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Gem Spinners India Ltd — Others, 06-08-2025: Others
GEM SPINNERS INDIA LIMITED
THIRTY FIFTH ANNUAL REPORT
2024-2025
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2THIRTY FIFTH ANNUAL REPORTCIN : L17111TN1990PLCO19791
BOARD OF DIRECTORS
Mr.R.Veeramani – Managing Director
Mr.S.Gopal – Director
Mr.S.Sakthivel – Independent Director
Mrs.Poorana Juliet – Independent Director
Mrs.R.Rani – Director
Mrs. A.Vani – Company Secretary
Mr.G.Senthilvel – Chief Financial Officer
AUDIT COMMITTEE
Mr.S.Sakthivel – Chairman
Mr.S.Gopal – Member
Mrs.Poorana Juliet – Member
STAKEHOLDERS RELATIONSHIP COMMITTEE
Mr.S.Gopal – Chairman
Mr.R.Veeramani – Member
Mr. S.Sakthivel – Member
REGISTERED OFFICE & MILLS
14, Mangalam Village, Madhuranthagam Taluk,
Kancheepuram District, Tamil Nadu – 603 107.
CORPORATE OFFICE:
78. Cathedral Road, Chennai – 600 086
WEBSITE:
www.gemspin.com
E-mail Id – accounts@gemspin.com
gemspinnersindialimited@gmail.com
CIN – L17111TN1990PLC019791
STATUTORY AUDITORS
M/s. Vivekanandan Associates
Chartered Accountants
4/22, First Cross Street,
Raghavan Colony, Ashoknagar,
Chennai – 600 083
SECRETARIAL AUDITORS
M/s. Lakshmmi Subramanian & Associates
Practising Company Secretaries,
M.N.O. Complex, 81, Greams Road,
Chennai – 600 006.
REGISTERAR & SHARE TRANSFER AGENT
Cameo Corporate Services Limited
“Subramanian Building”, 1, Club House Road,
Chennai – 600 002.
BANKERS
DBS Bank
STOCK EXCHANGE
BSE Limited
DATE AND TIME OF THE MEETING
28th AUGUST 2025, 10:30 AM
VENUE OF THE MEETING
14, Mangalam Village, Madhuranthagam Taluk,
Kancheepuram District, Tamil Nadu – 603 107
ContentsPage
Notice1
Directors’ Report5
Management Discussion & Analysis8
Corporate Governance8
Independent Auditor Report17
Balance Sheet28
Profit and Loss Account29
Cash Flow Statement30
Notes31Bukkathurai Koot Road
Mamandur
Chengalpattu
GST
Road
Routemap
Young ApparelGem Spinners India Ltd
Mangalam Village
N
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1THIRTY FIFTH ANNUAL REPORTCIN : L17111TN1990PLCO19791
NOTICE TO SHAREHOLDERS
Notice is hereby given that the Thirty Fifth Annual General Meeting
of the Shareholders of the Company will be held on Thursday, the
28th August 2025 at the Registered Office of the Company at No.14
Mangalam Village, Madhuranthgam Taluk, Kancheepuram District,
Tamilnadu – 603 107 at 10.30 a.m to transact the following business.
ORDINARY BUSINESS:
1. T o receive, consider and adopt the Audited Financial Statements
of the Company for the financial year ended 31st March, 2025
including the Balance Sheet, Statement of Profit and Loss
Account and the Cash Flow Statement and the Boards Report
and the Auditor’s Report thereon.
Retire by Rotation:
2. T o appoint a director in place of Mr.S.Gopal (DIN: 06448007),
who retires by rotation and being eligible offers himself for re-
appointment.
3. Appointment of M/s. Lakshmmi Subramanian & Associates,
peer reviewed practicing company secretaries as the Secretarial
Auditor of the company:
T o consider and if thought fit, to pass the following resolution,
with or without modification(s), as a Special Resolution.
“RESOL VED THAT pursuant to the provisions of Section 204 and
other applicable provisions, if any, of the Companies Act, 2013
(“the Act”), read with Rule 9 of the Companies (Appointment
& Remuneration of Managerial Personnel) Rules, 2014,
(including any statutory modification(s) or re-enactment(s)
thereof, for the time being in force), and Regulation 24A of the
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended, and
based on the recommendation of the Audit Committee and the
approval of the Board of Directors of the Company, consent of
the shareholders be and is hereby accorded to appoint M/s.
Lakshmmi Subramanian & Associates, Practicing Company
Secretaries (Peer Review No.6608/2025), Chennai, as Secretarial
Auditor for of the Company for a (first) term of five years to hold
office from the conclusion of 35th Annual General Meeting till the
conclusion of 40th Annual General Meeting on such remuneration
plus taxes and reimbursement of out-of-pocket expenses as may
be incurred by them in connection with audit of accounts of the
Company, as may be mutually agreed upon between the Board of
Directors and the Secretarial Auditors.”
“RESOL VED FURTHER THAT any of the Board of Directors and
Company Secretary of the company be and are, hereby severally
authorized to take such steps, in relation to the above and to do
all such acts, deeds, matters and things as may be necessary,
proper, expedient or incidental for giving effect to this resolution
and to file necessary e-forms with Registrar of Companies and
other Regulatory authorities.”
Special Business :
4. T o consider and if thought fit to pass with or without modifications,
the following resolution as a Special Resolution.
T o reappoint Mr.R.Veeramani (DIN: 00032895) as Managing
Director
R esolved that in accordance with the provisions of Sections 196
and 203 read with Schedule V and all other applicable provisions
of the Companies Act 2013, and the Companies (Appointment and
Remuneration of Managerial Personnel Rules, 2014 (including
any statutory modifications) or re-enactment thereof for the time
being in force), on the basis of recommendation of Nomination
and Remuneration committee and approval of the board read with
Regulation 17(1)(A) of Securities and Exchange Board of India
(LODR), Regulations 2015 as amended from time to time, the
consent of the shareholders be and is hereby accorded to the re-
appointment of Mr.R.Veeramani (DIN : 00032895) as Managing
Director of the Company for a period of 3 years from 1.10.2025
to 30.09.2028 with no remuneration.
5. To consider and if thought fit, to pass with or without modification(s)
the following resolution as a Special Resolution.
To appoint Ms. R. Rani (DIN: 11131477) as Independent Director
“RESOL VED THAT in accordance with the provisions of Sections
196 and 203 read with Schedule V and all other applicable
provisions of the Companies Act, 2013 and the Rules made
thereunder (including any statutory modification(s) or re-
enactment thereof for the time being in force) read with Schedule
IV to the Companies Act, 2013 Mr.R.Rani (DIN: 11131477) who
was appointed as an Additional Director of the Company by the
Board of Directors in terms of Section 161(1) of the Act and
the Articles of Association of the Company and whose terms of
office expires at the 35th Annual General Meeting and in respect
of whom the Company has received a notice in writing from a
member proposing her candidature for the office of Director of the
company, be and is hereby appointed as an Independent Director
of the Company to hold office for five consecutive years for a
term up to 30th September 2030, not liable to retire by rotation.
By Order of the Board
For Gem Spinners India Ltd
Place : Chennai - 86 A. Vani
Date : 30-07-2025 Company Secretary
Registered Office :
14, Mangalam Village, Madhuranthagam Taluk,
Kancheepuram District, Tamil Nadu – 603 107.
CIN – L17111TN1990PLC019791
Website - www.gemspin.com
E-mail Id – accounts@gemspin.com
Phone: +91-44-28115190
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2THIRTY FIFTH ANNUAL REPORTCIN : L17111TN1990PLCO19791
NOTES:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THIS ANNUAL
GENERAL MEETING MAY APPOINT A PROXY TO ATTEND AND
VOTE ON HIS BEHALF. SUCH A PROXY NEED NOT BE A MEMBER
OF THE COMPANY. PROXIES, IN ORDER TO BE EFFECTIVE,
MUST BE RECEIVED AT THE REGISTERED/ CORPORATE OFFICE
OF THE COMPANY NOT LESS THAN FORTY–EIGHT HOURS
BEFORE THE COMMENCEMENT OF THE MEETING.
2. The Register of Members and Share Transfer Books of the
Company will remain closed from 22nd August 2025 to 28th
August 2025 (both days inclusive) for the purpose of AGM.
3. The Register of Directors and Key Managerial Personnel and their
shareholding maintained under Section 170 of the Act and the
Register of Contracts or arrangements in which the Directors
are interested, maintained under Section 189 of the Act will be
available for inspection by the members at the AGM.
4. W e urge the members to support our commitments to
monumental protection by choosing to receive their shareholding
communication through mail. You can do this by updating your
email address with your Depository Participant.
5. Members may also note that .the Notice of the 35th Annual General
Meeting and the Annual Report 2024-2025 will be available on
the Company’s Website, www.gemspin.com
6. Pursuant to the provisions of Sections 107 and 108, read with
the Companies (Management and Administration) Rules, 2014,
the Company is pleased to offer the option of E-Voting facility to
all the members of the Company. For this purpose, the Company
has entered into an agreement with Central Depository Services
(India) Limited (CDSL) for facilitating e-voting. The Members who
wish to attend Annual General Meeting can vote at the Meeting.
The Company has appointed Mrs. Lakshmmi Subramanian of
M/s Lakshmmi Subramanian & Associates, Practicing Company
Secretaries, Chennai as Scrutinizer.
The procedure and instructions for e-voting are as under:
i) Open your web browser during the voting period and log on
to the e-voting website : www.evotingindia.com.
ii) Now click on “Shareholders” to cast your votes.
iii) Now, select the “Company Name” from the drop down menu
and click on “SUBMIT”.
(iv) Now, fill up the following details in the appropriate boxes:
User IDFor Members holding shares in Demat Form:-
a) F or NSDL:- 8 Character DP ID followed by 8
digits Client ID
b) F or CDSL:- 16 digits beneficiary ID
For Members holding shares in Physical Form:-
• Folio Number registered with the Company
PAN*Enter your 10 digit alpha-numeric PAN issued by
the Income Tax Department
DOB#Enter the Date of Birth as recorded in your demat
account or in the company records for the said
demat account or folio in dd/mm/yyyy format.
Dividend
Bank
Details#
Enter the Dividend Bank Details as recorded in
your demat account or in the company records
for the said demat account or folio.
