Directors Report of Gem Spinners India Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 35^th Annual Report of
our Company along with the Audited Balance Sheet and the Statement
of Profit and Loss Account for the year ended March 31,2025.

1) FINANCIAL RESULTS

Particulars	2024-25 Rs. in Lakhs	2023-24 Rs. in Lakhs
SALES Export	0.00	0.00
	0.00	0.00
Operating Profit	(50.35)	(42.70)
Less: Financial Charges	-	0.09
Gross Profit	(50.35)	(42.79)
Less : Depreciation	15.59	15.59
Profit/(Loss) before Tax	(65.94)	(58.38)
Net (Loss) / Profit	(65.94)	(58.38)

2) PERFORMANCE AND STATE OF COMPANY’S AFFAIRS

During the year there was no turnover. The Operating Profit/
Loss was of the order of Rs.(65.94) Lakhs as compared to the
previous year of Rs.(42.70) Lakhs. The Company has suspended
the operation due to market volatility. Your directors are exploring
all the possibilities of recommencing the production subject to
viability.

3) SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 31,
2025 was Rs.30.68 Crores. No additions and alterations to the
capital were made during the financial year 2024-25.

4) DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152 of the Companies Act, 2013,
Mr.S.Gopal (DIN:06448007) who retires by rotation at the
forthcoming AGM and being eligible, offers himself for re¬
appointment.

5) DIVIDEND

Your Directors regret for the non-declaration of dividend owing to
non-operation of the unit.

5) TRANSFER TO GENERAL RESERVE

Since there is no operation, the Company does not transfer any
funds to the General Reserve.

6) MATERIAL CHANGES AND COMMITMENTS OF THE COMPANY

There are no material changes and commitments affecting the
financial position of the company which have occurred between
the end of the financial year of the company to which the financial
statements relate and the date of report.

7) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There has been no loan, guarantees or investments given or
made by the company under section 186 of the Companies Act,
2013 during the financial year.

8) SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES

The company doesn''t have any subsidiaries, associates and joint
venture companies.

9) DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as
such, no amount on account of principal or interest on deposits
from public was outstanding as on date of the balance sheet.

10) DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL
(KMPs)

Board Composition

The Board consists of the one Executive Director, one Non¬
Executive Director and Two Non-Executive Independent Directors.

Independent Directors are appointed for a term of five years and
are not liable to retire by rotation.

Retirement by rotation

Pursuant to Section 152 of the Companies Act, 2013, Mr.S.Gopal
who retires by rotation at the forthcoming AGM and is eligible for
re-appointment.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies
Act, 2013 the Key Managerial Personnel of the Company are
Mr.R.Veeramani, Managing Director, Mrs.A.Vani, Company
Secretary and Mr.G.Senthilvel, Chief Financial Officer.

Mr. R.Veeramani, Managing Director''s tenure ends on 30-09¬
2025 and he is reappointed for a period of 3 years from 01-10¬
2025 to 30-09-2028

Declaration of Independent Directors

As per the Companies Act, 2013, your company had appointed
two independent directors and they have declared that they meet
the criteria of independence in terms of Section 149(6) of the
Companies Act, 2013 and that there is no change in their status
of independence.

Mrs. Poorana Juliet, Independent Director''s tenure ends on
30-09-2025. Mrs R.Rani is appointed as Independent Director
from 01-10-2025 to 30-09-2030

Policy of Director’s Appointment and Remuneration

The Company''s policy on directors'' appointment and
remuneration and other matters provided in Section 178(3) of
the Act has been disclosed in the Corporate Governance report,
which forms part of the Board''s Report.

Information U/S 197(12) of the Companies Act 2013

The information required u/s 197(12) of the Act read with rule
5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is NIL

Training Of Independent Directors

To familiarize the strategy, operations and functions of our
Company, the executive directors make presentations/orientation
programme to non - executive independent directors about the
company''s strategy, operations, product and service offerings,
markets, organization structure, finance, human resources,
production facilities and quality and risk management. The
appointment letters of Independent Directors has been placed on
the Company''s website at www.gemspin.com.

11) MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company had met during
the year on 14th February 2025 to review the performance of
non- Independent Directors and the Board as a whole, review
the performance of the Chairperson of the Company and
had accessed the quality, quantity and timeliness of flow of
information between the company management and the Board.

12) DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended
March 31, 2025, the applicable accounting standards read
with requirements set out under Schedule III to the Act, have
been followed and there are no material departures from the
same;

b) the Directors have selected such accounting policies and
applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as
at March 31, 2025 and of the profit of the Company for the
year ended on that date;

c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets
of the Company and for preventing and detecting 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 are operating effectively; and

f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

13) BOARD MEETINGS:

During the year, four board meetings were held. Dates of the
Board meetings and details of Directors'' attendance at the
meetings are furnished in the Corporate Governance report.

