garnet construction ltd share price Auditors report

To,

The Members,

Your Directors have pleasure in presenting their 31^stAnnual Report on the business and operations of the Company and Audited Statement of Accounts for the year ended 31^stMarch, 2023.

FINANCIAL HIGHLIGHTS:

The Boards Report is prepared based on the standalone financial statements of the Company.

		(Rs. in Lakhs)
Particulars	Year Ended 31.03.2023	Year Ended 31.03.2022
Total Income	441.97	808.08
Total Expenditure	396.27	764.11
Profit / (loss) Before Interest, Depreciation & Tax (EBITDA)	102.81	126.27
Less : Finance Charges	23.75	47.48
Depreciation	33.36	34.82
Profit / (Loss) before Exceptional Item and Tax	45.70	43.97
Add : Exceptional Item	0	(27.24)
Minority Share of Profit / (Loss) (net)	0.00	0.00
Profit/(Loss) before Tax	45.70	71.20
Provision for Tax	16.54	20.22
Profit/(Loss) after Tax	29.16	50.98
Other Comprehensive Income / (Loss)	4.88	(0.84)
Total Comprehensive Income for the year net of tax	34.04	50.14

DIVIDEND:

In view of limited profits, no dividend was recommended by the Board during the year under review.

OPERATION:

During the year under review the total income of the company has decreased significantly and same is Rs 441.97 lacs as against previous year Rs. 808.80 lacs, the same is on account of lower sales during the year. Therefore, company has posted marginal profit of Rs. 34.04 Lacs as against previous year Profit of Rs. 50.98 Lacs.

CHANGE IN BUSINESS ACTIVITY:

During The year under review there is no change among the business of the Company.

RESERVE:

The Board of Directors of your company does not propose to carry any amount to reserve.

BOARD INDEPENDENCE:

Based on the confirmation/disclosures received from the Independent Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149 (6) of the Companies Act, 2013;

Shri Shiromani Singh Shri Jitendra Maruti Jadhav Shri Sirya Vakil Siddiqui

ANNUAL EVALUATION BY THE BOARD:

In compliance with the Companies Act, 2013 and Regulation 19 read with Schedule II of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Nomination and Remuneration Committee members, covering various aspects of the Boards functioning such as adequacy of composition of Board and Committees, Board communication, timeliness and unbiased information of right length and quality of information, 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 attendance and participation in the discussion and deliberation at the meeting understanding role and responsibilities as board member, demonstration of knowledge, skill and experience that make him/her a valuable resource for the board.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Executive Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company conducted familiarisation programme for Directors during the year. The programme aims to provide insights into the Companys business and familiarise Directors with its various aspects and assist them in performing their role as Independent Director. The Companys policy on conducting the familiarisation program has been disclosed on the website of the Company.

NUMBER OF BOARD MEETINGS :

During the year, 7 (seven) meetings of the Board of Directors were held. The details of the Meetings are furnished in the Corporate Governance Report which forms part of this report.

AUDIT COMMITTEE :

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this report.

NOMINATION AND REMUNERATION POLICY (NRP):

The NRP of the Company for Directors, Key Managerial Personnel (KMP) and Senior Management Personnel is hosted on the website of the Company. Disclosure pertaining to remuneration and other details as required under section 197 (12) of the act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is included in the Corporate Governance Report forming part of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors state that—

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the Directors 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 and loss of the Company for that period;

c. the Directors had 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 had prepared the annual accounts on a going concern basis;

e. the Directors, had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS :

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 Auditors of the Company for inefficiency or inadequacy of such controls.

WEB LINK OF ANNUAL RETURN :

Pursuant to the provisions of section 134(3)(a) of the Companies Act, 2013, web link of the Annual Return for the Financial Year ended March 31, 2023 made under the provisions of section 92(3) of the Act is placed at http://www.garnetconstructions.com/Financial-Results.

DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENTS/ RESIGNATIONS DURING THEYEAR:

The following change took place during the financial year 2022-23 under review:

Shri Arun Kedia, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Beside during the year Ms. Falguni Padiya resigned from Chief Financial Officer post w.e.f. 31^st July, 2022 and Company has appointed Shri Kishan Kedia as its Chief Financial Officer w.e.f. 31^st March, 2023.

A brief resume of the Directors seeking appointment/re-appointment at the forthcoming AGM and other details as required to be disclosed in terms of Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings (SS-2) forms part of the Notice calling the AGM.

PARTICULARS OF EMPLOYEES:

During the year, there was no employee in receipt of remuneration as prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure III and form part of this Report.

DECLARATION BY INDEPENDENT DIRECTORS:

Declarations by the Independent Directors that they meet the criteria of independence as provided in subsection (6) of Section 149 of the Companies Act, 2013 has been received by the Company.

REMUNERATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of directors, Key Managerial Personnel and Senior Management of the Company.

STATUTORY AUDITORS:

At the Annual General Meeting of the Company held on September 30, 2022, M/s Poddar A. & Associates, Chartered Accountants (FRN: 131521W), were appointed as statutory auditors of the Company to hold office till the conclusion of the 31^st Annual General Meeting, however existing auditor has completed his tenure of 5 years and unable to continue as statutory auditor of the Company.

Therefore, board decided to appoint new statutory auditor M/s Shankarlal Jain & Associates LLP, Chartered Accountants (Firm Registration No. 109901W/W100082), as the Statutory Auditors for a period of 5 years subject to members approval in annual general meeting.

M/s Shankarlal Jain & Associates LLP, Chartered Accountants (Firm Registration No. 109901W/W100082), have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

The report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder, Ms. Neetu Maheshwari, Practicing Company Secretaries have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure to this report. The report is self-explanatory however the Company has initiated necessary steps to comply with non-compliances as per the provisions of various statute mentioned in the secretarial audit report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company www.garnetconstructions.com.

SIGNIFICANT MATERIAL CHANGES:

There were no material changes and commitments, which affects 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.

RISK MANAGEMENT:

The Company is periodically reviewing its risk management perception taking into account overall business environment affecting / threatening the existence of the Company. Presently, management is of the opinion that such existence of risk is minimal.

DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 of Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

Pursuant to sub-section (3) of section 129 of the Act, during the year under review company has no subsidiary, joint venture and associates company therefore the statement containing the salient feature of the financial statement of a companys subsidiary or subsidiaries, associate company or companies and joint venture or ventures is not applicable.

PREVENTION OF INSIDER TRADING :

The insider trading policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor and ensure reporting of deals by designated person/employees and maintain the highest ethical standards of dealing in Company securities.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT, 2013:

The details of Loans and Investments made by the Company are given in Notes to Accounts to the Financials of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/arrangements/transactions entered by the company during the financial year with related parties were in the ordinary course of business and on an arms length basis. The details of material related party transaction are furnished in Annexure II and forms part of this report. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the companys website.

Your Directors also draw attention of the members to Note 34 to the financial statement which sets out related party disclosures.

As per the requirement under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Regulations"), approval of the Audit Committee was received for all the Related Party Transactions. As per the Regulation 23(8) of the SEBI Regulations, the Company has sought approval of shareholders for passing necessary resolution.

CORPORATE GOVERNANCE:

As per Regulation 27 of the Listing Regulation, a report of the Corporate Governance and the Certificate of the Auditors of the Company in respect of the Compliance thereof are appended hereto and forming part of this report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached in the report on Corporate Governance. The Board of Directors of the Company adopted the Code of Conduct and the same is posted on the Companys website. The Directors and Senior Management personnel have affirmed their compliance with the said code.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis of the financial condition and result of operation of the Company under review, is annexed and forms an integral part of the Directors Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Report on CSR activities as required under Companies (Corporate Social Responsibility) Rules, 2014, including a brief outline of the Companys CSR Policy, total amount to be spent under CSR for the Financial Year and amount spent is set out at CSR statement forming part of this Report.

MD & CFO CERTIFICATION :

Certificate from Managing Director and Chief Financial Officer of the Company, pursuant to the Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the Financial Year 202223 under review was placed before the Board of Directors of the Company at its meeting held on May 15, 2023.

SECRETARIAL STANDARD :

The Company complies with all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013 for the Financial Year ended 31^st March, 2023.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace as required under the Act.

The following is a summary of sexual harassment complaint received or dispose of during the year 2022-23.

• No. of Complaint received: NIL

• No. of Complaint disposed off: NIL

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

In view of the nature of the Company, Rule 8 of Company (Accounts) Rules, 2014 concerning conservation of energy and technology absorption respectively are not applicable to the Company.

The foreign exchange earnings and outgo during the year is as follows:

Outflow: Nil Inflow: Nil

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

No significant or material orders were passed by the regulators or courts or Tribunals which impact the going concern status and Companys operations in future.

DISCLOSURE ABOUT COST AUDIT:

As per the Cost Audit Orders, Cost Audit is not applicable to the Companys packing and its allied business for the FY 2022-23.

ACKNOWLEDGEMENT:

We record our gratitude to the Banks, Financial Institutions and others for their assistance and co-operation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the Company. We are equally thankful to our esteemed investors for their co-operation extended and confidence reposed in the management.

Place: Mumbai	By order of the Board of Directors
Date: September 5, 2023	Garnet Construction Limited
	Kishan Kumar Kedia
	DIN : 00205146
	Managing Director

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SECRETARIAL AUDIT REPORT

Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2023

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

GARNET CONSTRUCTION LIMITED

501/531, Laxmi Mall, Laxmi Industrial Estate,

New Link Road, Andheri (West),

Mumbai - 400 053.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Garnet Construction Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We here by report that in our opinion, the company has, during the audit period covering the financial year ended on March 31, 2023 (hereinafter referred to as "Audit Period") complied with the statutory provisions listed here under and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2023, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Take overs) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,2015;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and sweat Equity) Regulation, 2021; #

(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; #

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; #

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; # and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; #

# The Regulations or Guidelines, as the case may be were not applicable for the period under review. We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India;

(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above, to the extent applicable except following

There is delay from Company in submission of Related Party Disclosure for the half year Report 30^thSeptember, 2022. In this regard, BSE has imposed a penalty of Rs. 10,800/- and Company has paid the same to BSE.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, NonExecutive and Independent Directors. There were no changes in the composition of the Board of Directors during the period under review.

Adequate notice was given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance for meetings other than those held at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

During the period under review, decisions were carried through unanimously and no dissenting views were observed, while reviewing the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, there were no events/actions, having a major bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.

	For Neetu Maheshwari
Place: Jaipur	Neetu Maheshwari
Date: September 5, 2023	FCS: 10266, C.P No.: 13397
	UDIN :F010266E000943297

Annexure A

To,

The Members,

Garnet Construction Limited

Our Secretarial Audit Report for the Financial Year ended on 31^st March, 2023 of even date is to be read along with this letter.

1. Maintenance of Secretarial record is responsibility of the Management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. I believe that the process and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, I have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

	For Neetu Maheshwari
Place: Jaipur	Neetu Maheshwari
Date: September 5, 2023	FCS: 10266, C.P No.: 13397
	UDIN :F010266E000943297

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REPORT ON CORPORATE GOVERNANCE

REPORT ON CORPORATE GOVERNANCE

1. Companys Philosophy on Code of Governance

Your Companys activities are carried out in accordance with good corporate practices and the Company is constantly striving to better them and adopt best practices that would ensure efficient conduct of the affairs of the Company to achieve its goals and maximize value for all its stakeholders.

2. Board of Directors Board Composition

Present strength of the Board is 6 (Six) Directors. The Board comprises of three (3) Executive and 3 (three) Non-Executive Director. The board is headed by Mr. Kishan Kumar Kedia, Executive Chairman.

Category	Name of Director
Executive and Non-Independent Director	Mr. Kishan Kumar Kedia
	Mr. Arun Kedia
	Mr. Sanjay Kedia
Non Executive and Independent Director	Mr. Shiromani Chauhan
	Mr. Jitendra Jadhav
	Ms. Sirya Siddiqui

Board Meetings

Seven Board Meetings were held during the financial year 2022 - 23 on 18^th May, 2022, 1^st August, 2022, 13^th August, 2022, 5^th September, 2022, 14^th November, 2022, 14^th February, 2023 and 31^st March, 2023.

