such other functions as may be delegated to it by the board relating to CSR activities of the company.

7. Monitoring CSR activities from time to time.

PROJECT IDENTIFICATION AND SELECTION CRITERIA:

1. Project to be undertaken shall be in line with Section 135 read with Schedule VII of the Act and the rules made
thereunder.

2. For selection of any project, the scope, vicinity of Company operations/ projects, environmental impact, cost,
timelines, sustainability, visibility of the Company and other relevant factors need to be evaluated.

3. CSR officer shall submit a detailed proposal before the CSR Committee for consideration regarding the projects and
selection of partner agency/ NGO’s to implement the project(s). The CSR Committee, after due evaluation of the
projects and competency, cost, credibility etc. of implementing agency/ NGOs, will take the decision regarding the
recommendation to be made to the Board.

4. The company may undertake one or more projects or programs or activities provided in the policy either as its own
or through any implementation agency. It can also acquire the services of experts in respective fields by appointing
them as consultants in a particular program or project.

FOCUS AREA:

Being the first year for implementation of CSR activity the committee recommends for focusing on areas which are
socially important and relevant for the society. It want to think and plan activity which are not only restricted to
Schedule VII.

1. Hunger, Poverty, Malnutrition and Health- Eradicating extreme hunger, poverty and malnutrition, promoting
preventive healthcare and sanitation and making available safe drinking water.

2. Education- Promoting education, including special education and employment- enhancing vocational skills
especially among children, women, elderly and the differently abled, and livelihood enhancement projects;
monetary contributions to academic institutions for establishing endowment funds, chairs, laboratories, etc; with
the objective of assisting students in their studies.

3. Rural Development Projects- Strengthening rural areas by improving accessibility, housing, drinking water,
sanitation, power and livelihoods, thereby creating sustainable villages.

4. Gender Equality and Empowerment of Women- Promoting gender equality and empowering women, setting
up homes, hotels and day care centres for women and orphans; setting up old age homes and such other facilities
for senior citizens; and adopting measures for reducing inequalities faced by socially and economically backward
groups.

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ANNUAL REPORT 2014 - 2015

5. Environment Sustainability- Ensuring environmental sustainability, ecological balance, protection of flora and
fauna, animal welfare, agro forestry, conservation of natural resources and maintaining the quality of soil, air and
water.

6. National Heritage, Art and Culture- Protecting national heritage, art and culture including restoration of
buildings and sites of historical importance and works of art; setting up public libraries; promoting and developing
traditional arts and handicrafts.

7. Employee participation is an important part of developing responsible citizenship. Our company will encourage and
motivate employees to spend time volunteering on issues of social interest.

APPLICABILITY:

The policy shall be applicable to all CSR activities of the company whether carried by it or through any implementation
agency.

SURPLUS ARISING OUT OF CSR:

Surplus arising out of any CSR project or program or activities shall not form part of the business profit of the company.

AMENDMENT OF POLICY:

The CSR policy of the company may be amended at any time by the board of the company on the recommendation of the
CSR committee.

CSR COMMITTEE:

We have CSR Committee that provides oversight of CSR Policy execution to ensure that the CSR objectives of the
Company are met. Our CSR Committee comprises:

1. Mihir Mehta, Independent Director

2. Ashok Kumar Sethia, Chairman & Managing Director

3. Manoj Kumar Sethia, Jt. Managing Director

DETAILS OF CSR SPENT DURING THE FINANCIAL YEAR:


(Rupees in lakhs)
Particulars Amount
Average net profit of the company for 598.15
last three financial years
Prescribed CSR Expenditure (2% of the 11.96
average net profit as computed above)
Details of CSR Expenditure during the
financial year:
Total Amount to be spent for the 11.96
financial year

Amount spent 6.50

Amount unspent* 5.46

*Being the first year of Company for conducting CSR Activity, Company was trying for opportunities to spend on CSR Activity. The
Company has found the project and is doing CSR activity with Smile Foundation.

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The manner of amount spent during the financial year is detailed below: (Rupees in Lakhs)
CSR Project/ Sector Location of the Amount outlay Amount spent Cumulative Amount
activity/ project/ program (Budget) on the projects expenditure spent direct/
beneficiary or programs upto the implementing
reporting agency
period
The Synthetic Improving Mumbai 2,00,000.00 2,00,000.00 2,00,000.00 Direct
& Art Silk Mills' quality of
Research Education
Association
Iskon Facilities for Mumbai 4,50,000.00 4,50,000.00 4,50,000.00 Direct
senior citizens

*Education is a fundamental human right and vital for achieving economic growth, increasing income and
sustaining a healthy society. Education is important in helping to improve lives, break the cycle of poverty
and ensure that all people, particularly women have control over their destiny. With this aim your Company
will be providing education to 500 under privileged girl child and have already associated with Smile
Foundation for taking this initiative and has already spent the amount which was pending as on March 31st,
2015.

Brief about the Smile Foundation

Smile Foundation is a national level development organization directly benefiting over 300,000 children and their families
every year, through 158 welfare projects on education, healthcare, livelihood and women empowerment, in more than
700 remote villages and slums across 25 states of India. Children, their families and the community become the target
group for Smile Foundation's activities as child education cannot be done in isolation and nothing else but education for
children can bring long lasting change in the society.

Our CSR Responsibilities:

We hereby affirm that the CSR policy, as approved by the Board, has been implemented and the CSR Committee monitors
the implementation of the CSR projects and activities in compliance with our CSR objectives.

For Ginza Industries Limited

Ashok Kumar Sethia Mihir Mehta


Chairman & Managing Director Chairperson, CSR Committee
(Din : 01283310) (Din : 00219614)

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ANNUAL REPORT 2014 - 2015

ANNEXURE 7- VIGIL MECHANISM POLICY


PREFACE

Ginza Industries Limited ‘the Company’ believes and is committed in conducting its business in accordance with
applicable laws, rules and regulations and the highest standards of business ethics and to full and accurate disclosures.
The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting
highest standards of professionalism, honesty, integrity and ethical behavior.

The Companies Act, 2013 mandates every listed company and such other class of companies, as prescribed in Rules of
the Companies (Meetings of Board and its Powers) Rules, 2014 to establish a vigil mechanism. The purpose of this
mechanism is to provide adequate safeguards against victimization of employees and Directors but also to eliminate and
help to prevent malpractices, to investigate and resolve complaints, take appropriate action to safeguard the interests of
the Company and to ensure that any person making a complaint (referred to as “a whistleblower”) is protected, while at
the same time actively discouraging frivolous and insubstantial complaints. Company shall oversee the vigil mechanism
through Audit committee. This mechanism also makes provisions for direct access to the Chairperson of Audit Committee
in exceptional cases.

DEFINITIONS:

“Alleged wrongful conduct” shall mean violation of applicable laws to the Company, Infringement of Company’s rules,
misappropriation of monies, substantial and specific danger to public health and safety non-adherence to the Code or
abuse of authority.

“Audit Committee” means a Committee constituted by the Board of Directors of the Company in accordance with the
provisions of the Companies Act, 2013.

“Board” means the Board of Directors of the Company.

“Code” means The Code of Conduct for Directors and Senior Management Personnel adopted by the Company.

“Company” means Ginza Industries Limited and all its offices/divisions.

“Employee” means all the present employees Directors of the Company (whether working in India or abroad).

“Policy” means The Vigil Mechanism/Whistle Blower Policy.

“Protected Disclosure” means a concern raised by an employee/director or group of employees/directors of the


Company, through a written communication and made in good faith which discloses or demonstrates information about
an unethical or improper activity or Alleged wrongful conduct with respect to the Company.

“Subject” means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence
gathered during the course of an investigation.

“Vigilance Officer” means an officer appointed to receive protected disclosures from Whistle Blower, maintaining
records thereof, placing the same before the Audit Committee for its disposal and informing the Whistle Blower the result
thereof.

“Whistle Blower” is an employee/director or group of employees/director(s) who make a Protected Disclosure under
this Policy and also referred in this policy as complainant.

SCOPE OF VIGIL MECHANISM

This Policy intends to cover serious concerns that could have grave impact on the operations and performance of the
business of the Company and malpractices and events which have taken place/ suspected to have taken place, misuse or
abuse of authority, fraud or suspected fraud, violation of company rules, manipulations, negligence causing danger to
public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the
Company is affected and formally reported by whistle blowers concerning its employees.

The mechanism/policy neither releases employees and directors from their duty of confidentiality in the course of their
work nor can it be used as a route for raising malicious or unfounded allegations about a personal situation or with a mala
fide intent.

APPLICABILITY

This Mechanism applies to all the Directors and Employees of the Company.

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THE GUIDING PRINCIPLES:

To ensure that this Policy is adhered to, and to assure that the concern will be acted upon seriously, the Company will:

Ensure that the Whistle Blower and/or the person processing the Protected Disclosure is not victimized for doing so;

Treat victimization as a serious matter including initiating disciplinary action on such person/(s);

Ensure complete confidentiality;

No attempt shall be made to conceal evidence of the Protected Disclosure;

Take disciplinary action, if any one destroys or conceals evidence of the Protected Disclosure made/to be made; and

Provide an opportunity of being heard to the persons involved especially to the Subject.

DISCLOSURE

The information on suspected wrongful conduct should be such information which is intended to cover serious concerns
that could have a large impact on the Company such as actions that:

1. Abuse of Authority

2. Breach of contract

3. Serious improper conduct, including any kind of harassment (sexual or otherwise)

4. Manipulation of company data/records

5. Financial irregularities, including fraud, or suspected fraud

6. Criminal offence

7. Pilferation of confidential/propriety information

8. Deliberate violation of law/regulation

9. Wastage/misappropriation of company funds/assets

10. Breach of employee Code of Conduct or Rules

11. Any other unethical, biased, favoured, imprudent event

12. Negligence causing substantial and specific danger to public health and safety

The above list is only illustrative and should not be considered as exhaustive.

Policy should not be used in place of the Company grievance procedures or be a route for raising malicious or unfounded
allegations against colleagues.

INVESTIGATION

1. Whistle Blower can make Protected Disclosure to the committee members or any person authorised by the
committee known as ‘Vigilance officer’, as soon as possible after becoming aware of the suspected or actual
frauds and embezzlement, illegal, unethical behavior or violation of company’s code of conduct or ethics etc.

2. Whistle Blower must put his/her name to allegations. Concerns expressed anonymously WILL NOT BE
investigated.

3. If initial enquiries by the committee members or by Vigilance officer indicates that the concern has no basis, or it
is not a matter to be investigation pursued under this Policy, it may be dismissed at that stage and the basis for
such dismiss will be recorded and such decision will be documented.
4. Where initial enquiries indicate that further investigation is necessary, this will be carried through either by the
Vigilance officer alone, or by the committee members.
DOCUMENTATION AND REPORTING

1. Written report of the findings would be made. The record would include:

a. Facts of the Matter

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ANNUAL REPORT 2014 - 2015

b. Whether the Protected Disclosure was raised previously by anyone or not, and if made, the outcome thereof;

c. Whether any Protected Disclosure was raised previously against the same Investigation Subject;

d. The financial/ otherwise loss which has been incurred/ would have been incurred by the Company.

e. Findings of authorised person/ committee members;

f. The recommendations of the Vigilance Officer/ Audit Committee on disciplinary/ other action/(s).

g. The timeline for final decision of investigation.

2. The Vigilance Officer if any, shall prepare the report on finding and submit to the Audit Committee, which shall
discuss the matter & may:

i) In case the Protected Disclosure is proved, take such Disciplinary Action as the Committee may think fit and
take preventive measures to avoid reoccurrence of the matter;

ii) In case the Protected Disclosure is not proved, extinguish the matter and take note of the same;

3. In case of repeated frivolous complaints being filed by a director or an employee, the audit committee may take
suitable action against the concerned director or employee.

4. In exceptional cases, where the Whistle Blower is not satisfied with the outcome of the investigation and the
decision, he/she can make a direct appeal to the Chairman of the Audit Committee.

PROTECTION:

No unfair treatment will be meted out to a Whistle Blower by virtue of his/her having reported a Protected Disclosure
under this Policy. The Company, as a policy, condemns any kind of discrimination, harassment, retaliation victimization or
any other unfair employment practice being adopted against Whistle Blower. Complete protection will, therefore, be
given to Whistle Blower against any unfair practice. Those working for or with the Company who engages in retaliation or
other means as described above against the Whistle Blower may also be subjected to civil, criminal and legal action in
accordance with governing laws besides disciplinary action by the Company.

The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under the applicable
laws.

Any other Employee assisting in the said investigation or furnishing evidence shall also be protected to the same extent as
the Whistle Blower.

SECRECY/CONFIDENTIALITY:

The Whistle Blower, the Subject, the Vigilance Officer and everyone involved in the process shall:

(a) maintain complete and strict confidentiality/secrecy of the matter;

(b) not discuss the matter with any other person other than one required for enquiry/investigation into the matter;

(c) discuss only to the extent required for the purpose of completing the process and investigations;

(d) not keep the papers unattended anywhere at any time; and

(e) keep the electronic mails/files under password.

If anyone is found not complying with the above, he/she shall be held liable for such disciplinary and punitive action as is
considered fit.

REPORTING:

A quarterly report with number of complaints received under the Policy and their outcome shall be placed before the Audit
Committee.

AMENDMENT:

The Company reserves the right to amend or modify this Policy in whole or in part, at any point of time. Any amendment to
the Policy shall take effect from the date when it is approved by the Audit Committee of the Company and hosted on the
Company website.

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ANNEXURE 8- RISK MANAGEMENT POLICY


This Risk Management Policy of Ginza Industries Limited (the Company), aims at risk identification, analysis &
prioritization of risks, development of risk mitigation plans and reporting on the risk environment of the Company. This
policy is applicable to all the functions and departments of the Company. The risks detailed herein are not exhaustive and
are for information purposes only. Risk Management policy and processes will enable the Company to proactively manage
uncertainty and changes in the internal and external environment to limit negative and capitalize on opportunities.

Ginza Industries Limited has fully integrated setup from yarn to fabric to apparel, also including accessories and value
addition, offering close to 10,000 different products, all focusing on different craftsmanship.

In today’s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth
plans of the Company are imperative. The common risks inter alia are: regulations, competition, business environment,
technology, investments, retention of talent and expansion of facilities.

OBJECTIVE

The objective of this policy is to manage the risks involved in all activities of the Company to maximize opportunities and
minimize adversity. This policy is intended to assist in decision making processes that will minimize potential losses,
improve the management of uncertainty and the approach to new opportunities, thereby helping the Company to achieve
its objectives. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk
Management, in order to guide decisions on risk related issues.

The key objectives of this policy are:

1. To ensure that all the current and future material risk exposures of the Company are identified, assesses,
quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk
management.

2. Safeguard the Company property, interests, and interest of all stakeholders.

3. To create awareness among the employees to assess risks on a continuous basis & develop risk mitigation plans in
the interest of the Company.

4. Evolve the culture, processes and structures that are directed towards the effective management of potential
opportunities and adverse effects, which the business and operations of the Company are exposed to.

5. To enable compliance with appropriate regulations, wherever applicable through the adoption of best practices.

6. To assure business growth with financial stability.

CONSITUTION OF RISK MANAGEMENT COMMITTEE

Risk Management Committee shall be constituted by the company consisting of such number of directors (executive or
non- executive) as the Company thinks fit.

The Board shall be responsible for framing, implementing and monitoring the risk management plan for the company. It
shall ensure or delegate monitoring & reviewing of the appropriate systems for risk management or any other functions
are in place to the Committee. It shall ensure that risk management is integrated into board reporting and annual
reporting mechanisms.

RESPONSIBILITIES:

The responsibilities of the Committee shall be as follows:

(i) Discuss with the Board about the risk and the action plans for ensuring effective risk management and provide
oversight as may be needed.

(ii) Review and recommend changes to the Risk Management Policy and/or associated frameworks, processes and
practices of the Company.

(iii) Ensure that the Company is taking appropriate measures to achieve prudent balance between risk and reward in
both ongoing and new business activities.

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ANNUAL REPORT 2014 - 2015

(iv) Being apprised of significant risk exposures of the Company and whether Management is responding appropriately
to them

(v) Report periodically to the Board or the Committee.

(vi) The Risk Management Committee shall have access to any internal information necessary to fulfill its oversight
role. The risk management committee shall also have authority to obtain advice and assistance from internal or
external legal, accounting or other advisors.

(vii) Perform other activities related to this Policy as requested by the Board of Directors or to address issues related to
any significant subject within its term of reference.

RISK MANAGEMENT PROCEDURE

There should be procedures to provide the systematic review of the risk faced by the Company in the course of its
business activities such as:

Identifying risk- On the parameters laid down it should first identify the risk.

Analyze Risk- Analyze on the basis of criteria which might impact the Company’s growth or to the environment or to the
human life.

