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

1. FINANCIAL RESULTS

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

Export                                    1335.52           1318.35

                                          1335.52           1318.35
 
Operating Profit                           817.67            222.26

Less: Financial Charges                      0.79              1.79

Gross Profit                               816.88            220.47

Less : Depreciation                        826.74            230.66

Loss before Tax                             (9.86)           (10.19)

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

Accumulated Loss                         (3262.15)         (3252.29)

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

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

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

2. DIVIDEND

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

3. TRANSFER OF PROFIT TO RESERVES

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

4. MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY

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

5. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

6. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

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

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

INDEPENDENT DIRECTOR AND APPOINTMENT

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

INDEPENDENT DIRECTORS' DECLARATION

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

RESIGNATIONS

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

RETIREMENT BY ROTATION

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

KEY MANAGERIAL PERSONNEL

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

8. AUDITORS

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

COMMENT ON AUDITOR REPORT - NIL

9. SECRETARIAL AUDITOR

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

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

10. COMMENT ON SECRETARIAL AUDITOR REPORT

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

11. PERSONNEL

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

12. INTERNAL CONTROL AND ITS ADEQUACY

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

13. HUMAN RESOURCES

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

14. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

15. RELATED PARTY TRANSACTIONS

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

16. EXTRACT OF ANNUAL RETURN

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

17. RISK MANAGEMENT POLICY

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

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

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

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

20. DEPOSITS FROM PUBLIC

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

21.CORPORATE GOVERNANCE REPORT

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

22. PERFORMANCE EVALUATION OF BOARD, COMMITTEE AND DIRECTORS

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

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

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

23. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

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

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

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

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

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

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

25. LITIGATION - Nil

26. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

ACKNOWLEDGEMENT

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

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

                                      For and on behalf of the Board

                             R. Veeramani          P.P. Doddanavar

Place: Chennai - 86          Managing Director     Director

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