Details of Composition, Status, Attendance at the Board Meetings and the last Annual General Meeting, Number of other Directorship and other committee position held :-

Name	Category	Attendance		No. of Other Directorship $	Committee (as on March 31, 2023)
		Board Meeting	Last AGM		Member Ship	Chairman Ship
Mr. Kishan Kumar Kedia	Executive Non Independent	7	Yes	1	-	-
Mr. Arun Kedia	Executive Non Independent	7	Yes	2	-	-
Mr. Sanjay Kedia	Executive Non Independent	7	Yes	3	-	-
Mr. Shriromani Chauhan	Non Executive Independent	5	Yes	-	4	2
Mr. Jitendra Jadhav	Non Executive Independent	5	No	-	4	2
Ms. Sirya Siddiqui	Non Executive Independent	5	No	-	4	-

$ Directorship included in Private Limited Company.

Shri Arun Kedia and Shri Sanjay Kedia and Shri Kishan Kumar Kedia are Promoters and are relatives.

Independent Directors confirmation by the Board

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations.

Independent Directors Meeting

During the year under review, the Independent Directors met on February 14, 2023, inter alia, to :

• Evaluate performance of Non-Independent Directors and the Board of Directors as a whole;

• Evaluate valuate performance of the Chairman of the Company, taking into account the views of the Executive and Non- Executive Directors;

• Evaluation of the quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at this Meeting.

3. Audit Committee :

The Committee comprises of three members and all are independent Directors, to exercise powers and discharge their function as stipulated under Companies Act, 2013. During the year five meetings were held on 18.05.2022, 13.08.2022, 14.11.2022, 14.02.2023 and 31.03.2023 and all the members attended the meeting. Quorum of the committee is two Independent Directors as Members.

The terms of reference of this Committee are wide enough covering the matters specified for Audit Committee under Part C of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

The composition of the Audit Committee and the number of meetings attended by each Members during the year ended 31st March, 2023 is as follows:

Sr. No.	Name of the members	Status	Director Status	Meeting Attended
1	Shiromani Chauhan	Chairman	Non-Executive & Independent	5
2	Jitendra Jadhav	Member	Non-Executive & Independent	5
3	Sriya Siddiqui	Member	Non-Executive & Independent	5

All the Members of the Audit Committee are financially literate and two Members has accounting and related financial management expertise.

The Company Secretary acts as the Secretary to the Committee. The Audit Committee, as and when considers appropriate, invites the Statutory Auditors and Internal Auditors at the meetings of the Committee.

Terms of reference

The terms of reference of the Audit Committee are in line with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. The Audit Committee inter alia performs the functions of approving Annual Internal Audit Plan, review of financial reporting system, internal controls system, discussion on financial results, interaction with Statutory and Internal Auditors, discussion with Statutory and Internal Auditors, recommendation for the appointment of Statutory, Internal and Cost Auditors and their remuneration, Management Discussions and Analysis, Review of Internal Audit Reports and significant related party transactions .

4. Nomination & Remuneration Committee (NRC)

Terms of Reference

The terms of reference of the NRC is to Committee include identifying persons to be appointed as Directors and senior management positions, recommend to the Board the appointment and removal of Directors, carryout evaluation of Directors, formulate criteria for determining qualification, positive attributes and independence of Directors, recommend policy relating to remuneration of Directors.

The members of the Nomination and Remuneration Committee met two times on 14^th November, 2022 and 14^th February, 2023. All the members were attended the said meetings.

The Composition of Committee is as under:

Sr. No.	Name of the members	Status	Director Status	Meeting Attended
1	Shiromani Chauhan	Chairman	Non-Executive & Independent	2
2	Jitendra Jadhav	Member	Non-Executive & Independent	2
3	Sriya Siddiqui	Member	Non-Executive & Independent	2

Remuneration Policy

Remuneration for the Whole-time Director, KMP and Senior Management Personnel Managing Directors and Whole-time Director

The remuneration to be paid to the Managing and Whole-time Director shall be in accordance with the percentage / slabs / conditions laid down in the Articles of Association of the Company and/or as per the provisions of the Companies Act, 2013 and the rules made there under. The Managing Directors and Wholetime Director shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The breakup of the pay scale and quantum of perquisites including, employers contribution to P.F, and other medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the Committee and approved by the shareholders and /or Central Government, wherever required.

Minimum and Excess Remuneration

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managing Directors and Whole-time Director in accordance with the provisions of the Companies Act, 2013 and rules made there under.

If any Managing Director and Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company.

Independent Non- Executive Directors:

There is no provision of remuneration has been made to Independent director. However, committee is proposes to recommended the board for payment of Sitting Fees to Independent Directors from current year onwards.

KMP and Senior Management Personnel:

The KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The breakup of the pay scale and quantum of perquisites including, employers contribution to P.F, and same shall be decided and approved by the Board on the recommendation of the Committee.

Approval of the Remuneration Policy & Amendment in the Policy:

This Remuneration Policy shall apply to all future employment agreements with members of Companys Senior Management including Key Managerial Person and Board of Directors. The Remuneration Policy is binding for the Board of Directors including its provisions on stock options. In other respects, the Remuneration Policy shall be of guidance for the Board. Any departure from the policy shall be recorded and reasoned in the Boards minutes. The Nomination & Remuneration Committee shall review the policy from time to time and make necessary recommendations to the Board. Any amendment to this Policy can be made only with the approval of the Board of Directors of the Company.

Disclosure of Information & Dissemination:

Information on the total remuneration of Board of Directors, Key Managerial Personnel and Senior Management may be disclosed in the Companys annual financial statements. The Companys Remuneration Policy shall be published on its website.

5. Stakeholder Relationship Committee (SRC)

The members of the Stakeholders Relationship Committee met two times on 14^th November, 2022 and 14^thFebruary, 2023. All the members were attended the said meetings.