Date of Board Meeting	No. of Directors Present
29.05.2024	4
14.08.2024	4
14.11.2024	4
14.02.2025	3

14) RISK MANAGEMENT POLICY

The risk management is overseen by the audit committee of
the company on a continuous basis, therefore constituting
a Risk Management Committee does not arise. Major risks, if
any, identified by the business and functions are systematically
addressed through mitigating action on a continuous basis.

15) RELATED PARTY TRANSACTIONS

As per the requirements of the Companies Act, 2013 and SEBI
(LODR) Regulations 2015, your Company has formulated a
Policy on Related Party Transactions which is also available on
Company''s website at www.gemspin.com.

The Policy intends to ensure that proper reporting approval and
disclosure processes are in place for all transactions between the
Company and Related Parties. This Policy specifically deals with
the review and approval of Material Related Party Transactions
keeping in mind the potential or actual conflicts of interest that
may arise because of entering into these transactions.

There were no contract / arrangement / transactions entered in to
during the year ended March 31,2025.

16) CODE OF CONDUCT FOR DIRECTORS AND SENIOR
MANAGEMENT

The Directors and Members of Senior Management have affirmed
compliance with the Code of Conduct for Directors and Senior
Management of the Company. A declaration to this effect has
been signed by Mr.G.Senthilvel, Chief Financial Officer.

17) ENERGY CONSERVATION, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE, ETC

The information as required to be disclosed on conservation of
energy, technology absorption and foreign exchange earnings
and outgo stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,
2014, is annexed herewith as “Annexure - I” to this Report.

18) CORPORATE GOVERNANCE REPORT, MANAGEMENT
DISCUSSION & ANALYSIS REPORT AND OTHER INFORMATION
REQUIRED UNDER THE COMPANIES ACT, 2013 AND SEBI
(LODR) REGULATIONS 2015.

As per the provisions of the SEBI( LODR) Regulations, 2015,
Management Discussion & Analysis Report (Annexure II) and
Corporate Governance Report with Auditors'' Certificate thereon
(Annexure - III) are attached and form part of this report.

19) CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your company is not having Net profits of more than 5 Crore
rupees, in the Year 2024-25 and therefore Constituting of a CSR
committee in accordance with the provisions of section 135 of
the Act does not arise.

20) PARTICULARS OF EMPLOYEES:

According to Section 197(12) of the Companies Act, 2013 read
with rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, none of the directors
are drawing remuneration and thereby the said section is not
applicable and hence not furnished.

21) REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor
the Secretarial Auditor has 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.

22) STATUTORY AUDITORS

M/s.Vivekanandan & Associates, Chennai, Chartered
Accountants was appointed as Statutory Auditor of the Company
from the conclusion of 33rd Annual General Meeting for a term
of 5 (five) years until the conclusion of 38th Annual General
Meeting.

23) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a proper and adequate internal control system
to ensure that all assets are safeguarded and protected against
loss from unauthorized use or disposition and that all transactions
are authorized, recorded and reported correctly.

The internal control is supplemented by an extensive programme
of internal audit, review by management and documented
policies, guidelines and procedures. The internal control is
designed to ensure that financial and other records are reliable
for preparing financial statements and other data for maintaining
accountability of assets.

24) SECRETARIAL AUDITOR

As required under Section 204 of the Companies Act, 2013
and Rules there under the Board has appointed Lakshmmi
Subramanian & Associates, Practising Company Secretaries as
Secretarial Auditor of the company to conduct Secretarial Audit
for the financial year 2024-25. The Secretarial Audit Report for
the financial year ended March 31, 2025 is annexed herewith
marked as Annexure - “IV” to this Report.

COMMENT ON SECRETARIAL AUDITOR’S REPORT - The Board
of Directors has taken adequate measures to regularize the
qualification stated in their report.

25) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS

There are no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern
status of the Company.

26) DISCLOSURE UNDER THE SEXUAL HARASMENT OF WOMAN
AT WORKPLACE (PREVENTION, PROHIBITION AND REDESSAL)
ACT, 2013

The company has in place an anti-sexual Harassment Policy
as required under prevention of Sexual Harassment of Woman
at workplace (Prohibition, Prevention and Redressal) Act 2013
and constituted an Internal Complaints Committee (ICC). Your
Directors further states that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Woman
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27) ACKNOWLEDGEMENT

Your Directors thank the Central and State Governments and
the Banks for their continued help and support. Your Directors
are especially thankful to the esteemed Shareholders for their
continued encouragement and support.

