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1

Annual Report 2015-2016GARDEN SILK MILLS LIMITED

CORPORATE INFORMATION

BOARD OF DIRECTORSPraful A. ShahChairman & Managing DirectorAlok P. ShahJoint Managing Director & CFOSanjay S. Shah

Suhail P. Shah

Arunchandra N. Jariwala

Company Secretary

REGISTERED OFFICE1st Floor, Tulsi Krupa Arcade, Near Aai Mata Chowk,Puna-Kumbharia Road, Dumbhal,Surat 395010.Tel: (0261) 2311197, 2311615.Fax: (0261) 2311029.

CIN: L17111GJ1979PLC003463

CORPORATE OFFICEManek Mahal, 90, Veer Nariman Road,Churchgate, Mumbai 400 020Tel: (022) 2287 3117-19Fax: (022) 2204 8112

STATUTORY AUDITORS

Chartered Accountants, Surat

COST AUDITORSManubhai & AssociatesCost Accountants, Surat

(i) Vareli Complex, Village Vareli Taluka Palsana, Dist. Surat 394 327 Tel: (02622) 271241-47

(ii) Village Jolwa, Taluka Palsana, Dist. Surat 394 305 Tel: (02622) 271287-89

BANKERSBank of BarodaAllahabad BankState Bank of IndiaBank of India

Union Bank of IndiaIDBI Bank Limited

Export Import Bank of India

Indian BankICICI Bank Ltd.

REGISTRARS & SHARE TRANSFER AGENTS

Gachibowli, Financial District, Nanakramguda,Hyderabad 500032.State: Telangana, India.Tel: 040 6716 2222,Fax: 040 2300 1153

CONTENTS PAGE NO. .......................................... 02

Directors’ Report and MDA ..................................................... 31 ........................................... 63

Independent Auditors’ Report (Standalone) ........................... 79Balance Sheet (Standalone)..................................................... 86

.............................. 87Cash Flow Statement (Standalone) ......................................... 88Notes forming part of the Accounts (Standalone)................... 89Consolidated Financial Statements ......................................... 118

Annual Report 2015-2016

2

GARDEN SILK MILLS LIMITED

held on Puna-Kumbharia Road, Dumbhal, Surat 395010, to transact the following businesses:-

(a) the Audited Financial Statement of the Company for the year ended 31st March, 2016, together with the Reports of the Board of Directors and Auditors thereon; and

(b) The Audited Consolidated Financial Statement of the Company for the year ended 31st March, 2016, together with the Report of Auditors thereon.

Ordinary

Company and the Auditors.”

Ordinary

NOTICE

3


necessary, consent of the members of the Company be and is hereby accorded to re-appointment and payment of

the Board of Directors of the Company (which term shall be deemed to include any

and is hereby authorised to do all such acts, deeds and things and execute all such documents, instruments and


4


necessary, consent of the members of the Company be and is hereby accorded to appointment and payment of



5




Ordinary

of `

Mumbai, 28th May, 2016


6


3. The Register of Members and Share Transfer Register Books of the Company will remain closed from Tuesday, 8th

Companies Act, 2013 and the Register of contracts or arrangements in which the Directors are interested, maintained

9. Members are requested to furnish their Bank Account details, change of address and all other required details to the

Share Transfer Agent.

7


Company at the following address:

Financial District, Nanakramguda,Hyderabad 500032Toll Free No. (India) : 1800 345 4001Phone No. 040 67162222Fax No. 040 - 23420814

If the shares are held in electronic form, then change of address and change in the Bank Accounts, etc. should be

and Proxy Form is being sent by electronic mode to all those Members whose email addresses are registered with the

2008-09 30.09.2009 29.09.2016

2009-10 31.08.2010 30.08.2017

2010-11 20.09.2011 19.09.2018


8


due datesclaim shall lie against the IEPF or the Company in respect thereof and the Members would lose their right to claim

Tuesday, 13th September, 2016 (5.00 p.m.) during this period, the members of the Company, holding shares

Those members

9


password. The new password shall comprise of minimum 8 characters with at least one upper

The system will prompt you to change your password and update your contact details like mobile

Silk Mills Limited.

ABSTAIN. If the shareholder does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.

ENT NO.”


10


ii.

USER ID

The results shall simultaneously be communicated to the Stock Exchanges.


11


ANNEXURE TO THE NOTICE

a member along with requisite amount proposing the candidature of Shri Deepak N. Shah as a Director of the Company.

shares of the Company.

a term upto 13th September, 2021.

thereunder for his appointment as an Independent Director of the Company and he is independent of the management.


12


None of the Director

Shah, himself as a Director of the Company.

Director or Managing Director may be re-appointed in the last year of their tenure.

Shri Praful A. Shah has been associated with the Company for more than four decades. He holds Master of Science degree

by him and the industry benchmarks, it was proposed to re-appoint Shri Praful A. Shah as Chairman and Managing Director.

the Board.

`

(furnished or otherwise) or house rent allowance in lieu thereof; house maintenance allowance, together with

13


(c) The Company’

the end of the tenure, as per the rules of the Company and to the extent not taxable under the Income-tax law

use on the Company’s business, club membership and telephone expenses at residence shall be reimbursed at actuals and not considered as perquisites.

prescribed under Schedule V of the Act.

