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Gaekwar Mills Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 2.73 Cr. P/BV -0.04 Book Value (Rs.) -350.90
52 Week High/Low (Rs.) 14/13 FV/ML 10/1 P/E(X) 0.00
Bookclosure 26/12/2020 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2024-03 

The Board of Directors present the Company’s 95th Annual Report and the Company’s audited
financial statements for the financial year ended March 31, 2024 (the "Report”).

1. FINANCIAL RESULTS

The summarized financial results of the Company for the financial year ended March 31,
2024 are presented below:

(Amount in Lakhs)

Particulars

Standalone

2023-2024

2022-2023

Revenue from Operations

-

-

Other Income

75

125

Total Revenue

75

125

Profit/(Loss) before Interest & depreciation

(412)

(364)

Less: Interest

-

Less: Depreciation

-

-

Profit/(Loss) Before Tax and Exceptional Items

(412)

(364)

Add: Exceptional Items_ Premium on
Redemption of Debentures pertaining to
previous year

-

-

Profit/(Loss) Before Tax

(412)

(364)

Add/Less: Provision of Tax

-

-

Profit/(Loss) After Tax

(412)

(364)

Other Comprehensive Income

-

-

Total Comprehensive Income

(412)

(364)

Note: The above figures are extracted from the standalone financial statements
prepared in compliance with Indian Accounting Standards (IND AS). The Financial
Statements of the Company complied with all aspects with Indian Accounting Standards
(IND AS) notified under section 133 of the Companies Act, 2013 (the Act) read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time
and other relevant provisions of the Act.

2. STATE OF COMPANY’S AFFAIRS, BUSINESS OVERVIEW AND FUTURE
OUTLOOK

The Company was engaged in the business of Textile Manufacturing. However the
Company has not been carrying on any business activities due to labour unrest during
the year. The Company went into BIFR and the under the revival scheme approved by
the BIFR Board and as per direction in the sanctioned scheme the company has to set
up a same textile product with similar modern textile machinery on 40% of the company’s
land and remaining 60% land can be utilized for real Estate Development and the funds
generated from real estate operation will be utilized to redeemed Debentures as well as
set up the New Textile units with working capital Requirements. The Company is in
process of taking necessary approvals from the Municipal Corporation and other
Government departments and it is hopeful that the construction activities can be started
in due course of time.

However, during the year under review, the Company has not earned any revenue from
operation and earned other income of Rs.75 lakhs against Rs.125 lakhs of the previous
year. The Company has incurred net loss of Rs.412 lakhs as compared to Rs. 364 lakhs
of the previous year.

During the year, there were no changes in business of the Company, the detailed
discussion on Company’s overview and future outlook has been given in the section on
‘Management Discussion and Analysis’ (MDA).

3. DIVIDEND

The Company has incurred losses, hence the Board of Director could not recommend
any dividend for the financial year under review.

As per Regulation 43A of the SEBI (Listing Obligation and Disclosures Requirements)
Regulations, 2015 (the Listing Regulations) the top 1000 listed Companies shall
formulate a Dividend Distribution Policy. The Company does not come under the
category of top 1000 listed Companies based on the market capitalization.

4. TRANSFER TO RESERVES

The Company has not transferred any amount of profit to the reserves during the
financial year under review. Further, the details of movement in Reserve and Surplus is
given in note no. 9 of the Financial Statement.

5. DEBENTURES

The Debenture holder after considering the situation of Covid-19 affect the business
operation of the Company, has agreed to extend the maturity date of series A
Debentures of Rs.30 Crores to 31st March, 2025 on condition that the premium on
redemption shall increase by 40% of the face value of the debentures over and above
agreed earlier (i.e. 19.2 Crores being 40% of 48 Crores) and series B Debentures of
Rs.5 Crores to 31st March, 2025 on condition that the premium on redemption shall
increase by 40% of the face value of the debentures over and above agreed earlier (i.e.
2 Crores being 40% of 5 Crores).