Treat Risk- Company is required to develop and implement specific risk management plans to treat the risks.

Monitor and Review- This is for the oversight and review of the risk management system and any changes that might
affect it. Monitoring and reviewing occurs concurrently throughout the risk management process.

Communication & Consultation- Proper communication to the shareholders or anyone related to such risk shall have
proper communication about the risk and the steps taken to treat the risk. Consultation on every stage of treating the risk
can be taken or to be taken as required from time to time.

RISK IDENTIFICATION

Risk identification plays a major role so as to avoid adverse impact on the achievement of business objectives. There can
be different categories on basis of which the risks can be identified viz; Strategic risk, business risk, finance risk,
environment risk, personnel risk, operational risk, reputation risk, regulatory risk, technology risk, political risk, etc.

RISK TREATMENT

Proper and timely treatment of the risk is the main aim of the committee. It shall avoid risk or radically reduce the risk by
considering alternatives to current or proposed activities. The Committee can also consult Board for the same if required.
The Committee shall rank or prioritize risk taking into consideration the risk and impact on human life or impact on the
environment or impact on the brand/ Company or any other criteria it deems necessary from time to time.

COMMUNICATION & REPORTING

Appropriate communication and consultation shall be made at each stage of the risk management process as well as on
the process as a whole to all associated with the Company. Proper reporting shall be submitted by the committee
regarding the same.

TRAINING

The Board or the Committee if feels that there is requirement of imparting training in the organization who are involved in
the process of risk identification, classification, review, compilation of risk mitigation plan, etc. then it should prepare
budget or make arrangements to impart training to such people.

INTERNAL AUDITORS

Internal auditors will guide the Company to ensure that risk management processes are adequately followed by the
Company and statutory requirements (such as adherence to the Company Act, 2013 or any other statutory modifications
thereon) are complied with. The internal audit reviews should be carried at least once a year.

REVIEW

This policy shall be reviewed in a minimum atleast every year to ensure it meets the requirements of legislation and needs
of the organization.

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INDEPENDENT AUDITOR’S REPORT


To the Members of
Ginza Industries Limited

We have audited the standalone financial statements of Ginza Industries Limited (“the Company”), which comprise
the Balance Sheet as at March 31, 2015, and the Statement of Profit & Loss and Cash Flow Statement for the year then
ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013
(“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the
financial position, financial performance and cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7
of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, 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.

Auditors Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are
required to be included in the audit report under the provisions of the Act and the Rules made there under.

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
on the standalone financial statement.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone
financial statements 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, 2015;

b) in the case of the Statement of Profit & Loss, of the profit for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Government of
India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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ANNUAL REPORT 2014 - 2015

2. As required by section 143(3) of the Act, we report that:

a) We have sought and 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, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report
are in agreement with the books of account ;

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards
specified under section 133 of the Act, Read with Rule 7 of the Companies (Accounts) Rules, 2014 and
Accounting Standard (AS) – 30 on ‘Financial Instruments: Recognition and Measurement’ issued by the
Institute of Chartered Accountants of India (ICAI);

e) On the basis of written representations received from the directors as on March 31, 2015, and taken on
record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being
appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according
to the explanations given to us:

i. There are no pending litigations that impact the financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for
material foreseeable losses, if any, on long-term contracts including derivative contracts, if any –
Refer Note 9 to the financial statements;

iii. There has been no delay in transferring amount, required to be transferred, if any, to the Investor
Education and Protection Fund by the Company.

For AGARWAL SANGANERIA & CO.


Chartered Accountants
F. R. No. 317224E

PAWAN Kr. AGARWAL


Partner
Place: Mumbai
C.A. M No. 053496
Date: 24th July, 2015

44
GINZA INDUSTRIES LIMITED

ANNEXURE TO INDEPENDENT AUDITOR’S REPORT


[Referred to the Independent Auditor’s Report to the members of Ginza Industries Limited]

The Annexure referred to in the Independent auditor’s report to the members of Ginza Industries Limited for the year
ended as on 31st March, 2015. We report that: -

(i) Fixed Assets

(a) The Company is maintaining proper records showing full particulars, including quantitative details and situation
of fixed assets.

(b) The management at reasonable intervals has physically verified the Fixed Assets.

(ii) Inventories

(a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of
verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical
verification of inventories followed by the management are reasonable and adequate in relation to the size of the
Company and the nature of its business.

(c) The company has maintained proper records of inventory. As explained to us, there was no material
discrepancies noticed on physical verification of inventory as compared to the book records.

(iii) Loans taken from and given to parties covered under Section 189 of the Companies Act,2013

(a) The company has granted unsecured loan to one company covered in the register maintained u/s. 189 of the
Companies Act, 2013. The maximum amount outstanding during the year is Rs.5,58,66,242/- and the year-end
balance of loans granted to the Company was Rs. 5,58,66,242/-.

(b) The loan granted is interest free and the repayment of the principal amount is generally regular.

(c) The reasonable steps have been taken by the company for recovery of the principal amount of the loans granted.

(iv) Internal Controls

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, for the purchase of inventory
and fixed assets and for the sale of goods and services. Further on the basis of our examination and explanations
given to us, we have not noticed any instances of major weakness in the aforesaid internal control.

(v) Public Deposits

The Company has not accepted any deposits from the public during the years, which are within the purview of the
directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant
provisions of the Companies Act, 2013 and the rules framed there under.

(vi) Cost Records

As per information & explanation given by the management, maintenance of cost records has not been prescribed by
the Central Government under of sub-section (1) of section 148 of the Companies Act, 2013 for any product of the
company.

(vii) Statutory Dues

(a) As per the records verified by us, the Company is generally regular in depositing statutory dues involving
Income Tax, Provident Fund, Employees State Insurance, Sales Tax, Service tax, Cess and other applicable
statutory dues with the appropriate authorities. Also, scrutiny of the records revealed no dues in respect of
Investor Education and Protection Fund, and Wealth Tax. There were no undisputed statutory dues remaining
outstanding as on 31.03.2015 for a period of more than six months from the date they become payable.

(b) According to the information and explanation given to us by the company, there are no cases of non-deposit of
disputed dues of Sales Tax, Income Tax, Custom Tax, Wealth Tax, Service Tax, Excise Duty and Cess with
appropriate authorities.

45
ANNUAL REPORT 2014 - 2015

(viii) Accumulated Losses

At the end of the financial year as on 31st March, 2015 the company neither has any accumulated losses nor has it
incurred any cash losses during the year or in the immediately preceding financial year.

(ix) Dues to Banks

Based on the records maintained, we are of the opinion that the Company has not defaulted in repayments of the
dues to the Banks.

(x) Guarantees given

As per the records verified by us and based on the explanations given to us, we are of the opinion that the Company
has not given any guarantee for loans taken by others from Banks or Financial Institutions, the terms and
conditions of which are prima-facie prejudicial to the interest of the Company.

(xi) Application of term Loan

According to the explanation and information given to us, in our opinion, the term loans have been applied for the
purpose for which they were obtained.

(xii) Frauds

During the course of our examination of the books and records of the company, carried out in accordance with the
generally accepted auditing practices in India, and according to Information and explanations given to us we
noticed that funds of Rs.6,78,000/- were misappropriated by a third party through forged cheque. Refund for the
same has already been received from the concerned bank as on date. No fraud by the Company has been noticed
or reported during the course of our audit.

For AGARWAL SANGANERIA & CO.


Chartered Accountants
F. R. No. 317224E

PAWAN K. AGARWAL
Place : Mumbai Partner
Date : 24th July, 2015 C.A. M No. 053496

46
GINZA INDUSTRIES LIMITED

Balance Sheet As At 31st March, 2015


(Rs in lacs)

Particulars Notes As at As at
31st March 2015 31st March 2014
EQUITY AND LIABILITIES
Shareholder’s Funds
Share Capital 2 888.31 888.31
Reserve and Surplus 3 7,184.31 6,803.34
8,072.62 7,691.65
Non-Current Liabilities
Long-Term Borrowings 4 7,084.29 3,784.34
Deferred Tax Liabilities(Net) 5 958.66 1,338.50
8,042.95 5,122.84
Current Liabilities
Short-Term Borrowings 6 4,640.49 6,714.30
Trade Payables 7 2,443.46 2,518.27
Other Current Liabilities 8 3,436.31 3,039.99
Short-term Provisions 9 - 283.45
10,520.26 12,556.01
TOTAL 26,635.83 25,370.50
ASSETS
Non-Current Assets
Fixed Assets
Tangible Assets 10 12,097.00 12,150.33
Intangible Assets 10 73.47 90.05
Capital Work-in-Progress 10 124.18 -
Non-Current Investments 11 556.02 511.27
Long Term Loans and Advances 12 206.99 168.22
13,057.66 12,919.87
Current Assets
Inventories 13 5,551.50 4,953.28
Trade Receivables 14 6,465.71 6,025.24
Cash and Bank Balances 15 229.08 204.97
Short-term Loans and Advances 16 799.11 1,020.81
Other Current Assets 17 532.77 246.33
13,578.17 12,450.63
TOTAL 26,635.83 25,370.50

Significant Accounting Policies 1


Other notes to the Financial Statements 2-39
The accompanying Notes form integral part of the financial statements.
As per our Report of even date attached
For and on behalf of the Board of Directors
For Agarwal Sanganeria & Co. Ginza Industries Limited
Chartered Accountants
Firm Registration No 317224E

Pawan Kr. Agarwal Ashok Kumar Sethia Laxmipat Banthia


Partner Chairman & Managing Director Whole time Director
M.No-053496 DIN:01283310 DIN:02464903

Mumbai
24th July 2015

47
ANNUAL REPORT 2014 - 2015

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015
(Rs in lacs)

Particulars Notes 2014-2015 2013-2014

Revenue
Revenue from Operations 18 34,203.29 27,458.24
Other Income 19 69.26 33.16
Total 34,272.55 27,491.40

Expenses
Cost of Raw Material Consumed 20 17,322.68 13,747.52
Changes in Inventory of Finished Goods,
Work-in-progress & Stock in Trade 21 (201.71) (3.46)
Employee Benefits 22 6,255.36 4,448.35
Other Expenses 23 5,641.12 4,756.14
Total 29,017.45 22,948.55

Earning Before Finance Cost, Tax and Depreciation 5,255.10 4,542.85


Finance Cost 24 1,778.41 1,793.57
Depreciation and amortization expenses 10 1,986.28 1,269.92
Profit before Exceptional items and Tax 1,490.41 1,479.36
Exceptional Items 25 - -
Profit before Tax 1,490.41 1,479.36

Tax Expenses
Current Tax Provision 28 325.35 460.00
MAT Credit Entitlement 13.74 -
Deferred Tax Provision 27.73 71.03

Profit for the year 1,151.07 948.33


Earnings per Equity Share
Basic & Diluted 26 12.96 10.68

Significant Accounting Policies 1


Other notes to the Financial Statements 2-39
The accompanying Notes form integral part of the financial statements.

As per our Report of even date attached


For and on behalf of the Board of Directors
For Agarwal Sanganeria & Co. Ginza Industries Limited
Chartered Accountants
Firm Registration No 317224E

Pawan Kr. Agarwal Ashok Kumar Sethia Laxmipat Banthia


Partner Chairman & Managing Whole time
M.No-053496 Director Director
DIN:01283310 DIN:02464903
Mumbai
24th July 2015

48
GINZA INDUSTRIES LIMITED

Cash Flow Statement for the year ended 31st March 2015
Rs. in Lacs
PARTICULARS 2014-15 2014-15 2013-14 2013-14

A. CASH FLOW FROM OPERATING ACTIVITIES :


Net prot before tax 1,490.41 1,479.36
Add : Adjustment for : -
Depreciation 1,986.28 1,269.92
(Income)/Loss from exceptional Items - -
Interest Paid 1,778.41 1,749.24

Operating Prot/ Loss before Working Capital Changes 5,255.10 4,498.52


Add : Adjustment for : -
Trade and Other Receivables (440.47) (1,657.35)
Inventories (598.22) (223.67)
Loans and Advances (103.51) 111.02
Trade Payables 321.51 (820.69) 1,125.06 (644.94)
Cash Generated from Operations 4,434.42 3,853.58
Income Tax Paid 595.07 265.82
Net Cash Flow from Operating Activities : 3,839.35 3,587.76

B) CASH FLOW FROM INVESTING ACTIVITIES :


Purchase of Fixed Assets (Net) (3,283.90) (1,171.37)
Sale of Fixed Assets 65.68 27.62
Investment Made (44.75) (264.75)
(Income)/Loss from exceptional Items - -
Net Cash Flow from Investing Activities (3,262.97) (1,408.50)

C) CASH FLOW FROM FINANCING ACTIVITIES :


Equity Share Capital - -
Share Premium - -
Long Term Borrowings (Net) 3,299.95 (74.81)
Short Term Borrowings (Net) (2,073.81) (353.96)
Interest Paid (1,778.41) (1,749.24)
Net Cash Flow from Financing Activities (552.27) (2,178.01)

Net Increase/ Decrease in Cash and Cash Equivalents (A+B+C) 24.10 1.25
Cash and Cash Equivalent ( Opening Balance) 204.97 203.73
Cash and Cash Equivalent ( Closing Balance ) 229.08 204.97

As per our Report of even date attached herewith


For and on behalf of the Board of Directors
For Agarwal Sanganeria & Co. Ginza Industries Limited
Chartered Accountants
Firm Registration No 317224E

Pawan Kr. Agarwal Ashok Kumar Sethia Laxmipat Banthia


Partner Chairman & Managing Director Whole time Director
M.No-053496 DIN:01283310 DIN:02464903

Mumbai
24th July 2015

49
ANNUAL REPORT 2014 - 2015

1 Notes forming part of the financial statements for the year ended 31st March 2015
Statement of Significant Accounting Policies & Practices

1.1 Basis of accounting and preparation of financial statements


The financial statements of the Company have been prepared in accordance with the Generally Accepted
Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under the
Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013.
The financial statements have been prepared on accrual basis under the historical cost convention. The accounting
policies adopted in the preparation of the financial statements are consistent with those followed in the previous
year.
The financial statements have been prepared as per the requirements of the Schedule III to the Companies Act,
2013. The Schedule III introduces some significant conceptual charges as well as new disclosures. These include
classification of all assets and liabilities into current and non-current.

1.2 Use of estimates


The preparation of the financial statements in conformity with Indian GAAP require the Management to make
estimates and assumptions considered in the reported amounts of assets & liabilities (including contingent
liabilities) and the reported income & expenses during the year. The Management believes that the estimates used
in preparation of the financial statements are prudent and reasonable. Future results could differ due to these
estimates and the differences between the actual results and the estimates are recognised in the periods in which
the results are known / materialise. Any revision to accounting estimates is recognized prospectively in current and
future periods.

1.3 Current and Non-current classification

Assets and liabilities are classified into current and non-current.

Assets
An asset is classified as current when it satisfies any of the following criterias:
(a) its is expected to be realized in, or is intended for sale or consumption, in the Company’s normal operating
cycle;
(b) it is held primarily for the purpose of being traded;
(c) it is expected to be realized within 12 months after the reporting date; or
(d) it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least
12 months after the reporting date.
Current assets include the current portion of non-current financial assets.
All other assets are classified as non-current.

Liabilities
A liability is classified as current when it satisfies any of the following criterias:

(a) it is expected to be settled in the Company’s normal operating cycle;


(b) it is held primarily for the purpose of being traded;
(c) it is due to be settled within 12 months after the reporting date; or
(d) the Company does not have an unconditional right to defer settlement of the liability for at least 12 months
after the reporting date. Terms of a liability that could, at the option of the counter party, result in its
settlement by the issue of equity instruments do not affect its classification.

Current liabilities include current portion of non-current financial liabilities.

All other liabilities are classified as non-current.

1.4 Inventories

Raw materials, work-in-progress, stock-in-trade and packing materials are valued at the lower of value derived on
FIFO and net realizable value. Finished goods are valued at the lower of weighted average cost and net realizable
value.
Cost of finished goods and work-in-progress includes cost of materials, direct labour and an appropriate portion of
overheads.
Stores and maintenance spares are valued at average cost.
The net realizable value of work-in-progress is determined with reference to the selling price of related finished
goods. Raw materials and other supplies held for user in production of inventories are not written down below cost

50
GINZA INDUSTRIES LIMITED

except in cases where material prices have declined, and it is estimated that the cost of the finished products will
exceed their net realizable value.

1.5 Cash and cash equivalents (for purpose of Cash Flow Statement)
Cash comprises cash in hand and demand deposits with banks. Cash equivalents are short-term balances (with an
original maturity of three months or less from the date of acquisition), highly liquid investments that are readily
convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

1.6 Cash flow statement


Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is
adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash
receipts or payments. The cash flows from operating, investing and financing activities of the Company are
segregated based on the available information.

