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August 05, 2026
BSE Limited,
Dept. of Corporate Services,
Phiroze Jeejeebhoy Towers,
Dalal Street, Fort, Mumbai-400 001.
[BSE Scrip code: 531744]
Subject: Notice of the 46th Annual General Meeting of the Company for Financial Year 2025-26
Dear Sir/Madam,
Pursuant to Regulation 30 read with Schedule III Part A Para A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing Regulations), as amended, please find enclosed herewith the Notice of the
46th Annual General Meeting (AGM) of the Company scheduled to be held on Saturday, August 29, 2026 at 12:00
p.m. (IST) through Video Conferencing (VC) /Other Audio Visual Means (OAVM).
The said Notice forms part of the Annual Report of the Company for the Financial Year 2025-26, and is uploaded on
the Company’s website www.ginitex.com
Kindly take this information in your records.
Thanking you,
Yours faithfully,
For GINI SILK MILLS LIMITED
DEEPAK HARLALKA
MANAGING DIRECTOR
DIN: 00170335
Encl.: As above
ANNUAL REPORT 2025-2026
NOTICE “RESOLVED THAT pursuant to the provisions of Sections
149, 150 and 152 and other applicable provisions of the
NOTICE is hereby given that the 46th(Forty-Sixth) Annual
Companies Act, 2013 (the “Act”), read with Schedule
General Meeting of the Members of GINI SILK MILLS
IV to the Act and the Companies (Appointment and
LIMITED (the “Company”) will be held on Saturday, August
Qualification of Directors) Rules, 2014, and such other
29, 2026 at 12.00 Noon (IST) through Video Conferencing
rules, as may be applicable, Regulation 17 and other
(“VC”) / Other Audio-Visual Means (“OAVM”) to transact the
applicable regulations of SEBI (Listing Obligations and
following business:-
Disclosure Requirements) Regulations, 2015 (the “Listing
ORDINARY BUSINESS: Regulations”) as amended from time to time and, on the
1. To receive, consider and adopt the Audited Financial recommendation of the Nomination and Remuneration
Statements of the Company for the financial year ended Committee and the Board of Directors of the Company,
March 31, 2026 together with the reports of Board of Mr. Hitesh Nandlal Poddar (DIN: 11677641), who has
Directors and Auditor’s thereon. been appointed as an Additional Director (Independent)
of the Company with effect from May 30, 2026, in terms
2. To appoint a Director in place of Mr. Pranav Deepak of Section 161 of the Act and who has submitted a
Harlalka (DIN: 08290863), who retires by rotation in declaration that he meets the criteria of independence as
terms of Section 152(6) of the Companies Act, 2013 and provided in Section 149(6) of the Act along with the rules
being eligible, offers himself for re-appointment. made thereunder and Regulation 16(1)(b) and 25(8) of
SPECIAL BUSINESS: the Listing Regulations and who is eligible for appointment
under the provisions of the Act, Rules made thereunder
3. TO APPROVE MATERIAL RELATED PARTY
and the Listing Regulations, be and is hereby appointed as
TRANSACTIONS:
a Non- Executive, Independent Director of the Company
To consider and, if thought fit, to pass with or without for a term of 5 (five) consecutive years commencing from
modification(s), the following resolution as an Ordinary May 30, 2026, up to and including May 29, 2031, and that
Resolution: he shall not be liable to retire by rotation in accordance
with the provisions of the Companies Act, 2013
“RESOLVED THAT pursuant to the provisions of Section
188 and all other applicable provisions, if any, of the RESOLVED FURTHER THAT pursuant to the provisions
Companies Act, 2013 (“Act”) read with Rules made of Sections 149, 197, and other applicable provisions of
there under (including any statutory modification(s) or re- the Act and the Rules made thereunder, Mr. Hitesh Nandlal
enactment(s) thereof for the time being in force) and in Poddar shall be entitled to receive the remuneration / fees
terms of Regulation 23 of Securities and Exchange Board / commission as permitted to be received in the capacity
of India (Listing Obligations and Disclosure Requirements) of Non-Executive, Independent Director under the Act and
Regulations, 2015 and the Policy on Related Party Listing Regulations, as recommended by the Nomination
Transaction(s) of the Company and based on the and Remuneration Committee and approved by the Board
approval of the Audit Committee and recommendation of of Directors, from time to time.
