On behalf of the Board of Directors it is my pleasure to present the 27thAnnual Report of Company Name together with the Audited Statement of Accounts for the yearended March 31 2019.
Highlights of Financial Performance (Standalone)
The Company has recorded the following financial performance for the year ended March31 2019:
Amount in Lacs
| || |
|Particulars ||Year Ended 31.03.2019 ||Year Ended 31.03.2018 ||Year Ended 31.03.2019 ||Year Ended 31.03.2018 |
|Total Income ||811.15 ||599.33 ||811.15 ||599.33 |
|Total Expenditure ||694.38 ||244.87 ||696.57 ||245.19 |
|Profit / (loss) Before Interest Depreciation & Tax (EBITDA) ||206.10 ||354.45 ||207.78 ||354.14 |
|Less : Finance Charges ||42.71 ||153.97 ||42.72 ||153.96 |
|Depreciation ||46.62 ||54.17 ||48.49 ||56.19 |
|Profit / (Loss) before Exceptional Item and Tax ||116.77 ||146.32 ||117.66 ||143.99 |
|Add : Exceptional Item ||0.00 ||0.00 ||0.00 ||0.00 |
|Minority Share of Profit / (Loss) (net) ||0.00 ||0.00 ||(1.09) ||(0.99) |
|Profit/(Loss) before Tax ||116.77 ||146.32 ||116.57 ||144.98 |
|Provision for Tax ||3460 ||24.92 ||34.60 ||24.58 |
|Profit/(Loss) after Tax ||82.17 ||121.40 ||81.97 ||120.40 |
|Other Comprehensive Income / (Loss) ||0.45 ||0.40 ||0.45 ||0.40 |
|Total Comprehensive Income for the year net of tax ||82.62 ||121.80 ||81.52 ||120.80 |
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year to which the balancesheet relates and the date of this report.
Indian Accounting Standards (Ind AS) :
Pursuant to the notification of the IND AS-115 by the Ministry of Corporate AffairsGovernment of India Revenue shall be recognized when the Company transfers the control ofgoods or services to the costumer. In other words entity shali satisfy its performanceobligations to the customer to recognize the revenue. Satisfying the performanceobligation in the context of real estate industry means completion of ail obligations bythe developer and intimating the customer our readiness for handing over the unit.
Summary of Operations
During the year under review the total income of the company has increased and same isRs.811.15 lacs as against previous year Rs. 599.33 the same is on account of better salesduring the year. However company has posted lower net profit of Rs. 82.62 Lacs as againstprevious year Profit of Rs. 121.80 due to operating cost of ongoing project.
CHANGE IN BUSINESS ACTIVITY
During The year under review there is no change among the business of the Company.
State of Affairs
The Company is engaged in the business of construction and its allied activity. Therehas been no change in the business of the Company during the financial year ended 31stMarch 2019.
Your directors regret to inform you that we do not recommend any dividend for the yearto strengthen the position of the company
The Board of Directors of your company does not propose to carry any amount to reserve.
There is no change in the share capital of the Company during the year.
Directors and Key Managerial Personnel
Shri Shiromani Singh and Smt. Seema Bhattar were appointed as Independent Directors atthe 22nd AGM of the Company held on 30th September 2014 for a termof five years and their term ends on 30th September 2019. They are eligiblefor re-appointment for another term of five consecutive years subject to approval of theMembers by Special Resolution.
They have consented to their re-appointment and confirmed that they are notdisqualified from being appointed as an Independent Director in terms of Section 164 ofthe Companies Act 2013.
Based on the performance evaluation of the Independent Directors the Nomination &Remuneration Committee and the Board of Directors of the Company at their Meetings held on30th May 2019 have recommended their reappointment as an Independent Director for asecond term of five consecutive years effective from 30th September 2019. During theirtenure of appointment they shall not be liable to retire by rotation as provided underSection 152(6) of the Companies Act 2013.