*Members who have not updated their PAN with the Company/
Depository Participant are requested to use the first two letters of
their name and the sequence number (Sequence number has been
provided as Serial number in the address label and / or in the e-mail
sent to Members) in the PAN field. In case the sequence number is
less than 8 digits enter the applicable number of 0’s before the number
after the first two characters of the name.
Eg. If your name is Ramesh Kumar with sequence number 1 then
enter RA00000001 in the PAN field.
# Please enter any one of the details in order to login. Incase both
the details are not recorded with the depository and company please
enter the Member id / folio number in the Dividend Bank details field.
v) Af ter entering these details appropriately, click on “SUBMIT” tab.
vi) Members holding shares in Physical form will then reach directly
to the voting screen.
vii) Members holding shares in Demat form will now reach Password
Change menu wherein they are required to mandatorily change
their login password in the new password field. The new password
has to be minimum eight characters consisting of at least one
upper case (A-Z), one lower case (a-z), one numeric value (0-9)
and a special character. Kindly note that this password is also
to be used by the Demat holders for voting for resolution of any
other Company on which they are eligible to vote, provided that
Company opts for e-voting through CDSL platform. It is strongly
recommended not to share your password with any other person
and take utmost care to keep your password confidential.
viii) Y ou can also update your mobile number and e-mail ID in the
user profile details of the folio which may be used for sending
communication(s) regarding CDSL e-voting system in future. The
same may be used in case the Member forgets the password and
the same needs to be reset.
ix) If you are holding shares in Demat form and had logged on to
www.evotingindia.com and casted your vote earlier for EVSN of
any company, then your existing login id and password are to be
used.
x) F or Members holding shares in physical form, the password and
default number can be used only for e-voting on the resolutions
contained in this Notice.
xi) On the voting page, you will see Resolution Description and
against the same the option “YES/NO” for voting. Enter the
number of shares (which represents number of votes) under
YES/NO or alternatively you may partially enter any number in
YES and partially in NO, but the total number in YES and NO taken
together should not exceed your total shareholding.
xii) Af ter selecting the resolution you have decided to vote on, click
on “SUBMIT”. A confirmation box will be displayed. If you wish to
confirm your vote, click on “OK”, else to change your vote, click
on “CANCEL” and accordingly modify your vote.
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3THIRTY FIFTH ANNUAL REPORTCIN : L17111TN1990PLCO19791
xiii) Once you “CONFIRM” your vote on the resolution, you will not be
allowed to modify your vote.
xiv) Institutional members (i.e. other than individuals, HUF, NRI etc.)
are required to send scanned copy (PDF/JPG Format) of the
relevant Board Resolution / Authority letter etc. together with
attested specimen signature of the duly authorized signatory(ies)
who are authorized to vote, to the Scrutinizer through e-mail
at secretarial@gemspin.com with a copy marked to helpdesk.
evoting@cdslindia.com.
xv) In case you have any queries or issues regarding e-voting, please
contact helpdesk.evoting@cdslindia.com.
xvi) The e-voting period commences on 25-08-2025 from 9.00 AM
onwards and ends on 27-08-2025 at 5.00 PM
xvii) During this period members holding shares in physical or
dematerialized form as on the Cut-off date (record date) i.e.
21-08-2025 may cast their vote electronically. The e-voting
module shall be displayed by CDSL for voting thereafter.
xviii) The voting rights of the members shall be in proportion to their
shares of the paid up equity share capital of the Company.
7. Members holding shares in electronic mode may please note that
the dividend payable to them would be paid through Electronic
Clearing Services (ECS) at the available RBI locations. The
dividend would be credited to their bank account as per the
mandate given by the members to their Depository Participants
(DPs). In absence of availability of ECS facility, the dividend will
be paid through warrants and the bank details as furnished by the
respective Depositories to the Company will be printed on their
dividend warrants as per the applicable regulations.
8. T he Shares of the Company have been activated for
dematerialisation with Central Depository Services (India)
Ltd (CDSL) vide ISIN INE165F01020. Members wishing to
dematerialise their shares may approach any Depository
Participant. (DP).
9. Kindly mention your Folio Number/PAN No./Client ID/DPID
Number (in case of shares held in electronic form) in all your
correspondence to Share Transfer Agents and in the case of
electronic form to the Depository Participant in order to reply to
your queries promptly.
10. Members seeking any information or clarification with regard to
the accounts are requested to write to the Company atleast ten
days in advance of the meeting so as to enable the Company to
keep the information ready.
11. Members who hold shares in demat form are requested to notify
any change in their particulars like change in address, bank
particulars etc. to their respective Depository Participants.
12. The Ministry of Corporate Affairs vide its circular dated 21st April
2011 allowed the companies to send notices, annual reports
and other documents by means of e-mail to the members of the
Company. Hence members, who have not registered their e-mail
addresses, are requested to register their e-mail addresses with
the Company/ Registrar.
13. Pursuant to provisions of Section 72 of the Companies Act, 2013,
Members can avail of the facility of nomination in respect of
shares held by them in physical form. Members desiring to avail
this facility may send their nomination in the prescribed Form
SH-13 duly filled in to the Company’s Registrar and Share Transfer
Agent: Cameo Corporate Services Limited, ‘Subramanian
Building’, No.1, Club House Road, Chennai - 600 002. Members
holding shares in electronic form may contact their respective
Depository Participant for availing this facility.
14. Corporate Members intending to send their authorized
representatives to attend the meeting are requested to send
a certified copy of the Board Resolution authorizing their
representatives to attend and vote on their behalf at the Meeting.
15. Members are requested to bring their Attendance Slip along with
their copy of the Annual Report to the Meeting.
Explanatory Statement Pursuant To Section 102 of the Companies
Act, 2013)
Item No.4. To reappoint Mr.R.Veeramani (DIN: 00032895) as
Managing Director
As Mr. R.Veeramani, Managing Director since appointed during
2022, his period of service as recommended by Nomination and
Remuneration Committee, to be extended for further period of 3
years from 2025 to 2028. Considering the position of the Company,
no remuneration was made and hence the Board of Directors are
proposing the appointment of Mr.R.Veeramani for a period of 3 years
without any remuneration. Pursuant to section 196 of Companies Act
2013 read with Regulation 17(1)(A) of Securities and Exchange Board
of India (LODR) 2015, as amended from time to time Mr.R.Veeramani
aged above 70 years, a special resolution required to be passed.
Accordingly, Item No.4 is placed before the Members for approval.
None of the Directors, Key Managerial Personnel and their relatives are
concerned or interested in the proposed resolution except to the extent
of their shareholding in the Company.
Item No.5. To appoint Ms.R.Rani (DIN: 11131477) as Independent
Director
The Board of Directors of the Company at its Meeting held on 30th
May, 2025, pursuant to the recommendation of the Nomination and
Remuneration Committee (“NRC”), has approved the appointment of
Mrs. R.Rani (DIN: 11131477) as an Additional Director (Independent)
of the Company with effect from 30th May, 2025 to hold office up
to the date of the ensuing Annual General Meeting of the Company.
Pursuant to section 161 of the Companies Act, 2013 (“the Act”) and
subject to approval of the Members at the ensuing Annual General
Meeting, it is proposed to appoint Mrs. R.Rani (DIN: 11131477)as
an Independent Director, not liable to retire by rotation, for a term of 5
(five) consecutive years commencing from 1st October, 2025 to 30th
September, 2030.
The Company has received a declaration from Mrs. R. Rani that he
meets the criteria of independence as prescribed under sub-section
(6) of Section 149 of the Act and under the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”).
Accordingly, in terms of the requirements of the provisions of
Companies Act, 2013 approval of the members of the Company
and passing of a special resolution is required for regularization of
Mrs. R.Rani as an Independent Director of the Company.
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4THIRTY FIFTH ANNUAL REPORTCIN : L17111TN1990PLCO19791
AS PER REGULATION 36(3) OF SEBI (LODR) 2015 AND AS PER CLAUSES OF SS 2 ADDITIONAL INFORMATION ABOUT THE DIRECTOR FOR
THE ITEM NO.4 & 5.
Name of the DirectorSRI.S.GOPALSRI.R.VEERAMANISMT. R.RANI
DIN064480070003289511131477
Age628265
QualificationM.Sc., MBAB.Sc., B.LB.A.
Experience354735
Expertise in specific functional areaIndirect TaxationLawyer turned Technocrat entered into the stone industries
in 1971. He is in business of Mining, Textiles, Sugar, Hotel and
IT Industry
Secretarial
Date of first Appointment in the Board18/09/201206/12/199330/05/2025
Shareholding in the CompanyNIL14961666NIL
Relationship with other Directors and KMPNILNILNIL
No. of Meetings attended during the year43-
Other directorship / Membership / Chairman of committee of other board.1. Gem Graphites Pvt Ltd
2. Gem Holiday Resorts Ltd
3. Shanmugha Granite Industries Pvt Ltd
4. Gem Sof tware Solutions Ltd
5. Gem Energy Industry Ltd
6. Sri R aghuramachandra Minerals Pvt Ltd
1. F erro Magnets & Allied P roducts Ltd
2. Gem Granites Pvt Ltd
3. Imperial Granites Pvt Ltd
4. Gem Holiday Resorts Ltd
5. Gem Stone Beach Resorts Pvt Ltd
6. V eeramani Minerals Private Ltd
7. V eeramani Natural Stones P rivate Ltd
8. Stone W onders (India) Ltd
9. Celia Leather Private Ltd
10. Get Minerals & Coal Private Ltd
11. CAPEXIL
NIL
Chairman / Member of the Committee of the Board of Directors of the
Company
1. Audit Committee
2. Stakeholders’ Relationship Committee
3. Nomination and R emuneration Committee
1. Stakeholders’ Relationship Committee-
Chairman / Member of the Committee of Directors of other Public Limited
Companies in which he / she is a Director
NILNILNIL
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5THIRTY FIFTH ANNUAL REPORTCIN : L17111TN1990PLCO19791
DIRECTORS’ REPORT
Dear Shareholders,
Your Directors have pleasure in presenting the 35th 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
Particulars2024-25
Rs. in Lakhs
2023-24
Rs. in Lakhs
SALES
Export0.000.00
0.000.00
Operating Profit(50.35)(42.70)
Less: Financial Charges-0.09
Gross Profit (50.35)(42.79)
Less : Depreciation15.5915.59
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
Y our 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) MA TERIAL 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) P ARTICULARS 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
COMP ANIES
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
----------------Page (6) Break----------------
6THIRTY FIFTH ANNUAL REPORTCIN : L17111TN1990PLCO19791
Training Of Independent Directors
T o 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
Y our 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 MeetingNo. of Directors Present
29.05.20244
14.08.20244
14.11.20244
14.02.20253
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) RELA TED 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) ENERG Y 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
(L ODR) 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):
Y our 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) P ARTICULARS 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.
