Dear Members,
The Board of Directors present their 41st Annual Report on the business and
operations of your Company along with the audited financial statements for the financial
year ended on 31st March, 2023.
The Financial Statement, Auditors’ Report, Board’s Report and attachment
thereto have been prepared in accordance with the provisions contained in Section 134 of
Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.
1. FINANCIAL RESULTS
(Amount in Rupees)
|
|
Standalone |
|
|
Consolidated |
|
|
| Particulars |
Financial ended March, 2023 |
Year 31st 31st |
Financial ended March, 2022 |
Year 31st |
Financial Year ended March, 2023 |
Financial 31st |
Year Ended March, 2022 |
| Revenue from |
28,49,838.15 |
|
Nil |
25,29,21,538.65 |
15,80,38,479.64 |
|
|
| Operations (Share Trading) |
|
|
|
|
|
|
|
| Other Income |
25,29,527.95 |
10,81,286.67 |
38,37,359.29 |
14,03,294.35 |
|
|
|
| Total Income |
53,79,366.1 |
10,81,286.67 |
25,67,58,897.94 |
15,94,41,773.99 |
|
|
|
| Total Expenditure |
39,12,525.94 |
17,58,101.23 |
24,59,17,997.96 |
15,16,68,646.72 |
|
|
|
| Gross Profit/(Loss) before Depreciation and Tax |
14,66,840.16 |
(6,76,814.56) |
1,08,40,899.98 |
77,73,127.27 |
|
|
|
| Less: |
|
- |
|
- |
45,11,988.88 |
|
27,37,640 |
| Depreciation |
|
|
|
|
|
|
|
| Profit/(Loss) |
14,66,840.16 |
(6,76,814.56) |
63,28,911.10 |
50,35,487.27 |
|
|
|
| before tax |
|
|
|
|
|
|
|
| Less: Taxation |
|
- |
|
- |
|
19,27,000 |
18,00,000 |
| Add: Income Tax adjustment of prior year |
|
6,075 |
|
- |
|
(53,859) |
(1,62,535.01) |
| Less: |
|
- |
|
- |
|
- |
- |
| Prior period expenses |
(3,74,509) |
|
20,879.45 |
(27,380) |
|
|
|
| Deferred Tax Charges |
|
|
|
|
|
|
|
| Less: MAT Credit Entitlement |
- |
- |
- |
- |
|
|
|
| Profit/(Loss) for the year |
10,98,406.16 |
(6,76,814.56) |
43,68,931.55 |
30,45,572.26 |
|
|
|
2. RESERVES
The Company has not transferred any amount to General Reserves.
3. PERFORMANCE AND AFFAIRS OF THE COMPANY
The performance of your Company has been steadily improving. The Company is hopeful of
taking advantage of improving the business environment coupled with steps to control the
expenses to improve its performance.
4. DIVIDEND
Directors do not recommend any dividend for the current year under review.
5. SHARE CAPITAL
The Authorised Capital of the Company is Rs. 5 Cr/-.
During the year, the company allotted 10,23,333 Equity Shares Rs. 10/- each fully paid
up with premium of Rs. 19/- per share on 17th December, 2022 and 8,78,862
Equity Shares Rs. 10/- each fully paid up with premium of Rs. 19/- per share on 28th
March, 2023 upon conversion of 10,23,333 and 8,78,862 warrants respectively on
preferential basis.
