Your Directors have pleasure in presenting their 28thAnnual Report on thebusiness and operations of the Company and Audited Statement of Accounts for the yearended 31stMarch 2020.
The Board's Report is prepared based on the standalone financial statements of theCompany.
(Rs. in Lakhs)
|Particulars ||Year Ended 31.03.2020 ||Year Ended 31.03.2019 |
|Total Income ||6904.86 ||811.15 |
|Total Expenditure ||5930.74 ||694.38 |
|Profit / (loss) Before Interest Depreciation & Tax (EBITDA) ||1230.89 ||206.10 |
|Less : Finance Charges ||222.16 ||42.71 |
|Depreciation ||34.61 ||46.62 |
|Profit / (Loss) before Exceptional Item and Tax ||974.12 ||116.77 |
|Add : Exceptional Item ||0.00 ||0.00 |
|Minority Share of Profit / (Loss) (net) ||0.00 ||0.00 |
|Profit/(Loss) before Tax ||974.12 ||116.77 |
|Provision for Tax ||284.71 ||34.60 |
|Profit/(Loss) after Tax ||689.41 ||82.17 |
|Other Comprehensive Income / (Loss) ||1.40 ||0.45 |
|Total Comprehensive Income for the year net of tax ||690.81 ||82.62 |
In view of limited profits no dividend was recommended by the Board during the yearunder review.
During the year under review the total income of the company has increased tremendouslyand same is
Rs.6904.85 lacs as against previous year Rs. 811.14 the same is on account of bettersales during the year.
Accordingly company has posted better profit of Rs. 689.41 Lacs as against previousyear Profit of Rs. 82.62 due to lower operating cost of ongoing project.
CHANGE IN BUSINESS ACTIVITY:
During The year under review there is no change among the business of the Company.
The Board of Directors of your company does not propose to carry any amount to reserve.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors 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;
e. the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f. the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Report in form MGT-9 as requiredunder Section
92(3) of the Companies Act 2013 read with rule 12(1) of the Companies (Management and
Administration) Rules 2014 are included in this Report as Annexure-I and forms anintegral part of this report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENTS/ RESIGNATIONS DURING THEYEAR:
The following change took place during the financial year 2019-20 under review:
|Name of the Person ||Designation ||Date of Change ||Nature of Change |
|Jitendra Maruti Jadhav ||Director ||01-06-2019 ||Appointment |
|Santosh Ginoria ||Director ||01-06-2019 ||Resigned due to Disqualification |
|Pavan Kumar Gupta ||Secretary ||01-06-2019 ||Resignation |
|Navita Khunteta ||Secretary ||06-09-2019 ||Appointment |
|Seema Bhattar ||Director ||14-02-2020 ||Resignation |
PARTICULARS OF EMPLOYEES:
During the year there was no employee in receipt of remuneration as prescribed in theRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. The prescribed particulars of Employees as required under Section 197(12) of the Actread with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is attached as Annexure III and form part of this Report.
NUMBER OF MEETINGS OF BOARD:
|Sr.No. Particulars ||No. of Meetings held |
|1 Board Meeting ||6 |
|2 Audit Committee Meeting ||4 |
|3 Nomination and Remuneration Committee meeting ||2 / 3 |
|4 Independent Directors Meeting ||1 |
FORMAL ANNUAL EVALUATION:
Pursuant to the provision of Section 134 (3) (p) of the Companies Act 2013 the Boardof Directors evaluated the performance of its own as a body each Independent Director andNon-Independent Director and committees of the Board and found the same to besatisfactory.
DECLARATION BY INDEPENDENT DIRECTORS:
Declarations by the Independent Directors that they meet the criteria of independenceas provided in subsection (6) of Section 149 of the Companies Act 2013 has been receivedby the Company.
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of directors Key Managerial Personnel and Senior Management of the Company.
At the Annual General Meeting held on September 30 2019 M/s Poddar A. &Associates Chartered Accountants (FRN: 131521W) were appointed as statutory auditors ofthe Company to hold office till the conclusion of the 30thAnnual GeneralMeeting.
