The Board of Directors is pleased to present the 33rd Annual Report on thebusiness and operations of your Company along with the audited financial statements forthe financial year ended 31st March 2015. The Statement of AccountsAuditors Report Boards Report and attachment thereto have been prepared inaccordance with the provisions contained in Section 134 of Companies Act 2013 and Rule 8of the Companies (Accounts) Rules 2014.
1. FINANCIAL RESULTS
|Particulars ||Financial Year ended 31st March 2015 ||Financial Year ended 31st March 2014 |
|Revenue from Operations (Share Trading) ||699194 ||17670 |
|Other Income ||973210 ||1638604 |
|Total Income ||1672404 ||1656274 |
|Total Expenditure ||757477 ||728614 |
|Gross Profit/(Loss) before Depreciation and Tax ||914927 ||927660 |
|Less: Depreciation ||35316 ||17150 |
|Profit/(Loss) before tax ||879611 ||910510 |
|Less: Taxation ||74500 ||91000 |
|Add : Income Tax adjustment of prior year ||9633 ||NIL |
|Less: Deferred Tax Charges ||17193 ||NIL |
|Profit/(Loss) for the year ||931937 ||819510 |
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 worldeconomy faced global recession which is still continuing and because of which economicactivities slowed down. India being now global player also experiences the globaleconomic slowdown but its impact was not so much harsh as experienced by the developednations. However your Company is exploring various avenues for undertaking new projects.
With a view to conserve the resources your Directors do not recommend any dividend forthe current year under review.
5. MATERIAL CHANGES AND COMMITMENTS
Save as mentioned elsewhere in this Report no material changes and commitmentsaffecting the financial position of the Company have occurred between the end of thefinancial year of the Company on 31st March 2015 and on the date of this report.
6. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
During the year under review your Company did not have any subsidiary associate andjoint venture Company.
7. PUBLIC DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 and 76 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014. Thequestion of non-compliance of the relevant provisions of the law relating to acceptance ofdeposit does not arise.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(i) Appointment of Director:
Mrs. Nidhi Aggarwal (DIN 00785248) was appointed as an Additional Director of theCompany with effect from 30th April 2015 who will hold the office up to thedate of this Annual General Meeting and is eligible for appointment as a Director.
As per the provisions of the Companies Act 2013 Independent Directors are required tobe appointed for a term of five consecutive years and shall not be liable to retire byrotation. Accordingly resolutions proposing the appointment of Independent Directors formpart of the Notice of Annual General Meeting. Since all the Independent Directors arecurrent directors only their terms are being extended and hence the provisions of Section160 of the Act are not applicable. The Company has received declarations from all theIndependent Directors that they meet the criteria of independence as prescribed subsection (6) of section 149 of the Companies Act2013.
(ii) Directors retire by rotation
Mrs. Pushpa Thard Director is due for retirement by rotation at this Annual GeneralMeeting and being eligible offers herself for re-appointment.
(iii) Key Managerial Personnel
Mr. Rajkumar Thard was appointed as Key Managerial Personnel designated as ManagingDirector of the Company w.e.f. 31st July 2015.
(iv) Declaration by an Independent Director(s)
The Company has complied with provisions of section 149(6) of the Companies Act 2013.The Company has also obtained declarations from all the Independent Directors pursuant tosection 149(7) of the Companies Act 2013
(iv) Annual Evaluation of Board
Pursuant to the provisions of the Companies Act 2013 the Board has carried out theannual performance evaluation of its own performance and other Directors. A separateexercise was carried out to evaluate the performance of individual Directors including theChairman of the Board who were evaluated on parameters such as level of engagement andcontribution independence of judgment promotion of participation by all directors anddeveloping consensus amongst the directors for all decisions.
9. NUMBER OF BOARD MEETINGS
During the Financial year total 5 (Five) meetings of the Board of Directors were heldon 30th April 2014 31st July 2014 29th September2014 30th October 2014 and 30th January 2015 respectively.
10. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by your Directors they make the following statements in terms ofSection 134(3)(c)of the Companies Act 2013 and hereby confirm that:-
(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(ii) the Directors have 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 as at 31st March 2015 and of the profitof the Company for the year ended on that date;
(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 followedby the Company and that such internal financial controls are adequate and were operatingeffectively.
(vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
11. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of Directors was constituted pursuant to theprovisions of Section 178 of the Companies Act 2013. The Audit Committee comprises of:
1. Mr. Dattaprasad Narhar Kulkarni - Chairman and Independent Director
2. Mrs. Pushpa Thard Non-Executive Director
3. Ms. Ophelia Rodrigues - Non-Executive and Independent Director.
The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications attributes independence of a Director and policy relating to remunerationfor Directors Key Managerial Personnel and other employees.
12. AUDIT COMMITTEE:
The Audit Committee of Directors was constituted pursuant to the provisions of Section177 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 - Non-Executive and Independent Director.
The scope and terms of reference of the Audit Committee have been amended in accordancewith the Act. Internal Auditors and Statutory Auditors are permanent invitees to the AuditCommittee meetings.
13. LISTING OF SHARES AND DEPOSITORIES
Your Companys shares are listed on The BSE Limited (BSE). Your Directors wish tostate that the Equity Shares of your Company are compulsorily traded in the dematerializedform. Presently 100% of Equity Shares which are held by Promoters are inelectronic/dematerialized form.
14. STATEMENT SHOWING THE DETAILS OF EMPLOYEES OF THE COMPANY PURSUANT TO SECTION197(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 underSection 197(12) of the Companies Act 2013 read with Rule 5(2) of the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014.
15. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES
The Company has adopted a Whistleblower Policy to provide a formal mechanism to theDirectors employees and its stakeholders to report their concerns about unethicalbehaviour actual or suspected fraud or violation of the Companys Code of Conduct orEthics Policy. The policy provides for adequate safeguards against victimisation ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee. It is affirmed that no personnel of the Company has been deniedaccess to the Audit Committee.
16. RISK MANAGEMENT POLICY
The Board of Directors of the Company during the year have designed Risk ManagementPolicy and Guidelines to avoid events situations or circumstances which may lead tonegative consequences on the Company's businesses and define a structured approach tomanage uncertainty and to make use of these in their decision making pertaining to allbusiness divisions and corporate functions. Key business risks and their mitigations areconsidered in the annual/strategic business plans and in periodic management reviews. Atpresent there is no identifiable risk which in the opinion of the Board may threaten theexistence of the Company.
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation 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
18. INTERNAL CONTROL SYSTEMS:
Adequate internal control systems commensurate with the nature of the Companysbusiness size and complexity of its operations are in place. It has been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.
19. EXTRACT OF ANNUAL RETURN:
Extract of the Annual Return in form MGT-9 for the financial year ended 31st March2015 made under the provisions of Section 92(3) of the Act is annexed as "AnnexureA" which forms part of this Report.
(i) STATUTORY AUDITOR
M/s. K. N. Gandhi & Co. Chartered Accountants Mumbai (Membership No. 8261) theStatutory Auditors of the Company retire at the ensuing Annual General Meeting and beingeligible offer themselves for re-appointment.
The explanation with respect to qualification made by the Statutory Auditors in theAuditors Report:
|Sr. No. Auditors qualification ||Management response thereto |
|1. Basis for Qualified Opinion || |
|The Company has not made provision for Gratuity Liability based on actuarial valuation as stipulated which is a departure from the Accounting Standard referred to in Section 133 of Companies Act 2013 ( Act ) read with rule 7 of Companies ( Accounts ) Rules 2014 AS-15 Employee Benefit ( Revised). ||Since the Company has less than Ten Employees provision under Section 3 (b) of the Payment of Gratuity Act 1972 was not required to be made. |
(ii) SECRETARIAL AUDITOR
The Board has appointed M/s. Dholakia & Associates LLP Company Secretaries inwhole time Practice to undertake the Secretarial Audit of the Company for the financialyear 2014-2015. The Report of the Secretarial Audit Report is annexed herewith as"Annexure B".