The Composition of Committee is as under:

Sr. No.	Name of the members	Status	Director Status	Meeting Attended
1	Jitendra Jadhav	Chairman	Non-Executive & Independent	2
2	Shiromani Chauhan	Member	Non-Executive & Independent	2
3	Sriya Siddiqui	Member	Executive & Non - Independent	2

During the financial year 2022-2023 the Company did not receive any complaints from the shareholders.

Terms of Reference

The committee periodically reviews the services rendered to the shareholders particularly redressal of complaints of the shareholders like delay in transfer of shares, non-receipt of Annual Report, non-receipt of declared dividends etc. and also the action taken by the Company on the above matters.

Investor Relations

During the year ended 31^stMarch, 2023, no complaint has been received by the Company.

6. Corporate Social Responsibility Committee (CSR)

Composition of Committee

The Committees composition and terms of reference are in compliance with the provisions of the Companies Act, 2013:

Sr. No.	Name of the members	Status	Director Status	Meeting Attended
1	Jitendra Jadhav	Chairman	Non-Executive & Independent	4
2	Shiromani Chauhan	Member	Non-Executive & Independent	4
3	Sriya Siddiqui	Member	Executive & Non - Independent	4

The Company Secretary of the Company acts as the Secretary to the committee.

Terms of Reference

The Committees prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the framework of corporate social responsibility policy, recommend amount of expenditure to be incurred on CSR activities, oversee the implementation of CSR projects/programs undertaken by the Company, suggest remedial measures, where required, and monitor the CSR Policy from time to time.

Meetings and Attendance

There was three meeting of the Corporate Social Responsibility Committee held during FY 2022-23 on 18^thMay, 2022, 13^th August, 2022, 14^th November, 2022 and 14^th February, 2023. All members were present in the meeting.

7. General Body Meeting

The details of last there Annual general Meeting

Year	Date	Venue	Time
2022	September 30, 2022	Video Conferencing deemed venue Registered Office	12.30 pm
2021	September 30, 2021	Video Conferencing deemed venue Registered Office	11.00 am
2020	September 30, 2020	Video Conferencing deemed venue Registered Office	10.00 am

All special resolution as set out in the notice of Annual General Meeting were passed by the shareholders at respective meeting with requisite majority. Neither any resolution was passed through postal ballot last year nor is any resolution proposed to be passed through postal ballot this year.

8. Directors

Resume and other information regarding the Director seeking re-appointment as required by Regulation 36(3) of the Listing Regulations has been given in the Notice of the 31^st Annual General Meeting annexed to the Annual Report.

9. Means of Communication

• The quarterly / half yearly financial results are published in English & Marathi newspaper.

• Quarterly, Half Yearly and Annual Financial Results of the Company are sent to the stock exchange immediately after they have been approved by the board. Quarterly and Annual Results are published in the newspaper and also uploaded on companys website.

• Management Discussion and Analysis Report form the part of the Annual Report.

10. General Shareholder Information

Annual General Meeting :

Day & Date & Time:

Saturday, 30^th September, 2023 at 11.00 A.m.

Venue : Through Video conferencing / Other Audio Video Means (OAVM)

Date of Book closure:

Tuesday 26^th September, 23 to Saturday 30^th September, 23. (both days inclusive.)

Dividend payment date:

Not applicable since no dividends is recommended by the Board.

Listing on Stock Exchanges: Bombay Stock Exchanges, and Annual Listing fees for the Financial Year 2023-24 has been paid to the stock exchange.

Demat International Security Identification Number (ISIN) : INE797D01017

Corporate Identity Number : L45200MH1992PLC069044

Designated e-mail id for investors : investors@garnetconstructions.com

Address for correspondence Company address:

Garnet Construction Limited,

501/531, Laxmi Mall, Laxmi Industrial Estate,

New Link Road, Andheri (West),

Mumbai-400 053.

Companys Share Transfer Agent address:

Link Intime India Pvt Ltd.

C-101, 247 Park, LBS Road,

Surya Nagar, Gandhi Nagar,

Vikhroli (West), Mumbai - 400083.

Market Price Data - High/Low price of the Equity Shares of the Company during the financial year 2022 - 23 on BSE :-

Month	Bombay Stock Exchange Ltd.
	High	Low
Apr-22	32.05	26.15
May-22	29.40	22.00
Jun-22	27.95	19.30
Jul-22	25.75	20.50
Aug-22	23.00	19.00
Sep-22	23.65	18.00
Oct-22	21.75	19.50
Nov-22	21.00	17.50
Dec-22	22.40	15.00
Jan-23	21.30	16.40
Feb-23	17.60	13.05
Mar-23	14.79	10.190

Share Transfer System:

The companys equity shares which are in dematerialized form are dealt through the depositories in electronic mode. Transfer of shares in physical from is processed by the Companys Registrar and Transfer Agent (RTA) with in fifteen days from the date of receipt, provided the documents are complete in all respect. All requests for transfer / transmission in physical mode are processed by the RTA.

Distribution of shareholding as on 31.03.2023

	Share Holders		Share Total
Number of Equity Shares	No.	% to Total	In Rs.	% to Total
0 500	4867	81.92	7,58,779	5.46
501 1000	435	7.32	3,61,095	2.60
1001 2000	267	4.49	4,16,906	3.00
2001 3000	92	1.55	2,38,178	1.71
3001 4000	53	0.89	1,87,398	1.35
4001 5000	62	1.04	2,91,711	2.10
5001 10000	81	1.36	5,92,561	4.26
100001 and Above	84	1.41	1,10,55,572	79.52
Total	5941	100.00	13,90,22,000	100.00

Shareholding pattern as on 31.03.2023

Category	No. of Shares	% of Shares
Promoters	85,21,237	61.29
Private Corporate Bodies	5,55,331	3.99
Indian Public	43,66,633	31.42
NRIs/OCBs	1,99,374	1.43
Clearing Member / HUF / LLP	2,59,625	1.87
Grand Total	1,39,02,200	100.00

Reconciliation of Share Capital Audit Report :

As stipulated by SEBI, a qualified practicing Company Secretary carries out the Reconciliation of Share Capital to reconcile the total capital held with the National Security Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The Audit is carried out every quarter and the report there on is submitted to the Stock Exchanges.