1.7 Depreciation and amortisation


From 1st April 2014 depreciation has been provided on the straight-line method as per the useful life prescribed in
Schedule II to the Companies Act, 2013 or as re-assessed by the company, except in respect of the following
categories of assets:-

i) Assets costing less than Rs. 5,000 each are fully depreciated in the year of purchase.

ii) Mobile Phones are being fully written off in the year of purchase.

Carrying value of the assets whose useful life is already exhausted as on 1st April, 2014, has been recognised in the
opening balance of Retained Earnings.

1.8 Revenue recognition


Revenue from sale of goods is recognised, net of returns and trade discounts, on transfer of significant risks and
rewards of ownership to the buyer, which generally coincides with the delivery of goods to customers and no
significant uncertainty exists regarding the amount of the consideration that will be derived from the sale of the
goods and regarding its collection. Sales include excise duty but exclude sales tax and value added tax.

1.9 Other income


Interest income is accounted on accrual basis. Dividend income is accounted for when the right to receive it is
established. Other income/ claims are recognized only when it is reasonably certain that the ultimate collection will
be made.

1.10 Tangible fixed assets


Fixed assets, are carried at cost less accumulated depreciation and impairment losses, if any. The cost of fixed
assets includes interest on borrowings attributable to acquisition of qualifying fixed assets up to the date the asset
is ready for its intended use and other incidental expenses incurred up to that date. Exchange differences arising on
restatement / settlement of long-term foreign currency borrowings relating to acquisition of depreciable fixed
assets are adjusted to the cost of the respective assets and depreciated over the remaining useful life of such
assets. Machinery spares which can be used only in connection with an item of fixed asset and whose use is
expected to be irregular are capitalised and depreciated over the useful life of the principal item of the relevant
assets. Subsequent expenditure relating to fixed assets is capitalised only if such expenditure results in an increase
in the future benefits from such asset beyond its previously assessed standard of performance.

Fixed assets acquired and put to use for project purpose are capitalised and depreciation thereon is included in the
project cost till commissioning of the project.

Fixed assets retired from active use and held for sale are stated at the lower of their net book value and net
realisable value and are disclosed separately in the Balance Sheet.

Capital work-in-progress:

Projects under which assets are not ready for their intended use and other capital work-in-progress are carried at
cost, comprising direct cost, related incidental expenses and attributable interest.

1.11 Intangible assets


Intangible assets are carried at cost less accumulated amortisation and impairment losses, if any. The cost of an
intangible asset comprises its purchase price and any directly attributable expenditure on making the asset ready
for its intended use and net of any trade discounts and rebates. Subsequent expenditure on an intangible asset

51
ANNUAL REPORT 2014 - 2015

after its purchase / completion is recognised as an expense when incurred unless it is probable that such
expenditure will enable the asset to generate future economic benefits in excess of its originally assessed standards
of performance and such expenditure can be measured and attributed to the asset reliably, in which case such
expenditure is added to the cost of the asset.

1.12 Foreign currency transactions and translations

Initial recognition
Transactions in foreign currencies entered into by the Company are accounted at the exchange rates prevailing on
the date of the transaction or at rates that closely approximate the rate at the date of the transaction.

Measurement of foreign currency monetary items at the Balance Sheet date


Foreign currency monetary items of the Company outstanding at the Balance Sheet date are restated at the year-
end rates.

Treatment of exchange differences


Exchange differences arising on settlement / restatement of short-term foreign currency monetary assets and
liabilities of the Company are recognised as income or expense in the Statement of Profit and Loss.
The exchange differences arising on restatement / settlement of long-term foreign currency monetary items are
capitalised as part of the depreciable fixed assets to which the monetary item relates and depreciated over the
remaining useful life of such assets or amortised on settlement / over the maturity period of such items if such
items do not relate to acquisition of depreciable fixed assets.

1.13 Government grants, subsidies and export incentives


Government grants and subsidies are recognised when there is reasonable assurance that the Company will comply
with the conditions attached to them and the grants / subsidy will be received.
Export benefits are accounted for in the year of exports based on eligibility and when there is no uncertainty in
receiving the same.

1.14 Investments
Long-term investments (excluding investment properties), are carried individually at cost less provision for
diminution, other than temporary, in the value of such investments. Current investments are carried individually, at
the lower of cost and fair value. Cost of investments include acquisition charges such as brokerage, fees and duties.

1.15 Employee benefits


Employee benefits include provident fund, compensated absences, long service awards.

Defined contribution plans

The Company’s contribution to provident fund is considered as a defined contribution plan and is charged as an
expense as it falls due based on the amount of contribution required to be made.

Defined benefit plans

For defined benefit plans in the form of gratuity, only the amount of expenses actually paid during the year with
regard to gratuity obligations payable to the employees has been recognised in the Statement of Profit and Loss.

Short-term employee benefits

The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services
rendered by employees are recognised during the year when the employees render the service. These benefits
include performance incentive which are expected to occur within twelve months after the end of the period in
which the employee renders the related service. It also includes compensated absenses and as the company only
pays non-accumulating compensated absences they are accounted as and when the absences occur.

Compensated absences which are not expected to occur within twelve months after the end of the period in which
the employee renders the related service are recognised as a liability at the present value of the defined benefit
obligation as at the Balance Sheet date less the fair value of the plan assets out of which the obligations are
expected to be settled. Long Service Awards are recognised as a liability at the present value of the defined benefit
obligation as at the Balance Sheet date.

1.16 Borrowing costs


Borrowing costs include interest, amortisation of ancillary costs incurred and exchange differences arising from
foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost. Costs in
connection with the borrowing of funds to the extent not directly related to the acquisition of qualifying assets are
charged to the Statement of Profit and Loss over the tenure of the loan. Borrowing costs, allocated to and
utilised for qualifying assets, pertaining to the period from commencement of activities relating to construction/
52
GINZA INDUSTRIES LIMITED

development of the qualifying asset upto the date of capitalisation of such asset is added to the cost of the assets.
Capitalisation of borrowing costs is suspended and charged to the Statement of Profit and Loss during extended
periods when active development activity on the qualifying assets is interrupted.

1.17 Segment reporting


The Company operates in only one segment of Textile and Garments Manufacturing. Also the business operations of
the company can not be segregated on any other basis. Thus, no separate segment reporting is prepared

1.18 Leases
Assets leased by the Company in its capacity as a lessee, where substantially all the risks and rewards of ownership
vest in the Company are classified as finance leases. Such leases are capitalised at the inception of the lease at the
lower of the fair value and the present value of the minimum lease payments and a liability is created for an
equivalent amount. Each lease rental paid is allocated between the liability and the interest cost so as to obtain a
constant periodic rate of interest on the outstanding liability for each year.
Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the
lessor are recognised as operating leases. Lease rentals under operating leases are recognised in the Statement of
Profit and Loss on a straight-line basis.

1.19 Earnings per share


Based and diluted earnings per share are computed by dividing the net profit after tax attributable to equity
shareholders for the year, with the weighted number of equity shares outstanding during the year.
1.20 Taxes on income
Current tax is the amount of tax payable on the taxable income for the current year as determined in accordance
with the provisions of the Income Tax Act, 1961.
Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the
form of adjustment to future income tax liability, is considered as an asset if there is convincing evidence that the
Company will pay normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is
probable that future economic benefit associated with it will flow to the Company.
Deferred tax is recognised on timing differences, being the differences between the taxable income and the
accounting income that originate in one period and are capable of reversal in one or more subsequent periods.
Deferred tax is measured using the tax rates and the tax laws enacted or substantially enacted as at the reporting
date. Deferred tax liabilities are recognised for all timing differences. Deferred tax assets in respect of unabsorbed
depreciation and carry forward of losses are recognised only if there is virtual certainty that there will be sufficient
future taxable income available to realise such assets. Deferred tax assets are recognised for timing differences of
other items only to the extent that reasonable certainty exists that sufficient future taxable income will be available
against which these can be realised. Deferred tax assets are reviewed at each Balance Sheet date for their
realisability.

1.21 Impairment of assets


The carrying values of assets / cash generating units at each Balance Sheet date are reviewed for impairment. If
any indication of impairment exists, the recoverable amount of such assets is estimated and impairment is
recognised, if the carrying amount of these assets exceeds their recoverable amount. The recoverable amount is
the greater of the net selling price and their value in use.

1.22 Provisions and contingencies


A provision is recognised when the Company has a present obligation as a result of past events and it is probable
that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be
made. Provisions (excluding retirement benefits) are not discounted to their present value and are determined
based on the best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each
Balance Sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the
Notes.

1.23 Derivative contracts


The Company enters into derivative contracts in the nature of foreign currency swaps, currency options, forward
contracts with an intention to hedge its existing assets and liabilities, firm commitments and highly probable
transactions. Derivative contracts which are closely linked to the existing assets and liabilities are accounted as per
the policy stated for Foreign Currency Transactions and Translations. Derivative contracts designated as a hedging
instrument for highly probable forecast transactions are accounted as per the policy stated for Hedge Accounting.
All other derivative contracts are marked-to-market and losses are recognised in the Statement of Profit and Loss.
Gains arising on the same are not recognised, until realised, on grounds of prudence.

1.24 Insurance claims


Insurance claims are accounted for on the basis of claims admitted / expected to be admitted and to the extent that
there is no uncertainty in receiving the claims.

53
ANNUAL REPORT 2014 - 2015

2. SHARE CAPITAL

Particulars 31st March, 2015 31st March, 2014


(Rs in lacs) (Rs in lacs)
Authorised
2,00,00,000 Equity Shares of Rs.10/- each 2000.00 2000.00
(Previous year 2,00,00,000 Equity Shares of Rs 10/- each )
Issued, Subscribed and Fully Paid up :
88,83,106 Equity Shares of Rs.10/- each 888.31 888.31
(Previous year 88,83,106 Equity Shares of Rs 10/- each)

Reconciliation of shares outstanding at the beginning and at the end of the reporting period
31st March, 2015 31st March, 2014
No. of Shares Amount No. of Shares Amount
(Rs in lacs) (Rs in lacs)

At the beginning of the period 8,883,106 888.31 8,883,106 888.31


Add : Shares issued during the year - - - -
Less: Shares bought back during the year - - - -
Add : Other movements during the year - - - -
Outstanding at the end of the period 8,883,106 888.31 8,883,106 888.31

Terms/Rights attached to Equity Shares

The Company has only one class of Equity Shares having par value of Rs.10/- per share. Each holder of Equity Share
is entitled to one vote per Share

For the year ended 31 March 2015, the amount of dividend per share recognised as distributions to Equity
Shareholders is Rs.Nil (Previous Year : Rs. Nil)

In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive the realised value of
the assets of the Company, remaining after payment of all preferential dues. The distribution will be in proportion to
the number of Equity Shares held by the Shareholders.

Particulars of Shares held by Holding Company 31st March, 2015 31st March, 2014
Name of the Company No of Shares No of Shares

Twistex India Limited 5,176,956 5,176,956

Details of Shareholders holding more than 5% Equity Shares in the Company


Name of Shareholders 31st March, 2015 31st March, 2014

No. of Shares % of holding No. of Shares % of holding


in the class in the class
Twistex India Limited 5,176,956 58.28% 5,176,956 58.28%
Ashok Kumar Sethia 1,326,900 14.94% 1,284,400 14.46%
Rita Sethia 1,164,800 13.11% 1,164,800 13.11%

Particulars 31st March, 2015 31st March, 2014


(Rs in lacs) (Rs in lacs)
Aggregate number of shares issued for consideration other than cash, NIL NIL
bonus shares issued and shares bought back during the period of 5 years
immediately preceding the reporting date.

54
GINZA INDUSTRIES LIMITED

Particulars 31st March, 2015 31st March, 2014


(Rs in lacs) (Rs in lacs)

3. RESERVES AND SURPLUS


Securities Premium Account
Balance at the beginning of the year 123.05 123.05
Add: Securities premium credited on share issue during the year - -
Less: Premium utilised for various reasons - -
Closing Balance 123.05 123.05
General Reserve
Balance at the beginning of the year 500.00 500.00
Add: current year transfer - -
Closing Balance 500.00 500.00
Surplus Balance in the Statement of Profit and Loss
Balance in the statement of Profit & Loss as at the beginning of the year 6,180.29 5,667.70
Less: Deferred tax liability short created of earlier years being adjusted - 435.74
Less: Transitional effects on revision of Depreciation on useful life of
assets in accordance with Schedule II (Net of Deferred Tax aggregating
to Rs 770.10 lacs) (See Note 33). 770.10 -
Add: Net Profit for the current year 1,151.07 948.33
Closing Balance 6,561.26 6,180.29
Total Reserves and Surplus 7,184.31 6,803.34

4. LONG TERM BORROWINGS


Secured
Term Loan
From Banks 5,401.14 2,142.54
Others 926.22 749.49
Total 6,327.36 2,892.03
Unsecured
Others 756.93 892.31
Total 756.93 892.31
Total 7,084.29 3,784.34

Nature of Securities and terms of repayment for long term secured Borrowings

Nature of Security Terms of Repayments

Term loan from UBI amounting to Rs 952.22 lacs (31st Rs 10.00 lacs monthly installments payable in 23
March 2014 :Rs 868.47 lacs) is secured by way of first pari months.
passu charge over the company's entire fixed assets Rs. 11.11 lacs monthly installments payable in 65
(except specified assets) both present & future, on months
paripassu basis and second charge on all current assets of
the company both present & future.

Term loan from BOI amounting to Rs 364.60 lacs (31st Rs 10.80 lacs monthly installment payable in 05
March 2014: Rs 796.81 lacs) is secured by way of first pari months & Rs 10.24 lacs in last installment
passu charge over the company's entire fixed assets Rs 15.83 lacs monthly installment payable in 18
(except specified assets) both present & future, on months & Rs 15.42 lacs in last installment
paripassu basis and second charge on all current assets of
the company both present & future.

Term loan from ALB amounting to Rs 417.06 lacs (31st Rs.16.67 lacs monthly installment repayable in 25
March 2014: Rs 617.01 lacs) is secured by way of first pari months.
passu charge over the company's entire fixed assets
(except specified assets) both present & future, on
paripassu basis and second charge on all current assets of
the company both present & future.

55
ANNUAL REPORT 2014 - 2015

Term loan from Vijaya Bank amounting to Rs 1059.48 lacs Rs.22.66 lacs monthly installment including interest
(31st March 2014: 647.53 lacs) is secured by way of first installment repayable in 68 months.
pari passu charge over the company's entire fixed assets
(except specified assets) both present & future, on
paripassu basis and second charge on all current assets of
the company both present & future.

Term loan from CBI amounting to Rs 1440.64 lacs (31st Rs.53.35 lacs quarterly installment repayable in 27
March 2014: 299.35 lacs) is secured by way of first pari quarters.
passu charge over the company's entire fixed assets (except
specified assets) both present & future, on paripassu basis
and second charge on all current assets of the company both
present & future.

Term loan from SIDBI amounting to Rs 678.00 lacs (31st Rs10.00 lacs monthly installment repayable in 75
March 2014: NIL) is secured by way of exclusive charge on months and last installment for Rs 5.00 lacs.
land at Palghar and residual charge on all moveable assets
of the company. (Rs 77.00 lacs is yet to be disbursed)

Term loan from Tata Capital amounting to Rs 1000.00 Rs 52.63 lacs quaterly installment repayable in 18
lacs (31st March 2014: NIL) is secured by way of first pari quarters and last installment of Rs 52.64 lacs.
passu charge over the company's entire fixed assets
(except specified assets) both present & future, on
paripassu basis and second charge on all current assets of
the company both present & future.

Term loan from RBL amounting to Rs 1000.00 (31st Rs 62.50 lacs quaterly installment repayable in 16
March 2014: NIL) is secured by way of first pari passu quarters.
charge over the company's entire fixed assets (except
specified assets) both present & future, on paripassu basis
and second charge on all current assets of the company
both present & future.

Equipment Loan amounting to Rs 5.97 lacs (31st March Repayable in 8 Equated Monthly Installments
2014: Rs 14.05 lacs) is secured by way of specified assets of including interest.
the Company.

Vehicle Loan amounting to Rs 7.69 lacs (31st March 2014 : Repayable in 6 Equated Monthly Installments
Rs 21.95 lacs) is secured by way of vehicle financed including interest.
Vehicle Loan amounting to Rs 6.08 lacs (31st March 2014 : Repayable in 18 Equated Monthly Installments
Rs Nil) is secured by way of vehicle financed including interest.
Vehicle Loan amounting to Rs 3.05 lacs (31st March 2014 : Repayable in 20 Equated Monthly Installments
Rs 4.68 lacs) is secured by way of vehicle financed including interest.

Vehicle Loan amounting to Rs 1.90 lacs (31st March 2014 : Repayable in 20 Equated Monthly Installments
Rs 2.90 lacs) is secured by way of vehicle financed including interest.