----------------Page (7) Break----------------
7THIRTY FIFTH ANNUAL REPORTCIN : L17111TN1990PLCO19791
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) ST ATUTORY 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) I NTERNAL 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) SECRET ARIAL 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) DET AILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
B Y 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
A T 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
Y our 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
ANNEXURE - I
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
Details on Conservation of energy, Technology absorption and Foreign exchange earnings and outgo
DetailsDisclosure
(A) Conser vation of energy –
(i) the steps taken or impact on conservation of energy;
The Company has suspended the manufacturing operation, hence
the conservation of energy reporting is not applicable.
(ii) the steps taken by the company for utilizing alternate
sources of energy;Nil
(iii) the capital investment on energy conservation equipments;Nil
(B) T echnology AbsorptionSince there is no manufacturing activity, the disclosure under this clause is not applicable.
(C) F oreign exchange earnings and OutgoRs. In lakhs
2024-252023-24
(1) Expenditure on Foreign Currency
a) CommissionNilNil
b) T ravelNilNil
(2) Ear nings in Foreign ExchangeNilNil
----------------Page (8) Break----------------
8THIRTY FIFTH ANNUAL REPORTCIN : L17111TN1990PLCO19791
ANNEXURE - III
ANNEXURE - IV
MANAGEMENT DISCUSSION & ANALYSIS COMPANIES
A) INDUSTRY PERFORMANCE:
The Indian Textiles Industry plays an important role in the growth
of the Indian economy. Apart from providing one of the basic
necessities of life, the textiles industry also plays a pivotal
role through its contribution to industrial output, employment
generation, and the export earnings of the country.
During the year, there has been a exceptional slow down for
yarn markets globally. Surplus production, uneconomical
exports and reduced demand for quality yarn in the domestic
market are some of the reasons for the lower performance of
the industry. Decision to reduce exports at the present juncture
due to the uneconomical prices also aggravated situation due
to competition from other developing countries like Indonesia,
Vietnam, Bangladesh etc.,
B) OUTL OOK:
The Company expects the cotton price to remain volatile, as this is
evident from the trend during the last quarter of the financial year
2024-25. The overall global economic outlook is encouraging to
some extent.
C) MARKETING:
India is a large supplier of cotton yarn in the world market. Due
to recession in global markets, volume and value of exports have
come down significantly. Your company being predominantly into
the overseas market, maintain excellent relation 2024-25 with all
its overseas customers who have been dealing with dealing with
the Company over the years by adhering to quality standards,
delivery schedules and competitive prices.
D) RISKS AND CONCERNS
The Company has devised risk management policy which
involves identification of the business risks as well as the
financial risks, its evaluation, monitoring, reporting and mitigation
measures. The Audit Committee and Board of Directors of the
Company periodically review the risk management policy of
the company so that the management controls the risk through
properly defined network.
E) INTERNAL CONTROL AND ITS 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.
F) SEGMENT-WISE OR PRODUCT WISE PERFORMANCE
The Company is in the business of manufacture and export
of cotton yarn and grey fabrics and also trade in the same
commodity and accordingly trading is considered as a segment.
G) DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT
TO OPERATIONAL PERFORMANCE:
This has already been reported as Review of Operation in the
Directors’ Report.
REPORT ON CORPORATE GOVERNANCE
1. THE COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance refers to a combination of laws, regulations,
procedures, implicit rules and voluntary practices that enable
companies to perform efficiently and thereby maximize long term
value for shareholders, while respecting the aspect of multiple
stakeholders. Our Company has been practicing the principle of good
corporate governance since inception, not on account of regulatory
requirements but on account of sound management practices for
enhancing customer satisfaction and value for shareholders.
The Company’s philosophy on Corporate Governance enshrines the
goal of achieving the highest levels of transparency, accountability and
equity in all spheres of its operations and in all its dealings with the
shareholders, employees, the Government and other parties.
As required under Clause 49 of the Listing Agreement with the Stock
Exchanges, the Corporate Governance Report forms part of the Annual
Report. Your Company is in full compliance with the requirements and
disclosures as stated therein. A certificate from the Statutory Auditors
of the Company confirming compliance of the Corporate Governance
is appended to the Report on Corporate Governance.
2. BOARD OF DIRECTORS
The Company has a well-defined process that ensure placement
of all material and vital information before the Board pertaining to
business to be considered at each Board Meeting enabling effective
participation by Board Members in the discussion and in discharging
their responsibilities.
The Board of Directors of the Company consists of One Executive
Director, One Non-Executive Director and Two Non – Executive
independent Directors (including one-woman director) as on
31.03.2025.
----------------Page (9) Break----------------
9THIRTY FIFTH ANNUAL REPORTCIN : L17111TN1990PLCO19791
DirectorBoard Meetings held during the yearAttendance of last AGMNo.of Directorship
(other than
this Company)
No. of other Board –
committee positions held
HeldAttendedAs ChairmanAs Member
Mr. R. Veeramani Promoter – Managing Director43No101Nil
Mr. S. Sakthivel
Non-Executive Independent44Yes0NilNil
Mr. S. Gopal
Non- Executive44Yes6NilNil
Mrs. Poorana Juliet
Non-Executive Independent44Yes1NilNil
As on 31st March 2025, none of the Directors on the Board hold
the office of Director in more than 10 Public Limited Companies or
Membership of Committees of the Board in more than 10 Committees
or Chairmanship of more than 5 Committees, across all companies.
Board Meeting Dates:
Board Meetings were held five times during the financial year from
1st April 2024 to 31st March 2025. The dates of Board Meetings were
as follows:
Date of Board
Meeting
Strength of the
Board
No. of Directors
Present
29.05.202444
14.08.202444
14.11.202444
14.02.202543
COMPOSITION OF BOARD COMMITTEES:
i) Audit Committee:
Composition:
The Audit Committee comprises of the following Directors:
1. Mr . S. Sakthivel – Chairman
2. Mr . S. Gopal – Member
3. Mrs. P oorana Juliet – Member
Date of Meetings:
29.05.2024, 14.08.2024, 14.11.2024, 14.02.2025
NameDesignationNo. of Meeting
attended
Mr. S. Sakthivel Chairman4
Mr. S. GopalMember4
Mr. Poorana JulietMember4
Functions of Audit Committee
The Audit Committee shall oversee financial reporting process
and disclosures, review annual financial statements, management
discussion and analysis of financial condition and results of operation,
review adequacy of internal audit function, management letters /
letters of internal control weakness issued by the statutory auditors,
internal audit report relating to internal control weakness, related party
transactions, review financial and risk management policies, to look
into the reasons for substantial defaults in the payment to depositors,
debenture / shareholders and creditors, oversee compliance with
Stock Exchange and legal requirements concerning financial
statements, review auditors’ qualifications(draft), compliance with
Accounting Standards, recommending the appointment and renewal
of external Auditors / Chief internal auditors / fixation of audit fee and
also approval for payment for any other services etc.
The Audit Committee of the Company provides assurance to the
Board on the adequacy of the internal control systems and financial
disclosures. This is done at meetings of the committee wherein
the statutory auditor, internal auditor and the senior management
are present. All the Directors forming part of the committee are
independent directors.
ii) Stakeholders’ Relationship & Share Transfer Committee:
The Stakeholders Relationship Committee specifically looks into issues
such as redressing of Shareholders’ and investors’ complaints such
as transfer of shares, non-receipt of shares and ensuring expeditious
share transfers and also redresses the grievances of deposit holders,
debenture holders and other security holders. The meetings were held
under this committee for the financial year ended 31st March 2025 on
06.07.2024, 18.07.2024, 01.10.2024, 01.11.2024, 08.11.2024 and
04.12.2024.
The Committee comprises of the following Directors:
1. Mr. S. Gopal
2. Mr. S. Sakthivel
3. Mr. R. Veeramani
NameDesignationNo. of
Meeting
held
No. of
Meeting
attended
Mr. S. Gopal Chairman77
Mr. S. Sakthivel Member77
Mr. R. VeeramaniMember77
----------------Page (10) Break----------------
10THIRTY FIFTH ANNUAL REPORTCIN : L17111TN1990PLCO19791
Shareholders queries received and replied in 2024-25
During the financial year 2024-2025, two complaints were received
from shareholders and resolved.
iii) Nomination & Remuneration Committee
Composition of Nomination & Remuneration Committee:
The Nomination & Remuneration Committee comprises of the
following Directors:
1. Mr. S. Sakthivel
2. Mrs. Poorana Juliet
3. Mr. S. Gopal
Scope of the Nomination & Remuneration Committee includes the
following:
The committee shall formulate the criteria for determining the
qualification, positive attributes and independence of a director and
recommend to the Board a policy, relating to the remuneration for
the directors, key managerial personnel and other employees. The
committee shall ensure that level and composition of remuneration is
reasonable and sufficient, relationship of remuneration to performance
is clear and meets performance benchmarks and involves a balance
between fixed and incentive pay. To review the policy from the time
to time for selection and appointment of Directors, Key Managerial
Personnel and senior management employees and their remuneration.
To determine and recommend to the Board from time to time the
amount of commission and fees payable to the Directors within the
applicable provisions of the Companies Act, 2013 and the amount
of remuneration, including performance or achievement bonus and
perquisites payable to the Executive Directors. The Committee shall
function as is mandated by the Board from time to time and / or
enforced by any statutory notification, amendment or modifications
as may be applicable. The meeting was held under this committee for
the financial year ended 31st March 2025 on 14.02.2025.
The details of the remuneration / sitting fees paid to the Directors
during the financial year 2024-2025 are as follows:
Director
Remuneration paid During
April 2024 – March 2025 (Rs.)
