Nidhi Granites Ltd Directors Report.

Dear Members,

The Board of Directors present their 38th Annual Report on the business and operations of your Company along with the Audited Financial Statements for the financial year ended on 31st March, 2020.

The Statement of Accounts, Auditors Report, Boards Report and attachment thereto have been prepared in accordance with the provisions contained in Section 134 of Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.

1. FINANCIAL RESULTS

(Amount in Rupees)

Particulars Financial Year ended Financial Year ended
31st March, 2020 31st March,2019
Revenue from Operations 7,32,358 29,9100
(Share Trading)
Other Income 5,97,788 8,12,365
Total Income 13,30,146 11,11,465
Total Expenditure 46,43,048 8,94,107
Gross Profit/(Loss) before
Depreciation and Tax (33,12,902) 2,17,358
Less: Depreciation 13,003 7820
Profit/(Loss) before tax (33,15,905) 2,09,538
Less: Taxation - -
Add: Income Tax adjustment
of prior year - -
Less:
Prior period expenses -
Deferred Tax Charges 6,05,922 (2,76,813)
Profit/(Loss) for the year (27,09,983) (67,275)

2. RESERVES

The Company has not transferred any amount to General Reserves.

3. PERFORMANCE AND AFFAIRS OF THE COMPANY

The year under review was not satisfactory for the company. As we all know the world economy faced global recession which is still continuing and because of which economic activities slowed down. India, being now global player, also experiences the global economic slowdown but its impact was not so much harsh as experienced by the developed nations. However, your Company is exploring various avenues for undertaking new projects.

4. DIVIDEND

In view of the loss incurred during the year, your Directors do not recommend any dividend for the current year under review.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company on 31st March, 2020 and on the date of this report.

The COVID-19 pandemic is an evolving human tragedy declared a global pandemic by the World Health Organization with adverse impact on economy and business. COVID-19 pandemic is having an unprecedented impact on people and the economy. At Nidhi Granites Limited, we have moved fast to support our multiple stakeholders and sustain our operations through this crisis and prepare for revival in a new normal. The COVID pandemic has induced lockdown in many of the States/Union Territories across the country. We continue to closely monitor the situation and have been taking appropriate actions for both sustenance and revival. As per our current assessment, no significant impact on the financial position of the company is expected.

6. CHANGE(S) IN THE NATURE OF BUSINESS

There were no material changes with regard to the nature of business of the Company.

7. PUBLIC DEPOSITS

During the financial year under review, the company has not accepted any deposits from public and as such, no amount on account of principal on deposits from public was outstanding as on the date of the Balance Sheet.

8. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

9. BOARD MEETINGS

During the Financial year, total 5 (Five) meetings of the Board of Directors were held on 24th May, 2019, 13th August, 2019, 13th November, 2019, 13th January, 2020, 11th February, 2020 and 14th February, 2020 (Adjourned) respectively. The attendance record of all Directors is as under:

Name of the Directors No. of Board Meetings Attendance at last AGM held on 30th September 2019
Held Attended
Mr. Rajkumar Thard 5 4 No
(Chairperson & Managing
Director)
Mrs. Pushpa Thard 5 4 No
Ms. Nidhi Agarwal 5 5 Yes
Mr. Dattaprasad Kulkarni 5 5 Yes
Ms. Ophelia Rodrigues 5 5 Yes

The proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The maximum gap between any two meetings was less than 120 days.

During the year the Annual General Meeting (AGM) was held on 30th September, 2019 and the proceedings of the meetings were properly recorded and signed in the Minutes Book maintained for the purpose.

The Company had conducted the Postal Ballot to seek the approval of member by passing the Ordinary Resolution for appointment of Statutory Auditor to fill the Casual Vacancy which commenced on 8th July, 2020 and concluded on 6th August, 2020. Voting Results was announced on 8th August, 2020 and the said resolution was passed with requisite majority.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Key Managerial Personnel

1. Ms. Chaitali Kachalia resigned as Company Secretary and Compliance Officer of the Company with effect from 4th February, 2020.

2. Ms. Nehashree Rathi was appointed as Company Secretary and Compliance Officer of the Company with effect from 14th February, 2020.