Vehicle Loan amounting to Rs 2.75 lacs (31st March 2014 : Repayable in 20 Equated Monthly Installments
Rs 4.20 lacs) is secured by way of vehicle financed including interest.

Vehicle Loan amounting to Rs 0.58 lacs (31st March 2014 : Repayable in 7 Equated Monthly Installments including
1.75 lacs) is secured by way of vehicle financed interest.

Vehicle Loan amounting to Rs 1.27 lacs (31st March 2014 : Repayable in 12 Equated Monthly Installments
2.44 lacs) is secured by way of vehicles financed including interest.
Vehicle Loan amounting to Rs 11.31 lacs (31st March 2014 : Repayable in 18 Equated Monthly Installments
Rs 17.95 lacs ) is secured by way of vehicles financed including interest.

Vehicle Loan amounting to Rs 11.31 lacs (31st March Repayable in 18 Equated Monthly Installments
2014 : Rs 17.95 lacs ) is secured by way of vehicles financed including interest.

Vehicle Loan amounting to Rs 2.38 lacs (31st March 2014 : Repayable in 10 Equated Monthly Installments
4.98 lacs) is secured by way of vehicles financed including interest.

56
GINZA INDUSTRIES LIMITED

Vehicle Loan amounting to Rs 2.77 lacs (31st March Repayable in 14 Equated Monthly Installments
2014 : Rs 4.89 lacs) is secured by way of vehicles financed including interest.

Vehicle Loan amounting to Rs 4.75 lacs (31st March Repayable in 14 Equated Monthly Installments
2014 : Rs 8.38 lacs) is secured by way of vehicles financed including interest.

Vehicle Loan amounting to Rs 6.95 lacs (31st March 2014 : Repayable in 17 Equated Monthly Installments
Rs 11.32 lacs) is secured by way of vehicles financed including interest.

Vehicle Loan amounting to Rs 2.39 lacs (31st March 2014 : Repayable in 27 Equated Monthly Installments
Rs NIL) is secured by way of vehicles financed including interest.

Vehicle Loan amounting to Rs 29.89 lacs (31st March Repayable in 33 Equated Monthly Installments
2014 : Rs NIL) is secured by way of vehicles financed including interest.

Vehicle Loan amounting to Rs 6.07 lacs (31st March 2014 : Repayable in 32 Equated Monthly Installments
Rs NIL) is secured by way of vehicles financed including interest.

Vehicle Loan amounting to Rs 9.21 lacs (31st March 2014 : Repayable in 25 Equated Monthly Installments
Rs NIL) is secured by way of vehicles financed including interest.

Vehicle Loan amounting to Rs 14.54 lacs (31st March Repayable in 33 Equated Monthly Installments
2014 : Rs NIL) is secured by way of vehicles financed including interest.

Vehicle Loan amounting to Rs 5.03 lacs (31st March 2014 : Repayable in 32 Equated Monthly Installments
Rs NIL) is secured by way of vehicles financed including interest.

Vehicle Loan amounting to Rs 8.03 lacs (31st March 2014 : Repayable in 32 Equated Monthly Installments
Rs NIL) is secured by way of vehicles financed including interest.

Vehicle Loan amounting to Rs 5.64 lacs (31st March 2014 : Repayable in 33 Equated Monthly Installments
Rs NIL) is secured by way of vehicles financed including interest.

Vehicle Loan amounting to Rs 24.19 lacs (31st March Repayable in 35 Equated Monthly Installments
2014 : Rs NIL) is secured by way of vehicles financed including interest.

Vehicle Loan amounting to Rs 4.28 lacs (31st March 2014 : Repayable in 33 Equated Monthly Installments
Rs NIL) is secured by way of vehicles financed including interest.
Vehicle Loan amounting to Rs 4.28 lacs (31st March 2014 : Repayable in 33 Equated Monthly Installments
Rs NIL) is secured by way of vehicles financed including interest.

Vehicle Loan amounting to Rs 4.28 lacs (31st March 2014 : Repayable in 33 Equated Monthly Installments
Rs NIL) is secured by way of vehicles financed including interest.
Equipment Loan amounting to Rs 20.92 lacs (31st March Repayable in 33 Equated Monthly Installments
2014: Rs 14.06 lacs) is secured by way of specified assets of including interest.
the Company
Property Loan from Aditya Birla Finanace Ltd amounting to Repayable in 86 Equated Monthly Installments
Rs 710.85 lacs (31st March 2014 : 764.99 lacs) is secured Repayable in 89 Equated Monthly Installments
by way of Property financed
Property Loan from Aditya Birla Finanace Ltd amounting to
Rs 260.00 lacs (31st March 2014 : 764.99 lacs) is secured
by way of Property financed
(All the above Term Loans are guaranteed by Mr. Ashok
Kumar Sethia, Mr. Arvind Kumar Sethia, Mr. Manoj Kumar
Sethia & Mr. Laxmipat Banthia i.e. Directors of the
company)

Unsecured Loan
Orthers-Intercorporate Loan amounting to Rs 756.92 lacs Repayable in 1-3 years
(31st March 2014: Rs 892.31 lacs)

57
ANNUAL REPORT 2014 - 2015

Particulars 31st March, 2015 31st March, 2014


(Rs.) in Lacs (Rs.) in Lacs
5. DEFERRED TAX LIABILITY/ ASSETS (NET)
Deferred Tax Liability
Related to Fixed Assets 958.66 1,338.50
Net Deferred Tax Liability 958.66 1,338.50

6. SHORT TERM BORROWINGS


Secured Loans
Loans Repayable on Demand from Banks
Cash Credit 4,640.49 6,714.30

Total 4,640.49 6,714.30

Nature of Securities and terms of repayment for Short term secured Borrowings

Nature of Security Terms of Repayments

Working Capital Borrowings from Banks classified as “Loan repayable on Demand from On demand
Banks” amounting to Rs. 4640.49 lacs (31st March 2014: Rs. 6714.30 lacs) is secured
by way of first charge over Company’s entire stock of RM, WIP,FG, Book Debts and
other specified current assets both present & future on Pari Passu basis and second
charge on all fixed and movable assets (except specifed assets) of the Company, both
present & future)
(All the above Short Term Borrowings are guaranteed by Mr. Ashok Kumar Sethia, Mr.
Arvind Kumar Sethia, Mr. Manoj Kumar Sethia & Mr. Laxmipat Banthia i.e. Directors of
the company)

7. TRADE PAYABLES
Due to Micro, Small and Medium Enterprises (due for less thans 45 days)# - -
Creditors for Trade 2,203.02 2,168.72
Creditors under Acceptance of Letter of Credit 240.44 349.54

Total 2,443.46 2,518.27

# The Company had called for information from all its vendors, however the Company has not received information
from vendors regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006.
Therefore, due to Micro, Small and Medium Enterprises ( Due for Less than 45 days) has been shown as Nil. This has
been relied upon by the auditors.

8. OTHER CURRENT LIABILITIES


Current maturities of long term borrowings # 1,763.13 1,473.11
Interest accrued but not due 40.11 60.16
Statutory Dues 37.22 32.49
Advance received from customers 155.89 304.94
Other short term liabilities 840.71 661.60
Sundry creditors for expenses 542.48 455.67
Sundry creditors for capital goods 56.77 52.02

Total 3,436.31 3,039.99

#The current maturity of long term borrowing repayable upto 31st March 2016

9. SHORT TERM PROVISIONS


Provision for Income Tax - 283.45

Total - 283.45

58
10. FIXED ASSETS (Rs. in lacs)
Gross Block Depreciation Net Block
NATURE OF ASSETS
Sale /
As at Additions Discard As at As at During the As at As at As at
during 31.03.2015 01.04.2014 Disposal
01.4.2014 during Year 31.03.2015 31.03.2015 31.03.2014
the year the year

TANGIBLE ASSETS
Land - Freehold 324.64 - - 324.64 - - - - 324.64 324.64
Land -Leasehold 354.38 - - 354.38 32.25 - - 32.25 322.13 322.13
Factory Building 4,077.89 66.72 - 4,144.61 906.37 145.36 - 1,051.72 3,092.89 3,171.52
Non-Factory Building 1,228.52 - - 1,228.52 59.90 19.40 - 79.30 1,149.22 1,168.62
Plant & Machinery 14,530.49 2,775.31 139.64 17,166.16 9,770.48 1,469.56 113.08 11,126.97 6,039.19 4,760.01
Electric Installation 579.15 36.91 - 616.06 309.70 83.33 - 393.03 223.03 269.45
Air Conditioners 118.62 19.73 - 138.35 88.25 12.33 - 100.57 37.78 30.37
Furniture & Fixtures 588.85 27.47 46.09 570.23 209.59 73.03 7.49 275.13 295.11 379.26
Computers 190.90 23.61 - 214.51 145.30 28.75 - 174.06 40.46 45.60
Ofce Equipments 142.30 19.92 - 162.22 48.54 31.54 - 80.08 82.14 93.76
Vehicles 713.42 147.89 11.66 849.64 342.77 80.09 11.14 411.72 437.92 370.65
Residential Flats 62.84 - - 62.84 9.37 0.98 - 10.34 52.50 53.47
Total 22,912.00 3,117.55 197.38 25,832.16 11,922.53 1,944.35 131.71 13,735.18 12,096.99 10,989.48
Previous Year 21,751.19 1,227.92 67.12 22,912.00 9,543.73 1,257.44 39.50 10,761.67 12,150.32 12,207.46

Gross Block Depreciation Net Block


NATURE OF ASSETS
Sale / As at
As at Additions Discard As at During the As at As at As at
01.04.2014 Disposal
01.4.2014 during during 31.3.2015 Year 31.3.2015 31.3.2015 31.3.2014
the year the year
INTANGIBLE ASSETS
Computer Software 177.07 42.15 - 219.23 103.84 41.93 - 145.77 73.46 73.23
Total 177.07 42.15 - 219.23 103.84 41.93 - 145.77 73.46 73.23
Previous Year 121.60 55.47 - 177.07 74.55 12.48 - 87.03 90.05 47.05
GRAND TOTAL 23,089.07 3,159.70 197.38 26,051.39 12,026.38 1,986.28 131.7 13,880.94 12,170.45 11,062.71
Previous Year 21,872.79 1,283.39 67.12 23,089.07 9,618.28 1,269.92 39.50 10,848.70 12,240.37 12,254.51
GINZA INDUSTRIES LIMITED

59
ANNUAL REPORT 2014 - 2015

11. NON CURRENT INVESTMENTS


Particulars 31st March, 2015 31st March, 2014
No of shares (Rs.) in Lacs No of shares (Rs.) in Lacs
Unquoted (Trade)
Investment in Subsidiaries
Ginza Lifestyles Limited 50,000 5.00 50,000 5.00
Equity Shares of Rs 10/- each
Investment in Sunsilk Dye & Prin Mills P Ltd 5,430,000 543.00 4,980,000 498.00
Equity Shares of Rs 10/- each
Investment in Others
Surat Peoples Co op Bank Limited 5,230 0.52 5,230 0.52
Equity Shares of Rs 10/- each
Saraswat Co op. Bank Limited - - 2,500 0.25
Equity Shares of Rs 10/- each
Sachin Infra Environment Limited 75,000.00 7.50 75,000 7.50
Equity Shares of Rs 10/- each
Total 5,560,230 556.02 5,112,730 511.27
Aggregate Book Value - Unquoted Total 5,560,230 556.02 5,112,730 511.27

31st March, 2015 31st March, 2014


(Rs in lacs) (Rs in lacs)

12. LONG TERM LOAN AND ADVANCES


Unsecured, considered good unless otherwise stated
Security deposits 206.99 168.22

Total 206.99 168.22

13. INVENTORIES (Valued at lower of cost or net realizable value)


Raw-Materials 1,374.78 1,254.70
Work in progress 1,112.27 1,036.56
Finished Goods 2,788.03 2,662.02
Stores & Spares 276.42 -

Total 5,551.50 4,953.28

14. TRADE RECEIVABLES


Trade receivables outstanding for a period exceeding six months
from the date they are due for payments
Unsecured considered good 279.14 337.94
Trade receivables outstanding for a period less than six months from the
date they are due for payments
Unsecured considered good 6,186.57 5,687.30

Total 6,465.71 6,025.24

15. CASH, CASH EQUIVALENT AND BANK BALANCES


Cash & Cash Equivalents
Cash in Hand 39.43 64.19
Balance with Banks 59.38 14.72
Term Deposits as Margin Money with Banks 130.27 126.06

Total 229.08 204.97

60
GINZA INDUSTRIES LIMITED

Particulars 31st March, 2015 31st March, 2014


(Rs in lacs) (Rs in lacs)
16. SHORT TERM LOANS & ADVANCES
Advances towards purchase & Services 778.70 983.81
Loans & Advances to Employees 20.41 37.00

Total 799.11 1,020.81

17. OTHER CURRENT ASSETS


Interest Subsidy Receivable 176.62 28.87
Interest Receivable 1.71 1.88
Prepaid Expenses 3.02 2.96
DEPB, Drawback & other Govt Incentives 63.94 5.10
MAT credit entitlement 121.43 107.52
Advance Income Tax 158.98 100.00
Other Current Asset 7.07 -

Total 532.77 246.33

18. REVENUE FROM OPERATIONS


Sale of Products: Domestic 28,237.65 24,027.74
Exports 5,855.02 3,422.84
Other Operating Income
Income against advance License 1.02 -
Duty drawback received 109.60 7.66

Total 34,203.29 27,458.24

19. OTHER INCOME


Interest Received 20.18 14.64
Foreign Exchange Fluctuation Profit (Net) 26.26 5.26
Rent Received 6.53 9.74
Profit on sale of Fixed Asset (Net) 9.32 1.45
Sundry Balances Written back 4.59 -
Misc Income 2.38 2.07

Total 69.26 33.16

20. COST OF RAW MATERIALS CONSUMED


Inventory at the beginning of the year 1,254.70 1,034.49
Add: Purchases 17,442.76 13,967.73
Less: Inventory at the end of the year 1,374.78 1,254.70
Cost of raw materials consumed during the year 17,322.68 13,747.52

21. CHANGES IN INVENTORY OF FINISHED GOODS, WORK IN PROGRESS AND STOCK IN TRADE
Opening Stock:
Finished Goods 2,662.02 3,025.75
Work in progress 1,036.56 669.37
3,698.58 3,695.12
Closing Stock:
Finished Goods 2,788.03 2,662.02
Work in progress 1,112.27 1,036.56
3,900.29 3,698.58
Change In Inventory of Finished Goods & Work in Progress (201.71) (3.46)

61
ANNUAL REPORT 2014 - 2015

Particulars 31st March, 2015 31st March, 2014


(Rs in lacs) (Rs in lacs)
22. EMPLOYEE BENEFIT EXPENSES
Salaries, Wages, Bonus, etc 5,730.68 4,104.92
Contribution to Provident Fund and other funds 382.81 220.00
Staff Welfare Expenses 141.86 123.43

Total 6,255.36 4,448.35

23. OTHER EXPENSES


Power & Fuel 1,663.76 1,548.17
Processing, Printing & Cutting Charges 1,063.53 1,065.73
Stores & Spares 351.99 326.12
Postage & Courier Expenses 86.65 64.98
Printing & Stationery 44.30 32.50
Telephone & Fax Charges 32.99 24.75
Legal & Professional Charges 111.10 82.96
Rent Paid 72.37 87.55
Rates & Taxes 54.39 24.07
Repairs & Maintenance 310.40 265.90
Bank Charges 91.61 72.81
Travelling & Conveyance Expenses 136.08 100.47
Vehicle Running & Maintenance Expenses 119.88 101.88
Auditors Remuneration # 15.55 8.35
Insurance Expenses 9.77 12.74
General Exp 165.98 153.22
Sundry Balances Written off 28.29 11.05
CSR Contribution 6.50 -
Advertisement & Sales Promotion Expenses 421.07 117.99
Rebates & Discounts 296.10 244.74
Commission & Brokerage 77.95 55.11
Packing & Forwarding Expenses 294.78 252.34
Freight and Clearing & Forwarding Charges 186.08 102.71

Total 5,641.12 4,756.14

#Auditors Remuneration
Audit Fees 2.75 2.50
Tax Audit fee 0.75 0.75
Fee for Taxation 10.62 3.43
Fee for Certification 1.05 0.92
Reimbursement of Expenses 0.39 0.75

Total 15.55 8.35

COST OF STORES AND SPARES CONSUMED


Inventory at the beginning of the year - -
Add: Purchases 628.40 326.12
Less: Inventory at the end of the year 276.42 -
Cost of Stores and Spares consumed during the year 351.99 326.12

24 FINANCE COSTS
Interest Expenses
on Borrowings 1,461.69 1,496.19
on others 238.27 246.49
Other Borrowing Costs
Loan facilitation and processing charges 78.45 50.89

Total 1,778.41 1,793.57

62
GINZA INDUSTRIES LIMITED

25. EXCEPTIONAL ITEMS


During the year the company doesn't have any exceptional item.
Particulars 31st March, 2015 31st March, 2014
(Rs in lacs) (Rs in lacs)
26. EARNING PER SHARE
Net Profit as per Statement of Profit and Loss 1,151.07 948.34
Net Profit available to Equity Share Holders 1,151.07 948.34
No. of Equity Shares at year end 88.83 88.83
Weighted average number of Equity shares used as denominator for calculating EPS 88.83 88.83
Basic and Diluted Earning per Share 12.96 10.68
Face value per Equity Share 10.00 10.00
27 The position of Contingent liability as on 31st March 2015 for:

i) There is contingent liability to the extent of Rs. 9.14 lacs.The Company had imported machinery on subsidized
rate of duty under Export Promotion Capital Goods Scheme (EPCG). Accordingly the Company is under an
obligation to export to the extent of Rs.54.87 lacs, i.e. six times of the duty saved of Rs. 9.14 lacs, in six years
from the date of issue of authorization. The Company has made export for the value of nil till 31st March, 2015.
If the Company is unable to fulfill the full export obligation within the stipulated period, it would be liable to pay
proportionate duty saved along with interest at the rate of 18% p.a.

ii) Outstanding Bank Guarantees Rs. 32.31 Lacs

iii) Gratuity provision has not been created in the books of accounts (refer point no. 35) of the company thus the
liability for the same remain unaccounted for.