Basic
SalaryPerquisites
Sitting
FeesTotal
Mr. R. VeeramaniNilNil9,0009,000
Mr. S. Sakthivel NilNil12,00012,000
Mr. S. GopalNilNil12,00012,000
Mrs. Poorana JulietNilNil12,00012,000
Nomination and Remuneration Policy:
The company has sound and transparent policy in determining
and accounting for the remuneration of Executive/ Non-Executive/
Independent Directors. The payment of Remuneration to Executive
directors is subject to the recommendation of the Nomination and
Remuneration Committee and approval of the Board.
Your company recognizes the importance of human resource as its
valuable assets and aligning the business objectives with specific
measurable performance of individual objectives and targets.
This policy on nomination and remuneration of Directors, Key
Managerial Personnel (KMPs) and other employees has been
formulated in terms of the provisions of the Companies Act, 2013,
Listing Agreement and SEBI (LODR) Regulations 2015 to pay equitable
remuneration to the directors, KMPs and employees of the Company.
The objective and purpose of the Remuneration Policy is to determine
qualifications, competencies, positive attributes and independence
for the appointment of a director (executive / non-executive) and
recommend to the Board policies relating to the remuneration of the
directors, KMPs and other employees. It also ensures that recognition
of performance encourages achieving better operational results.
The Nomination and Remuneration Committee recommends the
remuneration/commission payable to executive Directors which
is approved by the Board of Directors, subject to the approval of
shareholders, wherever necessary.
The Board will have the discretion to retain the Managing Director,
KMP and senior management personnel in the same position /
remuneration or otherwise, even after attaining the retirement age, for
the benefit of the Company.
iv) Risk Management Committee
The Company has laid down procedures to inform the Board
Members about the risk assessment and minimization procedures.
The Designated Officials submit quarterly reports, which are reviewed
periodically by the Management Committee to ensure effective risk
management.
3. Code of Conduct for Board Members and Senior Management
Personnel
The Board of Directors had adopted a Code of Conduct for the Board
Members and employees of the Company. The Code helps the
Company to maintain the Standard of Business Ethics and ensure
compliance with the legal requirements, specifically under Clause 49
of the Stock Exchange Listing Agreements of the Company. The Code
is aimed at preventing any wrongdoing and promoting ethical conduct
at the Board and employees. A copy of the code of conduct has been
posted at the Company’s website www.gemspin.com.
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 declaration regarding compliance with the code of conduct as
required under clause 49 of the listing agreement with the stock
exchanges is appended to this report.
----------------Page (11) Break----------------
11THIRTY FIFTH ANNUAL REPORTCIN : L17111TN1990PLCO19791
4. Code of Conduct for preventing of Insider Trading
The Company has adopted a code of conduct for prevention of Insider
trading in accordance with the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015. All the Directors
and Senior Management Personnel and such other designated
employees of the Company who are expected to have access to
unpublished price sensitive information relating to the Company are
covered under the said code. The Directors, their relatives, senior
management personnel, designated employees etc., are restricted
from purchasing, selling and dealing in the shares while being in
possession of unpublished price sensitive information about the
Company during certain prohibited periods. All Board of Directors and
the designated employees have confirmed compliance with the code.
5. GENERAL BODY MEETINGS
General Body
MeetingDateVenueTime
Special
Resolution
Passed At
AGM
AGM for the
year ended
31.03.2025
28.08.2025
14 Mangalam
Village
Kancheepuram
Dist.
10.30.
a.mYes
AGM for the
year ended
31.03.2024
27.09.2024
14 Mangalam
Village
Kancheepuram
Dist.
10.30
a.mYes
AGM for the
year ended
31.03.2023
21.09.2023
14 Mangalam
Village
Kancheepuram
Dist.
10.30
a.m.Yes
6. DISCL OSURES
a) R elated party transaction:
During the year, there is no related party transactions.
b) Compliances by the company:
The Company has complied with the requirements of the Stock
Exchanges, SEBI etc., on all matters related to Capital market. No
penalties or strictures have been imposed on the company by the
Stock Exchanges/SEBI during the last three years. No penalties
or strictures have been imposed on the Company by the Stock
Exchanges or SEBI or any other statutory authority.
c) W e affirmed that no personnel have been denied access to the
audit committee.
d) Whistle Blower Policy/Vigil Mechanism:
The company does not have a whistle blower policy at present.
However, a full fledge policy shall be in place once the activity
in the company takes off. Further, Directors and employees are
having full access to the audit committee to report their genuine
and serious concern.
e) Compliance with mandatory requirements: The Company has
complied with all Mandatory requirements as mentioned under
Listing Agreement / SEBI (LODR) Regulations 2015.
f) Adoption of Non- Mandatory requirements: The Company is in
the process of adopting other non – mandatory requirements as
mentioned under SEBI (LODR) Regulations 2015. The company
has appointed separate persons to the post of Chairman and
CEO&MD.
7) Means of communication
The annual, half-yearly and quarterly results are regularly
submitted to the stock exchanges in accordance with the listing
agreement and are published in Makkal Kural (Tamil) and News
today (English) newspapers.
8) General Shareholders Information:
Annual General Meeting
The 35th Annual General Meeting of the Company will be held
on Thursday, 28th August 2025 at the Registered Office of the
Company.
Financial Calendar for the year 2025-26 (Provisional)
Results for the first quarter ending
30th June, 202528-07-2025
Results for the second quarter ending
30th September, 2025
2nd Week of
November 2025
Results for the third quarter ending
31st December, 2025
2nd Week of
February 2026
Results for the fourth quarter ending
31st March, 2026
Last week of May
2026
Annual General Meeting for the year ending
31st March 202630.09.2026
No presentation has been made to International Investors or to the
Analysts.
9) Address for Communication:
REGISTERED OFFICE & MILLS - 14, Mangalam Village,
Madhuranthagam Taluk
Kancheepuram District,
Tamil Nadu – 603 107
E mail id: accounts@gemspin.com
CORPORATE OFFICE - 78, CATHEDRAL ROAD,
CHENNAI – 600 086.
10) P ostal Ballot resolutions - Nil
11) Listing on Stock Exchange at : Bombay Stock Exchange
P.J. Tower, Dalal Street
Mumbai - 400 001
12) STOCK CODE : BSE Ltd. 521133
----------------Page (12) Break----------------
12THIRTY FIFTH ANNUAL REPORTCIN : L17111TN1990PLCO19791
13. MONTHLY SHARE PRICE DETAILS AT BSE DURING THE YEAR
2024-2025:
MONTH
BSE
HIGH
(Rs.)
LOW
(Rs.)
NO. OF SHARES
TRADED
APR – 243.563.301,600
MAY - 243.343.272,600
JUNE – 243.523.503,300
JULY – 243.403.351,900
AUGUST - 243.573.57100
SEPTEMBER – 244.323.571,200
OCTOBER – 249.314.5311,200
NOVEMBER – 2410.659.4728,200
DECEMBER – 249.808.5516,000
JANUARY – 259.125.508,800
FEBRUARY – 255.504.153,400
MARCH - 255.334.1512,800
14. SEBI COMPLAINTS REDRESS SYSTEM (SCORES):
The investor complaints are processed in a centralised web-based
complaints redress system. The salient features of this system are:
Centralised database of all complaints, online upload of Action Taken
Reports (ATRs) by concerned companies and online viewing by
investors of actions taken on the complaint and its current status.
15. SHARE TRANSFER SYSTEM:
Presently the share transfer documents, which are received by the
Company, are processed, approved and kept ready for dispatch within
15 days from the date of the receipt.
16. DEMA TERIALISATION OF SHARES:
The Company’s shares are available for trading in the depository
systems of both the National Securities Depository Limited and
the Central Depository Services (India) Limited. The International
Securities Identification Number (ISIN) allotted to the Company is
INE165F01020. As on 31st March, 2025, 90.95% of the Company’s
total shares are in dematerialized form.
17. DISTRIBUTION OF SHAREHOLDING AS ON 31ST MARCH, 2025 :
Number of sharesNumber of shareholdersPercentage of shareholdersNumber of shares heldPercentage of shareholding
1 - 1002388780.6723883233.90
101 - 500448415.1412810772.09
501 - 10007252.455877000.96
1001 - 20002480.843670000.60
2001 - 3000650.221570000.25
3001 - 4000320.111132000.18
4001 -5000720.243536000.57
5001-10000460.163737000.61
10001 & Above 500.175575039090.84
TOTAL29609100.0061371990100.00
18. CATEGORIES OF SHAREHOLDERS AS ON 31ST MARCH, 2025:
CategoryNo. of Shares held%
Indian Promoters4471310072.86
Financial Institutions49219908.02
Bodies Corporate2052000.33
Indian Public11512700 18.77
Others190000.02
Total61371990100.00
19. RECONCILIATION OF SHARE CAPITAL AUDIT:
A quarterly audit was conducted by a practicing company secretary,
reconciling the issued and listed capital of the company with the
aggregate of the number of shares held by investors in physical form
and in the depositories and the said certificates were submitted to the
stock exchanges within the prescribed time limit. As on 31st March
2025 there was no difference between the issued and listed capital
and the aggregate of shares held by investors in both physical form
and in electronic form with the depositories.
20. DISCL OSURE IN RELATION TO SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:
The company has complied with provisions relating to the constitution
of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal ) Act 2013
a. No of complaints filed during the financial year – NIL
b. Number of complaints disposed of during the financial year - NIL
c. Number of complaints pending as on end of the financial year – NIL
21. PREVENTION OF INSIDER TRADING:
In accordance with the SEBI Regulations as amended, the Company
has established a code of conduct for prohibition of insider trading in
the company’s shares. The objective of this Code is to prevent misuse
of any unpublished price sensitive information and prohibit any insider
trading activity, in order to protect the interest of the shareholders at
large. During the year under review, there has been due compliance
with SEBI (Prohibition of Insider Trading) Regulations 2015.
22. ADDRESS FOR CORRESPONDENCE:
The Secretary
Gem Spinners India Limited
78, Cathedral Road
Chennai - 600 086.
