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Directors Report of Gaekwar Mills Ltd.
Mar 31, 2024
The Board of Directors present the Companyâs 95th Annual Report and the Companyâs audited
financial statements for the financial year ended March 31, 2024 (the "Reportâ).
1. FINANCIAL RESULTS
The summarized financial results of the Company for the financial year ended March 31,
2024 are presented below:
(Amount in Lakhs)
|
Particulars |
Standalone |
|
|
2023-2024 |
2022-2023 |
|
|
Revenue from Operations |
- |
- |
|
Other Income |
75 |
125 |
|
Total Revenue |
75 |
125 |
|
Profit/(Loss) before Interest & depreciation |
(412) |
(364) |
|
Less: Interest |
- |
|
|
Less: Depreciation |
- |
- |
|
Profit/(Loss) Before Tax and Exceptional Items |
(412) |
(364) |
|
Add: Exceptional Items_ Premium on |
- |
- |
|
Profit/(Loss) Before Tax |
(412) |
(364) |
|
Add/Less: Provision of Tax |
- |
- |
|
Profit/(Loss) After Tax |
(412) |
(364) |
|
Other Comprehensive Income |
- |
- |
|
Total Comprehensive Income |
(412) |
(364) |
Note: The above figures are extracted from the standalone financial statements
prepared in compliance with Indian Accounting Standards (IND AS). The Financial
Statements of the Company complied with all aspects with Indian Accounting Standards
(IND AS) notified under section 133 of the Companies Act, 2013 (the Act) read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time
and other relevant provisions of the Act.
2. STATE OF COMPANYâS AFFAIRS, BUSINESS OVERVIEW AND FUTURE
OUTLOOK
The Company was engaged in the business of Textile Manufacturing. However the
Company has not been carrying on any business activities due to labour unrest during
the year. The Company went into BIFR and the under the revival scheme approved by
the BIFR Board and as per direction in the sanctioned scheme the company has to set
up a same textile product with similar modern textile machinery on 40% of the companyâs
land and remaining 60% land can be utilized for real Estate Development and the funds
generated from real estate operation will be utilized to redeemed Debentures as well as
set up the New Textile units with working capital Requirements. The Company is in
process of taking necessary approvals from the Municipal Corporation and other
Government departments and it is hopeful that the construction activities can be started
in due course of time.
However, during the year under review, the Company has not earned any revenue from
operation and earned other income of Rs.75 lakhs against Rs.125 lakhs of the previous
year. The Company has incurred net loss of Rs.412 lakhs as compared to Rs. 364 lakhs
of the previous year.
During the year, there were no changes in business of the Company, the detailed
discussion on Companyâs overview and future outlook has been given in the section on
âManagement Discussion and Analysisâ (MDA).
3. DIVIDEND
The Company has incurred losses, hence the Board of Director could not recommend
any dividend for the financial year under review.
As per Regulation 43A of the SEBI (Listing Obligation and Disclosures Requirements)
Regulations, 2015 (the Listing Regulations) the top 1000 listed Companies shall
formulate a Dividend Distribution Policy. The Company does not come under the
category of top 1000 listed Companies based on the market capitalization.
4. TRANSFER TO RESERVES
The Company has not transferred any amount of profit to the reserves during the
financial year under review. Further, the details of movement in Reserve and Surplus is
given in note no. 9 of the Financial Statement.
5. DEBENTURES
The Debenture holder after considering the situation of Covid-19 affect the business
operation of the Company, has agreed to extend the maturity date of series A
Debentures of Rs.30 Crores to 31st March, 2025 on condition that the premium on
redemption shall increase by 40% of the face value of the debentures over and above
agreed earlier (i.e. 19.2 Crores being 40% of 48 Crores) and series B Debentures of
Rs.5 Crores to 31st March, 2025 on condition that the premium on redemption shall
increase by 40% of the face value of the debentures over and above agreed earlier (i.e.
2 Crores being 40% of 5 Crores).
6. DEPOSITS
During the year, your Company has not accepted any deposits within the meaning of
sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance
of Deposits) Rules, 2014, hence there are no details to disclose as required under Rule
8 (5) (v) and (vi) of the Companies (Accounts) Rules, 2014.
7. DETAILS OF SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
During the year under review, no Company has become or ceased to be a
Subsidiary/Joint Venture/ Associate Company of your Company.
8. SHARE CAPITAL
⢠During the year under review, there were no changes in Authorised and Paid up
Share Capital of the Company. The Company has not issued any equity shares with
differential rights as to dividend, voting or otherwise, during the year under review.
⢠The Company has not issued any sweat equity shares to its directors or employees,
during the period under review.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board as on March 31,2024, comprised of 4 (Four) Directors out of which 3 (Three)
are Independent Directors and 1 (One) is Whole Time Director.
Mrs. Shweta Dhruv Shah (DIN 03287393), Whole Time Director, Mr. Dhruv Nikunj Shah,
CFO and Ms. Nidhi Vinodkumar Darak, Company Secretary are the Key Managerial
Personnel as per the provisions of the Companies Act, 2013 and rules made there under.
None of the Directors of the Company have been debarred or disqualified from being
appointed or continuing as Director of company by the Securities and Exchange Board
of India (SEBI) and Ministry of Corporate Affairs (MCA) or any such other Statutory
Authority.
a. Appointments and Resignations of Directors and Key Managerial Personnel
During the year under consideration, no such changes have been occurred.
However, after the closure of the financial year following changes occurred:
⢠Mr. Bhavik Shah (DIN: 09605363) was appointed as an Additional Non¬
Executive & Independent Director on the Board with effect from May 29, 2024
to hold office up to the date of ensuing Annual General Meeting. Based upon
the notice received from a member under Section 160(1) of the Act proposing
the candidature of Mr. Bhavik Shah for the office of Independent Director,
Nomination and Remuneration Committee and the Board have recommended
regularisation of his directorship by the shareholders at the ensuing Annual
General Meeting, for a period of 5 (five) consecutive years commencing with
effect from May 29, 2024 up to May 28, 2029 and in the opinion of the Board,
he possesses requisite expertise, integrity and experience (including
proficiency).
⢠Mr. Mihir Rajesh Parikh (DIN: 02896949), was appointed as an Additional
Director of the Company to hold office up to the date of ensuing Annual General
Meeting of the Company and has been designated as Non-executive and Non¬
Independent Director of the Company with effect from May 29, 2024. Further,
the Board recommends regularisation of his appointment by the members at the
ensuing Annual General Meeting.
⢠Mr. Ratan Karanjia (DIN: 00033108) and Mr. Girishbhai Shah (DIN:03009213),
Independent Directors of the Company resigned from the position of
Directorship of the Company with effect from the closure of business hours on
May 29, 2024.
b. Director Liable to Retire by Rotation
In terms of Section 152 of the Companies Act, 2013, Shweta Dhruv Shah (DIN:
03287393), Director liable to retire by rotation shall retire at the ensuing Annual
General Meeting and being eligible for re-appointment, offers herself for re¬
appointment. The information as required to be disclosed under Regulation 36 of
the Listing Regulations will be provided in the notice of ensuing Annual General
Meeting.
c. Independent Directors
The Company has received declarations/ confirmations from each Independent
Directors under section 149(7) of the Companies Act, 2013 and regulation 25(8) of
the Listing Regulations confirming that they meet the criteria of independence as
laid down in the Companies Act, 2013 and the Listing Regulations.
The Company has also received requisite declarations from Independent Directors
of the Company as prescribed under rule 6(3) of Companies (Appointment and
Qualification of Directors) Rules, 2014.
All Independent Directors have affirmed compliance to the Code of Conduct for
Independent Directors as prescribed in Schedule IV to the Companies Act, 2013.
In the opinion of the Board, Independent Directors of the Company possess
requisite qualifications, experience and expertise and hold highest standards of
integrity. Further, 3(Three) independent directors of the Company were in process
of inclusion of their name in Data Bank of Independent Directors and one
independent director have registered his names in the online databank of
Independent Directors.
10. NUMBER OF MEETINGS OF BOARD OF DIRECTORS
The Board meets at regular intervals to discuss and decide on Company/business
policies and strategies apart from other Board businesses. The Board/Committee
Meetings are prescheduled, and a tentative annual calendar of the Board and
Committee Meetings is circulated to the Directors in advance to facilitate them to plan
their schedule and to ensure meaningful participation in the meetings.
The Board of Directors of your Company met 4 (Four) Times during the year to carry the
various matters.
The maximum interval between any two consecutive Board Meetings did not exceed the
period prescribed under the Companies Act, 2013, the Listing Regulation and circular
issued by MCA in this regard.
The Composition of Audit Committee are as under:
1. Mr. Girishbhai Champaklal Shah Chairman
2. Mr. Ratan Noshir Karanjia Member
3. Mrs. Shweta Dhruv Shah Member
Further, during the year, there are no such cases where the recommendation of any
Committee of Board, have not been accepted by the Board.
11. DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, the
Directors hereby confirm and state that:
(a) in the preparation of the annual accounts for the financial year ended March 31,
2023, the applicable accounting standards have been followed and that no material
departures have been made from the same;
(b) the Directors have 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 and of the loss of the Company for that period;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other
irregularities;
(d) the Directors have prepared the annual accounts on a going concern basis;
(e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
12. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee (âNRCâ) works with the Board to
determine the appropriate characteristics, skills and experience for the Board as a whole
as well as for its individual members with the objective of having a Board with diverse
backgrounds and experience in business, government, education and public service.
Characteristics expected of all Directors include independence, integrity, high personal
and professional ethics, sound business judgement, ability to participate constructively
in deliberations and willingness to exercise authority in a collective manner. The
Company has in place a Policy on appointment & removal of Directors (âPolicyâ).
The salient features of the Policy are:
⢠It acts as a guideline for matters relating to appointment and re-appointment of
Directors.
⢠It contains guidelines for determining qualifications, positive attributes for Directors
and independence of a Director.