28 PROVISION FOR INCOME TAX :

Provision for Income Tax of Rs. 325.35 Lacs (previous year Rs. 460.00 Lacs) for current year has been has been
computed on the basis of MAT under Section 115JB (Previous year under Normal Tax Provision) of the Income Tax
Act, 1961.

29 The company operates in a single major segment of manufacturing of Textiles and readymade garments .The
Company does not fall under any of the criteria laid down under AS –17 and hence segment reporting is not
applicable.

30 In the opinion of management, value on realization of current assets, loans & advances in the ordinary course of
business will be at least equal to the amount at which they have been stated in the financial statements.
31. RELATED PARTY DISCLOSURE:-
(I) List of Related “Party & Relationship Disclosures” for the year ended 31st March 2015, are
given below (as identified by Management)
1) Key Management Personnel and Their Relative.
Mr. Ashok Kumar Sethia Chairman & Managing Director
Mr. Arvind Kumar Sethia Joint Managing Director
Mr. Manoj Kumar Sethia Joint Managing Director
Mr. Laxmipat Banthia Whole-time Director
Mr Amolak Chand Sethia Relative of Director
Mrs. Kiran Devi Sethia Relative of Director
Mrs.Rita Sethia Relative of Director
Mr Amrit Sethia Relative of Director
Mr Rohit Sethia Relative of Director
Ms. Meha Sethia Relative of Director
Ms Komal Sethia Relative of Director
Mrs. Karuna Sethia Relative of Director
Mrs. Ritu Banthia Relative of Director
Mr Rakesh Banthia Relative of Director
2 Organisation where Key Management personnel & their Relatives have significant Influence.
Twistex India Limited - Holding Company
Sunsilk Dyeing & Printing Mills Private Limited - Wholly Owned Subsidiary Company
Ginza Lifestyles Limited- Wholly Owned Subsidiary Company

63
ANNUAL REPORT 2014 - 2015

(II) List of Related “Party & Relationship Disclosures” are given below (as identified by Management)
(Rs. in lacs)
Holding Subsidiaries Joint Key Relatives Total
Company Venture Management of Key
Company Personnel Management
Personnel
Loans and Advances
Loans Taken
Balance as at 1st April 167.99
Previous Year 249.30
Taken during the year 9.14
Previous Year 48.40
Paid during the year (118.39)
Previous Year (129.71)
Balance as at 31st March 58.74
Previous Year 167.99
Loan Granted
Balance as at 1st April 420.16
Previous Year 315.20
Granted during the year 465.50
Previous Year 106.96
Received during the year (327.00)
Previous Year (2.00)
Balance as at 31st March 558.66
Previous Year 420.16
Investment
Balance as at 1st April 503.00
Previous Year 238.25
Investment redeemed during the year
Previous Year
Received during the year 45.00
Previous Year 264.75
Balance as at 31st March 548.00
Previous Year 503.00
Sundry Creditors
Balance as at 31st March 413.47
Previous Year 44.38
Sundry Debtors
Balance as at 31st March 1.23
Previous Year -
Sales
Sales of Goods/Job Charges 35.57
Previous Year -
Expenditure
Purchase of Goods/Job Charges 3440.64 0.28
Previous Year 828.95 -
Remuneration 189.70 48.84
Previous Year 146.00 36.75
Interest Paid 10.15
Previous Year 22.56
Note:- 1) Related party relationship is as identified by the Company and relied upon by the Auditors

64
GINZA INDUSTRIES LIMITED

(III) Out of the above items, transaction in excess of 10% of the total related party transactions are as
under:
(Amount Rs. In lacs)
Sr. Transaction Current Previous
No. Year Year
a Loans & Advances
Received /Adjusted during the year (net)
1. Twistex India Limited (109.25) (129.71)
2. Sunsilk Dyeing & Printing Mills Private Limited (138.50) (178.13)
b Granted during the year

c Investment
1. Sunsilk Dyeing & Printing Mills Private Limited 45.00 -

d Expenditure
Purchase of Goods:-
1. Ginza Lifestyles Limited 3,021.68 409.50

Sales
Kamal Exports 0.02 -
Abhay Industries 1.18 -
vineet Enterprises 34.37 -

Processing Charges
1. Sunsilk Dyeing & Printing Mills Private Limited 418.96 419.45

Remuneration:-
1. Mr. Ashok Kumar Sethia 52.97 47.00
2. Mr. Arvind Kumar Sethia 44.57 36.00
3. Mr. Manoj Kumar Sethia 44.57 36.00
4. Mr. Laxmipat Banthia 33.00 27.00
5. Mr. Divyesh Shah 14.58 -
6. Mrs. Rita Sethia 14.51 12.00
7. Mr. Amrit Sethia 11.65 7.00
8. Mr. Rohit Sethia 11.65 7.00
9. Ms. Meha Sethia 4.03 3.75
10. Mr. Rakesh Banthia 7.00 7.00

Rent Received - 3.60

Interest Paid 10.15 2.26

32 Impairment of Assets :

In accordance with the Accounting Standard (AS-28) on “Impairment of Assets” issued by the Institute of
Chartered Accountants of India, during the year the company has reassessed value in use of its fixed asset and is of
view that no provision for impairment is necessary.

33 The company has reassessed the useful life of assets for the purpose of determination of depreciation in the
manner prescribed under the Schedule II of the Companies Act,2013. Consequently: Where the revised useful life
of assets has expired at the beginning of the year, the carrying value of such assets net of the effect of deferred tax
Rs. 407.56 lacs aggregating to Rs. 770.10 lacs is adjusted against the opening balance of retained earning as a
transitional adjustment as per Schedule II.

34 The Company makes regular contribution to defined contribution schemes such as provident fund and other funds
and contributions amounting to Rs.382.81 Lacs (P.Y Rs. 220.00 Lacs) have been charged to Profit & Loss account.

35 The Company has not done actuarial valuation of Gratuity Liability; hence no provision has been made, the same
has been charged on Cash basis.

65
ANNUAL REPORT 2014 - 2015

36 VALUE OF IMPORTS (INCLUDING IN TRANSIT) CALCULATED ON C.I.F BASIS IN RESPECT OF


Particulars 31st March, 2015 31st March, 2014
(Rs.) in Lacs (Rs.) in Lacs
(i) Raw Materials 2,492.65 2,684.61
(ii) Stores and Spares Parts 259.74 105.50
(iii) Capital Goods 2,710.98 379.27

37. EXPENDITURE IN FOREGN CURRENCY (ON CASH BASIS EXCLUDING SERVICE TAX & EDUCATION CESS)
Travelling 41.03 33.26

38. EARNINGS IN FOREIGN EXCHANGE


FOB Value of Exports 5,855.02 3,422.84

39. Previous year’s figures have been regrouped / rearranged, wherever considered necessary.

As per our Report of even date attached

For Agarwal Sanganeria & Co. For and on behalf of the Board of Directors
Chartered Accountants Ginza Industries Limited
Firm Registration No 317224E

Ashok Kumar Sethia Laxmipat Banthia


Pawan Kr. Agarwal Chairman & Managing Director Wholetime Director
M.No-053496 DIN:01283310 DIN:02464903

Mumbai
24th July 2015

66
GINZA INDUSTRIES LIMITED

INDEPENDENT AUDITOR’S REPORT


To the Members of
Ginza Industries Limited

We have audited the consolidated financial statements of Ginza Industries Limited (“herein referred to as the holding
Company”) and its subsidiaries (the holding company and its subsidiaries together referred to as the “the Group”), which
comprise the Balance Sheet as at March 31, 2015, and the Statement of Profit & Loss and Cash Flow Statement for the
year then ended, and a summary of significant accounting policies and other explanatory information prepared based on
the relevant records (hereinafter referred to as “the Consolidated Financial Statements”).

Management’s Responsibility for the Consolidated Financial Statements

The Holding Company's Board of Directors is responsible for the preparation of these consolidated financial statements
in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair
view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group
in accordance with accounting principles generally accepted in India including the Accounting Standards specified under
Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014 and Accounting Standard 30, Financial
Instruments: Recognition and Measurement issued by the Institute of Chartered Accountants of India to the extent it
does not contradict any other accounting standard referred to in Section 133 of the Act read with Rule 7 of Companies
(Accounts) Rules, 2014. The Holding Company's Board of Directors is also responsible for maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the consolidated financial statements by the
Directors of the Holding Company, as aforesaid that give a true and fair view and are free from material misstatement,
whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are
required to be included in the audit report under the provisions of the Act and the Rules made there under.

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 obtained by us and the audit evidence obtained by the other auditors in terms of their
reports referred to in “Other Matters” below is sufficient and appropriate to provide a basis for our audit opinion on the
consolidated financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, read with the proviso and
the effect of the matter referred in “Other Matter” the aforesaid consolidated financial statements 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 of the consolidated state of affairs of the Group, as at 31st March 2015, and their
consolidated profit & loss and their consolidated cash flows for the year ended on that date.

Other Matter

As considered in the consolidated financial statements, in respect of subsidiaries. The financial statements/financial
information have not been audited by us. These financial statements/ financial information have been audited by other
67
ANNUAL REPORT 2014 - 2015

auditors whose reports have been furnished to us by the Management, and our opinion on the consolidated financial
statements insofar as it relates to the amounts and disclosures included in respect of these subsidiaries, our report in
terms of sub-sections (3) and (11) of Section 143 of the Act insofar as it relates to the aforesaid subsidiaries, is based
solely on the reports of the other auditors.

Our opinion on the consolidated financial statements and our report on Other Legal and Regulatory Requirements below,
is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other
auditors.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Government of
India in terms of sub-section (11) of section 143 of the Act, based on the comments in the auditors’ reports of the
Holding company, subsidiary company incorporated in India. We give in the Annexure a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report , to the extent applicable, that :

a) We have sought and obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

b) In our opinion proper books of account as required by law maintained by the Holding Company, its
subsidiaries included in the Group incorporated in India including relevant records relating to preparation
of the aforesaid consolidated financial statements have been kept so far as it appears from our
examination of those books and records of the Holding Company and the reports of the other auditors.

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

d) In our opinion, read with “Other Matter” the aforesaid consolidated financial statements comply with the
Accounting Standards specified under section 133 of the Act, Read with Rule 7 of the Companies
(Accounts) Rules, 2014 and Accounting Standard (AS) – 30 on ‘Financial Instruments: Recognition and
Measurement’ issued by the Institute of Chartered Accountants of India (ICAI).

e) On the basis of written representations received from the directors of the Holding Company as on March
31, 2015, and taken on record by the Board of Directors of Holding Company and the reports of the
statutory auditors of Group companies incorporated in India none of the directors of the Group companies,
incorporated in India is disqualified as on 31st March 2015 from being appointed as a director in terms of
Section 164 (2) of the Act.

f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:

i. The consolidated financial statements disclose the impact, if any, of pending litigations as at 31st
march 2015 on the consolidated financial position of the Group.

ii. Provision has been made in the consolidated financial statement, as required under the applicable
law or accounting standards, for material foreseeable losses, if any, on long-term contracts including
derivative contracts, if any as at 31st March 2015.

iii. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Holding Company, and its subsidiaries incorporated in India during the year
ended 31st March 2015.

For AGARWAL SANGANERIA & CO.


Chartered Accountants
F. R. No. 317224E

PAWAN KR. AGARWAL


Partner
Place : Mumbai
C.A. M No. 053496
Date : 24th July, 2015

68
GINZA INDUSTRIES LIMITED

ANNEXURE TO INDEPENDENT AUDITOR’S REPORT


[Referred to the Independent Auditor’s Report to the members of Ginza Industries Limited]

The Annexure referred to in the Independent auditor’s report to the members of Ginza Industries Limited for the year
ended on the consolidated financial statements as of and for the year end 31st March, 2015. We report that: -

(i) Fixed Assets

(a) The Holding Company and its subsidiaries are maintaining proper records showing full particulars, including
quantitative details and situation, of fixed assets.

(b) The management of the Holding Company and its subsidiary at reasonable intervals has physically verified
the Fixed Assets.

(ii) Inventories

(a) The inventory has been physically verified during the year by the respective management of holding
company and its subsidiary. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical
verification of inventories followed by the respective management of holding company and its subsidiary
are reasonable and adequate in relation to the size of the aforesaid holding company and its subsidiary and
the nature of their respective business.

(c) The holding company and its subsidiary has maintained proper records of inventory. As explained to us,
there was no material discrepancies noticed on physical verification of inventory as compared to the book
records.

(iii) Loans given to parties covered under Section 189 of the Companies Act,2013

The Holding Company, its subsidiaries have not granted any loans, secured or unsecured, to companies, firms or
other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause
3(iii), (iii)(a) and (iii)(b) of the said Order are not applicable to the aforesaid Holding Company and its subsidiary.

(iv) Internal Controls

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 holding company and its subsidiary and the nature of their
respective business, for the purchase of inventory and fixed assets and for the sale of goods and services. Further
on the basis of our examination and explanations given to us, we have not noticed any instances of major
weakness in the aforesaid holding company and the reports of the other auditors on the subsidiary internal
control.

(v) Public Deposits

The holding Company, its subsidiary, has not accepted any deposits from the public during the years, which are
within the purview of the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or
any other relevant provisions of the Companies Act, 2013 and the rules framed there under.

(vi) Cost Records

As per information & explanation given by the management, maintenance of cost records has not been prescribed
by the Central Government under of sub-section (1) of section 148 of the Companies Act, 2013 for any product of
the Holding Company and its subsidiary except in case of Sunsilk Dyeing & Printing Mills Private Limited.

In case of Sunsilk Dyeing & Printing Mills Private Limited as per the report of their statutory auditors it says ‘prima
facie the prescribed accounts and records have been made and maintained’.

(vii) Statutory Dues

(a) As per the records verified by us of the Holding Company, and based on reports of the other auditors of the
holding company’s subsidiary, the holding company and its subsidiary are generally regular in depositing
statutory dues involving Income Tax, Provident Fund, Employees State Insurance, Sales Tax, Service tax,
Cess and other applicable statutory dues with the appropriate authorities. Also, scrutiny of the records
69
ANNUAL REPORT 2014 - 2015

revealed no dues in respect of Investor Education and Protection Fund, and Wealth Tax. There were no
undisputed statutory dues remaining outstanding as on 31.03.2015 for a period of more than six months
from the date they become payable.

(b) According to the information and explanation given to us and the records of the holding company and
based on the reports of the other auditors of the Holding company’s subsidiary, there are no cases of non-
deposit of disputed dues of Sales Tax, Income Tax, Custom Tax, Wealth Tax, Service Tax, Excise Duty and
Cess with appropriate authorities.

(x) Accumulated Losses

At the end of the financial year as on 31st March, 2015 the holding company together with its subsidiary have no
accumulated losses and have not incurred any cash losses in the financial year ended on that date or in the
immediately preceding financial year.

(xi) Dues to Banks

According to the records of the Holding Company examined by us and the information and explanation given to us
and based on the reports of the other auditors, the Holding Company and its subsidiary have not defaulted in
repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

(xii) Guarantees given

As per the records verified by us and based on the explanations given to us, we are of the opinion that, the Holding
Company has not given any guarantee for loans taken by others from Banks or Financial Institutions, the terms
and conditions of which are prima-facie prejudicial to the interest of the Holding Company.

(xiii) Application of term Loan

According to the explanation and information given to us and based on the reports of the other auditors, in our
opinion, the term loans have been applied for the purpose for which they were obtained.

