Gokak Textiles Limited
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General Manager, September 07, 2020 Department of Corporate Services, BSE Ltd. Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001 Security Code : 532957 Security ID : GOKAKTEX Subject: Annual Report of the Company for the financial year 2019-20. Pursuant to Regulation 34 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we attach herewith 14th Annual Report of the Company for the Financial Year 2019-20. The Annual Report for the Financial Year 2019-20 is also available on the website of the Company, www.gokakmills.com Kindly acknowledge receipt. Yours faithfully, For Gokak Textiles Limited Rakesh M. Nanwani Company Secretary & Compliance Officer GOKAK TEXTILES LIMITED Registered Office: #1, 2nd Floor, 12th Cross, Ideal Homes, Near Jayanna Circle, Rajarajeshwari Nagar, Bengaluru – 560 098 Telephone No. : +91 80 29744077 / 29744078 / 29744066, www.gokakmills.com GSTIN: 29AACCG8244P1ZX CIN: L17116KA2006PLC038839 GOKAK TEXTILES LIMITED 14th ANNUAL REPORT 2019-2020 ANNUAL REPORT 2019 - 20 Contents Pages Notice .................................................................................................................................................... 03 - 10 Board’s Report and Annexures ............................................................................................................. 11 - 40 Corporate Governance Report .............................................................................................................. 41 - 54 Standalone Financial Results Auditors’ Report and Annexures ...................................................................................................... 56 - 65 Balance Sheet ....................................................................................................................................... 66 - 67 Statement of Profit & Loss .................................................................................................................... 68 Cash Flow Statement ............................................................................................................................ 69 - 70 Statement of changes in Equity ............................................................................................................. 71 Notes forming part of the Standalone Financial Statements (Notes 1-54) ............................................ 72 - 108 Consolidated Financial Statement Auditors’ Report and Annexures ......................................................................................................... 109 - 115 Balance Sheet ..................................................................................................................................... 116 - 117 Statement of Profit & Loss .................................................................................................................. 118 Cash Flow Statement ......................................................................................................................... 119 - 120 Statement of changes in Equity .............................................................................................................. 121 Notes forming part of the Standalone Financial Statements (Notes 1-58) .......................................... 122 - 162 Gokak Power & Energy Limited (Subsidiary Company) ..................................................................... 165 - 220 Fourteenth Annual General Meeting of Gokak Textiles Limited will be held on Tuesday, September 29, 2020 at 3.00 PM through Video Conferencing (‘VC’) / Other Audio Visual Means (‘OAVM) The Annual Report can be accessed at www.gokakmills.com In accordance with the General Circulars issued by the Ministry of Corporate Affairs (MCA) circular Nos. 14/2020, 17/2020 and 20/2020 dated April 8, 2020, April 13, 2020 and May 5, 2020 (collectively referred as “relevant circular”) and Securities and Exchange Board of India Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, and to support ‘green initiative’, copies of the Annual Report are sent through electronic mode. 1 Directors : Ramesh R. Patil - Chief Executive Officer & Managing Director Pradip N. Kapadia - Independent Director Vasant N. Sanzgiri - Non-Executive Director D. G. Prasad - Independent Director Tripti J. Navani - Non-Executive Director Nikhil J. Bhatia - Independent Director Chief Financial Officer : Avadhut Sarnaik Company Secretary & Compliance : Rakesh M. Nanwani Officer Statutory Auditors : Batliboi & Purohit, Chartered Accountants Bankers : Standard Chartered