For and on behalf of the Board of Directors
For Gem Spinners India Limited

Place: Chennai R.Veeramani S.Sakthivel

Date: 30-07-2025 DIN: 00032895 DIN: 10642354

---

Mar 31, 2024

Your Directors have pleasure in presenting the 34^th Annual Report of our Company along with the Audited Balance Sheet and the Statement of Profit and Loss Account for the year ended March 31,2024.

1) FINANCIAL RESULTS

particulars	2023-24 Rs. in Lakhs	2022-23 Rs. in Lakhs
SALES
Export	0.00	0.00
	0.00	0.00
Operating Profit	(42.70)	(54.33)
Less: Financial Charges	0.09	0.01
Gross Profit	(42.79)	(54.34)
Less : Depreciation	15.59	15.59
Profit/(Loss) before Tax	(58.38)	(69.93)
Net (Loss) / Profit	(58.38)	(69.93)

2) PERFORMANCE AND STATE OF COMPANY’S AFFAIRS

During the year there was no turnover. The Operating Profit/ Loss was of the order of Rs.(58.38) Lakhs as compared to the previous year of Rs.(69.93) Lakhs. The Company has suspended the operation due to market volatility. Your directors are exploring all the possibilities of recommencing the production subject to viability.

3) SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 31, 2024 was Rs. 30.68 Crores. No additions and alterations to the capital were made during the financial year 2023-24.

4) directors and key managerial personnel

In accordance with Section 152 of the Companies Act, 2013, Mr.S.Gopal (DIN:06448007) who retires by rotation at the forthcoming AGM and being eligible, offers himself for reappointment.

5) DIVIDEND

Your Directors regret for the non-declaration of dividend owing to non-operation of the unit.

5) TRANSFER To GENERAL RESERVE

Since there is no operation, the Company does not transferred any funds to the General Reserve.

6) MATERIAL Changes AND CoMMITMENTS oF The CompANY

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of report.

7) PARTiCULARS OF LOANS, GUARANTEES OR iNVESTMENTS

There has been no loan, guarantees or investments given or made by the company under section 186 of the Companies Act, 2013 during the financial year.

8) SUBSiDiARiES, ASSOCiATES AND JOiNT VENTURE COMpANiES

The company doesn''t have any subsidiaries, associates and joint venture companies.

9) DEpOSiTS FROM puBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on date of the balance sheet.

10) directors and other key managerial personnel

(KMps)

Board Composition

The Board consists of the one Executive Director, one NonExecutive Director and Two Non-Executive Independent Directors.

Independent Directors are appointed for a term of five years and are not liable to retire by rotation.

Mr.S.Sakthivel (DIN :10642354) has been appointed as Independent Director on 30.03.2024 in the place of Mr.P.P.Doddanavar whose terms ends on 31.03.2024 and regularised through Postal Ballot held on 30^th June 2024.

Retirement by rotation

Pursuant to Section 152 of the Companies Act, 2013, Mr.S.Gopal who retires by rotation at the forthcoming AGM and is eligible for re-appointment.

Key Managerial personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013 the Key Managerial Personnel of the Company are Mr.R.Veeramani, Managing Director, Mrs. A.Vani, Company Secretary and Mr.G.Senthilvel, Chief Financial Officer.

Declaration of independent Directors

As per the Companies Act, 2013, your company had appointed two independent directors and they have declared that they meet the criteria of independence in terms of Section 149(6) of the Companies Act, 2013 and that there is no change in their status of independence.

policy of Director’s Appointment and Remuneration

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance report, which forms part of the Board''s Report.

information U/S 197(12) of the Companies Act 2013

The information required u/s 197(12) of the Act read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is NIL

Training Of independent Directors

To familiarize the strategy, operations and functions of our Company, the executive directors make presentations/orientation programme to non - executive independent directors about the company''s strategy, operations, product and service offerings, markets, organization structure, finance, human resources, production facilities and quality and risk management. The appointment letters of Independent Directors has been placed on the Company''s website at www.gemspin.com.

11) meeting of independent directors

The Independent Directors of the Company had met during the year on 12^th February 2024 to review the performance of non- Independent Directors and the Board as a whole, review the performance of the Chairperson of the Company and had accessed the quality, quantity and timeliness of flow of information between the company management and the Board.

12) DIRECTORS’ RESpONSIBILITY STATEMENT

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting 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 are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

13) BOARD MEETINGS:

During the year, Six board meetings were held. Dates of the Board meetings and details of Directors'' attendance at the meetings are furnished in the Corporate Governance report.

14) RISK MANAGEMENT POLICY

The risk management is overseen by the audit committee of the company on a continuous basis, therefore constituting a Risk Management Committee does not arise. Major risks, if any, identified by the business and functions are systematically addressed through mitigating action on a continuous basis.

15) related party transactions

As per the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, your Company has formulated a Policy on Related Party Transactions which is also available on Company''s website at www.gemspin.com.