(xiv) Frauds

During the course of our examination of the books and records of the holding company, carried out in accordance
with the generally accepted auditing practices in India, and according to Information and explanations given to us,
we noticed that funds of Rs.6,78,000/- were misappropriated by a third party through forged cheque. Refund for
the same has already been received from the concerned bank as on date. With regards the subsidiaries, based on
the audit reports of the other auditors no fraud on those subsidiaries was noticed.

No fraud by the Holding company and its subsidiaries has been noticed or reported during the course of our audit.

For AGARWAL SANGANERIA & CO.


Chartered Accountants
F. R. No. 317224E

PAWAN KR. AGARWAL


Place : Mumbai Partner
Date : 24th July, 2015 C.A. M No. 053496

70
GINZA INDUSTRIES LIMITED

Consolidated Balance Sheet as at 31st March, 2015


(Rs in lacs)
Particulars Notes As at As at
31st March 2015 31st March 2014
EQUITY AND LIABILITIES
Shareholder’s Funds
Share Capital 2 888.31 888.31
Reserve and Surplus 3 7,102.90 6,871.63
7,991.21 7,759.94
Minority Interest - 50.62

Non-Current Liabilities
Long-Term Borrowings 4 7,808.60 4,503.59
Deferred Tax Liabilities(Net) 5 890.88 1,289.51
8,699.48 5,793.10
Current Liabilities
Short-Term Borrowings 6 4,940.45 7,014.27
Trade Payables 7 3,214.73 3,027.76
Other Current Liabilities 8 3,672.36 3,249.97
Short-term Provisions 9 18.47 301.34
11,846.02 13,593.34
TOTAL 28,536.71 27,197.00
ASSETS
Non-Current Assets
Fixed Assets
Tangible Assets 10 13,187.65 13,220.75
Intangible Assets 10 73.46 90.05
Capital Work-in-Progress 10 779.96 27.34
Non-Current Investments 11 26.63 25.88
Long Term Loans and Advances 12 361.31 309.13
14,429.00 13,673.15
Current Assets
Inventories 13 5,821.67 5,248.98
Trade Receivables 14 6,906.91 6,431.78
Cash and Bank Balances 15 251.22 385.60
Short-term Loans and Advances 16 487.71 1,186.33
Other Current Assets 17 640.20 271.16
14,107.71 13,523.85
TOTAL 28,536.71 27,197.00

Significant Accounting Policies 1


Other notes to the Financial Statements 2-39
The accompanying Notes form integral part of the financial statements.
As per our Report of even date attached
For and on behalf of the Board of Directors
For Agarwal Sanganeria & Co. Ginza Industries Limited
Chartered Accountants
Firm Registration No 317224E

Pawan Kr. Agarwal Ashok Kumar Sethia Laxmipat Banthia


Partner Chairman & Managing Director Whole time Director
M.No-053496 DIN:01283310 DIN:02464903

Mumbai
24th July 2015

71
ANNUAL REPORT 2014 - 2015

Consolidated Profit And Loss For The Year Ended 31st March, 2015
(Rs in lacs)

Particulars Notes 2014-2015 2013-2014

Revenue
Revenue from Operations 18 36,814.85 29,660.37
Other Income 19 86.47 58.01
Total 36,901.32 29,718.38

Expenses
Cost of Raw Material Consumed 20 18,229.55 14,507.89
Changes in Inventory of Finished Goods,
Work-in-progress & Stock in Trade 21 (221.34) (0.52)
Employee Benefits 22 6,892.57 5,013.12
Other Expenses 23 6,550.95 5,360.16
Total 31,451.73 24,880.65

Earning Before Finance Cost,Tax and Depreciation 5,449.59 4,837.72


Finance Cost 24 1,910.25 1,922.14
Depreciation and amortization expenses 10 2,188.81 1,414.76
Profit before Exceptional items and Tax 1,350.53 1,500.82
Exceptional Items 25 - 0.01
Profit before Tax 1,350.53 1,500.81

Tax Expenses
Current Tax Provision 28 328.76 464.67
MAT Credit Entitlement 13.74 3.33
Deferred Tax Provision 8.94 76.62

Profit for the year 1,026.56 962.84


Earnings per Equity Share
Basic & Diluted 26 11.56 10.68

Significant Accounting Policies 1


Other notes to the Financial Statements 2-39
The accompanying Notes form integral part of the financial statements.
As per our Report of even date attached
For Agarwal Sanganeria & Co. For and on behalf of the Board of Directors
Chartered Accountants Ginza Industries Limited
Firm Registration No 317224E

Pawan Kr. Agarwal Ashok Kumar Sethia Laxmipat Banthia


Partner Chairman & Managing Whole time
M.No-053496 Director Director
DIN:01283310 DIN:02464903
Mumbai
24th July 2015

72
GINZA INDUSTRIES LIMITED

Consolidated Cash Flow Statement for the year ended 31st March 2015
Rs. in Lacs
PARTICULARS 2014-15 2014-15 2013-14 2013-14

A. CASH FLOW FROM OPERATING ACTIVITIES :


Net prot before tax 1,350.53 1,500.81
Add : Adjustment for : -
Depreciation 2,188.80 1,414.76
Adjustment (30.95) -
Interest Paid 1,885.24 1,815.68

Operating Prot/ Loss before Working Capital Changes 5,393.62 4,731.25


Add : Adjustment for : -
Trade and Other Receivables (429.60) (1,617.20)
Inventories (572.69) (245.63)
Loans and Advances (839.91) 34.85
Trade Payables 562.36 (1,279.84) 607.49 (1,220.49)
Cash Generated from Operations 4,113.79 3,510.76
Income Tax Paid 596.28 265.82
Net Cash Flow from Operating Activities : 3,517.51 3,244.94

B) CASH FLOW FROM INVESTING ACTIVITIES :


Purchase of Fixed Assets (Net) (4,135.12) (1,274.68)
Sale of Fixed Assets 65.68 27.62
Investment Made (45.75) (264.75)
Adjustment - -
Net Cash Flow from Investing Activities (4,115.19) (1,511.81)

C) CASH FLOW FROM FINANCING ACTIVITIES :


Equity Share Capital - 225.00
Share Premium - -
Long Term Borrowings (Net) 4,422.35 221.38
Short Term Borrowings (Net) (2,073.81) (353.96)
Interest Paid (1,885.24) (1,815.69)
Net Cash Flow from Financing Activities 463.30 (1,723.27)

Net Increase/ Decrease in Cash and Cash Equivalents (A+B+C) (134.39) 9.86
Cash and Cash Equivalent (Opening Balance) 385.60 375.75
Cash and Cash Equivalent (Closing Balance) 251.22 385.60

As per our Report of even date attached herewith


For and on behalf of the Board of Directors
For Agarwal Sanganeria & Co. Ginza Industries Limited
Chartered Accountants
Firm Registration No 317224E
Ashok Kumar Sethia Laxmipat Banthia
Pawan Kr. Agarwal Chairman & Managing Director Whole Executive Director
Partner (DIN 01283310) (DIN 02464903)
M.No-053496

Mumbai
24th July 2015

73
ANNUAL REPORT 2014 - 2015

1 Notes forming part of the financial statements for the year ended 31st March
2015
Statement of Significant Accounting Policies & Practices on Consolidated Accounts

1.1 Basis of accounting and preparation of consolidated financial statements


The financial statements of the Company have been prepared in accordance with the Generally Accepted
Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under the
Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013.

The consolidated financial statements comprises of the financial statements of the Group. The consolidated
financial statements are prepared in accordance with Accounting Standard 21 on “Consolidated Financial
Statements”, Accounting Standard 23 on “Accounting for Associates in Consolidated Financial Statements” as
required under Companies Act, 2013. The consolidated financial statements are prepared on the following basis:

Investment in Subsidiaries
The financial statements of the Holding Company and its subsidiary companies have been combined on a line by
line basis by adding together like items of assets, liabilities, income and expenses. The intragroup balances,
intra-group transactions and unrealised profits or losses thereon have been fully eliminated.

The financial statements of the subsidiaries used in the consolidation are drawn up to the same reporting date as
that of the Holding Company.

The value of the consideration given over / below the net value of the identifiable assets acquired in the
subsidiary companies are recognised as goodwill / capital reserve. Goodwill on consolidation disclosed under
fixed assets is not amortised but is, however, tested for impairment.

The two 100% subsidiaries considered in the consolidated financial statements are:
1. Ginza Lifestyles Limited
2. Sunsilk Dyeing & Printing Mills Private Limited

1.2 Principle of Consolidation

The consolidated financial statements relate to Ginza Industries Limited (the Company) and its subsidiary
companies. The consolidated financial statements have been prepared on the following basis.

a) The financial statement of the company and its subsidiary companies are combined on line- by- line basis
by adding together the book value of assets, liabilities, income & expenses after fully eliminating intra-
group transaction accordance with Accounting Standard (AS)-21-” Consolidated Financial Statements”.

b) The difference between the proceeds from disposal of investment in subsidiaries and the carrying
amount of its assets less liabilities as of the date of disposal is recognised in the consolidated Profit and
Loss Statement being the profit or loss on disposal of investment in subsidiary.

c) As far as possible, the consolidated financial statements are prepared using uniform accounting policies
for like transactions and other events in similar circumstances and are presented in the same manner as
the Company’s separate financial statements.

1.3 Investments other than in subsidiaries and associates have been accounted as per Accounting Standard (AS) 13
on “Accounting for Investments”.

1.4 Other significant accounting policies


These are set out under “Significant Accounting Policies” as given in the Company’s separate financial statements

74
GINZA INDUSTRIES LIMITED

2. SHARE CAPITAL

Particulars 31st March, 2015 31st March, 2014


(Rs in lacs) (Rs in lacs)
Authorised
2,00,00,000 Equity Shares of Rs.10/- each 2000.00 2000.00
(Previous year 2,00,00,000 Equity Shares of Rs 10/- each )
Issued, Subscribed and Fully Paid up :
88,83,106 Equity Shares of Rs.10/- each 888.31 888.31
(Previous year 88,83,106 Equity Shares of Rs 10/- each)

Reconciliation of shares outstanding at the beginning and at the end of the reporting period
31st March, 2015 31st March, 2014
No. of Shares Amount No. of Shares Amount
(Rs in lacs) (Rs in lacs)

At the beginning of the period 8,883,106 888.31 8,883,106 888.31


Add : Shares issued during the year - - - -
Less: Shares bought back during the year - - - -
Add : Other movements during the year - - - -
Outstanding at the end of the period 8,883,106 888.31 8,883,106 888.31

Terms/Rights attached to Equity Shares

The Company has only one class of Equity Shares having par value of Rs.10/- per share. Each holder of Equity Share
is entitled to one vote per Share

For the year ended 31 March 2015, the amount of dividend per share recognised as distributions to Equity
Shareholders is Rs.Nil (Previous Year : Rs. Nil)

In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive the realised value of
the assets of the Company, remaining after payment of all preferential dues. The distribution will be in proportion to
the number of Equity Shares held by the Shareholders.

Particulars of Shares held by Holding Company 31st March, 2015 31st March, 2014
Name of the Company No of Shares No of Shares

Twistex India Limited 5,176,956 5,176,956

Details of Shareholders holding more than 5% Equity Shares in the Company


Name of Shareholders 31st March, 2015 31st March, 2014

No. of Shares % of holding No. of Shares % of holding


in the class in the class
Twistex India Limited 5,176,956 58.28% 5,176,956 58.28%
Ashok Kumar Sethia 1,326,900 14.94% 1,284,400 14.46%
Rita Sethia 1,164,800 13.11% 1,164,800 13.11%

Particulars 31st March, 2015 31st March, 2014


(Rs in lacs) (Rs in lacs)
Aggregate number of shares issued for consideration other than cash, NIL NIL
bonus shares issued and shares bought back during the period of 5
years immediately preceding the reporting date.

75
ANNUAL REPORT 2014 - 2015

Particulars 31st March, 2015 31st March, 2014


(Rs in lacs) (Rs in lacs)
3. RESERVES AND SURPLUS
Securities Premium Account
Balance at the beginning of the year 390.05 390.05
Add: Securities premium credited on share issue during the year - -
Less: Premium utilised for various reasons - -
Closing Balance 390.05 390.05
General Reserve
Balance at the beginning of the year 500.00 500.00
Add: current year transfer - -
Closing Balance 500.00 500.00
Surplus Balance in the Statement of Profit and Loss
Balance in the statement of Profit & Loss as at the beginning of the year 5,987.20 5,485.37
Less: Deferred tax liability short created of earlier years being adjusted - 435.74
Less: Transitional effects on revision of Depreciation on useful life
of assets in accordance with Schedule II (Net of Deferred Tax
aggregating to Rs 770.10 lacs) (See Note 33). 770.10 -
Less: Amount transferred from Sundries (30.96) (25.27)
Less: Minority Interest - 5.62
Add: Net Profit for the current year 1,026.71 962.85
Closing Balance 6,212.85 5,981.58
Total Reserves and Surplus 7,102.90 6,871.63

4. LONG TERM BORROWINGS


Secured
Term Loan
From Banks 6,125.45 2,441.62
Others 926.22 749.49
Total 7,051.67 3,191.11
Unsecured
Others 756.93 1,312.47
Total 756.93 1,312.47
Total 7,808.60 4,503.59

Nature of Securities and terms of repayment for long term secured Borrowings

Nature of Security Terms of Repayments

Term loan from UBI amounting to Rs 952.22 lacs (31st Rs 10.00 lacs monthly installments payable in 23
March 2014 :Rs 868.47 lacs) is secured by way of first pari months.
passu charge over the company's entire fixed assets Rs. 11.11 lacs monthly installments payable in 65
(except specified assets) both present & future, on months
paripassu basis and second charge on all current assets of
the company both present & future.

Term loan from BOI amounting to Rs 364.60 lacs (31st Rs 10.80 lacs monthly installment payable in 05
March 2014: Rs 796.81 lacs) is secured by way of first pari months & Rs 10.24/- in last installment
passu charge over the company's entire fixed assets Rs 15.83 lacs monthly installment payable in 18
(except specified assets) both present & future, on months & Rs 15.43/- in last installment
paripassu basis and second charge on all current assets of
the company both present & future.

Term loan from ALB amounting to Rs 417.06 lacs (31st Rs.16.67 lacs monthly installment repayable in 25
March 2014: Rs 617.01 lacs) is secured by way of first pari months.
passu charge over the company's entire fixed assets
(except specified assets) both present & future, on
paripassu basis and second charge on all current assets of
the company both present & future.

76
GINZA INDUSTRIES LIMITED

Term loan from Vijaya Bank amounting to Rs 1059.48 lacs Rs.22.66 lacs monthly installment including interest
(31st March 2014: 647.53 lacs) is secured by way of first repayable in 68 months.
pari passu charge over the company's entire fixed assets
(except specified assets) both present & future, on
paripassu basis and second charge on all current assets of
the company both present & future.

Term loan from CBI amounting to Rs 1440.64 lacs (31st Rs.53.35 lacs quarterly installment repayable in 27
March 2014: 299.35 lacs) is secured by way of first pari quarters.
passu charge over the company's entire fixed assets (except
specified assets) both present & future, on paripassu basis
and second charge on all current assets of the company both
present & future.

Term loan from SIDBI amounting to Rs 678.00 lacs (31st Rs10.00 lacs monthly installment repayable in 75
March 2014: NIL) is secured by way of exclusive charge on months and last installment for Rs 5.00 lacs.
land at Palghar and residual charge on all moveable assets.
(Rs 77.00 lacs is yet to be disbursed)

Term loan from Tata Capital amounting to Rs 1000.00 lacs Rs 52.63 lacs quaterly installment repayable in 18
(31st March 2014: NIL) is secured by way of first pari passu quarters and last installment of Rs 52.64 lacs.
charge over the company's entire fixed assets (except
specified assets) both present & future, on paripassu basis
and second charge on all current assets of the company
both present & future.

Term loan from RBL amounting to Rs 1000.00 (31st March Rs 62.50 lacs quaterly installment repayable in 16
2014: NIL) is secured by way of first pari passu charge over quarters.
the company's entire fixed assets (except specified assets)
both present & future, on paripassu basis and second
charge on all current assets of the company both present &
future.

Equipment Loan amounting to Rs 5.97 lacs (31st March Repayable in 8 Equated Monthly Installments
2014: Rs 14.05 lacs) is secured by way of specified assets of including interest.
the Company.

Vehicle Loan amounting to Rs 7.69 lacs (31st March 2014 : Repayable in 6 Equated Monthly Installments
Rs 21.95 lacs) is secured by way of vehicle financed including interest.

Vehicle Loan amounting to Rs 6.08 lacs (31st March 2014 Repayable in 18 Equated Monthly Installments
: Rs Nil) is secured by way of vehicle financed including interest.
Vehicle Loan amounting to Rs 3.05 lacs (31st March 2014 : Repayable in 20 Equated Monthly Installments
Rs 4.68 lacs) is secured by way of vehicle financed including interest.