(iii) The Managing Director shall adhere to the Company’s Code of Business Conduct & Ethics for Directors and Management Personnel.

from being appointed as a Director i


14


The Company belongs to the GARDEN VARELI Group. The Company is one of India’s leading and most reputed

as well as Dyed and Printed Sarees and Dress Materials.

` 2385.32

102.82Less: Finance Costs 177.25

(74.43)66.82

(141.25)(0.64)

(140.61)

` 313.22

NIL

15


II Info

Shri Praful A. Shah who graduated in Mechanical Engineering from Michigan and post-graduated in Mechanical

Director of the Company.

Shri Praful A. Shah, the founder Chairman of the Company has been instrumental in chartering the growth of

(` in Lacs p.a.)Salary

Shri Praful A. Shah 132.60 11.08 143.68

Award for Outstanding Business Person for the year 2008-09 by The Southern Gujarat Chamber of Commerce & Industry.

Shri Praful A. Shah has been associated with the Company for more than 4 decades. During his tenure as

(` in Lacs p.a.)Salary*

Shri Praful A. Shah 132.00 165.00 297.00

and the Board of Directors of the Company.


16


companies.

Shri Praful A. Shah is a promoter group shareholder. The total promoter holding directly and indirectly along with body corporates in the Company as on 31st March, 2016 is 24302230 Equity Shares of ` 10 each which

at ` 2567.31 crore from `

polyester chain in tandem with the fall in crude oil prices. The fall in selling prices is directly related to the fall

goods declined at faster rate compared with the prices of related raw materials.

undertaken capacity expansions. Another large PTA plant is expected to come on-stream in the current

polyester companies.

denier, melange, mother yarn, nylon and spandex-based yarns.

17


help demand.


18


It is therefore propose

`




19


V of the Act.

the business of the Company;

results to the Managing Director;

g) establish performance goals, allocate resources, and assess policies for the management of the Company;

Managing Director.

(iii) The ED, CFO and COO shall adhere to the Company’s Code of Business Conduct & Ethics for Directors and Management Personnel.

on 164 of the Act.


20


Except Sh



`

2385.32102.82

Less: Finance Costs 177.25(74.43)

66.82(141.25)

(0.64)(140.61)

`

313.22NIL

21


(` in Lacs p.a.)

Salary

Shri Alok P. Shah 111.00 7.89 118.89

• Member of Tau Beta Pi Honors engineering society at Stanford,

Shri Alok P. Shah has had a brilliant academic career. He has wide exposure and knowledge in project appraisal,

of the Company.

(` in Lacs p.a.)

Salary *

Shri Alok P. Shah 120.00 150.00 270.00



22


companies.

Shri Alok P. Shah is a promoter group shareholder. The total promoter holding directly and indirectly along with body corporates in the Company as on 31st March, 2016 is 24302230 Equity Shares of ` 10 each which







23


help demand.

ITEM NO.7

business policy decisions of the Company.

ns of the Act.


24


`




25


aboV of the Act.

of the Managing Director.

Management Personnel.




26


`

2385.32102.82

Less: Finance Costs 177.25(74.43)

66.82(141.25)

(0.64)(140.61)

`

313.22NIL

(` in Lacs p.a.)Salary

Shri Suhail P. Shah 132.80 1.08 133.88

27


• Has to h

Shri Suhail P. Shah has had a brilliant academic career. He has wide exposure and knowledge in project appraisal,

(` in Lacs p.a.)

Salary *

Shri Suhail P. Shah 96.00 120.00 216.00


Shri Suhail P. Shah is a promoter group shareholder. The total promoter holding directly and indirectly along with body corporates in the Company as on 31st March, 2016 is 24556130 Equity Shares of ` 10 each which

Company is the son of Shri Praful A. Shah, Chairman and Managing Director and brother of Shri Alok P. Shah, ED, CFO & COO of


28








29


help demand.

` 1,50,000



30

GARDEN SILK MILLS LIMITEDSh

ri Su

hail P

. Sha

hSh

ri Pr

aful

A. S

hah

Shri

Alok

P. Sh

ah00

7190

0207

3568

0700

2181

4300

2181

80Da

te o

f Birt

hIn

dian

Indi

anIn

dian

Indi

anBr

ief R

esum

e - A

ge an

d 42

year

s

M.S.

Phy

sical

Chem

istry

A.B.

Che

mist

ry an

d Ph

ysics

66 ye

ars

Fello

w M

embe

rship

(FCA

)

Acco

unta

nts o

f Ind

ia (IC

AI).

78 ye

ars

Grad

uate

in M

echa

nica

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ginee

ring f

rom

Mich

igan

and

post-

grad

uate

d in

Mec

hani

cal

Engin

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g fro

m St

anfo

rd

46 ye

ars

Grad

uate

in El

ectri

cal E

ngin

eerin

g fro

m St

anfo

rd

Chica

go, U

SA.

Re-a

ppoi

ntm

ent

15 ye

ars

acco

unta

nt h

olds

mor

e tha

n 3 d

ecad

es o

f exp

erien

ce in

Inte

rnal

Audi

t and

MIS

expe

rienc

e of m

ore t

han

four

de

cade

s.

He h

as w

ide e

xpos

ure a

nd kn

owled

ge in

pro

ject

appr

aisal,

asse

ssin

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ibilit

y in

resp

ect

Dire

ctor

ship

held

in o

ther

Pu

blic

Limite

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mpa

nies

Prab

hat S

ilk M

ills Lt

d.