The Policy intends to ensure that proper reporting approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions.

There were no contract / arrangement / transactions entered in to during the year ended March 31,2024.

16) code of conduct for directors and senior

MANAGEMENT

The Directors and Members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management of the Company. A declaration to this effect has been signed by Mr.G.Senthilvel, Chief Financial Officer.

17) ENERGY CoNSERVATioN, TECHNoLoGY ABSoRpTioN, foreign exchange, etc

The information as required to be disclosed on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as “Annexure - I” to this Report.

18) EXTRACT oF ANNuAL RETuRN

The extract of Annual Return of the Company is annexed herewith as Annexure “II” to this report.

19) corporate governance report, management discussion & ANALYSIS REpoRT AND oTHER INFoRMATioN required under THE companies ACT, 2013 AND SEBI (LoDR) regulations 2015.

As per the provisions of the SEBI( LODR) Regulations, 2015, Management Discussion & Analysis Report (Annexure III) and Corporate Governance Report with Auditors'' Certificate thereon (Annexure - IV) are attached and form part of this report.

20) corporate social responsibility (CSR):

Your company is not having Net profits of more than 5 Crore rupees, in the Year 2023-24 and therefore Constituting of a CSR committee in accordance with the provisions of section 135 of the Act does not arise.

21) particulars of employees:

According to Section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the directors are drawing remuneration and thereby the said section is not applicable and hence not furnished.

22) REpoRTING oF FRAuDS BY AuDIToRS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has 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.

23) STATuToRY AuDIToRS

M/s. Vivekanandan & Associates, Chartered Accountants was appointed as Statutory Auditor of the Company from the conclusion of 33^rd Annual General Meeting for a term of 5 (Five) years until the conclusion of 38^th Annual General Meeting.

24) INTERNAL CoNTRoL SYSTEMS AND THEIR ADEQuACY

The Company has a proper and adequate internal control system to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that all transactions are authorized, recorded and reported correctly.

25) SECRETARIAL AuDIToR

As required under Section 204 of the Companies Act, 2013 and Rules there under the Board has appointed Lakshmmi Subramanian & Associates, Practising Company Secretaries as Secretarial Auditor of the company to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith marked as Annexure - “IV” to this Report.

comment on SECRETARIAL auditor’s report - The Board of Directors has taken adequate measures to regularize the qualification stated in their report.

26 DETAILS oF SIGNIFICANT AND MATERIAL oRDERS pASSED BY THE REGuLAToRS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company.

27) DISCLOSURE UNDER THE SEXUAL HARASMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDESSAL) ACT, 2013

The company has in place an anti-sexual Harassment Policy as required under prevention of Sexual Harassment of Woman at workplace (Prohibition, Prevention and Redressal) Act 2013 and constituted an Internal Complaints Committee (ICC).Your Directors further states that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

28) AppLICATION MADE OR ANY pROCEEDING pENDING uNDER The Insolvency AND BANKRupTCY CODE, 2016 DuRING THE YEAR:

There were no applications made nor any proceeding pending under the insolvency and bankruptcy code, 2016 during the year

29) MAJOR THINGS HAppENED DuRING THE YEAR WHICH MADE THE IMpACT ON THE OVERALL WORKINGS OF THE COMpANY & THE MAJOR ACTIONS TAKEN BY THE COMpANY IN THAT RESpECT, SuCH AS COVID-19 pANDEMIC:

Nil

30) THE DETAILS OF DIFFERENCE BETWEEN AMOuNT OF THE VALuATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALuATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITuTIONS ALONG WITH THE REASONS THEREOF:

During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.

31) ACKNOWLEDGEMENT

Your Directors thank the Central and State Governments and the Banks for their continued help and support. Your Directors are especially thankful to the esteemed Shareholders for their continued encouragement and support.

For and on behalf of the Board of Directors For Gem Spinners India Limited

Place: Chennai R.Veeramani S.Sakthivel

Date: 14-08-2024 DIN: 00032895 DIN: 10642354

---

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the 25th Annual Report of our Company along with the audited Balance Sheet and the Statement of Profit and Loss Account for the year ended March 31, 2015.

1. FINANCIAL RESULTS

2014-15 2013-14 Particulars Rs. in Lakhs Rs. in Lakhs

SALES

Export 1335.52 1318.35

1335.52 1318.35 Operating Profit 817.67 222.26

Less: Financial Charges 0.79 1.79

Gross Profit 816.88 220.47

Less : Depreciation 826.74 230.66

Loss before Tax (9.86) (10.19)

Net (Loss) / Profit (9.86) (10.19)

Accumulated Loss (3262.15) (3252.29)

Review of Operations

Your Company has performed a Trading Turnover of Rs.1335.52 Lakhs during the year under review as against a Turnover of Rs.1318.35 Lakhs in the previous year. The Operating Profit was of the order of Rs. 817.67 Lakhs as compared to the previous year Profit of Rs. 222.26 Lakhs.

