Nidhi Granites Ltd Directors Report.

Dear Members,

The Board of Directors present their 37th Annual Report on the business and operations of your Company along with the Audited Financial Statements for the financial year ended on 31st March, 2019.

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 31st March, 2019 Financial Year ended 31st March, 2018
Revenue from Operations (Share Trading) 299100 2,14,350
Other Income 812365 12,73,003
Total Income 1111465 14,87,353
Total Expenditure 1932759 19,15,803
Gross Profit/(Loss) before Depreciation and Tax (813474) (4,20,630)
Less: Depreciation 7820 7,820
Profit/(Loss) before tax (821294) (4,28,450)
Less: Taxation - -
Add: Income Tax adjustment of prior year
Less:

Prior period expenses

Deferred Tax Charges (1126) (917)
Profit/(Loss) for the year (822420) (4,29,367)

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

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, 2019 and on the date of this report.

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 6 (Six) meetings of the Board of Directors were held on 30th May, 2018, 02nd July, 2018, 13th August, 2018, 28th September, 2018, 14th November, 2018 and 14th February, 2019 respectively. The attendance record of all Directors is as under:

Name of the Directors

No. of Board Meetings

Attendance at last AGM held on 28th September, 2018
Held Attended
Mr. Rajkumar Thard (Chairman & Managing Director) 6 6 Yes
Mrs. Pushpa Thard 6 6 Yes
Mr. Dattaprasad Kulkarni 6 6 Yes
Ms. Ophelia Rodrigues 6 6 Yes
Mrs. Nidhi Aggarwal 6 6 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. The Company has not passed any resolution by circulation during the year under review.

The Annual General Meeting (AGM) was held on 28th September, 2018 and the proceedings of the meetings were properly recorded and signed in the Minutes Book maintained for the purpose.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Key Managerial Personnel

Mr. Manoj Dhondge resigned as Company Secretary and Compliance Officer of the Company with effect from 30th September, 2018.

Mrs. Chaitali Kachalia was appointed as Company Secretary and Compliance Officer of the Company with effect from 1st October, 2018.

(ii) Directors retire by rotation

Mrs. Pushpa Rajkumar Thard, Director is due for retirement by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

(iii) Declaration by Independent Directors(s)

The Company has 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 Chairman 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, 2019 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. The Audit Committee comprises of:

1. Mr. Dattaprasad Narhar Kulkarni - Chairman and Independent Director

2. Mr. Rajkumar Thard - Managing 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.

(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 - Chairman 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.

(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 The 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 Regulation 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 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. EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in form MGT - 9 for the financial year ended 31st March, 2019 made under the provisions of Section 92(3) of the Act is annexed as "Annexure A" which forms part of this Report.

17. AUDITORS

(i) STATUTORY AUDITOR

The Statutory Auditors of your Company namely, S. K. Masand & Co., Chartered Accountant were appointed for a period of five years at the Annual General Meeting held on 28th September, 2018.Auditors have to confirmed their eligibility and submitted the Certificate in writing that they are not disqualified to hold office of the Statutory Auditor.

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 M/s. Dholakia & Associates LLP, Company Secretary in whole time Practice to undertake the Secretarial Audit of the Company for the financial year 2018-19 The Report of the Secretarial Audit Report is annexed herewith as "Annexure B".

(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, 2019.

(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 email 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 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 cooperation, 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: 13th August, 2019 Chairman & Managing Director
Regd. Office:
9, Popat Bapa Shopping Center,
Station Road, Santacruz (West),
Mumbai - 400 054