Bank Registrars And Share Transfer : TSR Darashaw Consultants Private Limited Agents (Formerly known as TSR Darashaw Limited) Unit : Gokak Textiles Limited, 6-10, Haji Moosa Patrawal Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi,Mumbai – 400 011 Tel : +91 22 66 568484Fax : +91 22 66 568494 Email : [email protected] Website : www.tsrdarashaw.com Branch : TSR Darashaw Consultants Private Limited (Formerly known as TSR Darashaw Limited) Unit : Gokak Textiles Limited 503, Barton Centre, 5Th Floor, 84, Mahatma Gandhi Road, Bengaluru – 560 001 Mills : Gokak Falls-591 308 (District Belagavi - Karnataka) Knitwear Unit : Bagalkot Road, Village Marihal – 591 167 Dist. Belagavi Karnataka Registered Office : #1, 2nd Floor, 12th Cross, Ideal Homes, Near Jayanna Circle, Rajarajeshwari Nagar, Bengaluru – 560 098 Email: [email protected] Website: www.gokakmills.com CIN : L17116KA2006PLC038839 GSTIN : 29AACCG8244P1ZX 2 ANNUAL REPORT 2019 - 20 NOTICE NOTICE is hereby given that the 14th Annual General Meeting of the Members of Gokak Textiles Limited will be held on Tuesday, September 29, 2020 at 3.00 p.m. through Video Conferencing (‘VC’) / Other Audio Visual Means (‘OAVM) to transact the following business: ORDINARY BUSINESS 1. Adoption of Financial Statements and Reports of the Board of Directors and the Auditors thereon To receive, consider and adopt: a) the Audited Financial Statements of the Company for the Financial Year ended March 31, 2020 together with the Report of the Board of Directors and the Auditors thereon; and b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2020 together with the Report of the Auditors thereon. 2. Appointment of a Director To appoint a Director in place of Ms.Tripti J. Navani (DIN: 08190106), who retires by rotation at this Annual General Meeting and being eligible offers herself, for re-appointment. SPECIAL BUSINESS 3. Ratification of remuneration to Cost Auditor of the Company for the Financial Year 2020-21. To consider and, if thought fit, to pass, with or without modification(s) the following resolution, as an Ordinary Resolution: “Resolved that pursuant to the provisions of Section 148 and all other applicable provisions, if any, of the Companies Act, 2013 read with The Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re- enactment thereof), the payment of remuneration of ` 2.00 lakhs (Rupees Two Lakhs Only) plus out of pocket expenses and taxes as applicable payable to Mr. Mukesh Dekhtawala, Cost Accountant, (Firm Registration No. 002315), the Cost Auditor appointed by the Board of Directors of the Company, to conduct the audit of the cost accounts of the Company for the financial year ending March 31, 2021 be and is hereby confirmed, approved and ratified. Resolved further that the Board of Directors of the Company (including any duly constituted Committee thereof) be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” Registered Office: By Order of the Board of Directors #1, 2nd Floor, 12th Cross, Ideal Homes, Near Jayanna Circle, Rajarajeshwari Nagar, Ramesh R. Patil Bengaluru 560 098 Chief Executive Officer & Managing Director Ph:+91 80 2974 4077, +91 80 2974 4078 DIN: 07568951 Email: [email protected] Mumbai, June 29, 2020 CIN: L17116KA2006PLC038839 Website: www.gokakmills.com 3 NOTES: 1. The Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013 (“the Act”) with respect to the special business set out in the Notice is annexed hereto. Additional information pursuant to Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR), in respect of Director seeking re-appointment at the Annual General Meeting (AGM) is annexed as Annexure to this Notice. 2. Pursuant to General Circular Nos. 14/2020, 17/2020 and 20/2020 dated April 8, 2020, April 13, 2020 and May 5, 2020, respectively, issued by the Ministry of Corporate Affairs (MCA) and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 issued by the Securities and Exchange Board of India (SEBI) and in compliance with the provisions of the Act and the SEBI (LODR), the 14th AGM of the Company is being conducted through VC/OAVM facility, which does not require physical presence of members at a common venue. The deemed venue of the AGM shall be registered office of the Company. In compliance with the aforesaid Circulars issued by MCA and SEBI, Notice of the AGM along with the Annual Report for the Financial Year 2019-20 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company /Depositories. Notice and Annual Report for the Financial Year 2019-20 are also available on the website of the Company viz. www.gokakmills.com Members holding shares in physical mode and