Your Directors have pleasure in presenting their 23rd Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2015.
l. Financial summary or highlights/Performance of the Company (Standalone)
The Board's Report shall be prepared based on the standalone financial statements ofthe company.
Rs. In Lacs
|Particulars ||2014-2015 ||2013-14 |
|Gross Income ||2873.20 ||1017.07 |
|Profit Before Interest and ||607.33 ||606.46 |
|Depreciation || || |
|Finance Charges ||260.50 ||248.37 |
|Gross Profit ||346.83 ||358.09 |
|Provision for Depreciation ||95.01 ||40.63 |
|Net Profit Before Tax ||251.82 ||317.46 |
|Provision for Tax ||185.85 ||88.51 |
|Net Profit After Tax ||65.97 ||228.95 |
|Balance of Profit brought forward ||704.59 ||475.64 |
|Balance available for appropriation ||764.83 ||704.59 |
|Proposed Dividend on Equity ||0 ||0 |
|Shares || || |
|Tax on proposed Dividend ||0 ||0 |
|Transfer to General Reserve ||0 ||0 |
|Surplus carried to Balance Sheet ||764.83 ||704.59 |
2. Brief description of the Company's working during the year/State of Company's affair
During the year under review the Company has total income of Rs. 2873.30 (in lacs) asagainst previous year Rs. 1017.07 the same is on account of sales of magic hillsbunglows of which the possession is handed over. However the company has posted net profitof Rs.65.97 Lacs as against previous year profit of Rs. 228.95 the same is due to higherdepreciation in compliance with provisions of the act and taxation charge toP&L
Your directors regret to inform you that we do not recommend any dividend for the yearto strengthen the position of the company
4. Unclaimed Dividend
There is no balance lying in unpaid equity dividend account.
5. Share Capital
There is no change in the share capital of the Company during the year.
6. Directors and Key Managerial Personnel
Mr. Arun Kedia Director Marketing retire by rotation at the forthcoming Annual GeneralMeeting and being eligible offer themselves for reappointment further Ms. Hetal Talrejahas been appointed as Chief Financial Officer with effect from 16th March 2015.
7. Particulars of Employees
The terms of the provisions of Section 197 (12) of the Act read with Rules 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementshowing the details required therein forms part of this report. Having regard to theprovisions of Section 136(1) read with the its relevant provision of the Companies Act2013 the Annual Report excluding the aforesaid information is being sent to the membersof the Company. The said information is available for inspection at the Registered officeof the Company during working hours and any member interested in obtaining suchinformation may write to the Company and the same will be furnished without any fee andfree of cost. In terms of the requirement of Rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 none of the employees draw salary inexcess of Rs. 5 Lacs p.m. or Rs. 60 Lacs p.a.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 10 Board Meetings and Four Audit Committee Meetings were convened and held. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.
9. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and Compliance Committees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.
10. Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
10 Managerial Remuneration:
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annual Report asAnnexure I. In terms of the provisions of Section 197(12) of the Companies Act 2013 readwith Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in the said rules areprovided i n the Annual Report. Having regard to the provisions of the first proviso toSection 136(1) of the Companies Act 2013 and as advised the Annual Report excluding theaforesaid information is being sent to the members of the Company. The said information isavailable for inspection at the registered address of the company during working hours andany member interested in obtaining such information may write to the Company Secretary andthe same will be furnished on request. The full annual report including the aforesaidinformation is being sent electronically to all those members who have registered theiremail addresses.
11.Details of Subsidiary/Toint Ventures/Associate Companies
Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient feature of the financial statement of a company's subsidiary or subsidiariesassociate company or companies and joint venture or ventures is given as Annexure-I.
The Auditors M/s Shankarlal Jain & Associates Chartered Accountants Mumbairetire at the ensuing Annual General Meeting and being eligible offer themselves forreappointment for a period of four years from the conclusion of this Annual GeneralMeeting [AGM] till the conclusion of 26thAGM.
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.
14.Disclosure about Cost Audit
As per the Cost Audit Orders Cost Audit is not applicable to the Company'sconstruction business for the FY2015-16.
15. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under M/s. VKM &Associates Practicing Company Secretary have been appointed Secretarial Auditors of theCompany. The report of the Secretarial Auditors is enclosed as Annexure II to this report.The report is self-explanatory and do not call for any further comments.
16. Appointment of Company Secretary
The Company is in the process of identifying the suitable candidate for the post ofCompany Secretary and will appoint the same.
