To,
The Members,
Your Directors have pleasure in presenting their 30thAnnual
Report on the business and operations of the Company and Audited Statement of Accounts for
the year ended 31stMarch, 2022.
FINANCIAL HIGHLIGHTS:
The Boards Report is prepared based on the standalone financial
statements of the Company.
(Rs. in Lakhs)
| Particulars |
Year Ended 31.03.2022 |
Year Ended 31.03.2021 |
| Total Income |
808.08 |
6,848.13 |
| Total Expenditure |
764.11 |
5,148.61 |
| Profit / (loss) Before Interest, Depreciation & Tax
(EBITDA) |
126.27 |
1,799.25 |
| Less : Finance Charges |
47.48 |
66.43 |
| Depreciation |
34.82 |
33.29 |
| Profit / (Loss) before Exceptional Item and Tax |
43.97 |
1,699.52 |
| Add : Exceptional Item |
(27.24) |
0.00 |
| Minority Share of Profit / (Loss) (net) |
0.00 |
0.00 |
| Profit/(Loss) before Tax |
71.20 |
1,699.52 |
| Provision for Tax |
20.22 |
434.72 |
| Profit/(Loss) after Tax |
50.98 |
1,264.80 |
| Other Comprehensive Income / (Loss) |
(0.84) |
1.84 |
| Total Comprehensive Income for the year net of tax |
50.14 |
1,266.65 |
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 808.80 lacs as against previous year Rs. 6,848.13
lacs, the same is on account of lower sales during the year. Therefore, company has posted
marginal profit of Rs. 50.98 Lacs as against previous year Profit of Rs. 1,264.80 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, 6 (six) 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.
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, 2022 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 2021-22 under
review:
Shri Kishan Kedia, Director of the Company will retire by rotation at
the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
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 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 30th Annual
General Meeting. The board again proposes to re-appoint them as auditors of the Company
upto next Annual General Meeting.
M/s Poddar A. & Associates, Chartered Accountants (FRN: 131521W),
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, 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 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.
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, 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.
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 202122.
• 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 2021-22.
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: September 5, 2022 |
Garnet Construction Limited |
|
Kishan Kumar Kedia |
|
DIN :00205146 |
|
Managing Director |
+91-9892691696