----------------Page (13) Break----------------
13THIRTY FIFTH ANNUAL REPORTCIN : L17111TN1990PLCO19791
CERTIFICATE ON CORPORATE GOVERNANCE UNDER LISTING
REGULATIONS
To,
The Members
M/s. Gem Spinners India Limited
No 14 Mangalam Villagemadurathagam Taluk
Kancheepuram District
Tamil Nadu-603107
We have examined the compliance of conditions of Corporate
Governance by M/s. Gem Spinners India Limited (‘the Company’),
for the year ended 31st March 2025, as stipulated in the Regulations
17-27, clauses (b) to (i) of Regulation 46(2) and paragraphs C and
D of Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (‘Listing Regulations’), as amended,
pursuant to the Listing Agreement of the Company with the Stock
Exchanges. We have obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of certification.
The compliance of conditions of Corporate Governance is the
responsibility of the Management. This responsibility includes
the design, implementation, and maintenance of internal control
procedures to ensure the compliance with the conditions of Corporate
Governance stipulated in the SEBI Listing Regulations.
Our examination was limited to the procedure and implementation
process adopted by the Company for ensuring compliance with the
conditions of the Corporate Governance. This certificate is neither an
assurance as to the future viability of the Company nor of the efficacy
or effectiveness with which the management has conducted the
affairs of the Company.
On our examination, we observed that the company has no material
subsidiaries.
In our opinion and to the best of our information and according to
the explanations and information furnished to us, we certify that
the company has complied with all the mandatory requirements
of Corporate Governance as stipulated in Schedule II of the said
Regulations.
As regards the Discretionary Requirement specified in Part – E
of Schedule II of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has complied with
items C and E.
N. Srividhya
Practising Company Secretary
Membership No. A34428
CP No. 14058
Place: Chennai Peer review certificate No.829/2020
Date: 30.07.2025 Unique code P2004TN081200
UDIN: A034428G000931841
Form No. MR-3
Secretarial Audit Report for the financial year ended 31.03.2025
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule
9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014]
To,
The Members
GEM SPINNERS INDIA LIMITED
We have conducted the secretarial audit of the compliance of
applicable statutory provisions and the adherence to good corporate
practices by M/S. GEM SPINNERS INDIA LIMITED (Hereinafter called
“the company”). Secretarial audit was conducted in a manner that
provided us a reasonable basis for evaluating the corporate conducts/
statutory compliances and expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute
books, forms and returns filed and other records maintained by the
company and also the information provided by the Company, its
officers, agents and authorized representatives during the conduct of
secretarial audit, we hereby report that in our opinion, the company
has, during the audit period covering the financial year ended
31st March, 2025, complied with the statutory provisions listed
hereunder and also that the Company has proper Board-processes
and compliance mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter:
We have also examined the following with respect to the new
amendment issued vide SEBI Circular no. CIR/CFD/CMD1/27/2019
dated 8th February 2019, Exchange Circular no. 20230316-14
dated 16th March 2023 and SEBI vide (LODR) (Third Amendment)
Regulations, and 2024 notified on 12th December 2024 has further
revised the framework effective from 1st April 2025(Regulation 24A
of SEBI (LODR):
(a) all the documents and records were made available to us and an
explanation provided by M/s. Gem Spinners India Limited (“the
Listed Entity”),
(b) the filings/submissions made by the Listed Entity to the Stock
Exchange,
(c) website of the listed entity,
(d) books, papers, minute books, forms and returns filed with the
Ministry of Corporate Affairs and other records maintained by
Gem Spinners India Limited (“the Company”) for the financial
year ended on 31st March, 2025 according to the provisions as
applicable to the Company during the period of audit and subject
to the reporting made hereinafter and in respect of all statutory
provisions listed hereunder:
i. The Companies Act, 2013 (the Act) and the Rules made
there under;
ii. The Securities Contracts (Regulation) Act, 2018 (‘SCRA’)
and the Rules made there under;
----------------Page (14) Break----------------
14THIRTY FIFTH ANNUAL REPORTCIN : L17111TN1990PLCO19791
iii. The Depositories Act, 1996 and the Regulations and Bye-
laws framed there under;
iv . The following Regulations and Guidelines prescribed under
the Securities and Exchange Board of India Act, 1992 (‘SEBI
Act’): -
(a) The Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 as amended from time to time.
(b) The Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations,
2011 as amended from time to time;
(c) The Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015 as amended from
time to time;
(d) The Securities and Exchange Board of India (Registrars
to an Issue and Share Transfer Agents) Regulations,
1993 regarding the Companies Act, 2013 and dealing
with client;
We hereby report that
a. The Listed Entity has complied with the provisions of the above
Regulations and circulars/guidelines issued thereunder, except as
specified below.
b. The Listed Entity has maintained proper records under the
provisions of the above Regulations and circulars/guidelines
issued thereunder in so far as it appears from our examination of
those records.
c. T here were no actions taken against the listed entity /its promoters
/directors/material subsidiaries either by SEBI or by Stock
Exchanges (including under the Standard Operation Procedures
issued by SEBI through various circulars) under the aforesaid
Acts/Regulations and circulars/guidelines issued thereunder
except :
• SOP fines levied by the stock exchange for late submission
of Financial results to BSE
We have also examined the compliance with the applicable clauses
of the following:
(i) The Listing Agreements entered into by the Company with the
Stock Exchanges, where the Securities of the Company are listed
and the uniform listing agreement with the said stock exchanges
pursuant to the provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015
(ii) Secretarial Standards with respect to Meetings of Board of
Directors (SS-1) and General Meetings (SS-2) issued by the
Institute of Company Secretaries of India.
Since, the Company’s manufacturing business is fully ceased and
is presently not engaged in any business activity in our opinion and
as identified and informed by the management, the Company has no
specific laws applicable.
It is reported that during the period under review, the Company has
been regular in complying with the provisions of the Act, Rules,
Regulations and Guidelines, as mentioned above, except:
1. The shareholding of the Promoters is yet to be fully dematerialized.
2. The Company is yet to strictly comply with SEBI (LODR)
Regulations, 2015 among other deviations as observed in 24A
Audit filed with the Bombay Stock Exchange.
3. The Company is yet to improve in Secretarial Standards in certain
areas.
4. The Company is yet to appoint an Internal Auditor.
5. There was a Delay in the filing of the few forms however the same
was filed with an additional fee with the Registrar of Companies.
We further report that there were no actions/events in the
pursuance of
1. The Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat equity) Regulations, 2021 and
the Employees Stock Option Scheme, 2007 approved under
the provisions of the Securities and Exchange Board of India
(Employee Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999;
2. The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021;
3. The Securities and Exchange Board of India (Buyback of
Securities) Regulations, 2018;
4. The Securities and Exchange Board of India (Issue of Capital and
Disclosure (Requirements) Regulations, 2018;
5. The Securities and Exchange Board of India (Issue and Listing of
Non – convertible Securities) Regulations, 2021;
6. F oreign Exchange Management Act, 1999 and the rules and
regulations made there under to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial
Borrowings;
7. Securities and Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008;
8. Securities and Exchange Board of India (Investor Protection and
Education Fund) Regulations, 2009;
9. Securities and Exchange Board of India (Prohibition of Fraudulent
and Unfair Trade Practices relating to Securities Market)
Regulations, 2003 requiring compliance thereof by the Company
during the Financial Year under review.
We further report that, based on the information provided by the
Company, its officers and authorized representatives in our opinion,
adequate systems and control mechanism exist in the Company to
monitor and ensure compliance with other applicable general laws
including Human Resources and Labour laws.
----------------Page (15) Break----------------
15THIRTY FIFTH ANNUAL REPORTCIN : L17111TN1990PLCO19791
We further report that the compliance by the Company of applicable
financial laws, like direct and indirect tax laws, has not been reviewed
in this Audit since the same have been subject to review by Statutory
financial auditor and other designated professionals.
We further report that
The Board of Directors of the Company is constituted with Executive,
Non-executive Directors and Independent Directors. There were no
changes in the composition of the Board of Directors during the
period under review except the appointment of Mr. Sakthivel as an
independent director, with respect to which the forms were filed with
the Ministry of Corporate Affairs.
Notices is given to all directors to schedule the Board Meetings, agenda
and detailed notes on agenda were delivered and a system exists for
seeking and obtaining further information and clarifications on the
agenda items before the meeting and for meaningful participation at
the meeting.
All decisions at Board Meetings and Committee Meetings are carried
out unanimously as recorded in the minutes of the meetings of the
Board of Directors or Committee of the Board, as the case may be.
We further report that during the audit period no events have
occurred, which have a major bearing on the Company’s affairs,
except the following:
1. R egularization of Mr. S. Sakthivel (DIN: 10642354) as an
Independent Director of the Company at the Postal Ballot held on
30th June 2024.
We further report, no other material events have occurred during
the period after the end of Financial Year and before the signing of
this report. – NIL
N. Srividhya
Practising Company Secretary
Membership No. A34428
CP No. 14058
Place: Chennai Peer review certificate No.829/2020
Date: 30.07.2025 Unique code P2004TN081200
UDIN: A034428G000931830
ANNEXURE – A
To,
The Members
GEM SPINNERS INDIA LIMITED
1. Maintenance of secretarial record is the responsibility of the
management of the Company. Our responsibility is to express an
opinion on these secretarial records based on our audit.
2. W e have followed the audit practices and processes as
wereappropriate to obtain reasonable assurance about the
correctness of the contents of the secretarial records. The
verification was done on the random test basis to ensure that
correct facts are reflected in secretarial records. We believe that
the processes and practices, we followed provide a reasonable
basis for our opinion.
3. W e have not verified the correctness and appropriateness of
financial records and Books of Accounts of the Company.
4. Wherever required, we have obtained the Management
representation about the compliance of laws, rules and
regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other
applicable laws, rules, regulations, standards is the responsibility
of the management. Our examination was limited to the
verification of procedures on a random test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the company nor of the efficacy or effectiveness
with which the management has conducted the affairs of the
Company.
N. Srividhya
Practising Company Secretary
Membership No. A34428
CP No. 14058
Place: Chennai Peer review certificate No.829/2020
Date: 30.07.2025 Unique code P2004TN081200
UDIN: A034428G000931830
Certificate of Non-Disqualification of Directors
(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)
(i) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015)
To,
M/s. Gem Spinners India Limited
No 14 Mangalam Villagemadurathagam Taluk
Kancheepuram District
Tamil Nadu-603107.
