Garnet Construction Ltd Directors Report.

Dear Shareholders,

On behalf of the Board of Directors, it is my pleasure to present the 27th Annual Report of Company Name together with the Audited Statement of Accounts for the year ended March 31, 2019.

Highlights of Financial Performance (Standalone)

The Company has recorded the following financial performance, for the year ended March 31, 2019:

Amount in Lacs

Standalone

Consolidated

Particulars Year Ended 31.03.2019 Year Ended 31.03.2018 Year Ended 31.03.2019 Year Ended 31.03.2018
Total Income 811.15 599.33 811.15 599.33
Total Expenditure 694.38 244.87 696.57 245.19
Profit / (loss) Before Interest, Depreciation & Tax (EBITDA) 206.10 354.45 207.78 354.14
Less : Finance Charges 42.71 153.97 42.72 153.96
Depreciation 46.62 54.17 48.49 56.19
Profit / (Loss) before Exceptional Item and Tax 116.77 146.32 117.66 143.99
Add : Exceptional Item 0.00 0.00 0.00 0.00
Minority Share of Profit / (Loss) (net) 0.00 0.00 (1.09) (0.99)
Profit/(Loss) before Tax 116.77 146.32 116.57 144.98
Provision for Tax 34,60 24.92 34.60 24.58
Profit/(Loss) after Tax 82.17 121.40 81.97 120.40
Other Comprehensive Income / (Loss) 0.45 0.40 0.45 0.40
Total Comprehensive Income for the year net of tax 82.62 121.80 81.52 120.80

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the balance sheet relates and the date of this report.

Indian Accounting Standards (Ind AS) :

Pursuant to the notification of the IND AS-115 by the Ministry of Corporate Affairs, Government of India, Revenue shall be recognized when the Company transfers the control of goods or services to the costumer. In other words, entity shali satisfy its performance obligations to the customer to recognize the revenue. Satisfying the performance obligation in the context of real estate industry means, completion of ail obligations by the developer and intimating the customer our readiness for handing over the unit.

Summary of Operations

During the year under review the total income of the company has increased and same is Rs.811.15 lacs as against previous year Rs. 599.33, the same is on account of better sales during the year. However, company has posted lower net profit of Rs. 82.62 Lacs as against previous year Profit of Rs. 121.80 due to operating cost of ongoing project.

CHANGE IN BUSINESS ACTIVITY

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

State of Affairs

The Company is engaged in the business of construction and its allied activity. There has been no change in the business of the Company during the financial year ended 31st March, 2019.

Dividends

Your directors regret to inform you that we do not recommend any dividend for the year to strengthen the position of the company

Reserve

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

Share Capital

There is no change in the share capital of the Company during the year.

Directors and Key Managerial Personnel

Shri Shiromani Singh and Smt. Seema Bhattar, were appointed as Independent Directors at the 22nd AGM of the Company held on 30th September, 2014 for a term of five years and their term ends on 30th September, 2019. They are eligible for re-appointment for another term of five consecutive years subject to approval of the Members by Special Resolution.

They have consented to their re-appointment and confirmed that they are not disqualified from being appointed as an Independent Director in terms of Section 164 of the Companies Act, 2013.

Based on the performance evaluation of the Independent Directors, the Nomination & Remuneration Committee and the Board of Directors of the Company at their Meetings held on 30th May, 2019 have recommended their reappointment as an Independent Director for a second term of five consecutive years effective from 30th September, 2019. During their tenure of appointment, they shall not be liable to retire by rotation as provided under Section 152(6) of the Companies Act, 2013.

Shri Kishan Kumar Kedia, Managing Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment. Pursuant to the recommendation of Nomination and Remuneration Committee the Board of Directors of the Company in their meeting held on 5th September, 2019.

A separate meeting of Independent Director was held for the purpose of evolution of performance of non-independent directors, performance of board as a whole and of the chairman talking into account the views of the executive and non executive directors.

Statement on Declaration Given By Independent Directors Under Sub-Section (6) of Section 149:-

The company has received a declaration subject to Section 149 (7) of the Companies Act, 2013 from all the Independent Director confirming that they meet the criteria of Independent as provided in Section 149 (6) of the Companies Act, 2013 and Regulation 16 (b) of the Listing Regulations.

Particulars of Employees

In terms of the provisions of Section 197 (12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the details required therein forms part of this report. Having regard to the provisions of Section 136(1) read with the its relevant provision of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered office of the Company during working hours and any member interested in obtaining such information may write to the Company and the same will be furnished without any fee and free of cost. In terms of the requirement of Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided on request.

Number of Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 8 Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Details of Subsidiaries, Joint Ventures or Associate Companies

Pursuant to sub-section (3) of section 129 of the Act, 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 given as Annexure-III.