⢠It lays down the criteria for Board Membership
⢠It sets out the approach of the Company on board diversity
⢠It lays down the criteria for determining independence of a Director, in case of
appointment of an Independent Director.
The Nomination and Remuneration Policy is posted on website of the Company and may
be viewed at http://www.gaekwarmills.in
13. PERFORMANCE EVALUATION OF THE BOARD
The Board evaluation framework has been designed in compliance with the
requirements under the Companies Act, 2013 and the Listing Regulations, and in
accordance with the Guidance Note on Board Evaluation issued by SEBI on January
05, 2017. The Board evaluation was conducted through questionnaire designed with
qualitative parameters and feedback based on ratings.
The Nomination and Remuneration Committee of the Company has laid down the criteria
for performance evaluation of the Board, its Committees and individual directors
including Independent Directors covering various aspects of the Boardâs functioning
such as adequacy of the composition of the Board and its Committees, Board culture,
execution and performance of specific duties, obligations and governance.
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing
Regulations, based on the predetermined templates designed as a tool to facilitate
evaluation process, the Board has carried out the annual performance evaluation of its
own performance, the Individual Directors including Independent Directors and its
Committees on parameters such as level of engagement and contribution,
independence of judgment, safeguarding the interest of the Company and its minority
shareholders etc.
14. CORPORATE SOCIAL RESPONSIBILITY(CSR)
Your company does not fall in the ambit of limit as specified in Section 135 of the
Companies Act, 2013 read with Rule framed there under in respect of Corporate Social
Responsibility. However, the directors of the Company, in their personnel capacity, are
engaged in philanthropy activities and participating for cause of upliftment of the society.
15. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review as
stipulated under Regulation 34(2)(e) of the Listing Regulations is presented in a separate
section and forming part of this Report.
16. CORPORATE GOVERNANCE
As your Companyâs Paid up Equity Share Capital and Net Worth not exceeding Rs.10
Crores and Rs.25 Crores respectively, there corporate governance provision as
specified in regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses
(b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule
V shall not apply to the Company.
17. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has in place Whistle Blower Policy ("the Policyâ), to provide a formal
mechanism to its directors and employees for communicating instances of breach of any
statute, actual or suspected fraud on the accounting policies and procedures adopted
for any area or item, acts resulting in financial loss or loss of reputation, leakage of
information in the nature of Unpublished Price Sensitive Information (UPSI), misuse of
office, suspected/actual fraud and criminal offences. The Policy provides for a
mechanism to report such concerns to the Chairman of the Audit Committee through
specified channels. The frame work of the Policy strives to foster responsible and secure
whistle blowing. In terms of the Policy of the Company, no employee including directors
of the Company has been denied access to the chairman of Audit Committee of the
Board. During the year under review, no concern from any whistle blower has been
received by the Company. The whistle blower policy is available at the link
http://www.gaekwarmills.in
18. STATEMENT ON RISK MANAGEMENT POLICY
Risk assessment and management are critical to ensure long-term sustainability of the
business. The Company has in place, a strong risk management framework with regular
appraisal by the top management. The Board of Directors reviews the Companyâs
business risks and formulates strategies to mitigate those risks. The Senior Management
team, led by the Whole Time Director, is responsible to proactively manage risks with
appropriate mitigation measures and implementation thereof.
19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year, the Company has not made investment in security of body corporate
and however given loan to Private Limited Company, the details of the same is given in
note no.4, 6 and related party notes of the Financial Statement. Further, the Company
has not given any guarantees or provided security in connection with a loan to any other
body corporate or person.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the transactions with related parties are in the ordinary course of business and on
armâs length basis and there are no âmaterialâ contracts or arrangement or transactions
with related parties and thus disclosure in Form AOC-2 [Pursuant to clause (h) of sub¬
section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies
(Accounts) Rules, 2014] is not required.
The statement showing the disclosure of transactions with related parties in compliance
with applicable provisions of Ind AS, the details of the same are provided in Note No. 21
of the Standalone Financial Statement. All related party transactions were placed before
the Audit Committee and the Board, wherever applicable for their approval.
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board is available at https://www.gaekwarmills.in
21. INTERNAL FINANCIAL CONTROL SYSTEM
The Company has in place adequate standards, processes and structures to implement
internal financial controls with reference to financial statements. Internal control systems
comprising of policies and procedures are designed to ensure sound management of
your Companyâs operations, safekeeping of its assets, optimal utilizations of resources,
reliability of its financial information and compliance.
Systems and procedures are periodically reviewed to keep pace with the growing size
and complexity of your companyâs operation.
22. LISTING REGULATIONS, 2015
The Equity Shares of the Company are listed on BSE Limited (BSE). The Company has
paid its Annual Listing Fees to the stock exchanges for the Financial Year 2023-2024.
The Company has formulated following Policies as required under the Listing
Regulations, the details of which are as under:
1. "Documents Preservation & Archival Policyâ as per Regulation 9 and Regulation
30 which may be viewed at https://www.gaekwarmill.in
2. "Policy for determining Materiality of events/informationâ as per Regulation 30
which may be viewed at https://www.gaekwarmill.in
Further, during the year under review, the Board of Directors at their meeting held on
February 14, 2024 appointed M/s. Bigshare Services Private Limited as the new
Registrar and Share Transfer Agent (RTA) of the Company and initialled the process of
change of RTA
23. AUDITORS
(a) Statutory Auditor
M/s. M.D. Pandya & Associates, Chartered Accountants (Firm Registration No.
107325W) has been appointed as Statutory Auditors of the Company for a period of 5
Years from the conclusion of 93rd Annual General Meeting till the conclusion of 98th
Annual General Meeting of the Company. Your Company has received necessary
confirmation from them stating that they satisfy the criteria provided under section 141
of the Companies Act, 2013.
The report of the Statutory Auditor forms part of the Annual Report. The said report does
not contain any qualification, reservation, adverse remark or disclaimer
(b) Secretarial Auditor
Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
had appointed Mr. Anish Gupta, M/s VKMG & Associates LLP, Practicing Company
Secretaries, as the Secretarial Auditors of the Company to undertake Secretarial Audit
for the financial year ended March 31,2024. The Secretarial Audit Report for the financial
year ended March 31, 2024 is annexed herewith and marked as âAnnexure-1â to this
Report.
SECRETARIAL AUDITORâS OBSERVATIONS & COMMENTS FROM BOARDS: -
(a) The Company has not updated its website and uploaded the documents and
information as required under provisions of the Companies Act 2013 Regulation 46
of SEBI (LODR) Regulations 2015.
Comments by the Board: - The Directors have taken the note of the same and will do
the compliance at the earliest.
(b) The Company has not filed e-Form DPT-3 in respect of Particulars of transactions by
a company not considered as deposit as per rule 2(1)(c) of the Companies
(Acceptance of Deposit) Rules, 2014 for the year ended March 31, 2023, as required
under rule 16 of Companies (Acceptance of Deposits) Rules, 2014.
Comments by the Board:- The Company has already filed DPT-3 for the year ended
31st March, 2023 with late filing fees.
(c) The Company appointed Mr. Girish Shah, Mr. Ratan Karanjia and Mr. Mipan Shah as
an Independent Directors under section 149 of the Companies Act, 2013 however,
directors have not registered their names as per The Companies (Creation and
Maintenance of databank of Independent Directors) Rules, 2019 and also not
appeared for Online Proficiency Test.
Comments by the Board:- The Independent Directors of the Company possess
requisite qualifications, experience and expertise and hold highest integrity. However,
Mr. Mipan Shah is in process of inclusion of his name in Data Bank of Independent
Directors and Mr. Ratan Karanjia and Mr. Girish Shah has tendered their resignations
w.e.f. 29th May, 2024.
(d) The Company has not filed e-Form MGT-14, to grant loans or give guarantee or
provide security in respect of loans as required under Section 117 read with 179(3) of
the Companies Act, 2013.
Comments by the Board:- The Company will ensure its compliances.
(e) There was a delay in publication of financial result in newspapers and subsequently
delay in submission with stock exchange for the quarter ended June, 2023 and
September 2023.
Comments by the Board:- The Company will ensure its compliances.
24. REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Auditors of the Company have not reported to the
Audit Committee, under section 143(12) of the Companies Act, 2013, any instances of
fraud committed against the Company by its Officers or Employees, the details of which
would need to be mentioned in the Board''s Report.
25. MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments, affecting the financial position of the
Company, which has occurred between the end of the financial year of the Company,
i.e. March 31, 2024 till the date of this Directorsâ Report.
26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
There were no other significant and material orders passed by the regulators/ courts/
tribunals, which may impact the going concern status and the Companyâs operations in
future.
27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
(a) The ratio of the remuneration of each Director to the median employeeâs remuneration
and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are as under:
1. the Ratio of the Remuneration of each Director to the median employeeâs
remuneration, the percentage increase in remuneration of each director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any,
in the financial year
During the year 2023-2024, the Company has only paid remuneration to Ms. Nidhi
Vinodkumar Darak, the Company Secretary of the Company of an amount of Rs.1.8
lakhs and not paid any remuneration to its Directors CFO, and other employees of the
Company. Ms. Nidhi Vinodkumar Darak appointed w.e.f 1st November, 2021, hence
percentage increase in remuneration is not comparable.
2. The percentage increase in the median remuneration of employees in the
financial year and number of permanent employees on the rolls of the Company.
The Company has only paid remuneration to the Company Secretary of the Company
and justification for percentage increase in salary already provided in point no. 1 above.
The Number of permanent employees on the rolls of the Company as on 31st March
2024 is 1(one).
3. Average percentile increase made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the
percentile increase in the managerial remuneration and justification thereof:
The Company has not paid any managerial remuneration and only paid salary to
Company Secretary of the Company, therefore average percentile increase could not
be provided.