The report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.
SECRETARIAL AUDIT REPORT:
In terms of Section 204 of the Companies Act 2013 and Rules made thereunder M/s.Namrata Vyas & Associates Practicing Company Secretaries have been appointed asSecretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed asAnnexure II to this report. The report is selfexplanatory however the Company hasinitiated necessary steps to comply with non-compliances as per the provisions of variousstatute mentioned in the secretarial audit report.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle Blower Policy has been posted on the website of the Companywww.garnetconstructions.com.
SIGNIFICANT MATERIAL CHANGES:
There were no material changes and commitments which affects the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report. Except Constitution ofCorporate Social Responsibility (CSR) Committee on 31st July 2020 since theCSR will applicable under Section 135 of the Companies Act 2013 in current financialyear.
The Company is periodically reviewing its risk management perception taking intoaccount overall business environment affecting / threatening the existence of the Company.Presently management is of the opinion that such existence of risk is minimal.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:
The Board of your Company has laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and operatingeffectively.
During the year under review the Company has not accepted any deposits within themeaning of Section 73 of Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014and as such no amount on account of principal or interest on publicdeposits was outstanding as on the date of the balance sheet.
DETAILS OF SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES:
Pursuant to sub-section (3) of section 129 of the Act during the year under reviewcompany has sold its liquidated its subsidiary company therefore the statement containingthe salient feature of the financial statement of a company's subsidiary or subsidiariesassociate company or companies and joint venture or ventures is not applicable.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIESACT 2013:
The details of Loans and Investments made by the Company are given in Notes to Accountsto the Financials of the Company.
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. Therefore details of material related party transaction are not attached with thisreport. The Policy on materiality of related party transactions and dealing with relatedparty transactions as approved by the Board may be accessed on the company's website.
Your Directors also draw attention of the members to Note 35 to the financial statementwhich sets out related party disclosures.
As per the requirement under the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI Regulations")approval of the Audit Committee was received for all the Related Party Transactions. Asper the Regulation 23(8) of the SEBI Regulations the Company has sought approval ofshareholders for passing necessary resolution.
As per Regulation 27 of the Listing Regulation a report of the Corporate Governanceand the Certificate of the Auditors of the Company in respect of the Compliance thereofare appended hereto and forming part of this report. The requisite certificate from theAuditors of the Company confirming compliance with the conditions of Corporate Governanceis attached in the report on Corporate Governance. The Board of Directors of the Companyadopted the Code of Conduct and the same is posted on the Company's website. The Directorsand 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 ofoperation of the Company under review is annexed and forms an integral part of theDirectors' Report.
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 as on 31stMarch 2020.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceas required under the Act.
The following is a summary of sexual harassment complaint received or dispose of duringthe year 201920.
No. of Complaint received: NIL
No. of Complaint disposed off: NIL
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
In view of the nature of the Company Rule 8 of Company (Accounts) Rules 2014concerning conservation of energy and technology absorption respectively are notapplicable to the Company.
The foreign exchange earnings and outgo during the year is as follows:
Outflow: Nil Inflow: Rs. 1049364 /-
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
No significant or material orders were passed by the regulators or courts or Tribunalswhich impact the going concern status and Company's' operations in future.
DISCLOSURE ABOUT COST AUDIT:
As per the Cost Audit Orders Cost Audit is not applicable to the Company's packing andits allied business for the FY 2020-21.
We record our gratitude to the Banks Financial Institutions and others for theirassistance and cooperation during the year. We also wish to place on record ourappreciation for the dedicated services of the employees of the Company. We are equallythankful to our esteemed investors for their co-operation extended and confidence reposedin the management.
|Place: Mumbai ||By order of the Board of Directors |
|Date: August 31 2020 ||Garnet Construction Limited |
| ||Sd/- |
| ||Kishan Kumar Kedia |
| ||DIN : 00205146 |
| ||Managing Director |