The report, inter alia, confirms that the total listed and paid-up share capital of the Company is in agreement with the aggregate of the total dematerialised shares and those in physical mode.

Dematerialization of Shares and Liquidity as on March 31, 2023

Mode of Holding	No. of Shareholders	% of Shareholders	No. of Shares	% of Shares
Physical	1276	21.48	337805	2.43
Electronic	4665	78.52	13564395	97.57
TOTAL	5941	100.00	13902200	100.00

Details of shares held by Non-executive Director are given in extract of Annual return in Form MGT - 9.

11. Code for prevention of insider trading

The Company has adopted a Code for Prevention of Insider Trading in the shares of the Company which is in line with the Model Code as prescribed by the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as amended. The said code, inter-alia prohibits purchase/sale of shares of the Company by Directors and Employees while in possession of unpublished price sensitive information in relation to the Company and the same is posted on Company website.

12. Other Disclosures

a. CEO/CFO Certification:

The Managing Director and Chief Financial Officer (CFO) have issued certificate pursuant to the provisions of Regulation 17(8) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 certifying that the Financial Statements do not contain any materially untrue statement and these statements represent a true and fair view of the Companys affairs. The said certificate is annexed to this Report.

b. Compliance with Corporate Governance Requirements:

The Company is fully compliant with the Corporate Governance requirements as specified by Regulation 17 to 27 and clauses (b) to (i) of SubRegulation (2) of Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

c. Disclosures regarding Materially Significant Related Party Transactions:

All transactions with related parties were in the ordinary course of business and at arms length. The Company has not entered into any transaction of a material nature with any of the related parties. Particulars of the Related Party Transactions have been disclosed in Note to 34 of the accounts.

d. Familiarisation Programme for Independent Directors:

The Company has a detailed familiarization programme for Independent Directors the details of which are available on company website.

e. Policy on Material Subsidiary: The Company has formulated a policy on determination of Material subsidiary and the same is available on Company website.

f. Disclosure regarding certain Non-Compliances related to Capital Markets:

There are no penalties or strictures imposed on the Company by the Stock Exchanges or SEBI or any statutory authorities. There were no instances of noncompliance of any matter related to the capital market during the last three (3) years.

g. Whistle Blower Policy:

The Board of Directors have framed Whistle Blower Policy for the Directors and employees. The policy has been disclosed on the website of the Company at Company website.

h. Compliance of mandatory and non-mandatory requirements:

Certificate from the auditors of the Company confirming compliance with the mandatory requirements under Schedule V(E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this report.

i. Director Disqualification Certificate:

A certificate from a Company Secretary in practice that none of the Directors on the board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the SEBI/Ministry of Corporate Affairs or any such statutory authority : The Certificate of Company Secretary in practice is annexed herewith as a part of the report.

j. Details of shares held by Non-Executive Directors:

Details of shares held by Non-Executive Directors are given in Extract of Annual Return in form MGT-9.

k. Accounting treatment in preparation of Financial Statements:

The Financial Statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 and other relevant provisions of the Act. m. Confirmation by the Board of Directors regarding acceptance of recommendation of all Committees : In terms of the amendments made to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors confirm that during the year, it has accepted all recommendations received from all its Committees.

l. Fees paid to Statutory Auditor : Details of fees paid by the Company for all services to M/s. Poddar A. Associates, Statutory Auditors are disclosed in note no. 40 to the Financial Statements.

m. Details of use of Public Funds obtained in last three years : No funds have been raised from public in last three years.

n. Dematerialization of Shares : 97.57 % of the equity shares of the Company have been dematerialized as on 31^st March, 2023. The Company has entered into agreements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) whereby shareholders have an option to dematerialise their shares with either of the Depositories.

o. Outstanding GDRs/ADRs/Warrants or any Convertible : There are no outstanding instruments and hence Instruments, its date of conversion and likely impact are not applicable.

p. Commodity price risk or foreign exchange risk and hedging activities : The same is not applicable to the company. Since the Company does not have any exposure hedged through Commodity derivatives.

q. Foreign exchange risk and hedging activities : During the year, the Company has not engaged in any foreign exchange risk and hedged to the extent considered necessary.

r. Prevention, Prohibition And Redressal Of Sexual Harassment At Workplace : During the year, no complaint were lodged with the Company.

s. Unclaimed Suspense Account : There were no shares in the demat suspense account or unclaimed suspense account during the Financial Year 2022-23.

t. Transfer of Shares to Investor Education and Protection Fund (IEPF): During the year under review, the Company has not transferred any requisite equity shares as well as Dividend for a period of consecutive 7 years or more beginning from the Financial Year 2014-15 since company has not declared any dividend.

	For and on behalf of the Board
Place : Mumbai	Kishan Kumar Kedia
Date : 5^th September, 2023	Managing Director
	DIN :00205146

COMPLIANCE CERTIFICATE

(in terms of Regulation 17(8) of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015

To,

The Board of Directors

Garnet Construction Limited

I the undersigned, with respect to FY 2022-23, certify to the Board that

(a) I have reviewed the financial statements and the cash flow statement for the year and that to the best of our knowledge and belief -

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii) these statements together present a true and fair view of the companys affairs and are in compliance with the existing accounting standards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Companys code of conduct.

(c) I accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have also disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which I am aware and the steps I has taken or propose to take to rectify these deficiencies.

(d) I have indicated to the auditors and the Audit Committee -

(i) significant changes in internal control over financial reporting during the year;

(ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

(iii) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Companys internal control system over financial reporting.

For Garnet Construction Ltd.
Kishan Kumar Kedia	Place : Mumbai
Managing Director & Chief Financial Officer	Date : 5^th September, 2023

Declaration on Compliance of the Companys Code of Conduct

The Company has framed a Code of Conduct for the Members of the Board of Directors and the Senior Management of the Company pursuant to Regulation 17 (5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all the members of the board of directors and senior management have affirmed compliance with said code of conduct for the financial year 2022-23.