Vare

li Tra

ding

Co.

Ltd.

Nil

Prab

hat S

ilk M

ills Lt

d.Va

reli T

radi

ng C

o. Lt

d.

Ltd.

Prab

hat S

ilk M

ills Lt

d.Va

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radi

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d.

com

pani

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Nil

Nil

Nil

Nil

No. o

f sha

res h

eld in

the

Com

pany

4966

85Ni

l27

8919

075

4671

Shri

Suha

il P. S

hah

is re

lated

to Sh

ri Pr

aful

A. S

hah

and

Shri

Alok

P. Sh

ah,

Dire

ctor

s of t

he C

ompa

ny.

Shri

Deep

ak N

. Sha

h is

not

relat

ed to

any o

f the

Dire

ctor

of

the C

ompa

ny.

Shri

Praf

ul A.

Shah

is re

lated

to

Shri

Alok

P. Sh

ah an

d Shr

i Suh

ail P.

Sh

ah, D

irecto

rs of

the C

ompa

ny.

Shri

Alok

P. Sh

ah is

relat

ed to

Shri

Praf

ul A

. Sha

h an

d Sh

ri Su

hail P

. Sha

h, D

irect

ors o

f the

Com

pany

.

Mum

bai,

28th

May

, 201

6

31


Dear Members,

ended 31st March, 2016.

(` in crores)

2648.44

116.62

Less: Finance Costs 183.24

76.13

(142.75)

0.00

(142.75)

2015-16.

business of the Company.

` 2567.31 crore from `

with the fall in crude oil prices. The fall in selling prices was directly related to the fall in raw material prices, which in turn

prices of related raw materials.

` 845.57 crore as compared to ` 842.85 crore in


32


` 1519.01 crore as compared to ` 1726.71 crore

` 184.33 crore as compared to `

` 339.45 crore compared to `

` 102.82 crore as compared to ̀ 116.62 crore

` 183.24 crore to ` 177.25 crore. The Finance charges for the year 2015-16 includes ` 24.55 crores as mark-

receipt at 62.34)

33


remain in deeper recessions than forecast earlier. The outlook assumes rural income and spending will rebound with a return

industry and for the Company.

The Company’s high debt and interest cost pose a challenge as well. It is presently engaged with its bankers toward a debt-rework.

presently appears small.


34


it probable that the TPP may not be passed in a hurry.

prospects are the breakthroughs we are hoping to make in the specialty chip, yarn and fabric businesses.

mother yarn, nylon and spandex-based yarns.

with consistent quality and further tapping unexplored export markets like the Middle East, Far East, UK, Canada etc.,

The Issued, Subscribed and Paid-up equity share capital as on 31st March, 2016 was ` 4208.25 Lacs. There was no public

35


`

`


36


been acknowledged to be due to external circumstances. Consequently, majority of polyester players are going through a

read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

.

‘which forms part of this Report.

37


of 3 years w.e.f. 1st June, 2016. Shri Alok Shah has been associated with the Company for more than 15 years as a member

Shri Praful A. Shah, Managing Director, Shri Alok P. Shah, Joint Managing Director and CFO and Shri Kamlesh B. Vyas, Company

the period prescribed under the Companies Act, 2013.


38


knowledge and belief state that:

from the same;

2016 and of the loss of the Company for the year ended on that date;

Key Managerial Pe

39


there are no details to be disclosed in Form AOC-2 in that regard.

Rules, 2015.

without any compromise.

and Outgo are set out in the forming part of this Report.


40


risks which in the opinion of the Board threaten the existence of the Company.

transfer to IEPF.

Accountants as the Auditors of the Company from the conclusion of the ensuing AGM to the conclusion of the next AGM.

41


As required under the Compa

16. The Secretarial Audit Report is annexed as and forms an integral part of this Report. The report of the

Shri Piyush Patel, Chartered Accountant (ICAI Membership No.116769) as Internal Auditor of the Company. The audit

the Companies (Corporate Social Responsibility Policy) Rules, 2014.

to this

he website of the Company.


42


materials, if any;

or with the Company.

and forms an integral part of this Report. The Company had 4,948 permanent employees as at 31st March, 2016.

Companies of your Company.

forming part of the Directors Report.

Awards-2016” in Good for Business - Manufacturing category in March 2016 at New Delhi.

43


Thermal Power and other plants.

employees of the Company.


44


within India and the countries in which the Company conducts business and other ancillary factors.

Praful A. Shah

Mumbai, 28th May, 2016.

45


power for water treatment and pumping.

- Energy Audit is also being carried out by external agencies.- Maintenance of the machines as per schedule.

polyester chips segment.

of market base.

by the Company.C. FOREIGN EXCHANGE EARNINGS AND OUTGO

`i) Raw materials, stores and spare parts, Capital goods and other products 62183.73ii) Expenditure in foreign currency 2218.78

31322.48


46


1 A brief outline of the Company’s CSR

programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.

Company has also adopted a CSR policy in compliance with the aforesaid

2

b. Mr. Arunchandra Jariwala, (Independent Director)

3

the Companies Act, 2013) Company has incurred an expenditure of `

4 Prescribed CSR Expenditure (two per cent Not applicable.

5 Details of CSR expenditure during the ` 7,67,845

(a) Total amount to be spent for the Not applicable.