Vehicle Loan amounting to Rs 1.90 lacs (31st March 2014 : Repayable in 20 Equated Monthly Installments
Rs 2.90 lacs) is secured by way of vehicle financed including interest.

Vehicle Loan amounting to Rs 2.75 lacs (31st March 2014 : Repayable in 20 Equated Monthly Installments
Rs 4.20 lacs) is secured by way of vehicle financed including interest.

Vehicle Loan amounting to Rs 0.58 lacs (31st March 2014 : Repayable in 7 Equated Monthly Installments including
1.75 lacs) is secured by way of vehicle financed interest.

Vehicle Loan amounting to Rs 1.27 lacs (31st March 2014 Repayable in 12 Equated Monthly Installments
:2.44 lacs) is secured by way of vehicles financed including interest.
Vehicle Loan amounting to Rs 11.31 lacs (31st March 2014 : Repayable in 18 Equated Monthly Installments
Rs 17.95 lacs ) is secured by way of vehicles financed including interest.

Vehicle Loan amounting to Rs 11.31 lacs (31st March 2014 : Repayable in 18 Equated Monthly Installments
Rs 17.95 lacs ) is secured by way of vehicles financed including interest.

Vehicle Loan amounting to Rs 2.38 lacs (31st March 2014 : Repayable in 10 Equated Monthly Installments
4.98 lacs) is secured by way of vehicles financed including interest.

77
ANNUAL REPORT 2014 - 2015

Vehicle Loan amounting to Rs 2.77 lacs (31st March Repayable in 14 Equated Monthly Installments
2014 : Rs 4.89 lacs) is secured by way of vehicles financed including interest.

Vehicle Loan amounting to Rs 4.75 lacs (31st March Repayable in 14 Equated Monthly Installments
2014 : Rs 8.38 lacs) is secured by way of vehicles financed including interest.

Vehicle Loan amounting to Rs 6.95 lacs (31st March 2014 : Repayable in 17 Equated Monthly Installments
Rs 11.32 lacs) is secured by way of vehicles financed including interest.

Vehicle Loan amounting to Rs 2.39 lacs (31st March Repayable in 27 Equated Monthly Installments
2014 : Rs NIL) is secured by way of vehicles financed including interest.

Vehicle Loan amounting to Rs 29.89 lacs (31st March Repayable in 33 Equated Monthly Installments
2014 : Rs NIL) is secured by way of vehicles financed including interest.

Vehicle Loan amounting to Rs 6.07 lacs (31st March Repayable in 32 Equated Monthly Installments
2014 : Rs NIL) is secured by way of vehicles financed including interest.

Vehicle Loan amounting to Rs 9.21 lacs (31st March Repayable in 25 Equated Monthly Installments
2014 : Rs NIL) is secured by way of vehicles financed including interest.

Vehicle Loan amounting to Rs 14.54 lacs (31st March Repayable in 33 Equated Monthly Installments
2014 : Rs NIL) is secured by way of vehicles financed including interest.

Vehicle Loan amounting to Rs 5.03 lacs (31st March Repayable in 32 Equated Monthly Installments
2014 : Rs NIL) is secured by way of vehicles financed including interest.

Vehicle Loan amounting to Rs 8.03 lacs (31st March Repayable in 32 Equated Monthly Installments
2014 : Rs NIL) is secured by way of vehicles financed including interest.

Vehicle Loan amounting to Rs 5.64 lacs (31st March Repayable in 33 Equated Monthly Installments
2014 : Rs NIL) is secured by way of vehicles financed including interest.

Vehicle Loan amounting to Rs 24.19 lacs (31st March Repayable in 35 Equated Monthly Installments
2014 : Rs NIL) is secured by way of vehicles financed including interest.

Vehicle Loan amounting to Rs 4.28 lacs (31st March Repayable in 33 Equated Monthly Installments
2014 : Rs NIL) is secured by way of vehicles financed including interest.
Vehicle Loan amounting to Rs 4.28 lacs (31st March Repayable in 33 Equated Monthly Installments
2014 : Rs NIL) is secured by way of vehicles financed including interest.

Vehicle Loan amounting to Rs 4.28 lacs (31st March Repayable in 33 Equated Monthly Installments
2014 : Rs NIL) is secured by way of vehicles financed including interest.
Equipment Loan amounting to Rs 20.92 lacs (31st Repayable in 33 Equated Monthly Installments
March 2014: Rs 14.06 lacs) is secured by way of specified including interest.
assets of the Company
Property Loan from Aditya Birla Finance Ltd amounting to Repayable in 86 Equated Monthly Installments
Rs 710.85 lacs (31st March 2014 : 764.99 lacs) is Repayable in 89 Equated Monthly Installments
secured by way of Property financed
Property Loan from Aditya Birla Finance Ltd amounting to
Rs 260.00 lacs (31st March 2014 :764.99 lacs) is secured
by way of Property financed

(All the above Term Loans are guaranteed by Mr. Ashok


Kumar Sethia, Mr. Arvind Kumar Sethia, Mr. Manoj Kumar
Sethia & Mr. Laxmipat Banthia i.e. Directors of the
company)

Unsecured Loan
Others-Intercorporate Loan amounting to Rs 756.92 Repayable in 1-3 years
(31st March 2014: Rs 892.31 lacs)

78
GINZA INDUSTRIES LIMITED

Nature of Securities and terms of repayment for long term secured Borrowings of Sunsilk Dyeing & Printing
Mills Private Limited

Term loan from The Cosmos Co-Op Bank Ltd amounting Rs.15.00 lacs monthly installment repayable in 36
to Rs 361.24 (31st March 2014: NIL) is secured by way of months.
simple mortgage over factory land & building situated at
Plot No. B-1 & B-2, Gujarat Eco Textile Park, Block No. 286,
287 paiki & 482 paiki, Near Palsana crossing, NH-8, village:
Baleshwar, Taluka: Palsana, Dist : Surat in the name of
Sunsilk Dyeing & Printing Mills Pvt Ltd and hypothecation of
existing Plant & Machinery

Term loan from The Cosmos Co-Op Bank Ltd amounting Rs.4.16 lacs monthly installment repayable in 69
to Rs 137.46 (31st March 2014: NIL) is secured by way of months.
simple mortgage over factory land & building situated at
Plot No. B-1 & B-2, Gujarat Eco Textile Park, Block No. 286,
287 paiki & 482 paiki, Near Palsana crossing, NH-8, village:
Baleshwar, Taluka: Palsana, Dist : Surat in the name of
Sunsilk Dyeing & Printing Mills Pvt Ltd and hypothecation of
Plant & Machinery to be purchased / imported.

Term loan from The Cosmos Co-Op Bank Ltd amounting to Rs.2.01 lacs monthly installment repayable in 69
Rs 92.98 (31st March 2014: NIL) is secured by way of months.
simple mortgage over factory land & building situated at
Plot No. B-1 & B-2, Gujarat Eco Textile Park, Block No. 286,
287 paiki & 482 paiki, Near Palsana crossing, NH-8, village:
Baleshwar, Taluka: Palsana, Dist : Surat in the name of
Sunsilk Dyeing & Printing Mills Pvt Ltd and hypothecation of
Plant & Machinery to be purchased / imported.

Term loan from The Cosmos Co-Op Bank Ltd amounting Rs.5.25 lacs monthly installment repayable in 69
to Rs 68.01 (31st March 2014: NIL) is secured by way of months.
simple mortgage over factory land & building situated at
Plot No. B-1 & B-2, Gujarat Eco Textile Park, Block No. 286,
287 paiki & 482 paiki, Near Palsana crossing, NH-8, village:
Baleshwar, Taluka: Palsana, Dist : Surat in the name of
Sunsilk Dyeing & Printing Mills Pvt Ltd and hypothecation of
Plant & Machinery to be purchased / imported.

Term loan from The Cosmos Co-Op Bank Ltd amounting to Rs.6.35 lacs monthly installment repayable in 60
Rs 277.72 (31st March 2014: NIL) is secured by way of months.
simple mortgage over factory land & building situated at
Plot No. B-1 & B-2, Gujarat Eco Textile Park, Block No. 286,
287 paiki & 482 paiki, Near Palsana crossing, NH-8, village:
Baleshwar, Taluka: Palsana, Dist : Surat in the name of
Sunsilk Dyeing & Printing Mills Pvt Ltd and charge on all
Fixed Assets.

Vehicle Loan amounting to Rs 15.68 lacs (31st March Repayable in 35 Equated Monthly Installments
2014 : Rs NIL) is secured by way of vehicles financed including interest.

(All the above Term Loans are guaranteed by Mr. Ashok


Kumar Sethia, Mr. Arvind Kumar Sethia, Mr. Manoj Kumar
Sethia & Mr. Suresh Kumar Baid i.e. Directors of the
company)

79
ANNUAL REPORT 2014 - 2015

31st March, 2015 31st March, 2014


(Rs in lacs) (Rs in lacs)
5. DEFERRED TAX LIABILITY/ ASSETS (NET)
Particulars

Deferred Tax Liability (Net)


Related to Fixed Assets 890.88 1,289.51
Net Deferred Tax Liability 890.88 1,289.51

6. SHORT TERM BORROWINGS


Secured Loans
Loans Repayable on Demand from Banks
Cash Credit 4,940.45 7,014.27
Total 4,940.45 7,014.27

Nature of Securities and terms of repayment for Short term secured Borrowings

Nature of Security Terms of Repayments

Working Capital Borrowings from Banks classified as “Loan repayable on On demand


Demand from Banks” amounting to Rs. 4640.49 lacs ( 31st March 2014: Rs.
6714.30 lacs is secured by way of first charge over Company’s entire stock of
RM, WIP,FG, Book Debts and other specified current assets both present &
future on Pari Passu basis and second charge on all fixed and movable assets
(except specifed assets) of the Company, both present & future)

(All the above Short Term Borrowings are guaranteed by Mr. Ashok Kumar
Sethia, Mr. Arvind Kumar Sethia, Mr. Manoj Kumar Sethia & Mr. Laxmipat
Banthia i.e. Directors of the company)

Nature of Securities and terms of repayment for Short term secured Borrowings of Sunsilk Dyeing &
Printing Mills Private Limited

Nature of Security Terms of Repayments

Working Capital Borrowings from Banks classified as “Loan repayable on


Demand from Banks” amounting to Rs. 299.96 lacs ( 31st March 2014: NIL) is On demand
secured by way of charge over all the current assets and simple mortgage over
factory land & building situated at Plot No. B-1 & B-2, Gujarat Eco Textile Park,
Block No. 286, 287 paiki & 482 paiki, Near Palsana crossing.

(All the above Term Loans are guaranteed by Mr. Ashok Kumar Sethia, Mr. Arvind
Kumar Sethia, Mr. Manoj Kumar Sethia & Mr. Suresh Kumar Baid i.e. Directors of
the company)
31st March, 2015 31st March, 2014
(Rs in lacs) (Rs in lacs)
7. TRADE PAYABLES
Particulars

Due to Micro, Small and Medium Enterprises (due for less thans 45 days)#
Creditors for Trade 2,974.29 2,678.22
Creditors under Acceptance of Letter of Credit 240.44 349.54

Total 3,214.73 3,027.76

#The Company had called for information from all its vendors, however the Company has not received information from
vendors regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006. Therefore, due
to Micro, Small and Medium Enterprises ( Due for Less than 45 days) has been shown as Nil.This has been relied upon by
the auditors.

80
GINZA INDUSTRIES LIMITED

Particulars 31st March, 2015 31st March, 2014


(Rs in lacs) (Rs in lacs)

8. OTHER CURRENT LIABILITIES


Current maturities of long term borrowings # 1,991.92 1,613.11
Interest accrued but not due 40.11 60.16
Statutory Dues 54.39 36.80
Advance received from customers 157.70 322.51
Other short term liabilities 890.35 710.85
Sundry creditors for expenses 481.12 454.52
Sundry creditors for capital goods 56.77 52.02

Total 3,672.36 3,249.97

#The current maturity of long term borrowing repayable upto 31st March 2016

9. SHORT TERM PROVISIONS


Provision for Income Tax 18.47 301.34
Total 18.47 301.34

11. NON CURRENT INVESTMENTS


Particulars 31st March, 2015 31st March, 2014
No of shares (Rs.) in Lacs No of shares (Rs.) in Lacs

Unquoted(Trade)
Investment in Others
Surat Peoples Co op Bank Limited 5,230.00 0.52 5,230 0.52
Equity Shares of Rs 10/- each
The Cosmos Bank Ltd 10,000.00 1.00 - -
Equity Shares of Rs 10/- each
Gujarat Eco Textile Park Limited 176,059.00 17.61 176,059 17.61
Equity Shares of Rs 10/- each
Saraswat Co op. Bank Limited - - 2,500 0.25
Equity Shares of Rs 10/- each
Sachin Infra Environment Limited 75,000.00 7.50 75,000 7.50
Equity Shares of Rs 10/- each

Total 266,289.00 26.63 258,789 25.88

Aggregate Book Value - Unquoted Total 266,289.00 26.63 258,789 25.88

Particulars 31st March, 2015 31st March, 2014


(Rs in lacs) (Rs in lacs)

12. LONG TERM LOANS AND ADVANCES


Unsecured, considered good unless otherwise stated
Security deposits 277.95 266.66
Balances With Bank Held as Security against Guarantees 83.36 42.47
Total 361.31 309.13

81
82
10. FIXED ASSETS (Rs. in lacs)
Gross Block Depreciation Net Block
Nature of Assets
Sale /
As at Additions Discard As at As at During the As at As at As at
during 31.03.2015 01.04.2014 Disposal
01.4.2014 during Year 31.03.2015 31.03.2015 31.03.2014
the year the year

TANGIBLE ASSETS
Land - Freehold 412.67 - - 412.67 - - - - 412.67 412.67
ANNUAL REPORT 2014 - 2015

Land -Leasehold 354.38 - - 354.38 32.25 - - 32.25 322.13 322.13


Factory Building 4,388.83 134.76 - 4,523.59 1,006.54 172.51 - 1,179.04 3,344.55 3,482.46
Non-Factory Building 1,228.52 - - 1,228.52 59.90 19.40 - 79.30 1,149.22 1,168.62
Plant & Machinery 15,850.79 2,904.83 139.64 18,615.98 10,373.36 1,622.31 113.08 11,882.60 6,733.38 6,080.31
Electric Installation 670.77 39.10 - 709.87 360.49 99.33 - 459.82 250.05 361.07
Air Conditioners 118.62 19.73 - 138.35 88.25 12.33 - 100.57 37.78 30.37
Furniture & Fixtures 599.07 30.41 46.09 583.39 214.50 74.82 7.49 281.83 301.57 389.48
Computers 196.19 25.76 - 221.95 148.47 30.15 - 178.63 43.33 50.89
Ofce Equipments 144.41 20.38 - 164.79 49.06 32.62 - 81.68 83.11 95.87
Vehicles 734.91 165.35 11.66 888.59 359.90 82.45 11.14 431.21 457.38 392.14
Residential Flats 62.84 - - 62.84 9.37 0.98 - 10.34 52.50 53.47
Total 24,762.00 3,340.31 197.38 27,904.92 12,702.10 2,146.88 131.71 14,717.28 13,187.65 12,839.48
Previous Year 23,514.77 1,314.34 67.12 24,762.00 10,178.46 1,402.28 39.50 10,761.67 13,220.75 13,336.01

Gross Block Depreciation Net Block


NATURE OF ASSETS
Sale /
As at Additions Discard As at As at During the As at As at As at
Disposal
01.4.2014 during during 31.3.2015 01.04.2014 Year 31.3.2015 31.3.2015 31.3.2014
the year the year
INTANGIBLE ASSETS
Computer Software 177.07 42.15 - 219.23 103.84 41.93 - 145.77 73.46 73.23
Total 177.07 42.15 - 219.23 103.84 41.93 - 145.77 73.46 73.23
Previous Year 121.60 55.47 - 177.07 74.55 12.48 - 87.03 90.05 47.05
GRAND TOTAL 24,939.07 3,382.46 197.38 28,124.15 12,805.95 2,188.81 131.7 14,863.04 13,261.11 12,912.71
Previous Year 23,636.37 1,369.81 67.12 24,939.07 10,253.01 1,414.76 39.50 10,848.70 13,310.80 13,383.06
GINZA INDUSTRIES LIMITED

Particulars 31st March, 2015 31st March, 2014


(Rs in lacs) (Rs in lacs)

13. INVENTORIES (Valued at lower of cost or net realizable value)


Raw-Materials 1,453.52 1,342.11
Work in progress 1,204.79 1,109.45
Finished Goods 2,788.03 2,662.02
Stores & Spares 307.18 44.98
Others 68.15 90.42