The Company had passed a Special Resolution on 30th January, 2022 for
Preferential Issue of 32,50,000 warrants of Face Value of Rs. 10/- each at Rs. 29/- per
warrant. However, the Board of the Directors of the Company at their meeting held on 17th
December, 2022 had allotted of 10,23,333 Equity Shares of Face Value of Rs. 10/- each at a
premium of Rs. 19/- per share (Issue Price Rs. 29/- each = Face Value Rs. 10/- each +
Premium Rs. 19/- each) and the Company collected Rs. 2,22,57,500/- from the allottees. The
main object of raising funds through preferential issue was to fulfill long and short-term
working capital requirement. The proceeds were utilized to invest in wholly owned
subsidiary of the Company. To confirm and ratify the decision of the Board w.e.f. 17th
December, 2022 i.e., the date of allotment of Equity shares to vary alter the utilization
of the funds as and when considered advantageous compared to the proposed utilization as
disclosed in the Postal Ballot Notice of held dated
27th December, 2021 respectively. To further confirm and ratify and also to
have approval for future use of the funds, the consent of the members is required for
utilizing the funds for general corporate purpose or for investment or for providing loans
or for creating capital assets in compliance with various laws and shall not be restricted
to the end use mentioned by the Company earlier."
6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
No material changes and commitments affecting the financial position of the Company
have occurred between the end of the financial year of the Company on 31st
March, 2023 and on the date of this report.
7. PROMOTERS
There were no changes in the promoters of the Company during the financial year.
8. CHANGE(S) IN THE NATURE OF BUSINESS
There were no material changes with regard to the nature of business of the Company.
9. PUBLIC DEPOSITS
During the financial year under review, the company has not accepted any deposits from
public and shareholders and as such, no amount on account of principal on deposits from
public was outstanding as on the date of the Balance Sheet.
10. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES
Your Company has completed the acquisition of 100% Equity Shares i.e. 10,000 Equity
Shares of Face Value Rs. 10/- of Yug Fashion Garments Private Limited (CIN:
U17200GJ2022PTC134201) on 10th May, 2023. Due to above acquisition "Yug
Fashion Garments Private limited" has become wholly owned subsidiary of the Company.
The Company has one Wholly owned Subsidiary i.e., SPNP Paper and Pack Private Limited
and one step-down Subsidiary i.e., Fine Papyrus Private limited as on 31st
March, 2023 and there has been no material changes in the nature of the business.
In accordance with Section 129(3) of the Companies Act, 2013, your Company has prepared
consolidated financial statements of the Company, which form part of the Annual Report.
A Statement in Form AOC-1 (Annexure-A) of Associate Company as prescribed under section
129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 is
annexed and is forming part of the Annual Report.
The Company is not having any associate and joint venture Company.
11. BOARD MEETINGS
During the Financial year, total 7 (Seven) meetings of the Board of Directors were held
on 25th May, 2022, 11th August, 2022, 23rd August, 2022,
11th November, 2022, 17th December, 2022, 13th February,
2023 and 28th March, 2023. The attendance record of all Directors is as under:
| Name of the Directors |
No. of Board Meetings |
Attendance at last AGM held on 24th September, 2022 |
| Held |
Attended |
| Mr. Darpan Shah |
7 |
7 |
Yes |
| Mr. Devan Pandya |
7 |
7 |
Yes |
| Mrs. Shreya Pandya |
7 |
7 |
Yes |
| Mr. Amit Sinkar |
7 |
7 |
Yes |
| Mr. Amit Patankar |
7 |
7 |
Yes |
The proceedings were properly recorded and signed in the minutes book maintained for
the purpose. The maximum gap between any two meetings was less than 120 days.
During the year the Annual General Meeting (AGM) was held on 24th September,
2022 and the proceedings of the meetings were properly recorded and signed in the Minutes
Book maintained for the purpose.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(i) Directors and Key Managerial Personnel
Ms. Krutika Shinde resigned as Company Secretary and Compliance Officer of the Company
with the close of Business hours of 30th March, 2023. The Company is currently
in process of searching for a Company Secretary (CS) and pursuant to Section 203 of the
Companies Act, 2013, the Company to appoint CS on or before 30th September,
2023.