17.Internal Audit & Controls
The Company appoint Mr. Asim Santara as its Internal Auditor. During the year theCompany continued to implement their suggestions and recommendations to improve thecontrol environment. Their scope of work includes review of processes for safeguarding theassets of the Company review of operational efficiency effectiveness of systems andprocesses and assessing the internal control strengths in all areas. Internal Auditorsfindings are discussed with the board of directors and suitable corrective actions takenas per the directions of Audit Committee on an ongoing basis to improve efficiency in overall operations of the company.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company.
19. Risk Management policy
The Company has laid down procedure to inform the Board about risk assessment &minimization procedure. The risk management approach is based on a clear understanding ofthe variety of risks that the organization faces disciplined risk monitoring andmeasurement and continuous risk management and mitigation measures.
20. Extract of Annual Return
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXUREI.
21.Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report
22. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future
No such order passed by the any of the regulatory authority or courts or tribunals.
23. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.
The Company has in place adequate internal controls commensurate with the size scaleand complexity of its operations. To maintain its objectivity and independence theInternal Auditor report to the Chairman of the Audit Committee of the Board. InternalAuditor monitor and evaluate the efficacy and adequacy of internal control system in theCompany its compliance with operating systems accounting procedures and policies at alllocations of the Company. Based on the report of Internal Auditor process ownersundertake corrective action in their respective areas and thereby strengthen the controls.Significant audit observations and corrective actions thereon are presented to the AuditCommittee of the Board.
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet or renewed any fixed deposits during the year.
25. Particulars of loans guarantees or investments under section 186
The particulars of loans guarantees and investments give/made during the financialyear under review and governed by the provisions of Section 186 of the Companies Act 2013have been disclosed in the financial statements.
26. Particulars of contracts or arrangements with related parties:
All contracts/arrangements/transactions entered by the company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company has not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. The Policy onmateriality of related party transactions and dealing with related party transactions asapproved by the Board may be accessed on the company's website
Your Directors draw attention of the members to Note 27 to the financial statementwhich sets out related party disclosures.
27. Corporate Governance Certificate
As per Clause 49 of the Listing Agreement with the Stock exchange the report of theCorporate Governance and the Certificate of the Auditors of the Company in respect of theCompliance thereof are appended hereto and forming part of this report. The requisitecertificate from the Auditors of the Company confirming compliance with the conditions ofCorporate Governance is attached in the report on Corporate Governance.
28. Management Discussion and Analysis
As required under Clause 49 of the Listing Agreement with the Stock Exchange theManagement Discussion and Analysis of the financial condition and result of operation ofthe Company under review is annexed and forms an integral part of the Directors' Report.
The details pertaining to composition of audit Committee are included in the Corporategovernance Report which forms part of this report.
Nomination & Remuneration Committee
The details pertaining to composition of Nomination & remuneration Committee areincluded in the Corporate governance Report which forms part of this report.
Stakeholder Relationship Committee
The details pertaining to composition of Stakeholders Relationship Committee areincluded in the Corporate governance Report which forms part of this report.
30. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition & Redress all Act2013
The Company pursuant to the Section 4 of the Sexual Harassment of Women at workplace(Prevention Prohibition and Redressal) Act. 2013 has constituted an Internal ComplaintsCommittee. During the year no complaint was lodged with the Internal Complaint Committee.
31. Conservation of energy technology absorption and foreign exchange earnings andoutgo
During the year under review the Company has not carried out any manufacturingactivity and hence the Directors have nothing to report under Section 134 (3) (m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts ) Rules 2014 withreference to Conservation of Energy and Technology Absorption.
Foreign exchange earnings and Outgo
During the year the total foreign exchange used was Rs. 4.90 lakh and the totalforeign exchange earned was Rs. 15.10 lakh.
32. Corporate Social Responsibility fCSRl
The Disclosure as per Rule 9 of the Companies (Corporate Social responsibilityPolicy)Rules 2014 are not applicable to the Company.
33.Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134of the Companies Act 2013 shall state that
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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; and
(e) the directors had laid down internal financial controls to be followed by thecompany and x tha t such internal financial controls are adequate and were operatingeffectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
34. Listing with Stock Exchange
The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 toBSE where the Company's Shares are listed.
Your Directors would like to express their sincere appreciation for the assistance andcooperation received from the Shareholders Bankers regulatory bodies and other businessconstituents during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for thecommitted displayed by all executive officer and staff resulting in successfulperformance of the Company.
| ||For and on behalf of the Board of Directors |
| ||For Garnet Construction Limited |
|Place : Mumbai ||Kishan Kumar Kedia |
|Date :4th September2015 ||Chairman & Managing Director |
| ||DIN No. 00205146 |