Auditors

M/s Poddar A. & Associates, appointed as statutory auditor during the year and board has decided to reappoint them as statutory auditor to hold office for 3 financial year upto 2021-22, subject to rectification of their appointment in every annual general meeting, the members are requested to appointment them as statutory auditor of the Company. The Audit Committee and Board of Directors have recommended to appoint them as Statutory Auditor.

Auditors Reports

The comments in the auditors report are self-explanatory and suitable explained in the Notes to Accounts

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 2019-20.

Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, Ms. Namrata Vyas, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure III to this report. The report is self-explanatory and do not call for any further comments.

Risk Management policy

The Board of Directors of the Company has formulated a Risk Management Policy which aims at enlarging shareholders value and providing an optimum risk reward trade off. The risk management approach is based on a dear understanding of the risks that the organization faces, disciplined risk monitoring and laid down procedure to inform the Board about risk assessment & minimization procedure. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk management and mitigation measures.

Internal Financial Control and Internal Audit

The Company has in place adequate internal financial control with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was noticed. The Company appoint Mr. Asim Santara as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the board of directors and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in over all operations of the company.

Vigil Mechanism & Whistle Blower Policy

The Purpose of the Whistleblower Policy is to allow employees to raise concern about unacceptable, improper or unethical practices being followed in the organization. They will be protected against any adverse action and / or discrimination, as a result of such reporting, provided it is justified and made in good faith. The Chairman of the Audit Committee has been designated for the purpose of receiving and recording any complaints under this policy. The Vigil Mechanism Policy has been uploaded on the website of the Company i.e. www.garnetconstructions.com

Extract of Annual Return

The extract of Annual Return in Form No.MGT-9 as required under Section 92 of the Companies Act, 2013 for the financial year ending March 31, 2019 is annexed and forms part of this report.

Particulars of loans, guarantees or investments under section 186

The particulars of loans, guarantees and investments give/made during the financial year under review and governed by the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the financial statements.

Related Party Transactions

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 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 ail 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.

Conservation of Energy and Technology Absorption

During the year under review, the Company has not carried out any manufacturing activity and hence the Directors have nothing to report under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with reference to Conservation of Energy and Technology Absorption. Further, there is no foreign exchange earnings and outgo.

Foreign Exchange Earnings and Outgo

Earnings in Foreign Currency (on receipts basis) from sale of Residential units Rs. 20.33 Lakh Expenditure on Foreign Currency - NIL

Deposits

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet or renewed any fixed deposits during the year.

Statement on Declaration Given By Independent Directors Under Sub-Section (6) of Section 149:-

The independent directors have submitted the declaration of independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6).

Material Changes and Commitments

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

Consolidated Financial Statements

The Consolidated Financial Statements, pursuant to Section 129 of the Companies Act, 2013 are attached to the Standalone Financial Statements of the Company Listing with Stock Exchange.

Significant and Material Orders Passed by Regulators, Courts and Tribunals

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

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.

Safe & Conducive Workplace

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

2. The Company has no subsidiary and neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of Its subsidiaries.

Directors Responsibility Statement

Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

1. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

2. The have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and of the loss of the Company for the year ended on that date.

3. The have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The have prepared the annual accounts on a going concern basis.

5. The have laid down internal finance control to be followed by the Company and such internal finance control are adequate and operating effectively;

6. The have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

Acknowledgement

The board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Board of Directors also wish to lace on record its deep sense of appreciation for the committed services by the Companys executives, staff and workers

For and on behalf of the Board
Kishan Kumar Kedia
Date: 30th May, 2019 Managing Director
Place: Mumbai DIN : 00205146

Annexure - I Form AOC- 1

(Pursuant to first proviso to sub- section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/ associate companies / joint ventures Part "A": Subsidiaries

There is no Company fall under this category.

Notes: There were no subsidiaries liquidated during the financial year 2018-19

"B": Associates and Joint Venture

Rs in Lacs
S. No. Particulars Callista Realty Ltd.
1. Reportinq Period April 18- March 19
2. Reporting Currency INR
3. Share Capital 5.006
4. Reserve & Surplus 13.43
5. Total Assets 1757.21
6. Total Liabilities 1757.21
7. Investments -
8. Turnover(Total Revenue) -
9. Profit / (Loss) Before Tax (2.18)
10. Provision for Tax -
11. Profit / (Loss) After Tax (2.18)
12. Proposed Dividend
13. % of Shareholding 50
Date: 30th May, 2019 For and on behalf of the Board
Place: Mumbai Kishan Kumar Kedia
Managing Director
DIN : 00205146