Your Directors have to report a Net Loss of Rs.9.86 Lakhs for the year under report as against a Net Loss of Rs. 10.19 Lakhs during the previous year.

The Company has suspended the manufacturing operation due to market volatility. Your Directors are exploring all the possibilities of recommencing the production subject to the availability of power and viability. However your Company is continuing its trading activities.

2. DIVIDEND

In view of the insufficiency of the Profits earned by the Company during the year, your Directors are not in a position to recommend any dividend.

3. TRANSFER OF PROFIT TO RESERVES

The company has not proposed to transfer any of its Profits to reserves in view of the carried forward losses.

4. MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report; and there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

5. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There have been no loan, guarantees and investment given or made by the Company under Section 186 of the Act during the financial year 2014 – 2015.

6. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The company doesn't have any subsidiaries, associates and joint venture companies.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

INDEPENDENT DIRECTOR AND APPOINTMENT

Pursuant to the provisions of Clause 49 of the Listing Agreement entered into with the Stock Exchange has appointed Mrs. Poorana Juliet as Women Independent Director of the Company with effect from 30th March 2015. She hold office up to the date of 30th September 2020 considering her rich experience, the Board of Directors has recommended her appointment as an Independent Director in this AGM for a further period of 5 years.

INDEPENDENT DIRECTORS' DECLARATION

All independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 which has been relied on by the Company and placed at the Board Meeting of the Company.

RESIGNATIONS

Mr K.M. Lal has resigned from the position of Director with effect from 11th November 2014. The Board had placed on record its appreciation for the outstanding contributions made by Mr K.M. Lal during his tenure of office with the Company.

RETIREMENT BY ROTATION

Mr.R. Veeramani who retires by rotation at this Annual General Meeting is being eligible re-appointed as Director.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Companies Act, 2013 the appointment of Mr.R.Veeramani, Managing Director, Mr. G. Senthilvel, Chief Financial Officer and Mrs. A. Vani, Company Secretary were formalized as the "Key Managerial Personnel" of the Company and Company is in the process of filing the required returns to Statutory Authority.

8. AUDITORS

Pursuant to the provisions of section 139 of the Act and the rules framed there under, M/s. Vijay Sarathy & Co., Chartered Accountants, (Firm Registration no. 004695S) were appointed as auditors of the company from the conclusion of the 24th Annual General Meeting (AGM) of the company held on 17th September 2014 till the conclusion of AGM to be held in 2017, subject to ratification of their appointment at every AGM.

COMMENT ON AUDITOR REPORT - NIL

9. SECRETARIAL AUDITOR

Pursuant to the requirements of Section 204 (1) of the Companies Act 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed, M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries to conduct secretarial audit for the financial year 2014-15.

The Secretarial Audit report as received from the secretarial auditor is annexed to this report as Annexure – I.

10. COMMENT ON SECRETARIAL AUDITOR REPORT

With reference to the remarks made by the secretarial auditor, M/s. Lakshmmi Subramanian, Practicing Company Secretaries. In Secretarial Audit Report, the company has taken the corrective measures during the current financial year.

11. PERSONNEL

According to Section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the directors are drawing remuneration and thereby the said section is not applicable and hence not furnished.

12. INTERNAL CONTROL AND ITS ADEQUACY

Company has a strong internal Audit Team. They regularly conduct audit and submit their quarterly reports, which are reviewed by the Audit Committee. The Company has an adequate Internal Control system, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

13. HUMAN RESOURCES

Due to temporary suspension of manufacturing operation of the factory, the management strives to retain and improve employees morale. The Company is in the process of revamping the employer employee engagement program.

14. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information as required to be disclosed on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure - II" to this Report.

15. RELATED PARTY TRANSACTIONS

During the year 2014 – 2015, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material as per sub- section (1) of section 188 of the Companies Act, 2013. Hence the question of reporting under the requirement of said section doesn't arise.

16. EXTRACT OF ANNUAL RETURN

The details forming part of extract of Annual Return in Form MGT -9 as provided under Sub Section (3) of the Section 92 of the Companies Act,2013 (the "Act") is annexed herewith as Annexure –III to this report.