	For and on behalf of the Board
Place : Mumbai	Kishan Kumar Kedia
Dated : 5^th September, 2023	Managing Director

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

[Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

To,

The Members of

Garnet Construction Limited

501/531, Laxmi Mall,

Laxmi Industrial Estate,

New Link Road, Andheri (West),

Mumbai - 400 053

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Garnet Construction Limited CIN : L45200MH1992PLC069044 and having registered office at 501/531, Laxmi Mall, Laxmi Industrial Estate, New Link Road, Andheri (West), Mumbai - 400 053, Maharashtra (hereinafter referred to as the Company), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on March 31, 2023 have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.

Sr. No.	Name of Directors	DIN	Date of Appointment
1	Kishankumar Jugalkishore Kedia	00205146	October 15, 1992
2	Arun Kishankumar Kedia	00205183	October 15, 1992
3	Sanjay Kishankumar Kedia	00205220	October 15, 1992
4	Shiromani Singh	002451817	March 10, 2003
5	Jitendra Maruti Jadhav	08469921	June 01, 2019
6	Sirya Vakil Siddiqui	08727351	April 14, 2020

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

The Members of

Garnet Construction Limited

1. We have examined the compliance of conditions of corporate governance by Garnet Construction Limited (the Company) for the year ended March 31, 2023 as stipulated in Regulations 17 to 27 and Clauses (b) to (i) & (t) of Regulation 46(2) and Para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations).

2. The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility includes the design, implementation and maintenance of internal control and procedures to ensure compliance with the conditions of the Corporate Governance stipulated in the Listing Regulations.

3. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

4. We have examined the books of account and other relevant records and documents maintained by the Company for the purposes of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.

5. We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of the Chartered Accountants of India (the ICAI), the Standards on Auditing specified under Section 143(10) of the Companies Act, 2013, in so far as applicable for the purpose of this certificate and as per the Guidance Note on Reports or Certificates for Special Purposes (Revised 2016) issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

7. Based on our examination of the relevant records and according to the best of the information and explanations provided to us and the representations provided by the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Regulation 17 to 27 and clauses (b) to (i) & (t) of Regulation 46(2) and para C, D and E of Schedule V to the Listing Regulations to the extent applicable. However, the Stakeholder Relationship Committee meeting was not held during the year ended March 31,2023 as it was held on May 15, 2023.

8. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

9. The certificate is issued solely for the purpose of complying with the aforesaid SEBI Listing Regulations and may not be suitable for any other purpose.

Place : Mumbai	For Poddar A. & Associates
Date : 15^th May, 2023	Chartered Accountants
	Firm Regn No: 131521W
	AtulPoddar
	M. No: 107258
	Proprietor
	UDIN : 23107258BGWIVE6717

#CGEnd#

#MDStart#

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

OVERVIEW OF THE ECONOMY

The Indian economy has proven to be remarkably resilient in the face of deteriorating global situation. India will be the fastest-growing economy among the seven largest emerging markets and developing economies, despite a challenging external environment, said the World Bank in its global economic prospects report. The World Bank stated in its "Navigating the Storm" report in November 2022 that Indias economy is relatively insulated from global spillovers compared to other emerging markets. This is partly because India has a large domestic market and is relatively less exposed to international trade flows." Indian economy is expected to be the fastest growing major economy worldwide at 6.5-7% for the year ending March 2023. Indias growth continues to resilient despite some signs of moderation in growth, says World Bank in its latest India Development Update, the update notes that although significant challenges remain in the global environment, India was one of the fast-growing economies in the world. The World Bank has forecasted GDP growth at 6.3% for the Financial Year 2023-24.

INDUSTRYSTRUCTURE AND DEVELOPMENTS

Real estate sector is one of the highest employment generators after agriculture sector in India. It comprises Residential, Office, Retail, Hospitality and Industrial. Real estate sector in India is expected to reach US$ 1 trillion in market size by 2030, up from US$ 200 billion in 2021. It will contribute 18-20% to countrys GDP by 2030 according to a joint report by NAREDCO and E&Y. The report further states that there is a favorable demand-supply gap which will propel the growth of this sector. Additional 25 million units of affordable housing are required by 2030, highlights the Naredco and EYjoint report. With the rise of the corporate environment, the demand for office space and urban and semi-urban accommodation has increased, assisting the growth of this business. Emergence of nuclear families, rapid urbanization and inflating disposable income of individuals are attributable to the higher demand for residential properties, expanding e-commerce sector in the country is catalyzing demand for warehousing facilities. According to Savills India, real estate demand for data centers is expected to increase by 15-18 million sq.ft. by 2025. With fractional ownership becoming more widespread, Non-Resident Indians (NRIs) and millennials wanting to invest in residential property will fuel the 2023 real estate market. Infrastructure spending on the roads, metro railway and other amenities have sustained realty growth in India. The industry has faced a series of challenges like rising construction costs, skyrocketing inflation, successive rate hikes by RBI etc but despite these obstacles, the sector managed to achieve substantial growth in recent. According to a report, Indias real estate market is expected to exhibit a growth of rate (CAGR) of 9.2% during 2023-28.

OPPORTUNITIES

The residential real estate market continued its upward trajectory in FY23 (sales growth of 15% year-on- year for the top eight real estate clusters) despite pressure from higher input costs, increasing mortgage rates, and the domestic and global recession," according to India Ratings and Research (Ind-Ra). Ind-Ra expects the sales momentum to continue and housing sales to increase by 9% year over year, supported by a steady, healthy demand. Affordable housing continues to remain a significant opportunity for developers and key focus area of the Government. The Government continues focus on the affordable housing and the budget 2023-24 includes 79,000 crores for PM Awas Yojana (PMAY) houses. This represents a 66% increase over the previous year. This will provide opportunities to developers to enter in this segment. Demand for leasing space from IT, ITes and retail business is expected to increase. E-commerce and third party logistic will continue to invest in warehousing, making it one of the fastest growing commercial real estate segment providing more opportunities for developments. Redevelopment of existing society buildings is also providing huge opportunities in the sector particularly in Mumbai.