4. Affirmation that the remuneration is as per the remuneration policy of the
Company:
The Company has only paid remuneration to Company Secretary of the Company as
per the NRC policy of the Company.
(b) In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the requisite details are as under:
The Company has only paid remuneration to its Company Secretary, the disclosure of
the same areas under:
|
Sr. No. |
Name Director/Key |
Remuneration of Director/KMP |
% increase in |
Ratio of Remuneration of Remuneration of |
|
1 |
NIDHI VINODKUMAR DARAK, Company Secretary |
1.8 |
NA |
28. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
The Company does not have any unpaid/unclaimed amount which is required to be
transferred, under the provisions of Companies Act, 2013 into the Investor Education
and Protection Fund (IEPF) of the Government of India.
29. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The disclosures to be made under Section 134 (3) (m) of the Companies Act, 2013 read
with Rule 8 (3) of the Companies (Accounts) Rules, 2014 by the Company are as under:
(A) Conservation of Energy
(i) The steps taken or impact on conservation of energy:
Though business operation of the Company is not energy-intensive, the
Company, being a responsible corporate citizen, makes conscious efforts to
reduce its energy consumption. The Company has not carried our any business
activities during the year.
(ii) Steps taken by the Company for utilizing alternate source of energy.
Apart from above no other steps were taken as the Company has not carried our
any business activities during the year.
(iii) The capital investment on energy conservation equipment:
There is no capital investment on energy conservation equipment during the year
under review.
(B) Technology Absorption
The Company has not imported any technology during last three years from the
beginning of the financial year. The Company has not incurred any expenditure on
Research and Development during the year under review.
(C) Foreign Exchange Earnings and Outgo
There were neither earnings nor outgo in foreign exchange during the year under
consideration.
30. ANNUAL RETURN
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the
Companies Act, 2013 read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the copy of Annual Return of the Company as on March
31, 2024 is available on the Companyâs website and can be accessed at
https://www.gaekwarmills.in.
31. SECRETARIAL STAN DARD OF ICSI
The Company has complied with the Secretarial Standards on Meeting of the Board of
Directors (SS-1) and General Meetings (SS-2) specified by the Institute of Company
Secretaries of India (ICSI).
32. MAINTENANCE OF COST RECORDS
Maintenance of cost records as prescribed by the Central Government under sub¬
section (1) of Section 148 of the Companies Act 2013 is not applicable to the Company.
33. PREVENTION OF SEXUAL HARASSMENT
Your Company is fully committed to uphold and maintain the dignity of women working
in the Company and has zero tolerance towards any actions which may fall under the
ambit of sexual harassment at workplace. Since, the Company has less than Ten
Employees constitution of Internal Complaints Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not
applicable. Further, during the year the Company has not received any case related to
sexual harassment.
The policy framed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 read with Rules framed thereunder
may be viewed at https://www.gaekwarmills.in.
34. GENERAL DISCLOSURES
The Company has been engaged in the business of manufacturing Fabrics (Textile
Industry), however the said unit was declared sick and to set up fresh unit, clear all
liabilities and pursuant to a Scheme u/s 391 of Companies Act, 1956 sanctioned by
Bombay High Court, Company at present is into development of 60% of its own land at
Bilimora.
Your directors state that no disclosure or reporting is required in respect of the following
matters as there were no transactions on these matters during the year under review:
¦ Neither the Managing Director nor the Whole-time Directors of the Company receive
any remuneration or commission from any of its subsidiaries.
¦ Issue of shares under ESOP scheme
¦ Scheme of provision of money for the purchase of its own shares by employees or
by trustees for the benefit of employees.
¦ Instance of one-time settlement with any Bank or Financial Institution.
¦ Application or proceedings under the Insolvency and Bankruptcy Code, 2016
35. ACKNOWLEDGEMENTS
Your Directors take the opportunity to express our deep sense of gratitude to all users,
vendors, government and non-governmental agencies and bankers for their continued
support in Companyâs growth and look forward to their continued support in the future.
Your Directors would also like to express their gratitude to the shareholders for reposing
unstinted trust and confidence in the management of the Company.
By Order of the Board of Directors
For Gaekwar Mills Limited
Sd/-
Mrs. Shweta Shah
Place: Mumbai Chairman, Whole-time Director & CEO
Date: 13-08-2024 (DIN:- 03287393)
Registered office:
Gaekwar Mills Limited
2/2, Plot - 2, New Sion CHS,
Swami Vallabhdas Marg, Road
No. 24, Sindhi Colony, Sion,
Mumbai - 400022
Tel.:022 24018811
Website: www.gaekwarmills.in
Email: gaekwarmills1928@gmail.com
Mar 31, 2014
Dear Members,
The Directors present their 85th Annual Report and Audited Accounts for
the year ended 31st March, 2014.
Scheme of Compromise/Arrangement
The members are aware, a Scheme of Compromise and / Arrangement between
The Company and its shareholders, creditors and workers under sections
391 to 393 of the Companies Act, 1956 was approved by the Hon. Bombay
High Court on 10th September 2009. The Scheme was further modified by
the orders of the Hon. Bombay High Court dated 6th January 2010, 7th
January 2010, 8th April 2010, 8th February 2013 and 15th January 2014.
Pursuant to sanction of the aforesaid Scheme the Board of Directors has
been constituted for implementing the said scheme.
Accounts for the year ended 31st March 2014
Loss for the year was Rs. 218.24 lakhs which has been added to
Rs.3240.09 lakhs carried forward from the previous year.
Increase in Share Capital
New Equity Shares and Debentures were allotted on 22nd April 2013:
a) Increase in paid-up share capital from Rs 89 lakhs to Rs 200 lakhs
by making preferential allotment to existing Strategic Investor, M/s
Platinum Square Pvt. Ltd. as well as to another Strategic Investor, M/s
Mukesh Babu Financial Services Ltd.
b) Issue of 0% Secured Redeemable Debentures having face value of Rs 5
crores to M/s Mukesh Babu Financial Services Ltd.
Plans for the Company
The Company''s plans for development of an ultra modern township on 60%
of the land at Bilimora are is pending for approval of Billimora
development plan by Government of Gujarat which is expected shortly
after which the work on company''s land will commence may be during the
year 2014/15.
Directors
Mr. Om Dutt Purohit, Director of the Company, retires by rotation at
the ensuing Annual General Meeting. It is proposed to appoint him as an
Independent Director of the Company for a period of five years from the
date of the Annual General Meeting. He is a person of integrity and
possesses relevant expertise and experience. The Board has also opined
that he has fulfilled the conditions specified in Section 149 of the
Companies Act, 2013 and rules made thereunder and that he is
independent of management.
Directors'' Responsibility Statement
"Pursuant to the requirement u/s 217 (2AA) of the Companies Act, 1956,
with respect to Directors'' Responsibility Statement, it is hereby
confirmed:
1. That in the preparation of the Annual Accounts for the financial
year ended 31st March, 2014, the applicable accounting standards have
been followed along with proper explanation relating to material
departures.
2. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the
statement of affairs of the Company at the end of financial year and of
the Loss of the Company for the year under review.
3. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the Companies Act, 1956, for safe guarding the Assets of
the Company and for preventing and detecting fraud and other
irregularities to the best of their knowledge and ability.
4. that the Directors have prepared the accounts for the financial
year ended 31st March, 2014, on a going concern basis, taking into
account the fact that as on date of preparation of the accounts the
Company has been revived and its net worth will turn positive upon
completion of all actions envisaged in the Scheme of Compromise."
Auditors
M/s M. D. Pandya & Associates, Chartered Accountants, the Statutory
Auditors of the Company are due to retire at the ensuing Annual General
Meeting. The Company has received a certificate from the Statutory
Auditors, under 224(l)(b) of the Companies Act, 1956, stating that they
are eligible for re-appointment and the said re-appointment, if made,
will be within the prescribed limits.
Particulars of Employees
Particulars of the employees as required under Section 217(2A) of the
Companies Act, 1956 are not applicable as the Company did not have any
employee during the year. Observations on Remarks in the Auditors''
Report:
The fullest information and explanation of the respective matters have
already been given in the Notes included by your Directors as a part of
Accounts submitted to you for the year under Report as also by the
Auditors themselves in the said Report.
ANNEXURE TO THE DIRECTORS'' REPORT:
(Additional information given in terms of Notification No.1029 of
31-12-1988, issued by the Department of Company Affairs).
No information can be given with regard to Disclosure in respect of
Conservation of Energy Technology Absorption, Foreign Exchange Earnings
and Outgo, etc. as the Company had no operations during the year under
review.
On behalf of the Board of Directors
Om Dutt Purohit Ratan Karanjia
Directors
Registered Office:
Office No. 15, Ground Floor,
Patil Building, 38 West,
Sion West,
Mumbai 400022.
Dated: 30th May, 2014
Mar 31, 2013
To. The Members,
The Directors present their 84th Annual Report and Audited Accounts for
the year ended 31st March, 2013.
Scheme of Compromise/Arrangement
The members are aware, a Scheme of Compromise/Arrangement between
shareholders, creditors and workers of The Gaekwar Mills Ltd (in
liquidation) under sections 391 to 393 of the Companies Act, 1956 was
approved by the Hon. Bombay High Court on 10th September 2009. The
Scheme was further modified by the orders of the Hon. Bombay High Court
dated 6th January 2010, 7,h January 2010 and 8th April 2010. Pursuant
to sanction of the aforesaid Scheme the Board of Directors has been
constituted for implementing the said scheme.
Accounts for the year ended 31st March 2013
Loss for the year was Rs. 144.37 lakhs which has been added to
Rs.3095.72 lakhs carried forward from the previous year.
Increase in Share Capital
The Board had obtained consent of the members by way of Postal Ballot,
to
a) increase the paid-up share capital from Rs 89 lakhs to Rs 200 lakhs
by making preferential allotment to existing Strategic Investor, M/s
Platinum Square Pvt. Ltd. as well as to another Strategic Investor,
M/s.Mukesh Babu Financial Services Ltd. and
b) raise Rs 500 lakhs by issue of 0% Secured Redeemable Debentures to
M/s Mukesh Babu Financial Services Ltd.