We have examined the relevant registers, records, forms, returns
and disclosures received from the Directors of M/s. GEM SPINNERS
INDIA LIMITED having CIN L17111TN1990PLC019791 and having
its registered office at No 14 Mangalam Village Madurathagam Taluk
Kancheepuram District Tamil Nadu-603107 (hereinafter referred to as
‘the Company’), produced before us by the Company for the purpose
of issuing this Certificate, in accordance with Regulation 34(3) read
with Schedule V Para-C Sub-clause 10(i) of the Securities Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, for the year ended 31st March 2025.
In our opinion and to the best of our information and according to
the verifications (including Directors Identification Number (DIN)
status at the portal www.mca.gov.in) as considered necessary and
explanations furnished to us by the Company and its officers, we
hereby certify that none of the Directors on the Board of the Company
as stated below for the Financial Year ending on March 31, 2025 have
been debarred or disqualified from being appointed or continuing as
Directors of companies by the Securities and Exchange Board of India,
Ministry of Corporate Affairs or any such other Statutory Authority.
----------------Page (16) Break----------------
16THIRTY FIFTH ANNUAL REPORTCIN : L17111TN1990PLCO19791
S.
No.
Name of DirectorDesignationDINDate of
original
Appointment
in Company
1MRS. RANGASWAMI
VEERAMANI
Managing
Director
0003289506/12/1993
2MR. SRINIVASAN
GOPAL
Director0644800706/12/1993
3MRS. POORANA
JULIET
Independent
Director
0714363730/03/2015
4MR. SAKTHIVEL Independent
Director
1064235401/04/2024
Ensuring the eligibility of the appointment/continuity of every Director
on the Board is the responsibility of the management of the Company.
Our responsibility is to express an opinion on these based on our
verification. This certificate is neither an assurance as to the future
viability of the Company nor of the efficiency or effectiveness with
which the management has conducted the affairs of the Company.
N. Srividhya
Practising Company Secretary
Membership No. A34428
CP No. 14058
UDIN: A034428G000931830
Place : Chennai
Date : 30.07.2025
DECLARATION IN COMPLIANCE WITH THE CODE OF CONDUCT
I, R.Veeramani, Managing Director of the Company, hereby declare
that the Board of Directors has laid down a Code of Conduct for its
Board Members and Senior Management Personnel of the Company
and the Board Members and Senior Manager Personnel have affirmed
compliance with the said code of conduct.
For GEM SPINNERS INDIA LIMITED
R.Veeramani
Place: Chennai Managing Director
Date: 30-07-2025 Din No:00032895
CFO CERTIFICATION
The Board of Directors
Gem Spinners India Limited
78, Cathedral Road,
Chennai - 600 086
Dear Members of the Board,
A. W e have reviewed financial statements and the cash flow
statement for the year and that to the best of our knowledge and
belief:
(1) these statements do not contain any materially untrue
statement or omit any material fact or contain statements
that might be misleading;
(2) these statements together present a true and fair view of
the listed entity’s affairs and are in compliance with existing
accounting standards, applicable laws and regulations.
B. There are no transactions entered into by the listed entity during
the year which are fraudulent, illegal or violative of the listed
entity’s code of conduct.
C. we are responsible for establishing and maintaining internal
controls for financial reporting and we have evaluated the
effectiveness of internal control systems of the company
pertaining to financial reporting and we have disclosed to the
auditors and the audit committee, changes if any, in the design or
operation of such internal controls.
D. we have indicated to the auditors and the Audit committee
(1) any significant changes in internal control over financial
reporting during the year;
(2) all significant changes in accounting policies during the year
and that the same have been disclosed in the notes to the
financial statements; and
(3) any instances of significant fraud of which we are aware that
involve the management or an employee having a significant
role in the company’s internal control system over financial
reporting.
Place: Chennai G.Senthilvel
Date : 30-07-2025 Chief Financial Officer
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28THIRTY FIFTH ANNUAL REPORTCIN : L17111TN1990PLCO19791
BALANCE SHEET AS AT 31ST MARCH, 2025
PARTICULARSNOTE NO.AS AT 31.03.2025AS AT 31.03.2024ASSETS
1) NON CURRENT ASSETSa) Property, Plant and Equipment3 5,06,73,717 5,22,33,253
b) Capital work-in-progressc) Other Intangible Assets
d) Financial Assets (i) Investments
(ii) T rade Receivables (iii) Loans
(iv) Other Financial Assets4-- e) Defferred Tax Assets(net)5 1,16,29,534 1,16,29,534
f) Other Tax Assets (net)6 36,55,559 36,55,559 g) Other Non-Current Assets7 13,75,343 13,75,343
TOTAL NON-CURRENT ASSETS 6,73,34,153 6,88,93,689 2) CURRENT ASSETS
a) Inventories--b) Financial Assets
(i) Investments (ii) Trade Receivables
(iii) Cash and Cash Equivalents8940615,741 (iv) Bank Balances other than (iii) above3,39,076(2,31,198)
(v) Loans-- (vi) Other Financial Assets9--
c) Cur rent Tax Assetsd) Other Cur rent Assets98,84,6906,21,523
Assets included in disposal group held for sale-TOTAL CURRENT ASSETS 12,33,1724,06,066
TOTAL ASSETS 6,85,67,3256,92,99,755EQUITY AND LIABILITES
EQUITYEquity Share Capital1030,68,59,95030,68,59,950
Other Equity Reserves and Surplus11(32,93,24,505)(32,27,30,523)
Items of Other Comprehensive Income--Equity Attributable to Owners of the Company(2,24,64,555)(1,58,70,573)
Non-controlling Interests-TOTAL EQUITY (2,24,64,555)(1,58,70,573)
LIABILITIES1) NON CURRENT LIABILITES
a) Financial Liabilities (i) Borrowings128,85,30,6878,28,32,969
(ii) Trade Payables-- (iii) Other Financial Liabilites--
b) P rovisions--c) Defer red Tax liabilities (net)--
d) Other Non-Current Liabilities--TOTAL NON CURRENT LIABILITES8,85,30,6878,28,32,969
2) CURRENT LIABILITIESa) Financial Liabilities
(i) Borrowings-- (ii) Trade Payables (Other than MSMC)1310,63,23910,81,230
(iii) Other Financial Liabilites--b) Other Current Liabilities148,63,83487,874
c) Provisions155,74,12011,68,255d) Current Tax Liabilities (Net)--
TOTAL CURRENT LIABILITIES 25,01,193 23,37,359 TOTAL LIABILITIES 9,10,31,880 8,51,70,327
TOTAL EQUITY AND LIABILITIES 6,85,67,325 6,92,99,755
For and on behalf of the Board As per our report of even dateFor M/s.VIVEKANANDAN & ASSOCIATES
R.Veeramani S. Gopal S. Sakthivel Managing Director Director Director
DIN : 00032895 DIN : 06448007 DIN : 10642354
Place : Chennai A. Vani G. SenthilvelDate : 30.05.2025 Company Secretary Chief Financial Officer
in Rupees
Chartered Accountants
Firm Regn. No.: 005268S S. Dehaleesan
Partner Membership No. 027312
UDIN : 25027312BMITGE5188
----------------Page (29) Break----------------
29THIRTY FIFTH ANNUAL REPORTCIN : L17111TN1990PLCO19791
STATEMENT OF PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2025
PARTICULARSNOTE NO.FOR THE YEAR ENDED 31.03.2025FOR THE YEAR ENDED 31.03.2024
REVENUERevenue from operations--
Other Income--Total Income--
EXPENSESCost of material consumed
Purchases of Stock-in-TradeChanges in inventories of finished goods, stock-in-trade and work-in-progress--
Employees benefits expenses16 10,41,274 14,70,871 Finance Costs17 180 9,440
Depreciation and amortization expense3 15,59,536 15,59,536 Impairment losses on financial assets and contract assets--
Other expenses18 39,92,993 27,98,791 Total Expenses 65,93,983 58,38,638
Profit from continuing operations before exceptional items and income tax (65,93,983) (58,38,638)Exceptional items - -
PROFIT/ (LOSS) BEFORE TAX (65,93,983) (58,38,638)TAX EXPENSES
i) Current Tax - - ii) Deferred Tax - -
Total Expenses (65,93,983) (58,38,638)PROFIT/(LOSS)FOR THE PERIOD FROM CONTINUING OPERATIONS (65,93,983) (58,38,638)
DISCONTINUED OPERATIONProfit / (Loss) fr5om discontinued operations--
Tax expenses of discontinued operation--PROFIT/(LOSS)FROM DISCONTINUED OPERATIONS (AFTER TAX)--
PROFIT/(LOSS) FOR THE YEAR (65,93,983) (58,38,638)OTHER COMPREHENSIVE INCOME (OCI)
Items that will not be reclassified to profit or lossRemeasurements of defined benefit liability (asset)
Fair value changes on equity investments through OCI--Share of OCI in assiciates and joint ventures--
Income tax relating to items that will not be reclassified to profit or loss--Items that will be reclassified to profit or loss--
Exchange differences on translating financial statements of foreign operations--Net loss on hedge of net investment in foreign operation--
Share of OCI in assiciates and joint ventures--Reclassification of exchange differences on loss of significant influence--
Effective portion of gains (losses) on hedging instruments in cash flow hedges--Effective portion of gains (losses) on hedging instruments in cash flow hedges --
Reclassified to profit and loss--Cost of hedging - changes in fair value--
Cost of hedging - reclassified to profit or loss--Fair value changes in debt instruments through OCI--
Fair value changes in debt instruments through OCI reclassified to profit or loss--Income tax relating to items that will be reclassified to profit or loss--
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF TAX--TOTAL COMPREHENSIVE INCOME FOR THE YEAR--
PROFIT FOR THE YEAR ATTRIBUTABLE TO:--Owners of the Company--
Non-controlling interests--OTHER COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO:--
Owners of the Company--Non-controlling interests--
TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO:--Owners of the Company--
Non-controlling interests--EARNINGS PER EQUITY SHARE - CONTINUING OPERATIONS--
Basic earnings per share (INR) (0.11) (0.10)Diluted earnings per share (INR)
EARNINGS PER EQUITY SHARE - DISCONTINUED OPERATIONSBasic earnings per share (INR)
Diluted earnings per share (INR)EARNINGS PER EQUITY SHARE - CONTINUING AND DISCONTINUED OPERATIONS
Basic earnings per share (INR) (0.11) (0.10)Diluted earnings per share (INR)
For and on behalf of the Board As per our report of even dateFor M/s.VIVEKANANDAN & ASSOCIATES
R.Veeramani S. Gopal S. Sakthivel Managing Director Director Director
DIN : 00032895 DIN : 06448007 DIN : 10642354
Place : Chennai A. Vani G. SenthilvelDate : 30.05.2025 Company Secretary Chief Financial Officer
in Rupees
Chartered Accountants
Firm Regn. No.: 005268S S. Dehaleesan
Partner Membership No. 027312
UDIN : 25027312BMITGE5188
----------------Page (30) Break----------------
30THIRTY FIFTH ANNUAL REPORTCIN : L17111TN1990PLCO19791
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2025
PARTICULARSNOTE NO.FOR THE YEAR ENDED 31.03.2025FOR THE YEAR ENDED 31.03.2024
A. Cash Flow from operating activities
Profit/(Loss) for the year(65,93,983)(58,38,638)
Adjustments for :
Depreciation15,59,53615,59,536
Interest and Finance1809,440
Defer red expenses written off--
Less : Interest/Dividend Income--
Operating Profit before Working Capital ChangesA(50,34,267)(42,69,662)
Adjustments for :
Inventories--
Loans and Advances--
Other Current Assets (2,63,167)8,859
Miscellaneous Expenditure--
Debtors --
Cur rent Liabilities(1,61,72,289)37,55,724
B(1,64,35,456)37,64,583
Cash generated from Operations (A+B = C)(A+B=C)(2,14,69,723)(5,05,079)
Interest and Finance ChargesD180.009,440
Net Cash from Operating Profit (C-D=E)(2,14,69,903)(5,14,519)
B. Cash flow from investing activities
Purchase of fixed assets--
Interest received--
Bank Deposits--
Net Cash used in investing activities--
C. Cash Flow from financing activities
Preferential Issue of Shares to Financial Institutions--
Proceeds from long term borrowings 2,20,33,842-
Proceeds from short term borrowings--
Net Cash used in Financing Activities2,20,33,842-
Net increase in cash and cash equivalents5,63,939(5,14,519)
Cash and cash equivalents as at 01.04.2024(4,73,226)41,293(Opening Balance)
Cash and Cash equivalents as at 31.03.202590,713(4,73,226)
(Closing Balance)
For and on behalf of the Board As per our report of even date
For M/s.VIVEKANANDAN & ASSOCIATES
R.Veeramani S. Gopal S. Sakthivel
Managing Director Director Director
DIN : 00032895 DIN : 06448007 DIN : 10642354
Place : Chennai A. Vani G. Senthilvel
Date : 30.05.2025 Company Secretary Chief Financial Officer
in Rupees
Chartered Accountants
Firm Regn. No.: 005268S S. Dehaleesan
Partner Membership No. 027312
UDIN : 25027312BMITGE5188
----------------Page (31) Break----------------
31THIRTY FIFTH ANNUAL REPORTCIN : L17111TN1990PLCO19791
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31
st MARCH 2025.