(ii) Directors retire by rotation
In accordance with the provisions of the Act and the Articles of Association of the
Company, Mr. Darpan Shah, Managing Director, Mr. Devan Pandya, Director and Chairperson
and Mrs. Shreya Pandya, Director of the Company, are directors who are liable retire by
rotation at Annual General Meeting and Mrs. Shreya Pandya, who is liable to retire by
rotation at the ensuing Annual General Meeting and being eligible have offered himself for
re-appointment. Details of the Director proposed to be re-appointed at the ensuing Annual
General Meeting, as required by Regulation 36(3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations 2015") and
SS-2 (Secretarial Standards on General Meetings) are provided in the Notice convening the
41st Annual General Meeting of the Company.
(iii) Declaration by Independent Directors(s)
The Company has generally complied with Regulation 25 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and according to the provisions of section
149(6) of the Companies Act, 2013, the Company has also obtained declarations from all the
Independent Directors pursuant to section 149(7) of the Companies Act, 2013.
(iv) Annual Evaluation of Board
In compliance with the provisions of the Companies Act, 2013 and Regulation 25 of SEBI
(Listing Obligations and Disclosure Requirement) Regulations, 2015, the Board has carried
out the annual performance evaluation of its own performance and other Directors. A
separate exercise was carried out to evaluate the performance of individual Directors
including the Chairperson of the Company, who were evaluated on parameters such as level
of engagement and contribution, independence of judgment, promotion of participation by
all directors and developing consensus amongst the directors for all decisions.
13. DIRECTORS’ RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by your Directors they make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013 and hereby confirm that: -
(i) in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
(ii) 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 as at 31st March, 2023 and of
the profit of the Company for the year ended on that date;
(iii) 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;
(iv) the Directors have prepared the annual accounts on a going concern basis;
(v) the Directors have laid down proper systems for financial controls to be followed
by the Company and that such internal financial controls are adequate and were operating
effectively;
(vi) 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.
14. COMMITTEES AND POLICIES OF THE COMPANY
(1) Audit Committee
The Audit Committee of Directors was constituted pursuant to the provisions of Section
177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulation, 2015. The
Audit Committee comprises of:
1. Mr. Darpan Shah – Managing Director
2. Mr. Amit Sinkar- Independent Director
3. Mr. Amit Patankar – Independent Director
The scope and terms of reference of the Audit Committee have been amended in accordance
with the Act. Internal Auditors and Statutory Auditors are permanent invitees to the Audit
Committee meetings.
The Audit Committee met Six (6) times during the year on 25th May, 2022, 11th
August, 2022, 22nd August, 2022, 11th November, 2022, 13th
February, 2023 and 28th March, 2023.
| Name of the Member |
No of Meetings attended |
| Mr. Darpan Shah |
6 |
| Mr. Amit Sinkar |
6 |
| Mr. Amit Patankar |
6 |
(2) Nomination and Remuneration Committee
The Nomination and Remuneration Committee of Directors was constituted pursuant to the
provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration
Committee comprises of:
1. Mrs. Shreya Pandya–Director
2. Mr. Amit Sinkar- Independent Director
3. Mr. Amit Patankar – Independent Director
The Board has in accordance with the provisions of sub-section (3) of Section 178 of
the Companies Act, 2013, formulated the policy setting out the criteria for determining
qualifications, attributes, independence of a Director and policy relating to remuneration
for Directors, Key Managerial Personnel and other employees.
The Nomination and Remuneration Committee met on 23rd August, 2022 during
the year.
| Name of the Member |
No of Meetings attended |
| Mrs. Shreya Pandya |
1 |
| Mr. Amit Sinkar |
1 |
| Mr. Amit Patankar |
1 |
(3) Risk Management Policy
The Board of Directors of the Company during the year have designed Risk Management
Policy and Guidelines to avoid events, situations or circumstances which may lead to
negative consequences on the Companys businesses and define a structured approach to
manage uncertainty and to make use of these in their decision-making pertaining to all
business divisions and corporate functions. Key business risks and their mitigations are
considered in the annual/strategic business plans and in periodic management reviews. At
present there is no identifiable risk which, in the opinion, of the Board may threaten the
existence of the Company.