By order dated 20lh February 2013, Hon. Justice Jamdar of the Bombay
High Court allowed modification in the original Scheme of
Compromise/Arrangement to allow for raising capital through both these
instruments. The new Equity Shares and Debentures were allotted on
22nd April 2013, shortly after the close of the year under review.
Plans for the Company
The Company''s plans for development of an ultra modern township on 60%
of the land at Bilimora are in the final stages of approval by various
authorities, and it is expected that work will commence during 2013/14.
Directors
Mr. Ratan Noshir Karanjia, Director of the Company, retires by rotation
at the ensuing Annual General Meeting, and being eligible, offers
himself for re-appointment.
Directors'' Responsibility Statement
"Pursuant to the requirement u/s 217 (2AA) of the Companies Act, 1956,
with respect to Directors'' Responsibility Statement, it is hereby
confirmed:
1. that in the preparation of the Annual Accounts for the financial
year ended 31st March, 2013, the applicable accounting standards have
been followed along with proper explanation relating to material
departures.
2. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the
statement of affairs of the Company at the end of financial year and of
the Loss of the Company for the year under review .
3. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the Companies Act, 1956, for safe guarding the Assets of
the Company and for preventing and detecting fraud and other
irregularities to the best of their knowledge and ability.
4. that the Directors have prepared the accounts for the financial
year ended 31st March, 2013, on a going concern basis, taking into
account the fact that as on date of preparation of the accounts the
Company has been revived and its net worth will turn positive upon
completion of all actions envisaged in the Scheme of Compromise."
Auditors
M/s M. D. Pandya & Associates, Chartered Accountants, the Statutory
Auditors of the Company are due to retire at the ensuing Annual General
Meeting. The Company has received a certificate from the Statutory
Auditors, under 224(1 )(b) of the Companies Act, 1956, stating that
they are eligible for re-appointment and the said re-appointment, if
made, will be within the prescribed limits.
Particulars of Employees
Particulars of the employees as required under Section 217(2A) of the
Companies Act, 1956 are not applicable as the Company did not have any
employee during the year.
Observations on Remarks in the Auditors'' Report:
The fullest information and explanation of the respective matters have
already been given in the Notes included by your Directors as a part of
Accounts submitted to you for the year under Report as also by the
Auditors themselves in the said Report.
ANNEXURE TO THE DIRECTORS'' REPORT :
(Additional information given in terms of Notification No.1029 of
31-12-1988, issued by the Department of Company Affairs).
No information can be given with regard to Disclosure in respect of
Conservation of Energy Technology Absorption, Foreign Exchange Earnings
and Outgo, etc. as the Company had no operations during the year under
review.
On behalf of the Board of Directors
Om Dutt Purohit Ratan Karanjia
Directors
Registered Office :
Office No. 15, Ground
Floor, Patil Building,
38 West, Sion West,
Mumbai400022.
Dated: 31s1 May, 2013
Mar 31, 2012
The Directors present their 83rd Annual Report and the Audited Accounts
for the year ended 31st March, 2012.
Scheme of Compromise/Arrangement
The members are aware, a Scheme of Compromise/Arrangement between
shareholders, creditors and workers of The Gaekwar Mills Ltd (in
liquidation) under sections 391 to 393 of the Companies Act, 1956 was
approved by the Hon. Bombay High Court on 10th September 2009. The
Scheme was further modified by the orders of the Hon. Bombay High Court
dated 6th January 2010, 7th January 2010 and 8th April 2010. Pursuant
to sanction of the aforesaid Scheme the Board of Directors has been
constituted for implementing the said scheme.
Accounts for the year ended 31st March 2012
Loss for the year was Rs. 14.97 lakhs which has been added to Rs.
3080.75 lakhs carried forward from the previous year.
Increase in Share Capital
The Board has obtained consent of the members by way of Postal Ballot,
to increase the paid-up share capital from Rs. 89 lakhs to Rs. 200
lakhs by making preferential allotment to existing Strategic Investor,
M/s Platinum Square Pvt. Ltd. as well as to another Strategic Investor,
M/s Mukesh Babu Financial Services Ltd. This issue of capital will be
subject to modification, if any, in the Scheme of
Compromise/Arrangement sanctioned by the Hon. Bombay High Court, for
which steps are being taken.
Plans for the Company
The Company has already drawn up plans for development of an ultra
modern township on 60% of the land at Bilimora. The balance 40% of the
land would be used to set up a modern integrated textile unit.
Directors
Mr. Homi Framroze Mehta, Director of the Company, retires by rotation
at the ensuing Annual General Meeting, and being eligible, offers
himself for re-appointment.
Directors' Responsibility Statement
"Pursuant to the requirement u/s 217 (2AA) of the Companies Act, 1956,
with respect to Directors' Responsibility Statement, it is hereby
confirmed:
1. that in the preparation of the Annual Accounts for the financial
year ended 31st March, 2012, the applicable accounting standards have
been followed along with proper explanation relating to material
departures.
2. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the
statement of affairs of the Company at the end of financial year and of
the Loss of the Company for the year under review .
3. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the Companies Act, 1956, for safe guarding the Assets of
the Company and for preventing and detecting fraud and other
irregularities to the best of their knowledge and ability.
4. that the Directors have prepared the accounts for the financial
year ended 31st March, 2012, on a going concern basis, taking into
account the fact that as on date of preparation of the accounts the
Company has been revived and its net worth will turn positive upon
completion of all actions envisaged in the Scheme of Compromise."
Auditors
M/s M. D. Pandya & Associates, Chartered Accountants, the Statutory
Auditors of the Company are due to retire at the ensuing Annual General
Meeting. The Company has received a certificate from the Statutory
Auditors, under 224(1)(b) of the Companies Act, 1956, stating that they
are eligible for re-appointment and the said re-appointment, if made,
will be within the prescribed limits.
Particulars of Employees
Particulars of the employees as required under Section 217(2A) of the
Companies Act, 1956 are not applicable as the Company did not have any
employee during the year.
Observations on Remarks in the Auditors' Report:
The fullest information and explanation of the respective matters have
already been given in the Notes included by your Directors as a part of
Accounts submitted to you for the year under Report as also by the
Auditors themselves in the said Report.
ANNEXURE TO THE DIRECTORS' REPORT:
(Additional information given in terms of Notification No. 1029 of
31-12-1988, issued by the
Department of Company Affairs).
No information can be given with regard to Disclosure in respect of
Conservation of Energy Technology Absorption, Foreign Exchange Earnings
and Outgo, etc. as the Company had no operations during the year under
review.
On behalf of the Board of Directors
Om Dutt Purohit Ratan Karanjia
Director Director
Registered Office :
Office No. 15, Ground Floor,
Patil Building, 38 West,
Sion West,
Mumbai 400022.
Dated: 31st May, 2012
Mar 31, 2011
The Members,
The Directors present their 82nd Annual Report and the Audited Accounts
for the year ended 31st March, 2011.
Scheme of Compromise/Arrangement
The members are aware, a Scheme of Compromise/Arrangement between
shareholders, creditors and workers of The Gaekwar Mills Ltd (in
liquidation) under sections 391 to 393 of the Companies Act, 1956 was
approved by the Hon. Bombay High Court on 10th September 2009. The
Scheme was further modified by the orders of the Hon. Bombay High Court
dated 6th January 2010, 7th January 2010 and 8th April 2010.
Progress on the implementation of the Scheme of Compromise/Arrangement
During the year under review significant progress was made towards
implementation of the Scheme:
- Secured Creditors were fully paid off. Suits against the Company
pending in the Debts Recovery Tribunals were withdrawn by the
respective Banks and guarantors released from their personal
guarantees.
- Equitable Mortgage was created in favour of Strategic Investor, M/s
Platinum Square Private Limited and registered.
- All statutory liabilities were cleared and 'No Dues' certificates
were received from respective departments.
- Amounts due to workmen as per Scheme were deposited with Mamlatdar,
Gandevi.
- Amounts were paid off to Unsecured Creditors as per Scheme and suits
pending against Company were withdrawn.
- Suspension in trading of Company's equity shares was revoked by
Bombay Stock Exchange.
Accounts for the year ended 31st March 2011
Loss for the year, after providing for interest on Banks' dues, was Rs.
99.34 lakhs which has been added to Rs. 2981.41 lakhs carried forward
from the previous year.
Increase in Share Capital
Shortly after the close of the accounting year, 39,000 equity shares of
Rs 100/- each, totaling to Rs 39 lakhs, were allotted to M/s Platinum
Square Private Limited upon conversion of warrants. Further, the Board
has obtained consent of the members by way of Postal Ballot, to
increase the paid-up share capital from Rs 89 lakhs to Rs 200 lakhs by
making preferential allotment to existing Strategic Investor as well as
to another Strategic Investor, M/s Mukesh Babu Financial Services Ltd.
This issue of capital will be subject to modification, if any, in the
Scheme of Compromise/Arrangement sanctioned by the Hon. Bombay High
Court, for which steps are being taken.
Plans for the Company
The Company has already drawn up plans for development of an ultra
modern township on 60% of the land at Bilimora. The balance 40% of the
land would be used to set-up a modem integrated textile unit.
The development plans for the township were showcased at the Vibrant
Gujarat 2011 Exhibition held in Gandhinagar in January 2011. The
Company has executed a MOU with Government of Gujarat in this respect.
It is expected that construction activity will commence shortly
Directors
Mr. Girishbhai Shah, Director of the Company, retires by rotation at
the ensuing Annual General Meeting, and being eligible, offers himself
for re-appointment.
Directors' Responsibility Statement
"Pursuant to the requirement u/s 217 (2AA) of the Companies Act, 1956,
with respect to Directors' Responsibility Statement, it is hereby
confirmed:
1. That in the preparation of the Annual Accounts for the financial
year ended 31st March, 2011, the applicable accounting standards have
been followed along with proper explanation relating to material
departures.
2. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the
statement of affairs of the Company at the end of financial year and of
the Loss of the Company for the year under review .
3. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the Companies Act, 1956, for safe guarding the Assets of
the Company and for preventing and detecting fraud and other
irregularities to the best of their knowledge and ability.
4. that the Directors have prepared the accounts for the financial year
ended 31st March, 2011, on a going concern basis, taking into account
the fact that as on date of preparation of the accounts the Company has
been revived and its net worth will turn positive upon completion of
all actions envisaged in the Scheme of Compromise."
Auditors
M/s M. D. Pandya & Associates, Chartered Accountants, the Statutory
Auditors of the Company are due to retire at the ensuing Annual General
Meeting. The Company has received a certificate from the Statutory
Auditors, under 224(1 )(b) of the Companies Act, 1956, stating that
they are eligible for re-appointment and the said reappointment, if
made, will be within the prescribed limits.
Particulars of Employees
Particulars of the employees as required under Section 217(2A) of the
Companies Act, 1956 are not applicable as the Company did not have any
employee during the year.
Observations on Remarks in the Auditors' Report:
The fullest information and explanation of the respective matters have
already been given in the Notes included by your Directors as a part of
Accounts submitted to you for the year under Report as also by the
Auditors themselves in the said Report.
ANNEXURE TO THE DIRECTORS' REPORT:
(Additional information given in terms of Notification No.1029 of
31-12-1988, issued by the Department of Company Affairs).
No information can be given with regard to Disclosure in respect of
Conservation of Energy Technology Absorption, Foreign Exchange Earnings
and Outgo, etc. as the Company had no operations during the year under
review.
On behalf of the Board of Directors
Om Dutt Purohit Ratan Karanjia
Directors
Registered Office :
Office No. 15, Ground Floor,
Patil Building, 38
West, Sion West,
Mumbai 400022.
Dated: 27th May, 2011
Mar 31, 2010
The Directors present their 81st Annual Report and the Audited Accounts
for the year ended 31st March, 2010.
Scheme nf Compromise/Arrangement
As informed to members in earlier Annual Reports, the petition for
winding up of the Company was admitted by the Bombay High Court on 14th
October 2004. The winding up petition came up for hearing on 4th
February 2008, when die Court ordered the Company to be wound up and
appointed The Official Liquidator of the Court as the Liquidator of the
Company.
While the Company was under liquidation, Homi F Mehta and Khurshcd K
Kotwal, erstwhile directors and shareholders of the Company, filed
before the Bombay High Court a Scheme of Compromise/Arrangement between
shareholders, creditors and workers of The Gaekwar Mills Ltd (in
liquidation) under sections 391 to 393 of the Companies Act, 1956.
Statutory meetings were held on 25" September 2008 and after several
hearings, the Scheme was finally
. approved by the Hon. High Court on 10th September 2009. The Scheme was
further modified by the orders of the Hon. Bombay High Court dated 6th
January 2010, 7th January 2010 and 8thApril 2010.
With the sanction of the Scheme by the Court the earlier winding up
order has been stayed and the Company became operational once again.
Progress on the implementation of the Scheme of Compromise/ Arrangement
Satisfactory progress has been made in the implementation of the Scheme
of Compromise/Arrangement sanctioned by the Hon. Bombay High Court.
The Company has allotted 3000 Secured Redeemable Debentures of Rs.
1,00,000 each, to Platinum Square Pvt ltd. the Strategic Investor and
the amount paid by them on the above Debentures upto 31* March 2010 was
Rs. 9,63,00,000.
The monies received on the Debentures as above have been deployed in
paying the amounts due in respect of the liabilities to Secured
Creditors, Central and State Govts, Local Authorities and Local bodies,
as determined by the Scheme of Compromise/Arrangement.
Accounts for the year ended 31thMarch 2010
Loss for the year, after providing for interest on Banks dues, was
Rs.1.60 crores which has been added to Rs. 28.21 crores carried forward
from the previous year.
Plana for the Company
Once all the legal and other required formalities for the revival of
the Company are completed, your Company would draw up plans for the
development of 60% of the land at Billimora. The balance 40% of the
land would be used to set- up a modem integrated textile unit. The
Company has already had an initial feasibility/viability survey done
for the development of the land for housing purposes. "The survey was
carried out by Tata Strategic Management Group. You will be pleased to
know that the initial results of the survey are very encouraging.
Further your company would shortly be initiating steps to Restore
trading in the scrip on the Stock Exchange, which has been suspended
for a long time.
Directors
Mr. Homi F Mchtn, Mr. Rntan N karonjin, Mr. Om Dutt Purohit and Mr.
Girishbhai Shah are seeking re-appointment/appointment at the 79th
Annual General Meeting of the members of the company which is being
convened on the same day as the ensuing Annual General Meeting,
Mr. Ratan N Karanjia, Director of the Company retires by rotation at
the 80th Annual General Meeting which is being convened on the same day
as the ensuing Annual General Meeting, and being eligible, offers
himself for re- appointment.
Mr. Om Dutt Purohit, Director of the Company, retires by rotation at
the ensuing Annual General Meeting, and being eligible, offers himself
for re- appointment.
Directors Responsibility Statement
"Pursuant to the requirement u/s 217 (2AA) of the Companies Act, 1956,
with respect to Directors Responsibility Statement, it is hereby
confirmed:
1. that in the preparation of the Annual Accounts for the financial
year ended 31st March, 2010, the applicable accounting standards have
been followed along with proper explanation relating to material
departures.
2. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the
statement of affairs of the Company at the end of financial year and of
the Loss of the Company for the year under review.
3. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the Companies Act, 1956, for safe guarding the Assets of
the Company and for preventing and detecting fraud and other
irregularities to the best of their knowledge and ability.
4. that the Directors have prepared the accounts for the financial
year ended 31st March, 2010, on a going concern basis, talcing into
account the fact that as on date of preparation of die accounts die
Company has been revived and its net worth will turn positive upon
completion of all actions envisaged in the Scheme of Compromise.
* Auditors
M/s M. D. Pandya & Associates, Chartered Accountants, the Statutory
Auditors of the Company are due to retire at the ensuing Annual General
Meeting. The Company has received a certificate from the Statutory
Auditors, under 224(IXb) of the Companies Act, 1956, stating that they
are eligible for re-appointment and the said re-appointment, if made,
will be within the prescribed limits.
Particulars of Employees
Particulars of the employees as required under Section 217(2 A) of the
Companies Act, 1956 are not applicable as the Company did not have any
employee during the year.
Observations on Remarks in the Auditors Report:
The fullest information and explanation of the respective matters have
already been given in the Notes included by your Directors as a part of
Account submitted to you for the year under Report as also by the
Auditors themselves in the said Report.,
AWKWRE TO THE DIRECTORS REPORT
(Additional information given in terms of Notification No. 1029 of
31-12-1988, issued by the Department of Company Affairs).
No information can be given with regard to Disclosure in respect of
Conservation of Energy Technology Absorption, Foreign Exchange Earnings
and Outgo, etc. since the Mills were closed during the year under
Report.
On behalf of the Board of Directors
Homi F Mehta
Chairman
Registered Office
No.6 Vardhaman Apartment,
L.T. Road, Dahisar (West)
Mumbai 400 068.
Dated: 13th May. 2010
Mar 31, 2009
The Directors present their 80th Annual Report and the Audited Accounts
for the year ended 31st March, 2009.
As informed to members in earlier Annual Reports, the petition for
winding up of the Company was admitted by the Bombay High Court on 14th
October 2004. The winding up petition came up for hearing on 4th
February 2008, when the Court ordered the Company to be wound up and
appointed The Official Liquidator of the Court as the Liquidator of the
Company.
While the Company was under liquidation, Homi F Mehta and Khurshed K
Kotwal, erstwhile directors and shareholders of the Company, filed
before the Bombay High Court a Scheme of Compromise/Arrangement between
shareholders, creditors and workers of The Gackwar Mills Ltd (in
liquidation) under sections 391 to 393 of the Companies Act, 1956.
Statutory meetings were held on 25th September 2008 and after several
hearings, the Scheme was finally approved by the Hon. High Court on
10th September 2009. The Scheme was further modified by the orders of the
Hon. Bombay High Court dated 6th January 2010, 7th January 2010 and
8th April 2010.
With the sanction of die Scheme by the Court the earlier winding up
order has been stayed and the Company became operational once again.
Accounts for the year ended 31st March 2009
As the Company was under liquidation during the entire period I April
2008 to 31st March 2009 there was no commercial activity. Loss for the
year, after providing for interest on Banks dues, was Rs. 1.19 crores
which has been added to Rs. 27.02 crores carried forward from the
previous year.
Directors
Mr. Homi F Mehta, Mr. Ratan N Karanjia, Mr. Om Dun Purohit and Mr.
Girishbhai Shah are seeking re-appointment/appointnwnt at the 79*
Annual General Meeting of the members of the company which is being
convened on the same day as the ensuing Annual General Meeting.
Mr. Ratan N Karanjia, Director of the Company, retires by rotation at
the ensuing Annual General Meeting, and being eligible, offers himself
for re-appointment.
Directors Responsibility Statement
"Pursuant to the requirement u/s 217 (2AA) of the Companies Act, 1956,
with respect to Directors Responsibility Statement, it is hereby
confirmed:
1. that in the preparation of the Annual Accounts for die financial
year ended 31* March, 2009, die applicable accounting standards have
been followed along with proper explanation relating to material
departures.
2. that the Directors have selected such accounting policies and
applied diem consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of die
statement of affairs of the Company at the end of financial year and of
the Loss of the Company for die year under review.
3 that the Directors have taken proper and sufficient car* for the
maintenance of adequate accounting records in accordance with
provisions of die Companies Act, 1956, for safe guarding the Assets of
the Company and for preventing and detecting fraud and odier
irregularities to die beat of their knowledge and ability.