NOTE 1
GENERAL INFORMATION:
Gem Spinners India Limited was incorporated on 18th October, 1990
under Companies Act, 1956 as a Public Limited Company having
registered office at No.14 Mangalam Village, Madhuranthagam Taluk,
Kancheepuram District, Tamil Nadu. The Company’s shares are listed
in Bombay Stock Exchanges. The Company has set up a plant for
the Manufacture of Cotton yarn and Grey Fabrics at No.14 Mangalam
Village, Madhuranthagam Taluk, Kancheepuram District, Tamil Nadu.
NOTE 2
NOTES FORMING PART OF ACCOUNTS
A) BASIS OF PREPARATION AND PRESENTATION OF FINANCIAL
STATEMENTS
The standalone financial statements have been prepared in accordance
with the applicable Indian Accounting Standards (Ind AS) prescribed
under section 133 of the Companies Act. 2013 (the Act) read with the
Companies (India Accounting Standards) Rules, 2015, as amended
from time to time ans presentation requirement of Division Il of
Schedule Ill to the Companies Act, 2013. (Ind AS compliant Schedule
II), as applicable to the Standalone Financial Statements.
The Standalone Financial Statements have been prepared on accrual
and going concern basis. The accounting policies are applied
consistently to all the periods presented in the Standalone Financial
Statements.
B) USE OF ESTIMATES
The preparation of financial statements requires the management to
make judgements, estimates and assumptions that affect the reported
amount of assets, liabilities, revenues and expenses and disclosure of
contingent liabilities, at the end of the reporting period. Although these
estimates are based upon management’s best knowledge of current
events and actions, actual results could differ from these estimates in
the future period.
C) REVENUE RECOGNITION
Revenue is recognized to the extent that is probable that the economic
benefits will flow to the Company and the revenue can be reliably
measured. Sale of products is recognized when the significant risk
and reward of ownership of the goods have been passed to the buyer.
Revenue is recognised on a time proportion basis taking into account
the amount outstanding and the rate applicable. As there is no export
during the year under review the Company has not made any provision
as receivables such as Duty Drawback and other schemes.
D) PROPERTY, PLANT AND EQUIPMENT
Fixed Assets are stated at cost of acquisition less accumulated
depreciation and impairment losses if any, except free hold land which
is carried at cost less impairment losses if any. The cost comprises
purchase prices, borrowing cost if capitalization criteria are met and
directly attributable cost of bringing the asset to its working condition
for the intended use. Subsequent expenditure relating to an item of
fixed asset is added to its book value only if it increases the future
benefits from the asset beyond its previous assessed standard of
performance. All other expenses on fixed assets, including day-to-
day repair and maintenance expenditure and cost of replacing parts
are charged to the statement of profit and loss for the period as and when they occur.
E) DEPRECIATION
Depreciation on Fixed Assets is provided on Straight Line Method at the rates prescribed in Schedule II of the Companies Act, 2013 except
Plant & Machinery based on useful life ascertained for such asset. Gains or losses arising from disposal of fixed assets are measured
as the difference between the net disposal proceeds and the carrying amount of such assets are recognized in the statement of profit and
loss.
F) EMPL OYMENT BENEFITS
Short Term Obligations
Short term employee benefits viz., salaries and wages are recognised as expense at the undiscounted amount in the statement of profit and
loss for the year in which the related service is rendered.
POST EMPLOYMENT OBLIGATIONS
l PROVIDENT FUND P rovident Fund is a defined contribution scheme and the
contributions are recognised as expenses in the Profit & Loss Account for the year in which the employees have
rendered services. The company contributes to provident fund administered by the Government on a monthly basis at 12% of
employee’s basic salary. There is no other obligation other than the above defined contribution plan.
l GRATUITY Gratuity is a defined benefit retirement plan. The Company
contributes to the Scheme with Life Insurance Corporation of India based on actuarial valuation done by them as at the close of
the financial year.
G) PROVISIONS AND CONTINGENT LIABILITIES
1. Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation
as result of past events and it is probable that there will be outflow of resources.
2. Contingent Liabilities - Nil
H) IMP AIRMENT OF NON FINANCIALS ASSETS
Consideration is given at each balance sheet to determine whether there is any indication of impairment of the carrying amount of the
company’s fixed assets. If any indication exists an asset’s recoverable amount is estimated. An impairment loss is recognised whenever the
carrying amount of an asset exceeds recoverable amount.
I) TRADE & OTHER PAYABLE
These amounts represent liabilities for services received by the Company prior to the end of financial year which are unpaid. The
amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current
liabilities unless payment is not due within 12 months after the reporting period. They are recognized initially at their fair value and
subsequently measured at amortised cost using the effective interest method.
J) BORROWING COST
As there are no borrowings during this financial year the same is not applicable.
K) SEGMENT REPORTING :
The Company’s principal business activity being manufacture and
export of cotton yam and grey facics and In the same commodity.
However, during the financial year no operations were carried out.
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32THIRTY FIFTH ANNUAL REPORTCIN : L17111TN1990PLCO19791
Note 3
FIXED ASSETS
PARTICULARS
GROSS BLOCKDEPRECIATION BLOCKNET BLOCK
Total as on 31.03.2024AdditionsDeletionsTotal as on 31.03.2025Up to 31.03.2024Depreciation for the yearDeletionAdditionsTotal as on 31.03.2025SLM Value as on
31.03.2025
SLM Value as on
31.03.2024Rs.Rs.Rs.Rs.Rs.Rs.Rs.Rs.Rs.Rs.Rs.
1. Land 92,55,760 - - 92,55,760 - - - - - 92,55,760 92,55,760 2. Building 6,84,40,483 - - 6,84,40,483 6,18,91,459 15,59,536 - - 6,34,50,995 49,89,488 65,49,024
3. Plant and Machiner y 70,19,76,743 - - 70,19,76,743 66,68,77,906 - - - 66,68,77,906 3,50,98,837 3,50,98,837
4. Office Equipments
and F urniture
52,92,918 - - 52,92,918 50,28,272 - - - 50,28,272 2,64,646 2,64,646
5. Laptop 68,500 - - 68,500 65,075 - - - 65,075 3,425 3,425 6. Vehicles 28,49,749 - - 28,49,749 27,07,262 - - - 27,07,262 1,42,487 1,42,487
7. Misellaneous Assets 1,83,81,465 - - 1,83,81,465 1,74,62,391 - - - 1,74,62,391 9,19,073 9,19,073
TOTAL 80,62,65,617 - - 80,62,65,617 75,40,32,364 15,59,536 - - 75,55,91,900 5,06,73,717 5,22,33,253
Particulars31.03.2025 Rs.31.03.2024 Rs.