(b) Amount unspent, if any. Not applicable.

(c) Manner in which the amount spent The Company has spent an aggregate amount of ` 7,67,845 towards

the year.

6 Reasons for failure to spend the two per Not applicable.

47


Sr. No.1.

employees of the Company for the Financial

2.Mr. Alok P. Shah, Joint Managing Director & CFO - Not applicable.

3. The Percentage increase in the median

4. Number of Permanent Employees on the rolls of the Company as on 31st March, 2016.

4948

5.

performance.6

and totally) against the performance of the company.

2015-16 ` 4.55 Crore*

` 2385.32 Crore

` 141.25 Crore)

applicable.

the Companies Act, 2013.7.

of employees other than the managerial

thereof and point out if there are any

Not applicable.


48


Sr. No.

employees and Managerial employees.

Not applicable.

8. Not applicable.

9.director to that the employees who are not

paid director during the year.

None.

10.policy of the Company.

11. ` 90.90 crore.` 109.20 crore.

12.March, 2016 and 31st March, 2015.

Not applicable.

13. Percentage increase or decrease in the market

comparison to the rate at which the company

` 21.60 per share.` 25.95 per share.

Praful A. Shah

Mumbai, 28th May, 2016.

49


Tulsi Krupa Arcade, 1st Floor, Puna-Kumbharia Road, Dumbhal, Surat 395010

my opinion thereon.

Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the

(i) The Companies Act, 2013 (the Act) and the Rules made thereunder;

15th May, 2015);

regarding the Companies Act and dealing with client;


50


During the per

Scheme) Guidelines, 1999;

2015; and

of the Board, as the case may be.

during the audit period, there

For K. Dalal & Co.

Kunjal DalalPlace: SuratDate: 28th May, 2016

51


Tulsi Krupa Arcade, 1st Floor, Puna-Kumbharia Road, Dumbhal, Surat 395010

1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on my audit.

basis for my opinion.

For K. Dalal & Co.

Kunjal DalalPlace: SuratDate: 28th May, 2016


52


(` In Lacs)

Sr. No. FZE

1 Not Applicable Not Applicable

2 Not ApplicableUSD Exchange rate:USD 1 = ` 66.25

3 Share capital Not Applicable 80.17

4 Not Applicable 103.43

5 Total assets Not Applicable 48960.72








13 Not Applicable

1.

2. There were no Associates and Joint Ventures of the Company.

Praful A. Shah


53


i) CIN L17111GJ1979PLC003463

ii)

iii) Name of the Company Garden Silk Mills Limited

and contact detailsTulsi Krupa Arcade, First Floor, Puna-Kumbharia Road, Dumbhal, Surat 395010 Tel. No. 91-261-2311197-98

Name, Address and Contact details of Registrar and Transfer Agent, if any

Gachibowli, Financial District, Nanakramguda Hyderabad 500032 Toll Free No. (India) : 1800 345 4001 Phone No. 040 67162222 Fax No. 040 23420814

Sl. No.1 Polyester Chips & Polyester 203-Manufacture of man-made 92.14

S. No.

NAME AND ADDRESS OF THE COMPANY

ASSOCIATE1

Area, DubaiN.A. Subsidiary 1 2(87)(ii)


54


%

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56

GARDEN SILK MILLS LIMITEDSr

. N

o.

No.

of

No.

of

172

3199

6 72

3199

6

239

3087

2 39

3087

2

3Pr

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(Ind)

2059

035

2059

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6Sh

ri Pr

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A. S

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(HU

F)10

0266

7 10

0266

7

7Sh

ri Al

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Sha

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4671

75

4671

873

4778

48

0878

9Sh

ri Sa

njay

S. S

hah

6896

60

6896

60

10Sh

ri Pr

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A. S

hah

(Ind)

6551

55

7301

55

11Sh

ri Su

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P. S

hah

5716

85

4966

85

12Sm

t. Sh

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P. S

hah

4606

26

4606

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t. Sh

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9369

9 93

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863

6886

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4198

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20

57


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6 0

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239

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2492

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4198

2Sa

njay

S. S

hah

6751

67

0 67

5167

9Sh

ri Al

ok P.

Sha

h75

4671

0

7546

71

1073

4778

(1

2000

)Tr

ansf

er72

2778

(150

100)

Tran

sfer

5726

78

(558

00)

Tran

sfer

5168

78

(360

00)

Tran

sfer

4808

78

4808

78

11Sh

ri Pr

aful

A. S

hah

(Ind)

6551

55

7500

0 Tr

ansf

er73

0155

73

0155

12Sh

ri Su

hail

P. S

hah

5716

85

(750

00)

Tran

sfer

4966

85

4966

85

13Sm

t. Sh

ilpa

P. S

hah

4606

26

0 46

0626

14Sm

t. Sh

ilpa

P. S

hah

9369

9 0

9369

9

15Sm

t. Sh

yam

a S.

Sha

h68

863

0 68

863

16M

s. A

rchi

ta R

. Sha

h13

424

0 13

424

17Va

reli

Trad

ing

Co. L

td.

20

0 20


58

GARDEN SILK MILLS LIMITEDSr

. N

o.

No.

of

No.

of

No.

of

1IL

and

FS

Trus

t Co

Ltd.