4 that the Directors have prepared the accounts for die financial year
ended 31st March, 2009, on a going concern basis, taking into account
the fact that as on date of preparation of the accounts the Company hat
been revived and its net worth will turn positive upon completion of
all actions envisaged in die Scheme of Compromise.
Auditors
M/s M. D. Pandya & Associates. Chartered Accountants, die Statutory
Auditors of the Company are due to retire at die ensuing Annual General
Meeting. The Company has received a certificate from die Statutory
Auditors, under 224(lXb) of die Companies Act, 1956, stating mat they
are eligible for re-appointment and die said re-appointment, if made,
will be within die prescribed limits.
Particulars of Employees
Particulars of die employees as required under Section 217(2A) of die
Companies Act, 1956 are not provided as die Company did not have any employee
during the year.
Observations on Remarks in the Auditors Report:
The fullest information and explanation of die respective matters have
already been given in die Notes included by your Directors as a part of
Account submitted to you for die year under Report as also by die
Auditors dwmselves in die said Report.
ANNEXURE TO THE DIRECTORS REPORT:
(Additional information given in terms of Notification No. 1029 of
31-12-1988, issued by die Department of Company Affairs).
No information can be given wiA regard to Disclosure in respect of
Conservation of Energy Technology Absorption, Foreign Exchange Earning*
and Outgo, etc since die Mills were closed during the year under
Report.
On behalf of the Board of Directors
Homi F Mehta
Chairman
Registered Office:
No.6 Vardhaman Apartment,
L.T. Road, Dahisar (West)
Mumbai400068.
Dated: 13th May, 2010.
Mar 31, 2008
There has been no commercial activity in the Company since closure of
the Mills. On 4th February, 2008 the Company was wound up by an order
passed by the Hon. Bombay High Court. Subsequently, on 10th September,
2009, the Hon. Bombay High Court accorded sanction to a Scheme of
Compromise/Arrangement under section 391 to 393 of the Companies Act,
I9S6, for the revival of the Company and has stayed the Winding-up
order dated 4,th February 2008.
Corporate Governance Report for the year ended 31st March 2008
Board of Directors
- During the year 1st April 2007 to 31st March 2008 the composition of
the Board was as follows:
Director Executive/Non-Executive/Independent
Mr. Homi F. Mehta Chairman - Non-Executive & Promoter
Mr. N.O. Parekh Special Director nominated by BIFR
Non-Executive & Independent
He ceased to be a director from 4th February 2008, upon the Company
being wound up by order of the Court.
Mr. Khurshed K. Executive Director
Kotwal He expired on 14th April, 2009.
Subsequently, Mr. Ratan N. Karanjia and Mr. Om Dutt Purohit were
appointed as additional directors on 9th October 2009. Mr. Girishbhai
Shah was appointed as additional director on 17th March 2010.
Name Attendance Other Directorships
of Director Board AGM Director Committee
Mr. Homi F Mehta 4 No 2 1
Mr. N. O. Parekh nil No n.a n.a
Mr. Khurshed.
K. Kotwal 4 Yes none none
The other directorships excludes the directorship of private companies.
No sitting fees or other remuneration was paid to any director.
1. No. of Board Meetings held and dates
During F.Y. 2007-08 four Board Meetings were held on the following
dates:
18th June 2007, 29th August 2007, 20th December 2007 and 4th February
2008.
2. Committees of the Board
As no activity was undertaken by the Company during the year no
Committees of the Board were set up.
3. Means of Communication
The Company communicates with shareholders through the postal service
only.
4. Disclosures
A. During the year there were no financial and commercial transactions
where management had personal interest that may have a potential
conflict with the interest of the Company at large.
B. Owing to non- payment of listing fees and non-supply of mandatory
information the Companys listing has been suspended by The Stock
Exchange, Mumbai.
C. No. of shares held by non-executive directors: Mr. Homi F. Mehta 548
shares
D. As the Companys operations had completely closed down and there
were no staff reporting, the Company was unable to comply with any of
the mandatory requirements of Clause 49 (Corporate Governance) of the
Listing Agreement within the stipulated time. However, the Company has
given an undertaking to the Hon. Bombay High Court at the time of
approval of the Scheme of Compromise that it,will comply with the
stipulated requirements of the Stock Exchange before suspension of
trading in equity shares of the Company is lifted.
5. General Shareholder Information
AGM for Financial Year 1st April 2007 to 31st March 2008 could not be
convened as the Company was taken into liquidation before close of the
financial year.
Dates of Book Closure 28th ,June,2010 To 30th ,June,2010
Dividend Payment Date No dividend declared
Listing on Stock Exchange Mumbai ( presently suspended)
Stock Code 502850
Demat ISIN Numbers Shares not dematerialized
Market Price Data No transactions as scrip was suspended
Share Transfer System Share transfers are handled by the
Company itself. Share transfers are
registered and returned within the
stipulated period from the date of
receipt, if the documents are clear in
all respects.
Land Location Bilimora, District Navsari, Gujarat
Address for Correspondence
Link Intime India Pvt Ltd.,
(Unit: The Gaekwar Mills Ltd)
C-13 Pannalal Silk Mills Compound,
L.B.S. Marg, Bhandup(West),
Mumbai-400 078.
6. Details of Directors being appointed/re-appointed
Mr. Homi F. Mehta, Director, retires by rotation and, being eligible,
offers himself for re-appointment.
Mr. Ratan N Karanjia and Mr. Om Dutt Purohit were appointed as
additional directors on 9th October 2009. Mr. Girishbhai Shah was
appointed as additional director on 17th March 2010. Pursuant to
section 260 of the Companies Act, 1956, the additional directors shall
hold office upto the date of the ensuing Annual General Meeting. All
the three directors offer themselves for election at the ensuing Annual
General Meeting.
The brief profile of the directors being appointed/re-appointed are
given in the Notice convening the ensuing Annual General Meeting of the
Company.
7. General Body Meetings
F.Y. AGM/EGM Location Date Time
2003-04 AGM Mehta House, 79/91 30/09/04 4 pm
Mumbai Samachar Marg,
Mumbai 400001
2004-05 AGM do 30/09/05 5 pm
2005-06 AGM do 29/09/06 5 pm
2006-07 AGM do 28/09/07 5 pm
At all four AGMs resolutions regarding adoption of Directors Report,
Auditors Report and Accounts and appointment of Auditors were not taken
up for consideration, and accordingly the meetings were adjourned sine
die.
Adjourned Annual General Meetings for all four years were held on if1
March 2010, where resolutions for the adoption of the Directors
Reports, Auditors Report and Accounts and appointment of Auditors for
these four years were presented and duly passed.
Mar 31, 2007
The Directors present their 78th Annual Report and the Audited Accounts
for the year ended 31st March, 2007.
Adjourned Annual General Meeting
The Members are aware that the Mill stopped working from the lOth June,
1986. Thereafter the staff at the Bombay office also gradually stopped
attending office, and after 2001, in spite of best endeavours of the
Directors, it was not possible to get the annual accounts completed and
sent for audit. Accordingly, the 75th Annual General Meeting held on
28th September 2007 was adjourned without consideration and adoption of
Directors Report and Audited Statement of Accounts for the year ended
31st March 2007 and appointment of Auditors.
Events after 2006-07
As informed to members in earlier Annual Reports, the petition for
winding up of the Company was admitted by the Bombay High Court on 14th
October 2004. The winding up petition came up for hearing oh 4th
February 2008, when the Court ordered the Company to be wound up and
appointed The Official Liquidator of the Court as the Liquidator of the
Company. While the Company was under liquidation, Homi F Mehta and
Khurshed K Kotwal, erstwhile directors and shareholders of the Company,
filed before the Bombay High Court a Scheme of Compromise/Arrangement
between the company and the shareholders, creditors and workers of The
Gaekwar Mills Ltd (in liquidation) under sections 391 to 393 of the
Companies Act, 1956. Hon. Bombay High Court convened meetings in this
regard to ascertain the wishes of the shareholders, creditors and
workers all on 25th September 2008 and after several hearings, the
Scheme was finally sanctioned by the Hon. Bombay High Court on 10th
September 2009. Thereafter a copy of this order was filed on 9th
October 2009 with the Registrar of Companies and the scheme came into
effect from 9th October 2009.
With the Scheme coming into effect the earlier winding up order has
been stayed and the Company became operational once again.
The scheme was further modified by the orders of the Hon. Bombay High
Court dated 6th January 2010 and 7* January 2010.
Scheme of Compromise/Arrangement
Salient features of the Scheme sanctioned by the Hon. Bombay High
Court and progress in implementation are included in this booklet.
Accounts for the year ended 31" March 2007
During the year under review there was no significant activity. Loss
for the year was Rs. 9,945/- which has been added to Rs 27.02 Crores
carried forward from previous year.
Directors
Mr. Khurshed K. Kotwal, Director of the Company, retired by rotation
and was duly re-elected at the Annual General Meeting held on 29th
September 2007.
Mr. Ratan N. Karanjia and Mr. Om Dutt Purohit were appointed as
additional directors on 9"1 October 2009.
Directors Responsibility Statement "Pursuant to the requirement u/s
217 (2AA) of the Companies Act, 1956, with respect to Directors
Responsibility Statement, it is hereby confirmed:
1. that in the preparation of the Annual Accounts for the financial
year ended 31" March, 2007, the applicable accounting standards have
been followed along with proper explanation relating to material
departures.
2. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the
statement of affairs of the Company at the end of financial year and of
the Loss of the Company for the year under review:
3. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the Companies Act, 1956, for safe guarding the Assets of
the Company and for preventing and detecting fraud and other
irregularities to the best of their knowledge and ability.
4. that the Directors have prepared the accounts for the financial
year ended 31st March, 2007, on a going concern basis, taking into
account the fact that as on date of preparation of the accounts the
Company has been revived and its net worth will turn positive upon
completion of all actions envisaged in the Scheme of Compromise."