3. Mr. Rajkumar Thard stepped down as Managing Director of the Company w.e.f. 30th July, 2020.

4. Mrs. Nidhi Aggarwal was appointed as Key Managerial Personnel designated as Managing Director of the Company w.e.f. 31st July, 2020.

5. Mr. Dattaprasad Kulkarni and Ms. Ophelia Rodrigues (Independent Directors) resigned from the Directorship with the close of business hours of 31st August, 2020.

6. Mr. Rajesh Raichand Chheda and Mr. Vineetkumar Shatrughna Mishra were appointed as an Additional Directors in the category of Non-Executive and Independent Director of the Company w.e.f. 1st September, 2020 for a term of five years.

(ii) Directors retire by rotation

Mr. Rajkumar Thard, Director is due for retirement by rotation at the ensuing 38th Annual General Meeting and being eligible, offers himself for re-appointment.

(iii) Declaration by Independent Directors(s)

The Company has generally complied with Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and according to the provisions of section 149(6) of the Companies Act, 2013, the Company has also obtained declarations from all the Independent Directors pursuant to section 149(7) of the Companies Act, 2013.

(iv) Annual Evaluation of Board

In compliance with the provisions of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance and other Directors. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairperson of the Company, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, promotion of participation by all directors and developing consensus amongst the directors for all decisions.

11. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by your Directors they make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 and hereby confirm that: -

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2020 and of the loss of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis;

(v) the Directors have laid down proper systems for financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. COMMITTEES AND POLICIES OF THE COMPANY

(1) Audit Committee

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulation, 2015. The Audit Committee comprises of:

1. Mr. Dattaprasad Kulkarni Chairperson and Independent Director

2. Mr. Rajkumar Thard Non Executive Director

3. Ms. Ophelia Rodrigues Independent Director.

The scope and terms of reference of the Audit Committee have been amended in accordance with the Act. Internal Auditors and Statutory Auditors are permanent invitees to the Audit Committee meetings.

The Audit Committee met Five (5) times during the year on 24th May, 2019, 13th August, 2019, 13th November, 2019, 11th February, 2020 and 14th February, 2020 (Adjourned).

Name of the Director No of Meetings attended
Mr. Dattaprasad Kulkarni 5
Mr. Rajkumar Thard 5
Ms. Ophelia Rodrigues 5

(2) Nomination and Remuneration Policy

The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee comprises of:

1. Mr. Dattaprasad Kulkarni Chairperson and Independent Director

2. Ms. Pushpa Thard Non-Executive Director

3. Ms. Ophelia Rodrigues Independent Director.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

The Nomination and Remuneration Committee met One (1) time during the year on 14th February, 2020.

Name of the Director No of Meetings attended
Mr. Dattaprasad Kulkarni 1
Ms. Pushpa Thard 1
Ms. Ophelia Rodrigues 1

(3) Risk Management Policy

The Board of Directors of the Company during the year have designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companys businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigations are considered in the annual/strategic business plans and in periodic management reviews. At present there is no identifiable risk which, in the opinion, of the Board may threaten the existence of the Company.

(4) Whistle Blower/ Vigil Mechanism

Your Company has established a whistle Blower/Vigil Mechanism pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with the Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 through which its Employees and Directors can report the genuine concern about unethical behaviors, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The said policy provides for adequate safeguards against victimization and also direct access to the higher levels of supervisions.

(5) Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 is not applicable to your Company.

13. LISTING OF SHARES AND DEPOSITORIES

Your Companys shares are listed on BSE Limited (BSE). Your Directors wish to state that the Equity Shares of your Company are compulsorily traded in the dematerialized form. Presently Equity Shares held by Promoters are in electronic/dematerialized form.

14. CORPORATE GOVERNANCE AND REPORT THEREON

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and para C, D and E of Schedule V is not applicable to the Company as the paid-up share capital is less than Rs. 10 Crores and net worth is also less than Rs. 25 Crores as on the last day of previous financial year. Hence, Corporate Governance Report is not furnished.

15. STATEMENT SHOWING THE DETAILS OF EMPLOYEES OF THE COMPANY PURSUANT TO SECTION

197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(2) OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

None of the employees of the Company is in receipt of remuneration prescribed under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014.

16. ANNUAL RETURN

Annual Return for the financial year ended 31st March, 2020 shall be uploaded on the website of the Company i.e. www.nidhigranites.com.