17. RISK MANAGEMENT POLICY

The risk management is overseen by the Audit committee of the company on a continuous basis, therefore constituting a Risk Management committee does not arise. Major risks, if any, identified by the business and functions are systematically addressed through mitigating action on a continuous basis. The Risk Management policy is available in the Company website www.gemspin.com

18. DISCLOSURE AS PER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Presently the total number of employees is less than the statutory limit and hence the company has not constituted a separate committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The company has zero tolerance for sexual harassment at workplace. During the financial year 2014-15, the Company has not received any complaints.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of the Company's progress and future outlook is separately discussed in the Management Discussion and Analysis Report, is appended to and forms a part of the Annual Report.

20. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on date of the balance sheet.

21.CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

22. PERFORMANCE EVALUATION OF BOARD, COMMITTEE AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Audit and Nomination & Remuneration Committees and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interests of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Executive Directors was carried out by the Independent Directors.

23. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Board of Directors had adopted a Code of Conduct for the Board Members and employees of the company. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrongdoing and promoting ethical conduct at the Board and employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned.

The Code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have confirmed compliance with the Code.

The Code of Conduct for Directors and Senior Management Personnel is available in the Company's Website: www. gemspin.com

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your company is not having Net Profits of more than 5 Crore rupees, in the Year 2014-15 and therefore constituting of a CSR committee in accordance with the provisions of section 135 of the Act does not arise.

25. LITIGATION - Nil

26. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, the Directors hereby confirm:

1. That in the Preparation of Final Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

2. That they had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for that period;

3. That they had taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Act, for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

4. That they had prepared the Annual Accounts on a Going Concern basis.

5. That they laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating properly; and

6. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the contributions made by employees at all levels, towards the continued growth and prosperity of your Company.

Directors take this opportunity to convey their thanks to all the valued shareholders, Banks and the valuable services rendered by the Officers and Staffs at all levels.

For and on behalf of the Board

R. Veeramani P.P. Doddanavar

Place: Chennai - 86 Managing Director Director

Date : 14/08/2015 Din No: 00032895 Din No: 00960514

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 24th Annual Report on the performance of our Company along with the Audited Balance Sheet and Profit and Loss Account for the year ended 31.03.2014.

Financial Results

Particulars 2013-14 2012-13

Rs. in Lakhs Rs. in Lakhs

SALES

Export 1318.35 1046.58

1318.35 1046.58

Operating Profit 222.26 125.20

Less: Financial Charges 1.79 157.52

Gross Profit 220.47 (32.33)

Less : Depreciation 230.66 29.60

Loss before Tax (10.19) (61.93)

Net (Loss) / Profit (10.19) (61.93)

Accumulated Loss (3252.29) (3242.10)

Review of Operations

Your Company has achieved a Trading Turnover of Rs.1318.35 Lakhs during the year under review as against Turnover of Rs.1046.58 Lakhs in the previous year. The Operating Profit was of the order of Rs. 222.26 Lakhs as compared to the previous year profit of Rs.125.20 Lakhs.

Your Directors have to report a Net Loss of Rs.10.19 Lakhs for the year under report as against a Net Loss of Rs.61.93 Lakhs during the previous year.

The Company has suspended the manufacturing operation due to market volatility. Your Directors are exploring all the possibilities of recommencing the production subject to the availability of power and viability. However your Company is continuing its trading activities.

Dividend

In view of the loss incurred by the Company during the year, your Directors are not in a position to recommend any dividend.

Statutory Statements:

As per the requirements of Sec. 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 the information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure I to this report.

Particulars of employees pursuant to the provisions of Section 217(2A) of the Companies Act 1956

The particulars required pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs.5,00,000 p.m.

As required under Section 217(2AA) of the Companies Act 1956, the Directors'' Responsibility Statement is enclosed in Annexure II to this Report.

Directors

The Company has, pursuant to the provisions of clause 49 of the Listing Agreement entered into with the Stock Exchange has appointed Mr. P.P.Doddanavar and Mr. K.M.Lal as Independent Directors of the Company. The Company has received declarations from the retiring independent director as well as the appointee independent directors, that they meet the criteria of independence, as prescribed both under sub-section (6) of Section 149 of the Companies Act 2013 and under the said clause 49. In accordance with the provisions of section 149(4) and section 152 (5) of the Companies Act, 2013, Mr. P.P.Doddanavar and Mr. K.M Lal are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

Mr.S.Gopal, Director of the Company retires by rotation and being eligible, offers himself for reappointment, in accordance with the requirements of Companies Act, 2013..

Deposits

Your Company has not accepted any deposit from the Public during the year under review.

Auditors

M/s. Vijai Sarathy & Co., Auditor of the company retires at this Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed and there is no joint auditor from this Financial year i.e 2014-15

Acknowledgement:

The Directors wish to place on record their appreciation for the assistance received from Indian Overseas Bank, Lakshmi Vilas Bank, State and Central Government Authorities. The Directors also wish to acknowledge the active co-operation extended by workers and staff at all levels.