3591

559

(191

69)

Tran

sfer

3572

390

(523

42)

Tran

sfer

3520

048

(297

94)

Tran

sfer

3490

254

(709

46)

Tran

sfer

3419

308

(152

071)

Tran

sfer

3267

237

(356

1)Tr

ansf

er32

6367

6 32

6367

6 2

Kesw

ani H

ares

h18

8828

9 0

1888

289

3Ri

cky

Ishw

arda

s Kirp

alan

i11

8216

1 0

1182

161

4Sh

auna

k Ja

gdish

Sha

h66

6222

27

000

Tran

sfer

6932

22

5051

Tr

ansf

er69

8273

17

27

Tran

sfer

7000

00

7000

00

559

8406

(5

6000

)Tr

ansf

er54

2406

(105

000)

Tran

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4374

06

(306

00)

Tran

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4068

06

(102

37)

Tran

sfer

3965

69

(350

00)

Tran

sfer

3615

69

(155

00)

Tran

sfer

3460

69

(924

00)

Tran

sfer

2536

69

(620

00)

Tran

sfer

1916

69

(127

000)

Tran

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6466

9 (6

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)Tr

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0 6

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3258

77

0 32

5877

7

Mal

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hang

iani

1908

94

(190

894)

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0 0

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onam

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1908

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1908

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913

5000

0

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5000

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1101

58

0 0

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66

0 0

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59


Sr.

No.

KMP

No.

of

No.

of

No.

of

1Sh

ri Pr

aful

A. S

hah

(Ind)

M

anag

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Dire

ctor

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035

0 20

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5155

75

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7301

55

7301

55

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ri Al

ok P.

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int M

anag

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Dire

ctor

& C

FO75

4671

0

7546

71

3Sh

ri Sa

njay

S. S

hah

6751

67

0 67

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4Sh

ri Su

hail

P. S

hah

5716

85

(750

00)

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4966

85

4966

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5Sh

ri Ra

jen

P. S

hah*

Di

rect

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98

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unch

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. Jar

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0 0

7

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0 0

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hah*

Di

rect

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0 0

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. She

th

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ctor

0 0

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ekar

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rect

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epak

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0 0

0

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ri H.

C. M

ishra

N

omin

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irect

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IC)

0 0

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. Vya

s Co

mpa

ny S

ecre

tary

0 0

0


60


(` in Lacs)

i) Principal Amount 115155.83 1056.92 734.63 116947.38 ii) Interest due but not paid 777.33 0.00 0.00 777.33 iii) Interest accrued but not due 472.51 7.22 0.00 479.73

22349.68 0.00 0.00 22349.68 26817.14 135.94 47.89 27000.97

i) Principal Amount 111390.83 921.48 686.74 112999.05 ii) Interest due but not paid 340.93 0.00 0.00 340.93 iii) Interest accrued but not due 206.45 6.72 0.00 213.17

(` In Lacs)Sr. No. Shri Praful

A. ShahShri Alok P.

ShahShri Sanjay

S. ShahShri Suhail

P. Shah1 Gross salary

the Income-tax Act, 1961

132.60 111.00 59.08 132.80 435.48

Income-tax Act, 196111.08 7.89 0.00 1.08 20.05

tax Act, 1961

0.00 0.00 0.00 0.00 0.00

2 0.00 0.00 0.00 0.00 0.00 3 Sweat Equity 0.00 0.00 0.00 0.00 0.00 4 Commission

0.00 0.00 0.00 0.00 0.00 - others, specify... 0.00 0.00 0.00 0.00 0.00

5 Others, please specify 0.00 0.00 0.00 0.00 0.00

Ceiling as per the Act

61


(` in Lacs)

Sl. No. Shri A. N.

JariwalaShri Shri Sunil Shri

N. Shah

Shri H. C.

1.01 1.01 0.97 0.31 0.35 0.00 3.65

• Commission 0.00 0.00 0.00 0.00 0.00 0.00 0.00 • Others, please specify 0.00 0.00 0.00 0.00 0.00 0.00 0.00

0.00 0.00 0.00 0.00 0.00 0.66 0.66

• Commission 0.00 0.00 0.00 0.00 0.00 0.00 0.00 • Others, please specify 0.00 0.00 0.00 0.00 0.00 0.00 0.00

(` in Lacs)Sl. No. CFO*

Shri Alok P. Shah

1 Gross salary

Income-tax Act, 196113.60 111.00 124.60

0.35 7.89 8.24

Act, 19610.00 0.00 0.00

2 0.00 0.00 0.00 3 Sweat Equity 0.00 0.00 0.00 4 Commission

0.00 0.00 0.00 - others, specify... 0.00 0.00 0.00

5 Others, please specify 0.00 0.00 0.00

` 118.89 lacs during the year 2015-16 in his capacity as Joint Managing Director and CFO of the Company.


62


Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable

Penalty

Punishment

Compounding

B. DIRECTORS Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable

Penalty

Punishment

Compounding

Praful A. Shah


63


and business ethics.

disclosure, transparency and board responsibility.

Company in their capacity as member of the Board.

with the Company at large.


64


instrument as on 31st March, 2016.

