Garnet Construction Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting their 28thAnnual Report on the business and operations of the Company and Audited Statement of Accounts for the year ended 31stMarch, 2020.

FINANCIAL HIGHLIGHTS:

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

(Rs. in Lakhs)

Particulars Year Ended 31.03.2020 Year Ended 31.03.2019
Total Income 6904.86 811.15
Total Expenditure 5930.74 694.38
Profit / (loss) Before Interest, Depreciation & Tax (EBITDA) 1230.89 206.10
Less : Finance Charges 222.16 42.71
Depreciation 34.61 46.62
Profit / (Loss) before Exceptional Item and Tax 974.12 116.77
Add : Exceptional Item 0.00 0.00
Minority Share of Profit / (Loss) (net) 0.00 0.00
Profit/(Loss) before Tax 974.12 116.77
Provision for Tax 284.71 34.60
Profit/(Loss) after Tax 689.41 82.17
Other Comprehensive Income / (Loss) 1.40 0.45
Total Comprehensive Income for the year net of tax 690.81 82.62

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 increased tremendously and same is

Rs.6904.85 lacs as against previous year Rs. 811.14, the same is on account of better sales during the year.

Accordingly, company has posted better profit of Rs. 689.41 Lacs as against previous year Profit of Rs. 82.62 due to lower operating cost of ongoing project.

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.

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.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Report in form MGT-9, as required under Section

92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and

Administration) Rules, 2014, are included in this Report as Annexure-I and forms an integral part of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENTS/ RESIGNATIONS DURING THEYEAR:

The following change took place during the financial year 2019-20 under review:

Name of the Person Designation Date of Change Nature of Change
Jitendra Maruti Jadhav Director 01-06-2019 Appointment
Santosh Ginoria Director 01-06-2019 Resigned due to Disqualification
Pavan Kumar Gupta Secretary 01-06-2019 Resignation
Navita Khunteta Secretary 06-09-2019 Appointment
Seema Bhattar Director 14-02-2020 Resignation

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.

NUMBER OF MEETINGS OF BOARD:

Sr.No. Particulars No. of Meetings held
1 Board Meeting 6
2 Audit Committee Meeting 4
3 Nomination and Remuneration Committee meeting 2 / 3
4 Independent Directors Meeting 1

FORMAL ANNUAL EVALUATION:

Pursuant to the provision of Section 134 (3) (p) of the Companies Act, 2013, the Board of Directors evaluated the performance of its own as a body, each Independent Director and Non-Independent Director and committees of the Board and found the same to be satisfactory.

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 held on September 30, 2019, 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 30thAnnual General Meeting.

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, M/s. Namrata Vyas & Associates, Practicing Company Secretaries have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. The report is selfexplanatory 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. Except Constitution of Corporate Social Responsibility (CSR) Committee on 31st July, 2020, since the CSR will applicable under Section 135 of the Companies Act, 2013 in current financial year.

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.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

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, 2014and 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 sold its liquidated its subsidiary 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.

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. Therefore details of material related party transaction are not attached with 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 35 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 Disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company as on 31stMarch, 2020.

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 201920.

• 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: Rs. 10,49,364 /-

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 2020-21.

ACKNOWLEDGEMENT:

We record our gratitude to the Banks, Financial Institutions and others for their assistance and cooperation 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: August 31, 2020 Garnet Construction Limited
Sd/-
Kishan Kumar Kedia
DIN : 00205146
Managing Director