On behalf of the Board

Place: Chennai - 86 R.Veeramani P.P.Doddanavar Date : 12.08.2014 Managing Director Director

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Mar 31, 2013

The Directors have pleasure iri presenting the 23rd Annual Report on the performance of our Company along with the Audited Balance Sheet and Profit and Loss Account for the year ended 31.03.2013.

Financial Results

Particulars 2012-13 2011-12 Rs. in Lakhs Rs. in Lakhs

SALES

Export 1046.58 3266.46

Domestic 335.70

Waste 19.49

Total 1046.58 3621.65

Operating Profit / 125.20 (71.18)

Less: Financial Charges 157.52 295.42

Gross Profit (32.33) (366.60)

Less: Depreciation 29.60 29.05

Loss before Tax (61.93) (395.65)

Less: Deferred Tax Liability/Asset

Net (Loss) /Profit (61.93) (395.65)

Accumulated Loss 3242.10 3180.16

Review of Operations

Your Company has achieved a Trading Turnover of , Rs.1046.58 Lakhs during the year under review as against

Turnover of Rs. 3621.65 Lakhs (Trading Rs. 2551.16 '' Lakhs) in the previous year. The Operating Profit was of the order of Rs,125.20 Lakhs as compared to the previous year loss of Rs.71.18 Lakhs.

Your Directors have to report a Net Loss of Rs. 61.93 Lakhs for the year under report as against a Net Loss of Rs.395.65 Lakhs during the previous year.

The Company has suspended temporarily its manufacturing operation due to severe shortage of power in Tamilnadu, instability in cotton prices, mismatch of cotton & yam prices and increase in fuel price. We shall explore the possibility of recommencing the production subject to the availability of power and viability. However your Company shall continue its trading activities.

Dividend

In view of the insufficiency of the profits earned by the Company during the* year, your Directors are not in a position to recommend any dividend.

Statutory Statements:

As- per the requirements of Sec. 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 the information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure I to this report.

Particulars of employees pursuant to the provisions of Section 217(2A) of the Companies Act 1956

The particulars required pursuant to Section 217(2A) of the" Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs.5,00,000 p.m.

As required under Section 217(2AA) of the Companies Act 1956, the Directors'' Responsibility Statement is enclosed in Annexure II to this Report.

Directors

Under Article 110 of the Articles of Association of the Company, Mr. K.M.Lai to retire at this Annual General''Meeting and being .eligible offers himself for reappointment. - '' -

Deposits

Your Company has not accepted any deposit from the Public during the year under review.

Auditors

M/s. Vijai Sarathy & Co., and M/s. CNGSN & Associates, Auditors of the Company retire at this Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed.

Acknowledgement:

The Directors wish to place on record their appreciation for the assistance received from IOB, SBI, State and Central Government Authorities. The Directors also wish to acknowledge the active co-operation extended by workers and staff at all levels.

On behalf of the Board

Place : Chennai - 86 R. Veeramani

Date : 27.05.2013 Chairman & Managing Director

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Mar 31, 2012

The Directors have pleasure in presenting the 22nd Annual Report on the performance of our Company along with the Audited Balance Sheet and Profit and Loss Account for the year ended 31.03.2012.

Financial Results

Particulars 2011-12 2010-11 Rs. in Lakhs Rs. in Lakhs

SALES

Export 3266.46 6849.39

Domestic 335.70 1953.49

Waste 19.49 357.36

Total 3621.65 9160.24

Operating Profit/(Loss) (71.18) 307.38

Less: Financial Charges 295.42 285.16

Gross Profit/(Loss) (366.60) 22.22

Less : Depreciation 29.05 256.25

Loss before Tax 395.65 234.03

Less : Prior years excess - 170.16 provision of interest written back

Less : Deferred Tax - 37.41 Liability/Asset

Net (Loss)/Profit (395.65) (26.46)

Review of Operations

Your company has achieved a Turnover of Rs. 3621.65 Lakhs (Trading Rs. 2551.16 Lakhs) during the year under review as against Rs. 9160.24 Lakhs (Trading Rs.4317.09 Lakhs) in the previous year. The 60.46% reduction in turnover as compared to last year is due to continued power cut in Tamil Nadu since October 2008 and its impact is full during the year under report also. The Operating Loss was of the order of Rs.71.18 Lakhs as compared to the previous year Profit of Rs.307.38 Lakhs. Your Directors have to report a Net Loss of Rs.395.65 Lakhs for the year under report as against a Net Loss of Rs.26.46 Lakhs during the previous year.

Dividend

In view of the insufficiency of the profits earned by the Company during the year, your directors are not in a position to recommend any dividend.

Statutory Statements:

As per the requirements of Sec. 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 the information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure I to this report.

Particulars of employees pursuant to the provisions of Section 217(2A) of the Companies Act 1956.