6. DEPOSITS

During the year, your Company has not accepted any deposits within the meaning of
sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance

of Deposits) Rules, 2014, hence there are no details to disclose as required under Rule
8 (5) (v) and (vi) of the Companies (Accounts) Rules, 2014.

7. DETAILS OF SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, no Company has become or ceased to be a
Subsidiary/Joint Venture/ Associate Company of your Company.

8. SHARE CAPITAL

• During the year under review, there were no changes in Authorised and Paid up
Share Capital of the Company. The Company has not issued any equity shares with
differential rights as to dividend, voting or otherwise, during the year under review.

• The Company has not issued any sweat equity shares to its directors or employees,
during the period under review.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board as on March 31,2024, comprised of 4 (Four) Directors out of which 3 (Three)
are Independent Directors and 1 (One) is Whole Time Director.

Mrs. Shweta Dhruv Shah (DIN 03287393), Whole Time Director, Mr. Dhruv Nikunj Shah,
CFO and Ms. Nidhi Vinodkumar Darak, Company Secretary are the Key Managerial
Personnel as per the provisions of the Companies Act, 2013 and rules made there under.

None of the Directors of the Company have been debarred or disqualified from being
appointed or continuing as Director of company by the Securities and Exchange Board
of India (SEBI) and Ministry of Corporate Affairs (MCA) or any such other Statutory
Authority.

a. Appointments and Resignations of Directors and Key Managerial Personnel

During the year under consideration, no such changes have been occurred.

However, after the closure of the financial year following changes occurred:

• Mr. Bhavik Shah (DIN: 09605363) was appointed as an Additional Non¬
Executive & Independent Director on the Board with effect from May 29, 2024
to hold office up to the date of ensuing Annual General Meeting. Based upon
the notice received from a member under Section 160(1) of the Act proposing
the candidature of Mr. Bhavik Shah for the office of Independent Director,
Nomination and Remuneration Committee and the Board have recommended
regularisation of his directorship by the shareholders at the ensuing Annual
General Meeting, for a period of 5 (five) consecutive years commencing with
effect from May 29, 2024 up to May 28, 2029 and in the opinion of the Board,
he possesses requisite expertise, integrity and experience (including
proficiency).

• Mr. Mihir Rajesh Parikh (DIN: 02896949), was appointed as an Additional
Director of the Company to hold office up to the date of ensuing Annual General
Meeting of the Company and has been designated as Non-executive and Non¬
Independent Director of the Company with effect from May 29, 2024. Further,
the Board recommends regularisation of his appointment by the members at the
ensuing Annual General Meeting.

• Mr. Ratan Karanjia (DIN: 00033108) and Mr. Girishbhai Shah (DIN:03009213),
Independent Directors of the Company resigned from the position of
Directorship of the Company with effect from the closure of business hours on
May 29, 2024.

b. Director Liable to Retire by Rotation

In terms of Section 152 of the Companies Act, 2013, Shweta Dhruv Shah (DIN:
03287393), Director liable to retire by rotation shall retire at the ensuing Annual
General Meeting and being eligible for re-appointment, offers herself for re¬
appointment. The information as required to be disclosed under Regulation 36 of
the Listing Regulations will be provided in the notice of ensuing Annual General
Meeting.

c. Independent Directors

The Company has received declarations/ confirmations from each Independent
Directors under section 149(7) of the Companies Act, 2013 and regulation 25(8) of
the Listing Regulations confirming that they meet the criteria of independence as
laid down in the Companies Act, 2013 and the Listing Regulations.

The Company has also received requisite declarations from Independent Directors
of the Company as prescribed under rule 6(3) of Companies (Appointment and
Qualification of Directors) Rules, 2014.

All Independent Directors have affirmed compliance to the Code of Conduct for
Independent Directors as prescribed in Schedule IV to the Companies Act, 2013.

In the opinion of the Board, Independent Directors of the Company possess
requisite qualifications, experience and expertise and hold highest standards of
integrity. Further, 3(Three) independent directors of the Company were in process
of inclusion of their name in Data Bank of Independent Directors and one
independent director have registered his names in the online databank of
Independent Directors.

10. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on Company/business
policies and strategies apart from other Board businesses. The Board/Committee
Meetings are prescheduled, and a tentative annual calendar of the Board and
Committee Meetings is circulated to the Directors in advance to facilitate them to plan
their schedule and to ensure meaningful participation in the meetings.

The Board of Directors of your Company met 4 (Four) Times during the year to carry the
various matters.

The maximum interval between any two consecutive Board Meetings did not exceed the
period prescribed under the Companies Act, 2013, the Listing Regulation and circular
issued by MCA in this regard.

The Composition of Audit Committee are as under:

1. Mr. Girishbhai Champaklal Shah Chairman

2. Mr. Ratan Noshir Karanjia Member

3. Mrs. Shweta Dhruv Shah Member

Further, during the year, there are no such cases where the recommendation of any
Committee of Board, have not been accepted by the Board.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, the
Directors hereby confirm and state that:

(a) in the preparation of the annual accounts for the financial year ended March 31,
2023, the applicable accounting standards have been followed and that no material
departures have been made from the same;

(b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of the financial
year and of the loss of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other
irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and

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

12. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee (‘NRC’) works with the Board to
determine the appropriate characteristics, skills and experience for the Board as a whole
as well as for its individual members with the objective of having a Board with diverse
backgrounds and experience in business, government, education and public service.
Characteristics expected of all Directors include independence, integrity, high personal
and professional ethics, sound business judgement, ability to participate constructively
in deliberations and willingness to exercise authority in a collective manner. The
Company has in place a Policy on appointment & removal of Directors (‘Policy’).

The salient features of the Policy are:

• It acts as a guideline for matters relating to appointment and re-appointment of
Directors.

• It contains guidelines for determining qualifications, positive attributes for Directors
and independence of a Director.

• It lays down the criteria for Board Membership

• It sets out the approach of the Company on board diversity

• It lays down the criteria for determining independence of a Director, in case of
appointment of an Independent Director.

The Nomination and Remuneration Policy is posted on website of the Company and may
be viewed at
http://www.gaekwarmills.in

13. PERFORMANCE EVALUATION OF THE BOARD

The Board evaluation framework has been designed in compliance with the
requirements under the Companies Act, 2013 and the Listing Regulations, and in
accordance with the Guidance Note on Board Evaluation issued by SEBI on January
05, 2017. The Board evaluation was conducted through questionnaire designed with
qualitative parameters and feedback based on ratings.

The Nomination and Remuneration Committee of the Company has laid down the criteria
for performance evaluation of the Board, its Committees and individual directors
including Independent Directors covering various aspects of the Board’s functioning
such as adequacy of the composition of the Board and its Committees, Board culture,
execution and performance of specific duties, obligations and governance.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing
Regulations, based on the predetermined templates designed as a tool to facilitate
evaluation process, the Board has carried out the annual performance evaluation of its
own performance, the Individual Directors including Independent Directors and its
Committees on parameters such as level of engagement and contribution,
independence of judgment, safeguarding the interest of the Company and its minority
shareholders etc.

14. CORPORATE SOCIAL RESPONSIBILITY(CSR)

Your company does not fall in the ambit of limit as specified in Section 135 of the
Companies Act, 2013 read with Rule framed there under in respect of Corporate Social
Responsibility. However, the directors of the Company, in their personnel capacity, are
engaged in philanthropy activities and participating for cause of upliftment of the society.

15. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as
stipulated under Regulation 34(2)(e) of the Listing Regulations is presented in a separate
section and forming part of this Report.