No. of Board

**

No. of

of Board

#

Shri Praful A. Shah Chairman & Managing Director

Promoter 04 No 05 - 2789190

Shri Alok P. Shah Joint Managing Director

Promoter 04 05 - 754671

Shri Sanjay S. Shah Promoter 03 02 - 689660

Shri Suhail P. Shah Promoter 04 No 04 - 496685

Shri Rajen P. Shah Promoter 00 No N.A. - 4198

Shri J. P. Shah Independent Director *

Non-Promoter

00 No N.A. - 6595

Independent Director

Non-Promoter

04 N.A. - 0

Shri A. N. Jariwala Independent Director

Non-Promoter

04 No 01 - 0

Shri Sunil S. Sheth Independent Director

Non-Promoter

04 01 - 0

Smt. Anita Mandrekar Independent Director

Non-Promoter

03 No 01 - 0

Shri Deepak N. Shah Independent Director*

Non-Promoter

02 N.A. N.A. - 0

Shri H. C. Mishra (Nominee of LIC)

Non-Promoter

05 N.A. - 0

65



66


any related issues with internal and statutory auditors and management of the Company. The Finance Head,

ended 31st March, 2015.

Chairman 04

Shri Arunchandra N. Jariwala Member 04

Shri Sunil S. Sheth Member 04

67


below:

Nil 101 101 Nil

Nil 66 66 Nil

Non-receipt of Annual Report Nil 44 44 Nil

Nil 0 0 Nil

Nil Nil

Agreement with the Stock Exchanges.

ng.


68


with the interest of the Company at large.

(Amount in Rupees)Salary &

Shri Praful A. Shah 14368016 Nil NilShri Alok P. Shah 11888639 Nil NilShri Suhail P. Shah 13387711 Nil NilShri Sanjay S. Shah 5908320 Nil Nil

Nil 101150 NilShri A.N. Jariwala Nil 101150 NilShri Sunil S. Sheth Nil 97150 NilShri Anita Mandrekar Nil 31450 NilShri Deepak N. Shah Nil 34350 NilShri H. C. Mishra Nil 65750 Nil

Nil

`

69


non-independent directors; performance of the Board as a whole and performance of the Chairperson of the

his role.

the Companies Act, 2013.

Act, 2013 and Rules made there under.

on the Company’s website at www.garde


70


IFICATION

2012-13 11.00 a.m.2013-14 11.00 a.m.2014-15 11.00 a.m.

A. Shah as Chairman and Managing Director of the Company for a period of 3 years w.e.f. 1st September, 2013.

30th July, 2014, for re-appointment of Shri Alok P. Shah as Joint Managing Director and CFO of the Company for a period of 3 years w.e.f. 11th September, 2014.

Fund” (“IEPF”).

hereunder:

2008-09 30.09.2009 29.09.20162009-10 31.08.2010 30.08.20172010-11 20.09.2011 19.09.2018

71


Mem

IEPF, no claim shall lie against the IEPF or the Company in respect thereof and the Members would lose their

with the interests of the Company at large.

Statement.

Standards.

2015 with reference to subsidiary companies were duly complied.

capital market during the last 3 years.

its directors and senior m


72


The Company has adopted Code of Business Conduct & Ethics (“the Code”) which is applicable to the Board of

Company’s website.

The Code is applicable to Promoters and Promoter’s Group, all Directors and such Designated Employees who

This Code is displayed on the Company’s website.

paid up capital is in agreement with the total number of shares in physical form and the total number of

(b) Management Discussion and Analysis report forms part of the Directors Report.

73


Time : 11:00 a.m.

Venue : Tulsi Krupa Arcade, Puna-Kumbharia Road, Dumbhal, Surat 395010.

Book Closure Date : Thursday, 8th September, 2016 to

(1) The Bombay Stock Exchange Limited (BSE)

As on 31st March 2016, there were 73193 shareholders of the Company.

The Bombay Stock Exchange Limited 500155

Demat ISIN in NSDL and CDSL for Equity Shares INE526A01016.

(in ` )

April 2015 36.55 24.80 36.70 24.80May 2015 33.20 27.15 33.50 26.70June 2015 29.50 23.60 30.00 23.40July 2015 38.30 27.30 38.05 27.25August 2015 38.75 23.00 38.80 23.10September 2015 24.90 21.70 25.00 21.95October 2015 29.40 23.75 29.35 23.75

28.45 23.00 28.90 23.00December 2015 33.05 24.00 32.75 23.70January 2016 32.65 22.50 32.50 23.15February 2016 26.25 21.00 26.30 20.80March 2016 24.90 21.00 24.15 20.80


74


(Unit: Garden Silk Mills Limited),

Hyderabad 500032. Toll Free No. (India) : 1800 345 4001

All the share related work is being undertaken by the company’s Registrar & Transfer Agent. A Stakeholders

etc. of shares.

Sr. No.1. Promoters. 24302230 57.752. Indian Public. 9758622 23.193. 29365 0.074. 3730740 8.875. Bodies Corporate 4150336 9.866. NBFC Registered with RBI 360 0.007. Trusts 340 0.008. Clearing Members (NSDL+CDSL) 20532 0.059. Any other 90000 0.21

No. of

1 - 5000 70847 96.79 4088232 9.715001 - 10000 1242 1.70 1027750 2.4410001 - 20000 549 0.75 836225 1.9920001 - 30000 177 0.24 452973 1.0830001 - 40000 93 0.13 333558 0.7940001 - 50000 58 0.08 274724 0.6550001 - 100000 113 0.15 822188 1.95

114 0.16 34246875 81.39

in electronic form through the depository of their choice.