Total 5,821.67 5,248.98

14. TRADE RECEIVABLES


Trade receivables outstanding for a period exceeding six months
from the date they are due for payments
Unsecured considered good 303.48 362.07
Trade receivables outstanding for a period less than six months
from the date they are due for payments
Unsecured considered good 6,603.43 6,069.70

Total 6,906.91 6,431.78

15. CASH, CASH EQUIVALENT AND BANK BALANCES


Cash & Cash Equivalents
Cash in Hand 50.94 68.41
Balance with Banks 60.40 16.57
Term Deposits as Margin Money with Banks 139.88 300.62

Total 251.22 385.60

16. SHORT TERM LOANS & ADVANCES


Advances towards purchase & Services 261.85 1,000.50
Loans & Advances to Employees 22.46 -
Other Loans & Advances 203.39 185.83

Total 487.71 1,186.33

17. OTHER CURRENT ASSETS


Interest Subsidy Receivable 176.62 28.87
Interest Receivable 1.71 1.88
Prepaid Expenses 3.02 2.96
DEPB, Drawback & other Govt Incentives 163.12 21.83
MAT credit entitlement 129.54 115.63
Advance Income Tax 158.98 100.00
Other Current Asset 7.22 -

Total 640.20 271.16

18. REVENUE FROM OPERATIONS


Sale of Products: Domestic 28,318.61 24,027.74
Exports 5,855.02 3,422.84
Other Operating Income -
Job Work Income 2,412.09 2,202.13
Govt Incentives 118.51 -
Income against advance License 1.02 -
Duty drawback received 109.60 7.66

Total 36,814.85 29,660.37

83
ANNUAL REPORT 2014 - 2015

Particulars 31st March, 2015 31st March, 2014


(Rs in lacs) (Rs in lacs)

19. OTHER INCOME


Interest Received 32.77 34.76
Foreign Exchange Fluctuation Profit (Net) 26.26 8.49
Rent Received 6.53 9.74
Profit on sale of Fixed Asset (Net) 9.32 1.45
Sundry Balances Written back 4.59 -
Misc Income 7.00 3.58

Total 86.47 58.01

20. COST OF RAW MATERIALS CONSUMED


Inventory at the beginning of the year 1,342.11 1,122.15
Add: Purchases 18,349.50 14,736.45
Adjustment (8.53) (8.59)
Less: Inventory at the end of the year 1,453.53 1,342.11
Cost of raw materials consumed during the year
18,229.55 14,507.89

21. CHANGES IN INVENTORY OF FINISHED GOODS, WORK IN PROGRESS AND STOCK IN TRADE
Opening Stock:
Finished Goods 2,662.02 3,025.75
Work in progress 1,109.45 745.20

3,771.47 3,770.95
Closing Stock:
Finished Goods 2,788.03 2,662.02
Work in progress 1,204.79 1,109.45

3,992.81 3,771.47

Change in Inventory of Finished Goods and Work in Progress (221.34) (0.52)

22. EMPLOYEE BENEFIT EXPENSES


Salaries, Wages ,Bonus, etc 6,359.10 4,663.18
Contribution to Provident Fund and other funds 385.86 222.48
Staff Welfare Expenses 147.62 127.45

Total 6,892.57 5,013.12

84
GINZA INDUSTRIES LIMITED

Particulars 31st March, 2015 31st March, 2014


(Rs in lacs) (Rs in lacs)

23. OTHER EXPENSES


Power & Fuel 2,521.42 2,311.94
Processing, Printing & Cutting Charges 646.47 652.85
Stores & Spares 442.50 364.46
Other Manufacturing Cost 37.82 31.59
Oil & Lubricant 9.12 6.91
Postage & Courier Expenses 86.72 65.00
Printing & Stationery 48.62 35.98
Telephone & Fax Charges 33.99 25.56
Legal & Professional Charges 118.44 107.29
Rent Paid 76.35 91.42
Rates & Taxes 72.67 41.81
Repairs & Maintenance 374.37 318.72
Bank Charges 95.76 73.05
Travelling & Conveyance Expenses 137.31 100.93
Vehicle Running & Maintenance Expenses 135.04 115.79
Auditors Remuneration # 16.97 10.28
Exchange Fluctuation Loss 6.01 -
Insurance Expenses 15.26 16.26
General Exp 192.61 173.79
Sundry Balances Written off 28.29 11.05
CSR Contribution 6.50 -
Advertisement & Sales Promotion Expenses 421.07 117.99
Rebates & Discounts 437.88 254.46
Commission & Brokerage 78.24 55.11
Packing & Forwarding Expenses 318.18 270.87
Freight and Clearing & Forwarding Charges 193.36 107.07

Total 6,550.95 5,360.16

#Auditors Remuneration
Audit Fees 4.17 4.43
Tax Audit fee 0.75 0.75
Fee for Taxation 10.62 3.43
Fee for Certification 1.05 0.92
Reimbursement of Expenses 0.39 0.75

Total 16.97 10.28

COST OF STORES AND SPARES CONSUMED


Inventory at the beginning of the year - -
Add: Purchases 628.40 326.12
Less: Inventory at the end of the year 276.42 -
Cost of Stores and Spares consumed during the year 351.99 326.12

24 FINANCE COSTS
Interest Expenses
on Borrowings 1,568.53 1,616.28
on others 263.27 251.68
Other Borrowing Costs
Loan facilitation and processing charges 78.45 54.19

Total 1,910.25 1,922.14

85
ANNUAL REPORT 2014 - 2015

25 EXCEPTIONAL ITEMS

During the year the company doesn't have any exceptional item.

Particulars 31st March, 2015 31st March, 2014


(Rs in lacs) (Rs in lacs)

26 EARNING PER SHARE


Net Profit as per Statement of Profit and Loss 1,026.56 948.34
Net Profit available to Equity Share Holders 1,026.56 948.34
No. of Equity Shares at year end 88.83 88.83
Weighted average number of Equity shares used as denominator for calculating EPS 88.83 88.83
Basic and Diluted Earning per Share 11.56 10.68
Face value per Equity Share 10.00 10.00

27 The position of Contingent liability as on 31st March 2015 for:


i) There is contingent liability to the extent of Rs. 9.14 lacs.The Company had imported machinery on
subsidized rate of duty under Export Promotion Capital Goods Scheme (EPCG). Accordingly the Company is
under an obligation to export to the extent of Rs.54.87 lacs, i.e. six times of the duty saved of Rs. 9.14 lacs, in
six years from the date of issue of authorization. The Company has made export for the value of nil till 31st
March, 2015. If the Company is unable to fulfill the full export obligation within the stipulated period, it would
be liable to pay proportionate duty saved along with interest at the rate of 18% p.a.

ii) Outstanding Bank Guarantees Rs. 32.31 Lacs


iii) Gratuity provision has not been created in the books of accounts (refer point no. 35) of the company thus
the liability for the same remain unaccounted for.

28 PROVISION FOR INCOME TAX :


Provision for Income Tax of Rs.328.76 Lacs (previous year Rs.464.67 Lacs) for current year has been has been
computed on the basis of MAT under Section 115JB (Previous year under Normal Tax Provision) of the Income Tax
Act, 1961.

29 The company operates in a single major segment of manufacturing of Textiles and readymade garments. The
Company does not fall under any of the criteria laid down under AS –17 and hence segment reporting is not
applicable.

30 In the opinion of management, value on realization of current assets, loans & advances in the ordinary course of
business will be at least equal to the amount at which they have been stated in the financial statements.
31. RELATED PARTY DISCLOSURE:-
(I) List of Related “Party & Relationship Disclosures” for the year ended 31st March 2015, are
given below (as identified by Management)
1) Key Management Personnel and Their Relative.
Mr. Ashok Kumar Sethia Chairman & Managing Director
Mr. Arvind Kumar Sethia Joint Managing Director
Mr. Manoj Kumar Sethia Joint Managing Director
Mr. Laxmipat Banthia Whole-time Director
Mr Amolak Chand Sethia Relative of Director
Mrs. Kiran Devi Sethia Relative of Director
Mrs.Rita Sethia Relative of Director
Mr Amrit Sethia Relative of Director
Mr Rohit Sethia Relative of Director
Ms. Meha Sethia Relative of Director
Ms Komal Sethia Relative of Director
Mrs. Karuna Sethia Relative of Director
Mrs. Ritu Banthia Relative of Director
Mr Rakesh Banthia Relative of Director
Mr Suresh Kumar Baid Director of Sunsilk Dyeing & Printing Mills Pvt Ltd
2 Organisation where Key Management personnel & their Relatives have significant Influence.
Twistex India Limited - Holding Company
Sunsilk Dyeing & Printing Mills Private Limited - Wholly Owned Subsidiary Company
Ginza Lifestyles Limited- Wholly Owned Subsidiary Company

86
GINZA INDUSTRIES LIMITED

(II) List of Related “Party & Relationship Disclosures” are given below (as identified by Management)
(Rs. in lacs)
Holding Subsidiaries Joint Relatives Total
Company Venture of Key
Company Management
Personnel
Loans and Advances
Loans Taken
Balance as at 1st April 167.99
Previous Year 249.30
Taken during the year 9.14
Previous Year 48.40
Paid during the year (118.39)
Previous Year (129.71)
Balance as at 31st March 58.74
Previous Year 167.99
Loan Granted
Balance as at 1st April
Previous Year
Granted during the year
Previous Year
Received during the year
Previous Year
Balance as at 31st March
Previous Year
Investment
Balance as at 1st April
Previous Year
Investment redeemed during the year
Previous Year
Received during the year
Previous Year
Balance as at 31st March
Previous Year
Sundry Creditors
Balance as at 31st March
Previous Year 1.23
Sundry Debtors -
Balance as at 31st March
Previous Year
Sales 35.57
Sales of Goods/Job Charges -
Previous Year
Expenditure
Purchase of Goods/Job Charges 0.28
Previous Year -
Remuneration 189.70 48.84
Previous Year 146.00 36.75
Interest Paid 10.15
Previous Year 22.56
Note:- 1) Related party relationship is as identified by the Company and relied upon by the Auditors

87
ANNUAL REPORT 2014 - 2015

(III) Out of the above items, transaction in excess of 10% of the total related party transactions are as
under:
(Amount Rs. In lacs)
Sr. Transaction Current Previous
No. Year Year
a Loans & Advances
Received /Adjusted during the year (net)
1. Twistex India Limited 109.25) (129.71)
- -
b Granted during the year

c Investment
- -
d Expenditure

Sales
Kamal Exports 0.02 -
Abhay Industries 1.18 -
Vineet Enterprises 34.37

Remuneration:-
1. Mr. Ashok Kumar Sethia 52.97 47.00
2. Mr. Arvind Kumar Sethia 44.57 36.00
3. Mr. Manoj Kumar Sethia 44.57 36.00
4. Mr. Laxmipat Banthia 33.00 27.00
5. Mr. Divyesh Shah 14.58 -
6. Mrs. Rita Sethia 14.51 12.00
7. Mr. Amrit Sethia 11.65 7.00
8. Mr. Rohit Sethia 11.65 7.00
9. Ms. Meha Sethia 4.03 3.75
10. Mr. Rakesh Banthia 7.00 7.00
11. Mr. Suresh Kumar Baid 4.80 3.60

Rent Received - 3.60

Interest Paid 10.15 2.26

32 Impairment of Assets :

In accordance with the Accounting Standard (AS-28) on “Impairment of Assets” issued by the Institute of
Chartered Accountants of India, during the year the company has reassessed value in use of its fixed asset and is of
view that no provision for impairment is necessary.

33 The company has reassessed the useful life of assets for the purpose of determination of depreciation in the
manner prescribed under the Schedule II of the Companies Act,2013. Consequently: Where the revised useful life
of assets has expired at the beginning of the year,the carrying value of such assets net of the effect of deferred tax
Rs. 4.07.56 lacs aggregating to Rs. 770.10 lacs is adjusted against the opening balance of retained earning as a
transitional adjustment as per Schedule II.

34 The Company makes regular contribution to defined contribution schemes such as provident fund and other funds
and contributions amounting to Rs.382.81 Lacs (P.Y Rs. 220.00 Lacs) have been charged to Profit & Loss account.

35 The Company has not done actuarial valuation of Gratuity Liability; hence no provision has been made, the same
has been charged on Cash basis.

36 VALUE OF IMPORTS (INCLUDING IN TRANSIT) CALCULATED ON C.I.F BASIS IN RESPECT OF


Particulars 31st March, 2015 31st March, 2014
(Rs.) in Lacs (Rs.) in Lacs
(i) Raw Materials 2,492.65 2,684.61
(ii) Stores and Spares Parts 259.74 105.50
(iii) Capital Goods 2,710.98 379.27

88
GINZA INDUSTRIES LIMITED

37. EXPENDITURE IN FOREGN CURRENCY (ON CASH BASIS EXCLUDING SERVICE TAX & EDUCATION CESS)
Travelling 41.03 33.26

38. EARNINGS IN FOREIGN EXCHANGE


FOB Value of Exports 5,855.02 3,422.84

39. Previous year’s figures have been regrouped / rearranged, wherever considered necessary.

As per our Report of even date attached

For Agarwal Sanganeria & Co. For and on behalf of the Board of Directors
Chartered Accountants Ginza Industries Limited
Firm Registration No 317224E

Ashok Kumar Sethia Laxmipat Banthia


Pawan Kr. Agarwal Chairman & Managing Director Wholetime Director
M.No-053496 DIN:01283310 DIN:02464903

Mumbai
24th July 2015

89
ANNUAL REPORT 2014 - 2015

Form No. MGT 11


Proxy form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
GINZA INDUSTRIES LIMITED
CIN- U17297WB1986PLC040991
Regd Office: 11, Clive Row, 4th Floor, R. No. 1A/A, Kolkata – 700 001
Email: ginza@vsnl.com; Website: www.ginzalimited.com
Name of the Member (s) :

Registered address:

E-mail Id :

Folio No/Client ID:

DP ID:

I/We being the member (s) of …………. shares of the above named Company, hereby appoint

Sr. no Name Address E-mail Id Signature


1
2
3
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual general meeting of the
company, to be held on the Friday, August 28, 2015 at 3.00 p. m at the Registered Office of the Company situated at 11,
Clive Row, 4th Floor, Room No 1A/A, Kolkata, West Bengal – 700001 and at any adjournment thereof in respect of such
resolutions as are indicated below :

Resolution For Against

Ordinary Business

1 Adoption of Balance Sheet, Statement of Profit & Loss, Report of the Board of
Directors and Auditors for the financial year ended March 31, 2015

2. Re-appointment of Mr. Manoj Kumar Sethia, Jt. Managing Director who retires by
rotation

3. Re- appointment of M/s. Agarwal Sanganeria & Co, Chartered Accountants as


Statutory Auditors and fixing their remuneration

Special Business

4. Re-appointment of M/s. NKJ & Associates; Practicing Cost Auditor as Auditor of the
Company for F.Y. 2015-16.

5. Consent for keeping area of jurisdiction of its wholly owned subsidiary M/s Sunsilk
Dyeing & Printing Mills Private Limited in the State of Gujarat for matters pertaining
to loan availed form Cosmos Co- operative Bank Limited.

6. Alteration in Articles of Association of the Company

7. Approval of allotment of Share Warrants on private placement basis

Signed this…… day of……… 2015


Affix
Signature of shareholder
Revenue
Stamp
Signature of Proxy holder(s)

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of
the Company, not less than 48 hours before the commencement of the Meeting
GINZA INDUSTRIES LIMITED

GINZA INDUSTRIES LIMITED


CIN- U17297WB1986PLC040991
Regd Office: 11, Clive Row, 4th Floor, R. No. 1A/A, Kolkata – 700 001
Corporate Office: A-501/502, Lotus Corporate Park, Jay Coach Lane,
Off Western Express Highway, Goregaon East, Mumbai - 400 063
Tel: 022- 40659600 Fax: 91-22-40659650 Email: ginza@vsnl.com Website: www.ginzalimited.com

Attendance Slip

Registered Folio / DP ID & Client ID

Name

Address of Shareholder

No. of Shares held

I/We hereby record my/our presence at the Annual General Meeting of the Company at its Registered Office at 11, Clive
Row, 4th Floor, Room No 1A/A, Kolkata, West Bengal – 700001 on Friday, the 28th day of July, 2015 at 3.00 p.m.

Signature of Shareholder / Proxy Present……………….................................…………………………………………..

Note: 1. You are requested to sign and hand this over at the entrance.
2. If you are attending the meeting in person or by proxy please bring copy of notice and annual report for reference
at the meeting
INDUSTRIES LTD

CORPORATE OFFICE:

A-501, 502 Lotus Corporate Park,

Off Western Express Highway Goregaon (East), Mumbai, 400063 India

Telephone No.: +91 (22) 40659600 Fax: 91-22-40659650

Website: www.ginzalimited.com