the Board of Directors of the Company, consent of the
RESOLVED FURTHER THAT the Board of Directors
members be and is hereby accorded for entering into
(including any Committee(s) thereof) and the Company
material related party transactions/ arrangements with
Secretary be and are hereby severally authorised to do all
related parties during the financial year 2026-27 and up
such acts, and take all such steps as may be necessary,
to the date of the next Annual General Meeting (“AGM”) of
proper or expedient to give effect to the resolution.”
the Company for a period not exceeding fifteen months,
wherein fresh approval of the Members shall be obtained 5. RE-APPOINTMENT OF MR. PRANAV DEEPAK
in this regard, as more specifically set out in Table nos. HARLALKA (DIN: 08290863) AS WHOLE TIME
A1 and A2 in the explanatory statement to this resolution DIRECTOR OF THE COMPANY:
on the respective material terms & conditions set out in To consider and if thought fit, to pass with or without
each of Table nos. A1 and A2; modification(s), the following resolution as a Special
RESOLVED FURTHER THAT the Board of Directors Resolution:
and/or a committee thereof, be and is hereby, authorized “RESOLVED THAT pursuant to the provisions of
to do all such acts, matters, deeds and things and take all Section 196, 197, 203 and Schedule V and any other
such steps as may be necessary, proper or expedient to applicable provision of the Companies Act, 2013 read
give effect to this ordinary resolution.” with the Companies (Appointment and Remuneration
4. APPOINTMENT OF MR. HITESH NANDLAL PODDAR of Managerial Personnel) Rules, 2014 (including any
(DIN: 11677641), AS AN INDEPENDENT DIRECTOR statutory modification(s) or re-enactment thereof for the
OF THE COMPANY: time being in force) and in terms of Regulation 17(6)(e) of
SEBI (Listing Obligations and Disclosure Requirements)
To consider and if thought fit, to pass with or without
Regulations, 2015 and on the recommendation of
modification(s), the following resolution as a Special
Nomination and Remuneration Committee and Board of
Resolution:
Directors, the consent of the Members be and is hereby
accorded to re-appoint Mr. Pranav Deepak Harlalka
GINI SILK MILLS LIMITED
(DIN: 08290863) as Whole-time Director of the Company or Other Audio Visual Means (“OAVM”), without physical
for a period of Three years w.e.f. August 10, 2026 and presence of the Members at a common venue. In
payment of remuneration on such terms and conditions accordance with the aforesaid Circulars and applicable
as set out in the explanatory statement annexed herewith, provisions, if any of the Companies Act, 2013 (“the Act”)
notwithstanding that aggregate annual remuneration of read with Rules made thereunder and the SEBI (Listing
all Executive Directors exceeds 5% of the net profit of the Obligations and Disclosure Requirements) Regulations,
Company calculated as per the provisions of Section 198 2015, (“SEBI (LODR) Regulations, 2015”) the AGM of the
of the Companies Act, 2013. Company is being held through VC / OAVM. The deemed
venue for the AGM shall be the Registered Office of the
R ESOLVED FURTHER THAT Mr. Pranav Harlalka,
Company. .
Whole Time Director of the Company, subject to the
provisions of Section 152 of the Companies Act, 2013 3. Pursuant to the provisions of Section 108 of the
shall be liable to retire by rotation during his tenure as Companies Act, 2013 read with Rule 20 of the Companies
Whole-time Director of the Company. (Management and Administration) Rules, 2014 (as
amended) and Regulation 44 of SEBI (Listing Obligations
R ESOLVED FURTHER THAT the
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