75


Board of India (SEBI).

and Transfer Agent.

shares of the Company.

(i) For Shares held in Physical Form (Unit: Garden Silk Mills Limited),

Financial District, Nanakramguda, Hyderabad 500032. Toll Free No. (India) : 1800 345 4001 Phone No. 040 67162222 Fax No. 040 23420814

(ii) For Shares held in Demat Form(iii) For query on Annual Report Secretarial Department,

Tulsi Krupa Arcade, 3rd Floor, Puna-Kumbharia Road, Dumbhal, Surat 395010

If you hold the Equity Shares of the Company in more than one Folio in your name or with the same address as other

may be made to members through electronic mode.


76


requirements.

does not send it to shareholders.

not separately circulated to all shareholders.

Praful A. ShahPlace: MumbaiDate: 28th May, 2016

77


the best of our knowledge and belief, we state that:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

Praful A. Shah Alok P. Shah


Ethics for the year ended 31st March, 2016.

Praful A. Shah



78


the Company.

Chartered Accountants

Place: Surat Partner28th May, 2016 Membership No.: 6728

79


To the Members ofGarden Silk Mills Limited,

Report on the Standalone Financial Statements

Management’s Responsibility for the Financial Statements

Auditor’s Responsibility

Opinion

INDEPENDENT AUDITOR’S REPORT


Report on Other Legal and Regulatory Requirements

Annexure A

Annexure B

For NATVARLAL VEPARI & CO.

R. N. VEPARI


Annexure A to the Independent Auditors’ ReportReferred to in paragraph 1 under the heading “Report on other legal and other regulatory requirements” of our Report of


`

Name of Statute Nature of dues Amount under

dispute*

Period to which the amount relates

Forum where dispute is pending

Amount deposited against the

dispute



R. N. VEPARI


Annexure- B to the Independent Auditor’s Report

Management‘s Responsibility for Internal Financial Controls



Opinion


R. N. VEPARI


`Note No. As at

I EQUITY AND LIABILITIESShareholders’ Funds

7

89

TOTALII ASSETS

Non-Current Assets

Current Assets

TOTAL

The accompanying notes are an integral part of the standalone

For NATVARLAL VEPARI & CO. PRAFUL A. SHAH Chairman & Managing DirectorChartered Accountants ALOK P. SHAH Joint Managing Director & CFO

SUNIL SHETH DirectorR. N. VEPARI KAMLESH B. VYAS Company SecretaryPartner

87


`

Note No.

I

II

III Total Revenue

IV EXPENSES

Total Expenses

V

VI Tax Expense:

VII

VIII `

The accompanying notes are an integral part of the standalone




88


` Year ended

A.

B.

C.

Cash and Cash Equivalents at the beginning of the yearCash and Cash Equivalents at the end of the year

Note: ` `



89


Notes annexed to and forming part of the Financial Statements

Tangible Assets

Intangible Assets


Notes annexed to and forming part of the Financial Statements (Contd.)

1.11 CENVAT:



1.14 Research and Development





`

As at

Authorised`

`

TOTAL

Issued, Subscribed and Paid up `

TOTAL

No. of Shares ` In Lacs `

` `

No. of Shares

Equity Shares:

`



`

As at

General Reserve

TOTAL

` `



`

Non-Current CurrentNote 4 : Long-Term BorrowingsSecured

Unsecured

TOTAL

4.1 Note on Secured Long-Term Borrowings:

` `

` `

`

`

` `

` `

` `



`

Rate of Interest ranged between

Beyond 4 years

Secured Term Loans

Unsecured Term Loans

TOTAL

`

As at

Deferred Tax Liability on account of :

TOTAL

Deferred Tax Asset on account of :

TOTAL

97



`

As at

TOTAL

`

As at

TOTAL

`

As at

SecuredLoan repayable on demand

Others

TOTAL


98



`

As at

`

As at

TOTAL

`

As at

Note 11 : Short-term Provisions

TOTAL

11.1`

`

99


`

Gros

s Blo

ckNe

t Blo

ckAs

at

Upto

As

at

78

11

Tota

l Tan

gibl

e As

sets

Tota

l Int

angi

ble

Asse

tsTo

tal

Tota

l Pre

viou

s Yea

r

Tota

l

Not

es:

` `

` `

`

`

`



`

As at

Other Investments

`

`

`

`

`

`

`

`

TOTAL

Notes

TOTAL



`

As at

Note 14 : Long-term Loans and Advances

TOTAL

`

As at

TOTAL

`

As at

TOTAL



`

As at

Cash and Cash Equivalents:

Other Bank Balances:

TOTAL

`

As at

TOTAL

`

As at

Interest Subsidy and interest receivable

TOTAL



`

TOTAL

`

TOTAL

`



`

TOTAL

`

TOTAL

`

Opening Stock

Closing Stock

TOTAL



`

TOTAL

`

Gratuity :

Leave Encashment:

`

Leave Encashment

A. Amounts recognised in Balance Sheet:

B.



of fair value of Plan Assets.

`

Leave Encashment

`

Leave Encashment

-

`

TOTAL



`

Manufacturing expenses

Establishment Expenses

TOTAL

`

Rs. in Lacs `

`



`

TOTAL

`

Details of hedged and unhedged exposure are as under:

Foreign Currency Foreign

Currency Indian

Rupees

a. Hedged

b. Unhedged



`

`

`

`

`

`



Sr. No.