THREATS

• The Indian real estate sector is still highly unorganized with lots of middle men and, together with increased construction costs - both material and labour which has been putting pressure on the cost of projects and profit margins.

• Non-availability of land within city limits along with rising land and construction costs, making affordable housing projects unviable.

• The lengthy and complex approval process leads to a high gestation period which eventually results in project costs escalation and any amendments in various rules and regulations can adversely impact new launches and increase in the cost of the projects. Retrospective applicability of policy changes may impact the profitability.

• Finance plays an imperative role in the construction industry, liquidity crisis or any adverse move by the banking sector towards the lending policy on the real estate loans may adversely impact the execution of the projects and increase the cost of borrowing.

• Acute shortage of skilled workforce at all levels.

• Increase in supply due to various incentives provided by the Government, leads to increased competition amongst the sellers, which drives down the property prices.

OUTLOOK

The rising demand for residential properties, along with the growing infrastructural development that provides enhanced connectivity via roads, air, and railways, is primarily driving the India real estate market. The Indian real estate market is expected to exhibit a CAGR of 9.2% during 2023-2028. Moreover, the increasing need for contemporary office spaces and the emerging trend of urban and semi-urban lodging are acting as other significant growth inducing factors. Furthermore, the expanding ecommerce sector in the country is catalyzing the demand for warehousing facilities, which is providing a positive thrust to the market. Besides this, with the growing use of telecommunication services and the implementation of 5G and data localization norms, there is a rise in the need for data storage facilities. This, in turn, is positively influencing the demand for resilient data center infrastructure and consequently bolstering the market growth.

RISKS AND CONCERNS

The Companys ability to foresee and manage business risks is crucial in achieving favorable results. While management is positive about the Companys long term outlook, we are subject to few risks and uncertainties as given below:

Market price fluctuation : The performance of your company may be affected by the sales at a price which are driven by prevailing market conditions, the nature and location of the projects.

Price risk of the input material : The primary building materials like steel and cement are subject to price volatility due to general economic conditions, competition, production levels, transportation costs and domestic and import duties and any adverse impact of rise in input cost will have impact on the profitability of the Company.

Development & regulatory risk : Development depends on several factors which include receipt of required approvals, weather conditions, labour availability, material shortages etc. and any of these factor may have an adverse impact on execution.

Economic risk : Any adverse change in any macroeconomic variables like GDP growth, interest rates, inflation, changes in tax, trade, fiscal and monetary policies etc. may adversely impact the Companys business, profitability and financial condition.

Health and safety risks : Real estate Companies constantly face the risk of injury or illness to the Companys or third parties construction workers.

SEGMENT WISE OR PRODUCT WISE PERFORMANCE

The Company is engaged in construction and sale of industrial as well residential plots only, hence the segment wise reporting is not applicable. Financial Performance of the Company for the year under review has already covered under the Directors Report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has a system of internal controls which is commensurate with the size and nature of operations. These controls ensure that all the assets are safeguarded and protected against loss from unauthorised use or disposition and that the transactions are authorised, recorded and reported diligently. There are well established policies and procedures in place across your Company.

Audit Team consists of well experienced Members, which constantly review various aspects of control systems and conduct audit under well laid down audit programmes to ensure effectiveness of the controls. The said audit team continuously review the control system and undertakes audit of special areas in-depth.

MATERIAL DEVELOPMENTS IN HUMAN RELATIONS / INDUSTRIAL RELATIONS

Employees are the key to achieve the Companys objectives and strategies. The Company provides to the employees a fair equitable work environment and support from their peers with a view to develop their capabilities leaving them with the freedom to act and to take responsibilities for the tasks assigned. The Company strongly believes that its team of capable and committed manpower, which is its core strength, is the key factor behind its achievements, success and future growth. We are continuously working to create and nurture an organization that is highly motivated, result oriented and adaptable to the changing business environment.

The industrial relations remained cordial during the year.

CAUTIONARY STATEMENT

Management Discussion and Analysis detailing the Companys objectives, outlook and expectations have "forward looking statement" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied depending upon global and Indian demand supply conditions, changes in Government regulations, tax regimes and economic developments within India and overseas.

	For and on behalf of the Board
	Kishan Kumar Kedia
	Managing Director
	DIN:00205146
Place: Mumbai
Date: September 5, 2023

#MDEnd#

#ARStart#

INDEPENDENT AUDITORS REPORT

The Members of

GARNET CONSTRUCTION LIMITED MUMBAI

Report on the Audit of the Financial Statements Opinion

We have audited the accompanying financial statements of GARNET CONSTRUCTION LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information (herein referred to as "the financial statements")

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, and profit (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis of Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Information Other than the Financial Statements and Auditors Report Thereon

The Companys management and Board of Directors are responsible for the other information. The other information comprises of the information included in the Companys annual report, but does not include the financial statements and our auditors report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or appears to be material misstatement.

If based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibility of Management for the Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management and Board of Directors are responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the companys financial reporting process

Auditors Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

A. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of changes in Equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31st March, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2023 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of such controls, refer to our separate report in Annexure B;

g) In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us; and

h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position and its financial statements as of March 31, 2023.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

iii. There were no amount which were required to be transferred to the Invest or Education and Protection Fund by the Company.

iv. (a) Management has represented to us that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (Intermediaries), with the understanding, whether recorded in writing or otherwise, hat the Intermediary shall, whether directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clauses (i) and (ii) of rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

	For Poddar A. & Associates
	Chartered Accountants
	Firm Registration No. 131521W
	AtulPoddar
Mumbai;	Proprietor
Date:- 15^th May 2023	Membership No. 107258
	UDIN : 23107258BGWIVE6717

GARNET CONSTRUCTIONS LIMITED Annexure - A to the Independent Auditors Report For The Year Ended 31st March, 2023

In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

(i) (a) The company has maintained proper records showing full particulars, including quantitative details and situation of its property, plant and equipment.

b) The Company has a regular program of physically verification of its property, plant and equipment under which the assets are physically verified in a phased manner over a period of three years, which, in our opinion, is reasonable having regards to the size of the company and the nature of its assets. In accordance with the program, certain property, plant and equipment were verified during the year and no material discrepancies were noticed on such verification.

c) According to the information and explanation given to us and on the basis of our examination of the records of the company, the title deed of immovable of property are held in the name of the company.

d) The Company has not revalued its property, plant and equipment during the year.

e) No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder. Accordingly, reporting under clause 3(i)(e) of the Order is not applicable to the Company.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year. In our opinion, the coverage and procedure of such verification by the management is appropriate and no discrepancies of 10% or more in the aggregate for each class of inventory were noticed.