The explanation with respect to qualification made by the Secretarial Auditors in theSecretarial Audit Report:
|Sr. No. Secretarial Auditors qualification ||Management response thereto |
|1. The Company has not filed Form No. MGT-14 with respect to the resolution passed for approving Un-Audited Financial Results for the quarter ended 30th June 2014 30th September 2014 and 31st December 2014. ||The Company is in the process of filing the Form MGT-14. |
|2. The Company has not appointed Company Secretary pursuant and Chief Financial Officer to Section 203 of the Act read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. ||The Company has initiated the process of appointing required KMPs. |
|3. The Company does not have a website as required under Clause 54 of the Listing Agreement entered into with BSE Limited. ||The Company will host the Website after revival of the business and financial health. |
|4. The Company has not closed trading window during the time of declaration of its Financial Results as required under Clause 3.2-3 of PART A Schedule I of SEBI (Prohibition of Insider Trading) Regulations 1992. ||Henceforth the Company will comply with the provisions of SEBI (Prohibition of Insider Trading) Regulations 1992. |
|5. The Company has selectively complied with provisions of the Listing Agreement signed with BSE Limited. ||Henceforth the Company will ensure the compliance of Listing Agreement clauses. |
(iii) COST AUDITOR
The Company is not required to appoint Cost Auditor as it is not required to submitcost audit report pursuant to the provision of the Companies (Cost Records and Audit)Rules 2014.
21. GREEN INITIATIVES
Pursuant to Sections 101 and 136 of the Companies Act 2013 The Company has beentransmitting Annual Report through electronic mode email to the shareholders who havepreferred to receive Annual Report through electronic mode. This will help reduceconsumption of paper.
22. HUMAN RESOURCES
Employees are considered to be team members being one of the most critical resources inthe business which maximize the effectiveness of the Organization. Human resources buildthe Enterprise and the sense of belonging would inculcate the spirit of dedication andloyalty amongst them towards strengthening the Companys Polices and Systems. TheCompany maintains healthy cordial and harmonious relations with all personnel and therebyenhancing the contributory value of the Human Resources.
23. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of being environmentally clean and has safeoperations. The Companys policy requires conduct of operations in such a manner soas to ensure safety of all concerned compliance of environmental regulations andpreservation of natural resources. There was no accident during the year.
24. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.
25. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES
(i) Details of loans guarantees and securities
The Company has not given any loan guarantee and securities during the year.
(ii) Details of investments
The details of Investments covered under the provisions of Section 186 of the CompaniesAct 2013 are given in the notes no. 8 to Financial Statements.
26. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
There is no transaction entered into / contracts or arrangement with related partyduring the Financial Year.
27. GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of thefollowing 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 noinformation as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of theCompanies (Share Capital and Debenture) Rules 2014 is furnished.
2. The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014 is furnished.
3. The Company has not issued any equity shares under Employees Stock Option Schemeduring the year under review and hence no information as per provisions of Section62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)Rules 2014 is furnished.
4. During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 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 orders have been passed by any Regulator or Court or Tribunal which can have animpact on the going concern status and the Companys operations in future.
Your Directors wish to thank Bankers Government authorities and various stakeholdersfor their support and valuable guidance to the Company. Your Directors also wish to placeon record their appreciation for the committed services of all the Employees of theCompany.
| ||For and On behalf of the Board of Directors |
| ||Nidhi Granites Limited |
| ||Rajkumar Thard |
|Place: Mumbai ||DIN: 00659626 |
|Date: 31st July 2015 ||Chairman & Managing Director |