The particulars required pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs. 5,00,000 p.m.

As required under Section 217(2AA) of the Companies Act 1956, the Directors' Responsibility Statement is enclosed in Annexure II to this Report.

Directors

Under Article 110 of the Articles of Association of the Company, Mr. S.R. Asaithambi to retire at this Annual General Meeting and being eligible offers himself for reappointment.

Deposits

Your Company has not accepted any deposit from the Public during the year under review.

Auditors

M/s. Vijai Sarathy & Co., and M/s. CNGSN & Associates, Auditors of the company retire at this Annual General Meeting and being eligible, offer themselves for reappointment.

Acknowledgement:

The Directors wish to place on record their appreciation for the assistance received from IOB, SBI, State and Central Government Authorities. The Directors also wish to acknowledge the active co-operation extended by workers and staff at all levels.

On behalf of the Board

R. Veeramani Chairman & Managing Director

Place : Chennai - 600 086 Date : 06.08.2012

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Mar 31, 2010

The Directors have pleasure in presenting the 20th Annual Report on the performance of our Company along with the Audited Balance Sheet and Profit and Loss Account for the year ended 31.3.2010.

Financial Results

Particulars 2009-10 2008-09 Rs. in Lakhs Rs. in Lakhs

SALES

Export 7457.77 9059.58

Domestic 1401.46 748.09

Waste 424.28 488.21

Total 9283.51 10295.88

Operating Profit 67.66 80.89

Less: Financial Charges 398.74 392.71

Gross Profit / (Loss) (330.98) (311.82)

Less : Depreciation 327.95 310.34

Less: Fringe Benefit Tax - 1.49

Less: Deferred Tax Liability / Asset 26.52 27.14

Net Profit / (Loss) (632.41) (596.51)



Review of Operations

Your company has achieved a Turnover of Rs.9283.51 Lakhs (Trading Rs.4871.26 Lakhs) during the year under review as against Rs.10295.88 Lakhs (Trading Rs.6401.98 Lakhs) in the previous year. The 9.83% reduction in turnover as compared to last year is due to lower capacity utilization due to declared power cut by Tamil Nadu Electricity Board. The Operating profit was only of the order of Rs.67.66 Lakhs as compared to the previous year mark of Rs.80.89 Lakhs.

Your Directors have to regretfully report a Net Loss of Rs.632.41 Lakhs for the year under report as against a Net Loss of Rs.596.51 Lakhs during the previous year.

The power cut in Tamil Nadu continue since October 2008 and its impact is full during the year under report and hence we had to report negative results for the year 31.03.2010.

Your Directors report that the Company has entered into a scheme of One Time Settlement with ICICI Bank and as far as the outstanding of IDBI is concerned, the proposal is under process by IDBI.

During the year under report, the Company made a reference to the Board for Industrial and Financial Reconstructions for registering the unit as "Sick" under the Sick Industrial Companies (Special Provisions) Act 1985 based on the audited finan- cial results of the previous year 2008-09, as the net worth of the Company was eroded. As the Company has opted for One Time Settlement as reported ear- lier, no Draft Rehabilitation Scheme is considered for the present.

Dividend

In view of the insufficiency of the profits earned by the Company during the year, your directors are not in a position to recommend any dividend.

Statutory Statements:

As per the requirements of Sec. 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 the information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure I to this report.

Reply to Auditors Qualification for Point No. 11 of Annexure A to Auditors Report:

The Auditors have vide clause 11 of their report qualified that the Company has defaulted in repayment of Financial Institutions.

The Company has entered into a scheme of One Time Settlement with ICICI Bank and as far as the outstanding of IDBI is concerned, the proposal is under process by IDBI.

Particulars of employees pursuant to the provisions of Section 217(2A) of the Companies Act 1956

The particulars required pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs.2,00,000 p.m.

As required under Section 217(2AA) of the Companies Act 1956, the Directors Responsibility Statement is enclosed in Annexure II to this Report.

Directors

Under Article 110 of the Articles of Association of the Company, Mr.K.M.Lai to retire at this Annual General Meeting and being eligible offers himself for reappointment.

Deposits

Your Company has not accepted any deposit from the Public during the year under review.

Auditors

M/s. Vijai Sarathy & Co., and M/s. CNGSN & Associates, Auditors of the company retire at this Annual General Meeting and being eligible, offer themselves for reappointment.

Acknowledgement:

The Directors wish to place on record their appreciation for the assistance received from IDBI, ICICI, SBI, IOB, State and Central Government Authorities. The Directors also wish to acknowledge the active co-operation extended by workers and staff at all levels.

On behalf of the Board

Place : Chennai - 86 R. Veeramani

Date : 12.08.2010 Chairman & Managing Director