(b) As the Company has not availed any working capital limit during the year, reporting requirements under this clause is not applicable.

(iii)(a) The Company has not provided loans or advances it has also not stood guarantee or provided security during the year.

(b) The Company had given interest free loan to its associate concerns on a short term basis. Based on information and explanations provided to us, we are of the opinion that the terms and conditions of the loans given are, prima facie, not prejudicial to the interest of the Company.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in the case of loans given, the repayment has been stipulated and the repayments or receipts have been regular.

(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no overdue amount for more than ninety days in respect of loans given.

(e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no loan given falling due during the year, which has been renewed or extended or fresh loans given to settle the overdue of existing loans given to the same party.

(f) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not given any loans either repayable on demand or without specifying any terms or period of repayment.

(iv) As per the information and explanations given to us, the company has not granted loans, or given guarantee or security for any person specified under section 185 and section 186 of the Companies Act, 2013.

(v) In our opinion, and according to the information and explanations given to us, the Company has not accepted any deposits or there is no amount which has been considered as deemed deposit within the meaning of Sections 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, reporting under clause 3(v) of the Order is not applicable to the Company.

(vi) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Companies Act, 2013 for the products manufactured by it (and/ or services provided by it). Accordingly, clause 3(vi) of the Order is not applicable.

(vii)(a) In our opinion and according to the information and explanations given to us, undisputed statutory dues including goods and services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities by the Company. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no statutory dues referred in sub-clause (a) which have not been deposited with the appropriate authorities on account of any dispute.

(viii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income-tax Act, 1961 as income during the year.

(ix) (a) According to the information and explanations given to us, the Company has not defaulted in repayment of its loans or borrowings or in the payment of interest thereon to any lender.

(b) According to the information and explanations given to us including representations received from the management of the Company and on the basis of our audit procedures, we report that the Company has not been declared a willful defaulter by any bank or financials institution or other lender.

(c) According to the information and explanations given to us and based on the audit procedures performed by us, the Company has not availed any term loans during the year. Accordingly, the reporting under Clause 3(ix)(c) of the Order is not applicable to the Company.

(d) In our opinion and according to the information and explanations given to us and on an overall examination of the financial statements of the Company, funds raised by the Company on short term basis have not been utilised for long term purposes.

(e) According to the information and explanations given to us and on an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

(f) According to the information and explanations given to us, the Company has not raised any loans during the year on the pledge of securities held in its subsidiaries, associates or joint ventures.

(x) (a) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments), during the year. Accordingly, reporting under clause 3(x)(a) of the Order is not applicable to the Company.

(b) According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully, partially or optionally convertible debentures during the year. Accordingly, reporting under clause 3(x)(b) of the Order is not applicable to the Company.

(xi) (a) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company or on the Company has been noticed or reported during the period covered by our audit.

(b) No report under Section 143(12) of the Companies Act, 2013 has been filed with the Central Government for the period covered by our audit.

(c) According to the information and explanations given to us including the representation made to us by the management of the Company, there are no whistleblower complaints received by the Company during the year.

(xii) The Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it. Accordingly, reporting under clause 3(xii) of the Order is not applicable to the Company.

(xiii) In our opinion and according to the information and explanations given to us, all transactions entered into by the Company with the related parties are in compliance with Sections 177 and 188 of the Companies Act, 2013, where applicable. Further, the details of such related party transactions have been disclosed in the standalone financial statements, as required by the applicable Accounting Standards.

(xiv)a) In our opinion and based on our observation, the Company has an internal audit system commensurate with the size and nature of the business.

b) We have considered the internal audit reports of the Company issued till date, for the year under audit, in determining the nature, timing and extent of our audit procedures.

(xv) According to the information and explanation given to us, the Company has not entered into any non-cash transactions with its directors or persons connected with them and accordingly, provisions of Section 192 of the Companies Act, 2013 are not applicable to the Company.

(xvi)(a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, reporting under clause 3(xvi)(a) of the Order is not applicable to the Company.

(b) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(b) of the Order is not applicable.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not applicable.

(d) According to the information and explanations provided to us during the course of audit, the Group does not have any CIC. Accordingly, the requirements of clause 3(xvi)(d) are not applicable.

(xvii) The Company has not incurred cash losses in the current and in the immediately preceding financial year

(xviii) There has been no resignation of the statutory auditors during the year. Accordingly, clause 3(xviii) of the Order is not applicable.

(xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(xx) According to the information and explanations given to us, as the Company has fulfill the criteria as specified under Section 135(1) of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 there is requirement for the Company to spend amount under sub-section (5) of section 135 of the Act. Accordingly, reporting under clause 3(xx) of the Order is not applicable to the Company.

(xxi) The reporting under clause (xxi) is not applicable in respect of audit of standalone financial statements of the Company. Accordingly, no comment has been included in respect of said clause under this report.

	For Poddar A. & Associates
	Chartered Accountants
	Firm Registration No. 131521W
Mumbai,	Atul Poddar
Date:- 15^th May 2023	Proprietor Membership No. 107258

Annexure - B to the Independent Auditors Report For The Year Ended 31st March, 2023

(Referred to in paragraph 1(A)(f) under Report on Other Legal and Regulatory Requirements section of our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of GARNET CONSTRUCTION LIMITED ("the Company") as of 31st March 2023 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2023, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

	For Poddar A. & Associates
	Chartered Accountants
	Firm Registration No. 131521W
	Atul Poddar
Mumbai,	Proprietor
Date:- 15^th May 2023	Membership No. 107258

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