Note 4
OTHER FINANCIAL ASSETS (LOANS AND ADVANCES)
(Unsecured-considered good)- -
(Advances recoverable in cash or in kind
or for value to be received) - -
Note 5
DEFERRED TAX ASSETS 1,16,29,534 1,16,29,534
NOTE 6
OTHER TAX ASSETS
Tds Receivable 32,34,321 32,34,321
Customs Duty 3,53,974 3,53,974
MAT Payment 67,264 67,264
36,55,559 36,55,559
NOTE 7
OTHER NON-CURRENT ASSETS
Deposits 13,75,343 13,75,343
NOTE 8
CASH & BANK BALANCES
Cash on Hand 9,406 15,741
Balances with Scheduled Banks in:
Cur rent Account 81,308 (4,88,966)
Margin Money Account 2,57,768 2,57,768
Others--
3,39,076 (2,31,198)
NOTE 9
OTHER CURRENT ASSETS
Prepaid expenses 2,70,832 12,665
Income Receivable 6,08,858 6,08,858
Advances 5,000 -
8,84,690 6,21,523
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33THIRTY FIFTH ANNUAL REPORTCIN : L17111TN1990PLCO19791
NOTE 10
SHARE CAPITAL
Authorised:
9,00,00,000 Equity Shares of Rs.5/- each 45,00,00,000 45,00,00,000
Issued,Subscribed & Paidup:
6,13,71,990 Equity Shares of Rs.5/- each
fully paid up
30,68,59,950 30,68,59,950
(A) R econciliation of Share Capital
ParticularsAs at 31st March 2025As at 31st March 2024NumberAmount (Rs.)NumberAmount (Rs.)
Shares outstanding at the beginning of the year 6,13,71,990 30,68,59,950 6,13,71,990 30,68,59,950
Shares issued during the year (Preferential) --- --- --- ---
Shares bought back during the year --- --- --- ---
Shares outstanding at the end of the year 6,13,71,990 30,68,59,950 6,13,71,990 30,68,59,950
(B) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company
S.No.Name of ShareholderAs at 31st March 2025As at 31st March 2024No. of Shares held% of HoldingNo. of Shares held% of Holding
1Mr. R. VEERAMANI 1,49,61,666 24.38 1,49,61,666 24.38
2Mr. S.R. ASAITHAMBI 1,01,74,638 16.58 1,01,74,638 16.58
3Mr. R. SEKAR 97,43,348 15.87 97,43,348 15.87
4Mr. S.R. KUMAR 97,43,348 15.87 97,43,348 15.87
5ICICI BANK LIMITED 49,21,790 8.02 49,21,790 8.02
Particulars31.03.2025 Rs.31.03.2024 Rs.
Note 11
OTHER EQUITY
Share Capital- Reserve 1,97,19,618 1,97,19,618
Profit & Loss Account (34,90,44,123) (34,24,50,140)
(32,93,24,505) (32,27,30,523)
NOTE 12
BORROWINGS
a) Loans repayable on demand
i) from banks --
ii) from other parties--
b) Loans from related parties--
Unsecured loans 8,85,30,687 8,28,32,969
c) Deposits--
d) Other loans--
8,85,30,687 8,28,32,969
NOTE 13
TRADE PAYABLES
Current Liabilities & Provisions - 31,500
Sundry Creditors
i) MSME- -
ii) Others 10,63,239 10,49,730
iii) Disputed dues - MSME--
iv) Disputed dues - Others--
10,63,239 10,81,230
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34THIRTY FIFTH ANNUAL REPORTCIN : L17111TN1990PLCO19791
NOTE 14
OTHER CURRENT LIABILITIES
Other current liabilities 8,63,834 87,874
8,63,834 87,874
NOTE 15
PROVISIONS
Shor t term provisions 5,74,120 11,68,255
5,74,120 11,68,255
NOTE 16
EMPLOYEES BENEFITS EXPENSES
Salaries and Wages 9,83,586 14,04,114
Staff Welfare 14,101 145
Contribution to Funds 43,587 66,612
10,41,274 14,70,871
NOTE 17
FINANCE COSTS
Interest on hire purchase - -
Bank Charges 180 9,440
180 9,440
NOTE 18
OTHER EXPENSES
Other Charges 2,66,946 -
Repairs and Maintenance 82,458 1,33,760
Administrative, Selling & Other Expenses
Printing and Stationery 7,930 7,950
Postage and Telegram 10,293 1,358
Advertisement Expenses 83,948 51,471
Donation 2,002 2,002
Rates and Taxes 51,800 1,000
Travelling Expenses 21,174 21,268
Audit Fees 1,00,300 1,00,300
Miscellaneous Expenses2,27,509 11,22,071
Security Charges 14,97,030 13,57,611
Professional Charges 3,62,123 -
Fine and Penalty 12,79,480 -
39,92,993 27,98,791
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35THIRTY FIFTH ANNUAL REPORTCIN : L17111TN1990PLCO19791
19. OTHER DISCLOSURES AND ADDITIONAL INFORMATION AS PER
REQUIREMENTS IN REVISED SCHEDULE III OF THE COMPANIES
ACT 2013.
(A) OTHER DISCLOSURES
1. EMPL OYEE BENEFIT PLANS
As per Accounting Standard 15, Employee Benefit, the disclosure of
employees’ benefits are given below:
Rs.
S.No.Particulars2024-252023-24
a)Contribution to Provident Fund31,557.0026,206.00
b)Contribution to employees’ pension
scheme 1995
12,030.0040,403.00
S.No.ParticularsGratuity2024-25
i)Discount Rate (Per annum)8%
ii)Rate of increase in compensation Levels5%
iii)Rate of return on Plan Assets8%
iv)Expected Average remaining working Lives of
employees in no. of years
58 yrs
2. The debit and credit balances of parties are subject to
confirmation.
3. In the absence of taxable income as per the provisions of the
Income Tax Act, 1961, no provision has been made for taxation in
the accounts.
4. The Company has not received any intimation from suppliers
regarding their status under the Micro, Small and Medium enterprises
Act, 2006 and hence disclosures, if any, relating to amounts unpaid
as the year end together with interest paid / payable as required under
the said Act have not been given.
5. Disclosures in respect of provisions pursuant to Accounting
Standard – 29.
(Rs. in Lakhs)
Particulars
Opening
Balance
01.04.2024
Provided
during the
Year
Utilized
during the
year
Revised
during the
year
Closing
Balance
31.03.2025
Service TaxNil NilNilNilNil
Sales TaxNilNilNilNilNil
TNEBNilNilNilNilNil
6. Interest on others (net of interest income) Rs. Nil (Rs.Nil)
7. D isclosure under Accounting Standard 17 – SEGMENT REPORTING
Segment Reporting for the year ended 31.03.2025 (Rs. in Lakhs)
S.
No.
ParticularsYear ended on
31.03.2025
Year ended on
31.03.2024
1Segment Revenue / Income
a. Mill0.000.00
b. Trading0.000.00
Total0.00
2Segment Results
a. Mill(65.94)(58.38)
b. Trading00
Total(65.94)(58.38)
Add: Unallocable Income0.000.00
Less: Interest – Unallocable
Expenditure
0.000.00
Tax [(including - FBT) / (+)
Deferred Tax]
0.000.00
Prior year Excess provision of
interest written back
0.000.00
(65.94)(58.38)
3Capital Employed
(Segment Assets - Segment
Liabilities)
a. Mill(12.68)(19.31)
b. TradingNilNil
8. Loans and Advances for the year under report from the Group
Company is Nil.
9. Earnings per Share: (Rs. in Lakhs)
Particulars2024-252023-24
Net Profit/Loss as disclosed in Profit
& Loss Account
(65.94) (58.38)
Net Profit/Loss attributable to the
Equity shareholders
(65.94) (58.38)
Weighted average Equity Shares
Basic and diluted Earnings Per ShareNos 6137199061371990
(face value of Rs. 5 each)
Before Exceptional Items(0.11)(0.10)
After Exceptional Items(0.11)(0.10)
10. As per the Accounting Standard 18 – Related Party Transaction:
The list of the related parties as identified by company is as under:
Key Managerial Personnel: (Rs. in Lakhs)
Name of the
related partyDescription
Nature of
TransactionAmount
Mr. R. VeeramaniManaging DirectorSitting fee0.09
Mrs. A. VaniCompany SecretarySalary3.67
Mr. G. SenthilvelChief Financial
Officer
Salary3.57
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36THIRTY FIFTH ANNUAL REPORTCIN : L17111TN1990PLCO19791
11. AUDITORS’ REMUNERATION (Rs. in Lakhs)
Particulars2024-252023-24
Statutory Audit Fees1.001.00
CertificationNilNil
Cost Audit FeesNilNil
12. Additional Information as required in Revised Schedule III of the
Companies Act, 2013. (Rs. in Lakhs)
S.No.Particulars2024-252023-24
1)Sales, Production & StocksNilNil
2)Traded Good (Cotton Yarn)
a) PurchaseNilNil
b) Sales
3)Raw Material ConsumedNilNil
4)Value of Imports - CIFNilNil
5)Value of Consumption – Stores,
Spares & Packing Materials
NilNil
6)Expenditure on Foreign Currency
a) CommissionNilNil
b) TravelNilNil
7)Earnings in Foreign Exchange
Export of Goods in FOB valueNilNil
13. The Company has not obtained loan during the year.
14. P revious years’ figures have been regrouped and rearranged
wherever necessary so as to confirm the current years’ presentation.
Figures in brackets represent previous years’ figures.
For and on behalf of the Board
As per our report of even date
M/s. Vivkekanadan Associates
Chartered Accountants
Firm Regn No: 005268S
R. Veeramani S. Sakthivel S. Dehaleesan
Maging Director Director Partner
DIN No. 00032895 DIN No. 10642354 UDIN : 25027312BMITGE5188
Place : Chennai A. Vani G. Senthilvel
Date : 30-07-2025 Company Secretary Chief Financial Officer
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37THIRTY FIFTH ANNUAL REPORTCIN : L17111TN1990PLCO19791
as my/our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the 35th Annual General Meeting of the Comapny, to be held
on Thursday, the 28th August 2025, at 10:30 a.m. at “No.14, Mangalam Village, Madhuranthagam Taluk, Kancheepuram District, TamilNadu and at any
adjournment thereof in
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38THIRTY FIFTH ANNUAL REPORTCIN : L17111TN1990PLCO19791
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39THIRTY FIFTH ANNUAL REPORTCIN : L17111TN1990PLCO19791
Item No.
I hereby record my presene at the Thirty Fifth ANNUAL GENERAL MEETING of the Company being held at No. 14, Mangalam Village,
Madhuranthagam Taluk, Kancheepuram District, Tamil Nadu - 603 107 on Thursday, 28th August, 2025 at 10:30 a.m.
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40THIRTY FIFTH ANNUAL REPORTCIN : L17111TN1990PLCO19791
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