17. AUDITORS

(i) STATUTORY AUDITOR

M/s. S. K. Bhageria & Associates-Chartered Accountants, Mumbai, having Firm registration number 112882W have been appointed on 22nd June, 2020 by Board by way of resolution by circulation as Statutory Auditor of the Company to fill the casual vacancy cause by the resignation by M/s. S. K. Masand & Co., Chartered Accountants, who will hold office upto ensuing annual general meeting and being eligible offer themselves for appointment for period of 5 years i.e. from FY 2020-21 upto FY 2024-25.

There were no reservations / qualifications or adverse remarks contained in Auditors Report.

(ii) SECRETARIAL AUDITOR

Pursuant to provision of section 204 of the Act and the rules framed there under, the Board has appointed Dholakia & Associates LLP, Company Secretary in whole time Practice to undertake the Secretarial Audit of the Company for the financial year 2019-20 The Report of the Secretarial Audit Report is annexed herewith as "Annexure A".

The explanation with respect to qualifications made by the Secretarial Auditor in the Secretarial Audit Report:

Sr. No. Secretarial Auditors qualification Management response thereto
1. The Independent Directors are classified as promoters of the Company as per the Shareholding Pattern filed by the Company with the Stock Exchange. The Independent Directors were erroneously shown as Promoters and the Company has initiated the process of re classification. Also the Independent Directors have resigned w.e.f. 31st August, 2020.
2. One of the Independent Directors of the Company along with his relatives has acquired the shares entitling him more than 2% of the total voting power of the Company. The subject Independent Director has resigned w.e.f. 31st August, 2020.
We have been informed that the Company is taking corrective actions on the aforesaid observations.
3. The transactions in equity shares done by promoters during the year under review has not been reported to the Stock Exchanges as required under SAST Regulations, 2011. The Company was not aware about the change of promoter holding until filing of shareholding pattern with BSE.

(iii) COST AUDITOR

The Company is not required to appoint Cost Auditor as it is not required to submit cost audit report pursuant to the provisions of the Companies (Cost Record and Audit) Rules, 2014.

18. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL

STATEMENTS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations has been received from the internal Auditor of the Company for inefficiency or inadequacy of such controls.

19. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

(i) Details of loans, guarantees and securities

The company has not granted any loans, guarantees and investments for the financial year ended March 31, 2020

(ii) Details of investments

The details of Investments covered under the provisions of Section 186 of the Companies, Act, 2013 are disclosed in the Financial Statements.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

There is no transaction entered into/contracts or arrangement with related party during the Financial Year.

21. HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all the applicable environmental laws and labour laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker/employee protection and safety.

22. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of being environmentally clean and has safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliance of environmental regulations and preservation of natural resources. There was no accident during the year.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are given as under:

Energy Conservation: N.A. Technology Absorption: N.A.

Foreign Exchange Earnings and outgo: Nil

24. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Companys business, size and complexity of its operations are in place. It has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

25. GREEN INITIATIVES

Pursuant to Sections 101 and 136 of the Companies Act, 2013, the Company has been transmitting Annual Report through electronic mode (e-mail) to all the shareholders who have registered their e-mail addresses with the Company or with the Depository to receive Annual Report through electronic mode. This will help reduce consumption of paper.

26. SECRETARIAL STANDARDS

It is hereby confirmed that the Company has generally complied with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

27. GENERAL DISCLOSURES

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

1. The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 is furnished.

2. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 is furnished.

3. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is furnished.

4. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 hence no information is furnished.

5. No order has been passed by any regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future.

28. ACKNOWLEDGEMENT

Your Directors wish to thank Bankers, Government authorities and various stakeholders, for their co-operation, support and valuable guidance to the Company. Your Directors also wish to place on record their appreciation for the committed services of all the Employees of the Company.

For and on behalf of the Board
For Nidhi Granites Limited
Place: Mumbai Rajkumar Thard
Date: 1st September, 2020 Chairperson
Regd. Office:
9, Popat Bapa Shopping Centre,
2nd Floor, Station Road, Santacruz (West),
Mumbai - 400 054.
CIN: L51900MH1981PLC025677
Email:pushpraj0201@gmail.com
Website: www.nidhigranites.com