(4) Whistle Blower/ Vigil Mechanism
Your Company has established a whistle Blower/Vigil Mechanism pursuant to the
provisions of Section 177(9) of the Companies Act, 2013 read with the Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014 through which its Employees and
Directors can report the genuine concern about unethical behaviors, actual or suspected
fraud or violation of the Company’s code of conduct or ethics policy. The said policy
provides for adequate safeguards against victimization and also direct access to the
higher levels of supervisions. No case was reported to the Audit Committee during the year
under review.
(5) Disclosure Under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013
The Disclosure under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 is not applicable to your Company.
15. LISTING OF SHARES AND DEPOSITORIES
Your Company’s shares are listed on BSE Limited (BSE). Your Directors wish to
state that the Equity Shares of your Company are compulsorily traded in the dematerialized
form. Presently Equity Shares held by Promoters are in electronic/dematerialized form.
16. CORPORATE GOVERNANCE AND REPORT THEREON
Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the compliance with the Corporate Governance provisions as specified in
Regulations 17 to 27 clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and
para-C, D and E of Schedule V is not applicable to the Company as the paid-up share
capital is less than Rs. 10 Crores and net worth is also less than Rs. 25 Crores as on the
last day of previous financial year. Hence, Corporate Governance Report is not furnished.
17. STATEMENT SHOWING THE DETAILS OF EMPLOYEES OF THE COMPANY PURSUANT TO
SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(2) OF THE COMPANIES
(APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
None of the employees of the Company is in receipt of remuneration prescribed under
Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules 2014.
18. ANNUAL RETURN
Annual Return for the financial year ended 31st March, 2023 is available on
the website of the Company i.e. www.nidhigranites.com.
19. AUDITORS
(i) STATUTORY AUDITOR
The Statutory Auditors of your Company namely, M/s. Jogin Raval & Associates,
Chartered Accountant were appointed for a period of five years at the Annual General
Meeting held on 29th September, 2021. Auditors had confirmed their eligibility
and submitted the Certificate in writing that they are not disqualified to hold office of
the Statutory Auditor. The Auditors have given unfavorable remark in their consolidated
Independent Auditors Report which is self-explanatory. Except this, there were no
reservations / qualifications or adverse remarks contained in Auditor’s Report.
(ii) SECRETARIAL AUDITOR
Pursuant to provision of Section 204 of the Act and the rules framed there under, the
Board has appointed Dholakia & Associates LLP, Company Secretaries in whole time
Practice to undertake the Secretarial Audit of the Company for the financial year 2022-23.
The Report of the Secretarial Audit Report is annexed herewith as "Annexure
B".
(iii) COST AUDITOR
The Company is not required to appoint Cost Auditor as it is not required to submit
cost audit report or maintain cost records pursuant to the provisions of the Companies
(Cost Record and Audit) Rules, 2014.
(iv) INTERNAL AUDITOR
The Company has appointed Mr. D. N. Joshi., Chartered Accountant having RN NO: 17226
as an Internal Auditor of the Company for the Financial year 2022-2023.
20. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS
The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. During the year under review, no material or
serious observations has been received from the internal Auditor of the Company for
inefficiency or inadequacy of such controls.
21. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT
(i) Details of loans, guarantees and securities
The company has not granted other any loans or given guarantees during the financial
year ended 31st March, 2023.