Auditors
M/s M. D. Pandya & Associates, Chartered Accountants, the Statutory
Auditors of the Company are due to retire at the ensuing Annual General
Meeting. The Company has received a certificate from the Statutory
Auditors, under 224(1 )(b) of the Companies Act, 1956, stating that
they are eligible for re- appointment and the said re-appointment, if
made, will be within the prescribed limits.
Particulars of Employees
Particulars of the employees as required under Section 217(2A) of the
Companies Act, 1956 are not applicable as the Company did not have any
employee during the year.
Observations on Remarks in the Auditors Report: The fullest
information and explanation of the respective matters have already been
given in the Notes included by your Directors as a part of Account
submitted to you for the year under Report as also by the Auditors
themselves in the said Report.
(Additional information given in terms of Notification No. 1029 of
31-12-1988, issued by the Department of Company Affairs).
No information can be given with regard to Disclosure in respect of
Conservation of Energy Technology Absorption, Foreign Exchange Earnings
and Outgo, etc. since the Mills were closed during the year under
Report.
On behalf of the Board of Directors
Hornl F Mehta
Chairman
Registered Office:
N0.6 Vardhaman Apartment,
L. T. Road, Dahisar (West)
Mumbai 400 068.
Dated: 15th day of February 2010.
Mar 31, 2006
The Directors present their 77th Annual Report and the Audited Accounts
for the year ended 31st March, 2006. Adjourned Annual General Meeting
The Members are aware that the Mill stopped working from the 10th June,
1986. Thereafter the staff at the Bombay office also gradually stopped
attending office, and after 2001, in spite of best endeavours of the
Directors, it was not possible to get the annual accounts completed and
sent for audit. Accordingly, the 77th Annual General Meeting held on
29th September 2006 was adjourned without consideration and adoption of
Directors Report and Audited Statement of Accounts for the year ended
31st March 2006 and appointment of Auditors.
Events after 2005-06
As informed to members in earlier Annual Reports, the petition for
winding up of the Company was admitted by the Bombay High Court on 14"1
October 2004. The winding up petition came up for hearing on 4m
February 2008, when the Court ordered the Company to be wound up and
appointed The Official Liquidator of the Court as the Liquidator of the
Company.
While the Company was under liquidation, Homi F Mehta and Khurshed K
Kotwal, erstwhile directors and shareholders of the Company, filed
before the Bombay High Court a Scheme of Compromise/Arrangement between
the company and the shareholders, creditors and workers of The Gaekwar
Mills Ltd (in liquidation) under sections 391 to 393 of the Companies
Act, 1956.
Hon. Bombay High Court convened meetings in this regard to ascertain
the wishes of the shareholders, creditors and workers all on 25lh
September 2008 and after several hearings, the Scheme was finally
sanctioned by the Hon. Bombay High Court on 10 September 2009.
Thereafter a copy of this order was filed on 9th October 2009 with the
Registrar of Companies and the scheme came into effect from 9* October
2009.
With the Scheme coming into effect the earlier winding up order has
been stayed and the Company became operational once again.
The scheme was further modified by the orders of the Hon. Bombay High
Court dated 6lh January 2010 and f January 2010.
Scheme of Compromise/Arrangement
Salient features of the Scheme sanctioned by the Hon. Bombay High
Court and progress in implementation ant Included in this booklet.
Account* for the year ended 31st March 2006
During the year under review there was no significant activity. Loss
for the year was Ra.2,37,621/- which has been added to Rs 26.99 crorea
carried forward from previous year,
Directors
Mr. Homi F. Mehta, Director of the Company, retired by rotation and was
duly re-elected at the Annual General Meeting held on 29th September
2006.
Mr. Ratan N. Karanjia and Mr. Om Dutt Purohit were appointed as
additional directors on 9th October 2009.
Directors Responsibility Statement
"Pursuant to the requirement u/s 217 (2AA) of the Companies Act, 1956,
with respect to Directors Responsibility Statement, it is hereby
confirmed:
1. that in the preparation of the Annual Accounts for the financial
year ended 31st March, 2006, the applicable accounting standards have
been followed along with proper explanation relating to material
departures.
2. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the
statement of affairs of the Company at the end of financial year and of
the Loss of the Company for the year under review:
3. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the Companies Act, 1956, for safe guarding the Assets of
the Company and for preventing and detecting fraud and other
irregularities to the best of their knowledge and ability.
4. that the Directors have prepared the accounts for the financial
year ended 31st March, 2006, on a going concern basis, taking into
account the fact that as on date of preparation of the accounts the
Company has been revived and its net worth will turn positive upon
completion of all actions envisaged in the Scheme of Compromise."
Auditors M/s M. D. Pandya & Associates, Chartered Accountants, the
Statutory Auditors of the Company are due to retire at the ensuing
Annual General Meeting. The Company has received a certificate from
the Statutory Auditors, under 224(1 )(b) of the Companies Act, 1956,
stating that they are eligible for re- appointment and the said
re-appointment, if made, will be within the prescribed limits.
Particulars of Employees
Particulars of the employees as required under Section 217(2A) of the
Companies Act, 1956 are not applicable as the Company did not have any
employee during the year.
Observations on Remarks in the Auditors Report:
The fullest information and explanation of the respective matters have
already been given in the Notes Included by your Directors as a part of
Account submitted to you for the year under Report as also by the
Auditors themselves in the said Report.
ANNEXURE TO THE DIRECTORS REPORT: (Additional information given in
terms of Notification No.1029 of 31-12-1988, Issued by the Department
of Company Affairs).
No Information can be given with regard to Disclosure In respect of
Conservation of Energy Technology Absorption, Foreign Exchange Earnings
and Outgo, etc. since the Mills ware closed during the year under
Report,
On behalf of the Board of Directors
Homi F Mehta
Chairman
Registered Office:
No.6 Vardhaman Apartment,
L. T. Road, Dahisar (West)
Mumbai400068.
Dated: 15th day of February 2010.
Mar 31, 2005
The Directors present their 76th Annual Report and the Audited Accounts
for the year ended 31st March, 2005.
Adjourned Annual General Meeting
The Members are aware that the Mill stopped working from the 10th June,
1986. Thereafter the staff at the Bombay office also gradually stopped
attending office, and after 2001, in spite of best endeavours of the
Directors, it was not possible to get the annual accounts completed and
sent for audit. Accordingly, the 76th Annual General Meeting held on
30th September 2005 was adjourned without consideration and adoption of
Directors Report and Audited Statement of Accounts for the year ended
31st March 2005 and appointment of Auditors.
Events after 2004-05
As informed to members in earlier Annual Reports, the petition for
winding up of the Company was admitted by the Bombay High Court on 14*
October 2004. The winding up petition came up for hearing on 4th
February 2008, when the Court ordered the Company to be wound up and
appointed The Official Liquidator of the Court as the Liquidator of the
Company. While the Company was under liquidation, Homi F Mehta and
Khurshed K Kotwal, erstwhile directors and shareholders of the Company,
filed before the Bombay High Court a Scheme of Compromise/Arrangement
between the company and the shareholders, creditors and workers of The
Gaekwar Mills Ltd (in liquidation) under sections 391 to 393 of the
Companies Act, 1956. Hon. Bombay High Court convened meetings in this
regard to ascertain the wishes of the shareholders, creditors and
workers all on 25th September 2008 and after several hearings, the
Scheme was finally sanctioned by the Hon. Bombay High Court on 10th
September 2009. Thereafter a copy of this order was filed on 9th
October 2009 with the Registrar of Companies and the scheme came into
effect from 9th October 2009.
With the Scheme coming into effect the earlier winding up order has
been stayed and the Company became operational once again.
The scheme was further modified by the orders of the Hon. Bombay High
Court dated 6th January 2010 and 7th January 2010.
Scheme of Compromise/Arrangement
Salient features of the Scheme sanctioned by the Hon. Bombay High
Court and progress in implementation are included in this booklet.
Accounts for the year ended 31st March 2005
During the year under review there was no significant activity. Loss
for the year was Rs. 1,44,963/- which has been added to Rs 26.98 crores
carried forward from previous year.
Directors
Mr. Rasheed A. Maskati, Director of the Company, resigned from
directorship on 6th June 2003. The directors place on record the
valuable guidance provided by Mr. Maskati to the Company during his
tenure.
Mr. Homi F. Mehta, Director of the Company, retired by rotation and was
duly re-elected at the Annual General Meeting held on 30th September
2004. Mr. Ratan N. Karanjia and Mr. Om Dutt Purohit were appointed as
additional directors on 9th October 2009.
Directors Responsibility Statement
"Pursuant to the requirement u/s 217 (2AA) of the Companies Act, 1956,
with respect to Directors Responsibility Statement, it is hereby
confirmed:
1. that in the preparation of the Annual Accounts for the financial
year ended 31st March, 2004, the applicable accounting standards have
been followed along with proper explanation relating to material
departures.
2. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the
statement of affairs of the Company at the end of financial year and of
the Loss of the Company for the year under review:
3. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the Companies Act, 1956, for safe guarding the Assets of
the Company and for preventing and detecting fraud and other
irregularities to the best of their knowledge and ability.
4. that the Directors have prepared the accounts for the financial
year ended 31" March, 2004, on a going concern basis, taking into
account the fact that as on date of preparation of the accounts the
Company has been revived and its net worth will turn positive upon
completion of all actions envisaged in the Scheme of Compromise."
Auditors
M/s M. D. Pandya & Associates, Chartered Accountants, the Statutory
Auditors of the Company are due to retire at the ensuing Annual General
Meeting. The Company has received a certificate from the Statutory
Auditors, under 224(1 )(b) of the Companies Act, 1956, stating that
they are eligible for re-appointment and the said re-appointment, if
made, will be within the prescribed limits.