Subsidiary Group Company

Key Management

Personnel

Others Total




Key Management

Personnel

Others Total

Balance at the beginning of the year




Key Management

Personnel

Others Total

Balance at the end of the year

` `

` `

` `

` `

` `

` `

is `



113


INDEPENDENT AUDITOR’S REPORTTo the Members ofGarden Silk Mills Limited,

Report on the Consolidated Financial Statements

We have au

Management’s Responsibility for the Consolidated Financial Statements



Opinion

` `

Report on Other Legal and Regulatory Requirements

“Annexure A”

115



R. N. VEPARI


Garden Silk Mills Limited (“The Holding Company”)

Management‘s Responsibility for Internal Financial Controls

Auditors’ Responsibility


Opinion


R. N. VEPARI


`

Note No. As at

I EQUITY AND LIABILITIESShareholders’ Fundsa)b) 3

a)b) 5c)d)

a)b)c)d) 11

TOTALII ASSETS

a)

b) 13c)

Current Assetsa) 15b)c)d)e)

TOTAL1

The accompanying notes are an integral part of the consolidated




`

Note No.IIIIII TOTAL REVENUEIV EXPENSES

a)b)c)

d)e)

g)TOTAL EXPENSES

VVI Tax expense:

VIIVIII Earnings per equity share (of `

1The accompanying notes are an integral part of the consolidated




`

Year ended

A.

Adjustments for:

B.

C.

Cash and Cash Equivalents at the beginning of the yearCash and Cash Equivalents at the end of the year

` `




Notes annexed to and forming part of the Financial Statements

Tangible Assets



Intangible Assets









`

As at

Authorised`

`

TOTAL

Issued, Subscribed and Paid up `

TOTAL

No. of Shares ` In Lacs `

` `

No. of Shares

Equity Shares:

`



`

As at

General Reserve

Statutory Reserve

Total

` `



`

Current

Secured

Unsecured

TOTAL

` `

` `

`

`

` `

` `

` `



`

Rate of Interest ranged between years

Secured Term Loans

Unsecured Term Loans

TOTAL

`

As at

(a) Deferred Tax Liability on account of :

TOTAL

(b) Deferred Tax Asset on account of :

TOTAL



`

As at

TOTAL

`

As at

TOTAL

`

As at

SecuredLoan repayable on demand

Others

TOTAL

`

As at

131



`

As at

TOTAL

`

As at

TOTAL

`

`


Not

es a

nnex

ed to

and

form

ing

part

of t

he F

inan

cial

Sta

tem

ents

(Con

td.)

`

Gros

s Blo

ckNe

t Blo

ckAs

at

Upto

As

at

13

513

(A) T

angi

ble

Asse

ts:

Tota

l Tan

gibl

e As

sets

(B) I

ntan

gibl

e As

sets

:

Tota

l Int

angi

ble

Asse

tsTo

tal

Tota

l Pre

viou

s Yea

r

Tota

l

Not

es:

` `

` `

`

` `

133



`

As at

Long Term Investments (At Cost)Other Investments

` 1 each

`

`

`

`

`

`

TOTAL

Aggregate Value of Unquoted InvestmentsAggregate Value of Quoted InvestmentsAggregate Market Value of Quoted Investments

TOTAL



`

As at

(Unsecured and Considered Good)

TOTAL

`

As at

TOTAL

`

As at


TOTAL

135



`

As at

Cash and Cash Equivalents:

Cash on hand

Other Bank Balances:

TOTAL

`

As at


TOTAL

`

As at

TOTAL



`

TOTAL

Chips

`

TOTAL

`



`

ClothTOTAL

`

TOTAL

`

Opening Stock

Closing Stock

TOTAL



`

TOTAL

`

Gratuity :

Leave Encashment:

`

Gratuity (Funded) Leave Encashment (Unfunded)

A. Amounts recognised in Balance Sheet:

B.



balances of fair value of Plan Assets.

`


`


`

TOTAL



`

Manufacturing expenses

Establishment Expenses

TOTAL

`

` in Lacs `



`

`

TOTAL

`



Details of hedged and unhedged exposure are as under:

Foreign Currency Foreign

Currency (Amount in

Lacs)

Indian Rupees

(Equivalent in Lacs)

a. Hedged

b. Unhedged

`

i)`

ii)

iii) `

iv) `)



Name of Subsidiary Extent of Holding

CompanyNet Assets i.e. total assets minus

consolidated net assets

Amountconsolidated

Amount

Parent

Subidiaries

`

`



Sr. No.1

3

Group Company

Key Management

Personnel

Others Total



Group Company

Key Management

Personnel

Others Total

Balance at the beginning of the year

Balance at the end of the year

` `

` `

` `

` `

` `

` `

is `





Garden Silk Mills Limited

ATTENDANCE SLIP

Notes

ROUTE MAP FOR ANNUAL GENERAL MEETING VENUE

Garden Silk Mills Limited

PROXY FORM

.

Sr. No. For

Ordinary business

8

Notes:

$118$/ 5(3257 - Microsoft X X D ] Z ~E } u ] v } ( >/ } ( / v ] ... Puna-Kumbharia Road, Dumbhal, Surat 395010, to transact the following businesses:-

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