(ii) Details of investments
The details of investments covered under the provisions of Section 186 of the Companies
Act, 2013 are disclosed in the financial statements.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All the related party transactions are entered on arm’s length basis, in the
ordinary course of business and are in compliance with the applicable provisions of the
Companies Act, 2013 and the Listing Regulations. There are no materially significant
related party transactions made by the Company with Promoters, Directors or Key Managerial
Personnel etc. which may have potential conflict with the interest of the Company at large
or which warrants the approval of the shareholders. Accordingly, no transactions are being
reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014. However, the details of the transactions with Related
Party are provided in the Company’s financial statements in accordance with the
Accounting Standards. All Related Party Transactions are presented to the Audit Committee
and the Board. Approval is obtained for the transactions which are foreseen and repetitive
in nature. A statement of all related party transactions is presented before the Audit
Committee on a quarterly basis, specifying the nature, value and terms and conditions of
the transactions.
23. HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION
Your Company has complied with all the applicable environmental laws and labour laws.
The Company has been complying with the relevant laws and has been taking all necessary
measures to protect the environment and maximize worker/employee protection and safety.
24. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of being environmentally clean and has safe
operations. The Company’s policy requires conduct of operations in such a manner, so
as to ensure safety of all concerned, compliance of environmental regulations and
preservation of natural resources. There was no accident during the year.
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as required under the provisions of Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy, technology absorption, foreign exchange earnings and outgo etc.
are given as under:
Energy Conservation: N.A.
Technology Absorption: N.A.
Foreign Exchange Earnings and outgo: Nil
26. INTERNAL CONTROL SYSTEMS:
Adequate internal control systems commensurate with the nature of the Company’s
business, size and complexity of its operations are in place. It has been operating
satisfactorily. Internal control systems comprising of policies and procedures are
designed to ensure reliability of financial reporting, timely feedback on achievement of
operational and strategic goals, compliance with policies, procedure, applicable laws and
regulations and that all assets and resources are acquired economically, used efficiently
and adequately protected.
27. GREEN INITIATIVES
Pursuant to Sections 101 and 136 of the Companies Act, 2013, the Company has been
transmitting Annual Report through electronic mode (e-mail) to all the shareholders who
have registered their e-mail addresses with the Company or with the Depository to receive
Annual Report through electronic mode. This will help reduce consumption of paper.
28. SECRETARIAL STANDARDS
It is hereby confirmed that the Company has generally complied with the provisions of
all applicable Secretarial Standards issued by the Institute of Company Secretaries of
India.
29. GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
1. The Company has not issued any shares with differential rights and hence no
information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the
Companies (Share Capital and Debentures) Rules, 2014 is furnished.
2. The Company has not issued any sweat equity shares during the year under review and
hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)
of the Companies (Share Capital and Debentures) Rules, 2014 is furnished.
3. The Company has not issued any equity shares under Employees Stock Option Scheme
during the year under review and hence no information as per provisions of Section
62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures)
Rules, 2014 is furnished.
4. During the year under review, there were no instances of non-exercising of voting
rights in respect of shares purchased directly by employees under a scheme pursuant to
Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)
Rules, 2014, hence no information is furnished.
5. No order has been passed by any regulator or Court or Tribunal which can have an
impact on the going concern status and the Company’s operations in future.
6. The details of difference between amount of the valuation done at the time of
one-time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof - Not Applicable
7. The details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end
of the financial year - Not Applicable.
30. ACKNOWLEDGEMENT
Your Directors wish to thank Bankers, Government authorities and various stakeholders,
for their co-operation, support and valuable guidance to the Company. Your Directors also
wish to place on record their appreciation for the committed services of all the Employees
of the Company.
For and on behalf of the Board For Nidhi Granites Limited
|
Sd/- |
|
Devan Pandya |
| Place: Mumbai |
Chairperson |
| Date: 29th May, 2023 |
DIN: 09065430 |
| Regd. Office: |
|
| 503, Madhu Industrial Park, |
|
| Mogra Cross Road, |
|
| Next to Apollo Chambers, Andheri East, |
|
| Mumbai - 400 069. |
|
| CIN : L51900MH1981PLC025677 |
|
| Email : nglindia2021@gmail.com |
|
| Website: www.nidhigranites.com |
|
+91-9892691696