Particulars of Employees
Particulars of the employees as required under Section 217(2A) of the
Companies Act, 1956 are not applicable as the Company did not have any
employee during the year.
Observations on Remarks in the Auditors Report:
The fullest information and explanation of the respective matters have
already been given in the Notes included by your Directors as a part of
Account submitted to you for the year under Report as also by the
Auditors themselves in the said Report.
ANNEXURE TO THE DIRECTORS REPORT: (Additional information given in
terms of Notification No. 1029 of 31-12-1988, issued by the Department
of Company Affairs).
No information can be given with regard to Disclosure in respect of
Conservation of Energy Technology Absorption, Foreign Exchange Earnings
and Outgo, etc. since the Mills were closed during the year under
Report.
On behalf of the Board of Directors
Homi F Mehta
Chairman
Registered Office:
No.6 Vardhaman Apartment,
L. T. Road, Dahisar (West)
Mumbai 400 068.
Dated: 15th day of February 2010.
Mar 31, 2004
The Directors present their 75th Annual Report and the Audited Accounts
for the year ended 31st March, 2004.
Adjourned Annual General Meeting The Members are aware that the Mill
stopped working from the 10th June, 1986. Thereafter the staff at the
Bombay office also gradually stopped attending office, and after 2001,
in spite of best endeavours of the Directors, it was not possible to
get the annual accounts completed and sent for audit. Accordingly, the
75th Annual General Meeting held on 30th September 2004 was adjourned
without consideration and adoption of Directors Report and Audited
Statement of Accounts for the year ended 31st March 2004 and
appointment of Auditors.
Events after 2003-04
As informed to members in earlier Annual Reports, the petition for
winding up of the Company was admitted by the Bombay High Court on 14th
October 2004. The winding up petition came up for hearing on 4th
February 2008, when the Court ordered the Company to be wound up and
appointed The Official Liquidator of the Court as the Liquidator of the
Company.
While the Company was under liquidation, Homi F Mehta and Khurshed K
Kotwal, erstwhile directors and shareholders of the Company, filed
before the Bombay High Court a Scheme of Compromise/Arrangement between
the company and the shareholders, creditors and workers of The Gaekwar
Mills Ltd (in liquidation) under sections 391 to 393 of the Companies
Act, 1956. Hon. Bombay High Court convened meetings in this regard to
ascertain the wishes of the shareholders, creditors and workers all on
25" September 2008 and after several hearings, the Scheme was finally
sanctioned by the Hon. Bombay High Court on 10th September 2009.
Thereafter a copy of this order was filed on 9th October 2009 with the
Registrar of Companies and the scheme came into effect from 9th October
2009.
With the Scheme coming into effect the earlier winding up order has
been stayed and the Company became operational once again.
The scheme was further modified by the orders of the Hon. Bombay High
Court dated 6th January 2010 and 7th January 2010.
Scheme of Compromise/Arrangement
Salient features of the Scheme sanctioned by the Hon. Bombay High
Court and progress in implementation are included in this booklet.
Accounts for the year ended 31st March 2004
During the year under review there was no significant activity. Loss
for the year was Rs. 17,490, which has been added to Rs 26.98 crores
carried forward from previous year.
Directors
Mr. Rasheed A. Maskati, Director of the Company, resigned from
directorship on 6th June 2003. The directors place on record the
valuable guidance provided by Mr. Maskati to the Company during his
tenure.
Mr. Homi F. Mehta, Director of the Company, retired by rotation and was
duly re-elected at the Annual General Meeting held on 30th September
2004.
Mr. Ratan N. Karanjia and Mr. Om Dutt Purohit were appointed as
additional directors on 9th October 2009.
Directors Responsibility Statement
"Pursuant to the requirement u/s 217 (2AA) of the Companies Act, 1956,
with respect to Directors Responsibility Statement, it is hereby
confirmed:
1. that in the preparation of the Annual Accounts for the financial
year ended 31st March, 2004, the applicable accounting standards have
been followed along with proper explanation relating to material
departures.
2. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the
statement of affairs of the Company at the end of financial year and of
the Loss of the Company for the year under review:
3. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the Companies Act, 1956, for safe guarding the Assets of
the Company and for preventing and detecting fraud and other
irregularities to the best of their knowledge and ability.
4. that the Directors have prepared the accounts for the financial
year ended 31st March, 2004, on a going concern basis, taking into
account the fact that as on date of preparation of the accounts the
Company has been revived and its net worth will turn positive upon
completion of all actions envisaged in the Scheme of Compromise."
Auditors
M/s M. D. Pandya & Associates, Chartered Accountants, the Statutory
Auditors of the Company are due to retire at the ensuing Annual General
Meeting. The Company has received a certificate from the Statutory
Auditors, under 224(1)(b) of the Companies Act, 1956, stating that they
are eligible for re-appointment and the said re-appointment, if made,
will be within the prescribed limits.
Particulars of Employees
Particulars of the employees as required under Section 217(2A) of the
Companies Act, 1956 are not applicable as the Company did not have any
employee during the year.
Observations on Remarks in the Auditors Report:
The fullest information and explanation of the respective matters have
already been given in the Notes included by your Directors as a part of
Account submitted to you for the year under Report as also by the
Auditors themselves in the said Report.
ANNEXURE TO THE DIRECTORS REPORT: (Additional information given in
terms of Notification No. 1029 of 31-12-1988, issued by the Department
of Company Affairs).
No information can be given with regard to Disclosure in respect of
Conservation of Energy Technology Absorption, Foreign Exchange Earnings
and Outgo, etc. since the Mills were closed during the year under
Report.
On behalf of the Board of Directors
Homi F Mehta
Chairman
Registered Office:
No.6 Vardhaman Apartment,
L. T. Road, Dahisar (West)
Mumbai 400 068.
Dated: 15th day of February 2010.
Mar 31, 2001
The Directors present their 72nd Annual Report and the Audited Accounts
for the year ended 31st March, 2001 The Members are aware that the Mill
stopped working from the 10th June, 1986. The Company has incurred a
loss of Rs.738.74 lacs for the year under report, of which Rs. 638.21
lacs is on account of interest. The efforts for implementation of the
Sanctioned Scheme was continued and the Company sold part of its idle
assets, towards payment of Company, liabilities to employees dues. The
Company, has been making several efforts in negotiating for Forex and
Indian Rupee Loan as well as making efforts for negotiations with
certain companies for a Housing Project, which is at the advanced
stage.
Further, repayment of dues of the Banks and Financial Institution, the
company continued its efforts for sale of surplus land preferably in
one block depending upon the proposal, from prospective buyers.
However, in this efforts the Company required some time, but the AAIFR
did not allow further time to the company and recommended that the
Company be wound up. The Company had, however, appealed to the High
Court of Gujarat for relief inter alia for staying orders of the AAIFR
and to remand the case back to AAIFR for fresh consideration of the
companys proposal;. The High Court of Gujarat has stayed the order of
AAIFR. DIRECTOR
Shri Rasheed A. Maskati, Director of the Company retires by rotation,
but being eligible, offer himself for re- appointment.
Director responsibility statement
"Pursuant to the requirement u/s 217 (2AA) of the Companies Act, 1956,
with respect to Directors Responsibility Statement, it is hereby
confirmed:
1. that in the preparation of the Annual Accounts for the financial
year ended 31s1 March, 2001, the applicable accounting standards have
been followed along with proper explanation relating to material
departures:
2. that the Directors have selected such accounting policies and
applied them consistently and made judgements and estimates that were
reasonable and prudent so as to give a true and fair view of the
statement of affairs of the Company at the end of financial year and of
the Loss of the Company for the year review:
3. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
provisions of the Companies Act, 1956, for safe guarding the Assets of
the Company and for preventing and detecting fraud and other
irregularities to the best of their knowledge and ability.
4. that the Directors have prepared the accounts for the financial
year ended 31st March, 2001, on a going concern basis.
AUDITORS:
The Members are requested to re-appoint M/s. M.D. Pandya & Associates,
Chartered Accountants, as Auditors and fix their remuneration.
OBSERVATION ON THE REMARKS IN THE AUDITORS REPORT:
The Auditors have made their expression of opinion, subject to Notes,
1, 3 & 4 and 6 to 12 of the Accounts. The Auditors Report also
contains Statement of additional matters, as required by the
Manufacturing and other Companies )Auditors Report) Order. 1988. The
fullest information and explanation of the respective matters have
already been given in the aforesaid Notes included by your Directors as
a part of Account submitted to you for the year under Report as also by
the Auditors themselves in the said Report.
On behalf of the Board of Directors.
Registered Office: K.K. KOTWAL
Bharat House, 4th floor, DIRECTOR
104, Bombay Samachar Marg,
Fort, Mumbai 400001.
Date: 12th September, 2001
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Gaekwar Mills Ltd. Reports
- Accounting Policies
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Gaekwar Mills Ltd. Corporate Announcements
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Stocks To Buy Today, Dec 15: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Monday
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Stocks To Buy Today, Dec 12: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Friday -
Market Outlook 2026: Kotak Securities Sees Nifty 50 at 30,000; THESE 4 Sectors Lead Rally, Gold To Stay Strong -
Stocks To Buy Today, Dec 10: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Wednesday -
D-Street Bleeds For 2nd Day! Sensex Slumps 678 Pts; Nifty Cracks 25,800; Why Stock Market Is Falling Today? -
Stocks To Buy Today, Dec 9: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Tuesday -
Stocks To Buy Today, Dec 8: Top 4 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Monday -
Stock Market Alert! Major Pre-Open Session Change From Dec 8: Full Timings, Rules & All You Need To Know -
Bank Nifty Surges: RBI’s 25 bps Rate Cut Triggers Strong Upside in Major Banking Stocks -
Closing Bell: Sensex Ends 158 pts Higher, Nifty Climbs Above 26,000; Hero MotoCorp, HAL Up 2% Each -
Stocks To Buy Today, Dec 4: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Thursday
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