16. CORPORATE GOVERNANCE

As your Company’s Paid up Equity Share Capital and Net Worth not exceeding Rs.10
Crores and Rs.25 Crores respectively, there corporate governance provision as
specified in regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses

(b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule
V shall not apply to the Company.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has in place Whistle Blower Policy ("the Policy”), to provide a formal
mechanism to its directors and employees for communicating instances of breach of any
statute, actual or suspected fraud on the accounting policies and procedures adopted
for any area or item, acts resulting in financial loss or loss of reputation, leakage of
information in the nature of Unpublished Price Sensitive Information (UPSI), misuse of
office, suspected/actual fraud and criminal offences. The Policy provides for a

mechanism to report such concerns to the Chairman of the Audit Committee through
specified channels. The frame work of the Policy strives to foster responsible and secure
whistle blowing. In terms of the Policy of the Company, no employee including directors
of the Company has been denied access to the chairman of Audit Committee of the
Board. During the year under review, no concern from any whistle blower has been
received by the Company. The whistle blower policy is available at the link
http://www.gaekwarmills.in

18. STATEMENT ON RISK MANAGEMENT POLICY

Risk assessment and management are critical to ensure long-term sustainability of the
business. The Company has in place, a strong risk management framework with regular
appraisal by the top management. The Board of Directors reviews the Company’s
business risks and formulates strategies to mitigate those risks. The Senior Management
team, led by the Whole Time Director, is responsible to proactively manage risks with
appropriate mitigation measures and implementation thereof.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year, the Company has not made investment in security of body corporate
and however given loan to Private Limited Company, the details of the same is given in
note no.4, 6 and related party notes of the Financial Statement. Further, the Company
has not given any guarantees or provided security in connection with a loan to any other
body corporate or person.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions with related parties are in the ordinary course of business and on
arm’s length basis and there are no ‘material’ contracts or arrangement or transactions
with related parties and thus disclosure in Form AOC-2 [Pursuant to clause (h) of sub¬
section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies
(Accounts) Rules, 2014] is not required.

The statement showing the disclosure of transactions with related parties in compliance
with applicable provisions of Ind AS, the details of the same are provided in Note No. 21
of the Standalone Financial Statement. All related party transactions were placed before
the Audit Committee and the Board, wherever applicable for their approval.

The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board is available at https://www.gaekwarmills.in

21. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate standards, processes and structures to implement
internal financial controls with reference to financial statements. Internal control systems
comprising of policies and procedures are designed to ensure sound management of
your Company’s operations, safekeeping of its assets, optimal utilizations of resources,
reliability of its financial information and compliance.

Systems and procedures are periodically reviewed to keep pace with the growing size
and complexity of your company’s operation.

22. LISTING REGULATIONS, 2015

The Equity Shares of the Company are listed on BSE Limited (BSE). The Company has
paid its Annual Listing Fees to the stock exchanges for the Financial Year 2023-2024.

The Company has formulated following Policies as required under the Listing
Regulations, the details of which are as under:

1. "Documents Preservation & Archival Policy” as per Regulation 9 and Regulation
30 which may be viewed at https://www.gaekwarmill.in

2. "Policy for determining Materiality of events/information” as per Regulation 30
which may be viewed at https://www.gaekwarmill.in

Further, during the year under review, the Board of Directors at their meeting held on
February 14, 2024 appointed M/s. Bigshare Services Private Limited as the new
Registrar and Share Transfer Agent (RTA) of the Company and initialled the process of
change of RTA

23. AUDITORS

(a) Statutory Auditor

M/s. M.D. Pandya & Associates, Chartered Accountants (Firm Registration No.
107325W) has been appointed as Statutory Auditors of the Company for a period of 5
Years from the conclusion of 93rd Annual General Meeting till the conclusion of 98th
Annual General Meeting of the Company. Your Company has received necessary
confirmation from them stating that they satisfy the criteria provided under section 141
of the Companies Act, 2013.

The report of the Statutory Auditor forms part of the Annual Report. The said report does
not contain any qualification, reservation, adverse remark or disclaimer

(b) Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
had appointed
Mr. Anish Gupta, M/s VKMG & Associates LLP, Practicing Company
Secretaries
, as the Secretarial Auditors of the Company to undertake Secretarial Audit
for the financial year ended March 31,2024. The Secretarial Audit Report for the financial
year ended March 31, 2024 is annexed herewith and marked as
‘Annexure-1’ to this
Report.

SECRETARIAL AUDITOR’S OBSERVATIONS & COMMENTS FROM BOARDS: -

(a) The Company has not updated its website and uploaded the documents and
information as required under provisions of the Companies Act 2013 Regulation 46
of SEBI (LODR) Regulations 2015.

Comments by the Board: - The Directors have taken the note of the same and will do
the compliance at the earliest.

(b) The Company has not filed e-Form DPT-3 in respect of Particulars of transactions by
a company not considered as deposit as per rule 2(1)(c) of the Companies
(Acceptance of Deposit) Rules, 2014 for the year ended March 31, 2023, as required
under rule 16 of Companies (Acceptance of Deposits) Rules, 2014.

Comments by the Board:- The Company has already filed DPT-3 for the year ended
31st March, 2023 with late filing fees.

(c) The Company appointed Mr. Girish Shah, Mr. Ratan Karanjia and Mr. Mipan Shah as
an Independent Directors under section 149 of the Companies Act, 2013 however,
directors have not registered their names as per The Companies (Creation and
Maintenance of databank of Independent Directors) Rules, 2019 and also not
appeared for Online Proficiency Test.

Comments by the Board:- The Independent Directors of the Company possess
requisite qualifications, experience and expertise and hold highest integrity. However,
Mr. Mipan Shah is in process of inclusion of his name in Data Bank of Independent
Directors and Mr. Ratan Karanjia and Mr. Girish Shah has tendered their resignations
w.e.f. 29th May, 2024.

(d) The Company has not filed e-Form MGT-14, to grant loans or give guarantee or
provide security in respect of loans as required under Section 117 read with 179(3) of
the Companies Act, 2013.

Comments by the Board:- The Company will ensure its compliances.

(e) There was a delay in publication of financial result in newspapers and subsequently
delay in submission with stock exchange for the quarter ended June, 2023 and
September 2023.

Comments by the Board:- The Company will ensure its compliances.

24. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Auditors of the Company have not reported to the
Audit Committee, under section 143(12) of the Companies Act, 2013, any instances of
fraud committed against the Company by its Officers or Employees, the details of which
would need to be mentioned in the Board's Report.

25. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments, affecting the financial position of the
Company, which has occurred between the end of the financial year of the Company,
i.e. March 31, 2024 till the date of this Directors’ Report.

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

There were no other significant and material orders passed by the regulators/ courts/
tribunals, which may impact the going concern status and the Company’s operations in
future.

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

(a) The ratio of the remuneration of each Director to the median employee’s remuneration
and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are as under:

1. the Ratio of the Remuneration of each Director to the median employee’s
remuneration, the percentage increase in remuneration of each director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any,
in the financial year

During the year 2023-2024, the Company has only paid remuneration to Ms. Nidhi
Vinodkumar Darak, the Company Secretary of the Company of an amount of Rs.1.8
lakhs and not paid any remuneration to its Directors CFO, and other employees of the
Company. Ms. Nidhi Vinodkumar Darak appointed w.e.f 1st November, 2021, hence
percentage increase in remuneration is not comparable.

2. The percentage increase in the median remuneration of employees in the
financial year and number of permanent employees on the rolls of the Company.

The Company has only paid remuneration to the Company Secretary of the Company
and justification for percentage increase in salary already provided in point no. 1 above.
The Number of permanent employees on the rolls of the Company as on 31st March
2024 is 1(one).

3. Average percentile increase made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the
percentile increase in the managerial remuneration and justification thereof:

The Company has not paid any managerial remuneration and only paid salary to
Company Secretary of the Company, therefore average percentile increase could not
be provided.

4. Affirmation that the remuneration is as per the remuneration policy of the
Company:

The Company has only paid remuneration to Company Secretary of the Company as
per the NRC policy of the Company.

(b) In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the requisite details are as under:

The Company has only paid remuneration to its Company Secretary, the disclosure of
the same areas under:

Sr.

No.

Name

Director/Key
Managerial
Personnel and
Designation

Remuneration

of

Director/KMP
(Amount in
Lakhs)

% increase in
remuneration
on FY 2022¬
2023

Ratio of

Remuneration of
each Director to
median

Remuneration of
employee

1

NIDHI

VINODKUMAR

DARAK,

Company

Secretary

1.8

NA

28. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not have any unpaid/unclaimed amount which is required to be
transferred, under the provisions of Companies Act, 2013 into the Investor Education
and Protection Fund (IEPF) of the Government of India.

29. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The disclosures to be made under Section 134 (3) (m) of the Companies Act, 2013 read
with Rule 8 (3) of the Companies (Accounts) Rules, 2014 by the Company are as under:

(A) Conservation of Energy

(i) The steps taken or impact on conservation of energy:

Though business operation of the Company is not energy-intensive, the
Company, being a responsible corporate citizen, makes conscious efforts to
reduce its energy consumption. The Company has not carried our any business
activities during the year.

(ii) Steps taken by the Company for utilizing alternate source of energy.

Apart from above no other steps were taken as the Company has not carried our
any business activities during the year.

(iii) The capital investment on energy conservation equipment:

There is no capital investment on energy conservation equipment during the year
under review.

(B) Technology Absorption

The Company has not imported any technology during last three years from the
beginning of the financial year. The Company has not incurred any expenditure on
Research and Development during the year under review.

(C) Foreign Exchange Earnings and Outgo

There were neither earnings nor outgo in foreign exchange during the year under
consideration.

30. ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the
Companies Act, 2013 read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the copy of Annual Return of the Company as on March
31, 2024 is available on the Company’s website and can be accessed at
https://www.gaekwarmills.in.

31. SECRETARIAL STAN DARD OF ICSI

The Company has complied with the Secretarial Standards on Meeting of the Board of
Directors (SS-1) and General Meetings (SS-2) specified by the Institute of Company
Secretaries of India (ICSI).

32. MAINTENANCE OF COST RECORDS

Maintenance of cost records as prescribed by the Central Government under sub¬
section (1) of Section 148 of the Companies Act 2013 is not applicable to the Company.

33. PREVENTION OF SEXUAL HARASSMENT

Your Company is fully committed to uphold and maintain the dignity of women working
in the Company and has zero tolerance towards any actions which may fall under the
ambit of sexual harassment at workplace. Since, the Company has less than Ten
Employees constitution of Internal Complaints Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not
applicable. Further, during the year the Company has not received any case related to
sexual harassment.

The policy framed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 read with Rules framed thereunder
may be viewed at
https://www.gaekwarmills.in.

34. GENERAL DISCLOSURES

The Company has been engaged in the business of manufacturing Fabrics (Textile
Industry), however the said unit was declared sick and to set up fresh unit, clear all
liabilities and pursuant to a Scheme u/s 391 of Companies Act, 1956 sanctioned by
Bombay High Court, Company at present is into development of 60% of its own land at
Bilimora.

Your directors state that no disclosure or reporting is required in respect of the following
matters as there were no transactions on these matters during the year under review:

Ý Neither the Managing Director nor the Whole-time Directors of the Company receive
any remuneration or commission from any of its subsidiaries.

Ý Issue of shares under ESOP scheme

Ý Scheme of provision of money for the purchase of its own shares by employees or
by trustees for the benefit of employees.

Ý Instance of one-time settlement with any Bank or Financial Institution.

Ý Application or proceedings under the Insolvency and Bankruptcy Code, 2016

35. ACKNOWLEDGEMENTS

Your Directors take the opportunity to express our deep sense of gratitude to all users,
vendors, government and non-governmental agencies and bankers for their continued
support in Company’s growth and look forward to their continued support in the future.

Your Directors would also like to express their gratitude to the shareholders for reposing
unstinted trust and confidence in the management of the Company.

By Order of the Board of Directors
For Gaekwar Mills Limited

Sd/-

Mrs. Shweta Shah

Place: Mumbai Chairman, Whole-time Director & CEO

Date: 13-08-2024 (DIN:- 03287393)

Registered office:

Gaekwar Mills Limited

2/2, Plot - 2, New Sion CHS,

Swami Vallabhdas Marg, Road
No. 24, Sindhi Colony, Sion,

Mumbai - 400022

Tel.:022 24018811

Website: www.gaekwarmills.in

Email: gaekwarmills1928@gmail.com


 
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