Shri Kishan Kumar Kedia Managing Director retire by rotation at the forthcoming AnnualGeneral Meeting and being eligible offer himself for reappointment. Pursuant to therecommendation of Nomination and Remuneration Committee the Board of Directors of theCompany in their meeting held on 5th September 2019.
A separate meeting of Independent Director was held for the purpose of evolution ofperformance of non-independent directors performance of board as a whole and of thechairman talking into account the views of the executive and non executive directors.
Statement on Declaration Given By Independent Directors Under Sub-Section (6) ofSection 149:-
The company has received a declaration subject to Section 149 (7) of the Companies Act2013 from all the Independent Director confirming that they meet the criteria ofIndependent as provided in Section 149 (6) of the Companies Act 2013 and Regulation 16(b) of the Listing Regulations.
Particulars of Employees
In 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 is provided on request.
Number of Meetings
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 8 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.
Details of Subsidiaries Joint Ventures or 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-III.
M/s Poddar A. & Associates appointed as statutory auditor during the year andboard has decided to reappoint them as statutory auditor to hold office for 3 financialyear upto 2021-22 subject to rectification of their appointment in every annual generalmeeting the members are requested to appointment them as statutory auditor of theCompany. The Audit Committee and Board of Directors have recommended to appoint them asStatutory Auditor.
The comments in the auditors report are self-explanatory and suitable explained in theNotes to Accounts
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 2019-20.
Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under Ms. Namrata VyasPracticing Company Secretary have been appointed Secretarial Auditors of the Company. Thereport of the Secretarial Auditors is enclosed as Annexure III to this report. The reportis self-explanatory and do not call for any further comments.
Risk Management policy
The Board of Directors of the Company has formulated a Risk Management Policy whichaims at enlarging shareholders value and providing an optimum risk reward trade off. Therisk management approach is based on a dear understanding of the risks that theorganization faces disciplined risk monitoring and laid down procedure to inform theBoard about risk assessment & minimization procedure. The risk management approach isbased on a clear understanding of the variety of risks that the organization facesdisciplined risk monitoring and measurement and continuous risk management and mitigationmeasures.
Internal Financial Control and Internal Audit
The Company has in place adequate internal financial control with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was noticed. The Company appoint Mr. AsimSantara as its Internal Auditor. During the year the Company continued to implement theirsuggestions and recommendations to improve the control environment. Their scope of workincludes review of processes for safeguarding the assets of the Company review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol strengths in all areas. Internal Auditors findings are discussed with the board ofdirectors and suitable corrective actions taken as per the directions of Audit Committeeon an ongoing basis to improve efficiency in over all operations of the company.
Vigil Mechanism & Whistle Blower Policy
The Purpose of the Whistleblower Policy is to allow employees to raise concern aboutunacceptable improper or unethical practices being followed in the organization. Theywill be protected against any adverse action and / or discrimination as a result of suchreporting provided it is justified and made in good faith. The Chairman of the AuditCommittee has been designated for the purpose of receiving and recording any complaintsunder this policy. The Vigil Mechanism Policy has been uploaded on the website of theCompany i.e. www.garnetconstructions.com
Extract of Annual Return
The extract of Annual Return in Form No.MGT-9 as required under Section 92 of theCompanies Act 2013 for the financial year ending March 31 2019 is annexed and forms partof this report.
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.
Related Party Transactions
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. The details of material related party transaction are furnished in Annexure II andforms part of this report. The Policy on materiality of related party transactions anddealing with related party transactions as approved by the Board may be accessed on thecompany's website Your Directors also draw attention of the members to Note 35 to thefinancial statement which 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 ail 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.
Conservation of Energy and Technology Absorption
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. Further there is noforeign exchange earnings and outgo.
Foreign Exchange Earnings and Outgo
Earnings in Foreign Currency (on receipts basis) from sale of Residential units Rs.20.33 Lakh Expenditure on Foreign Currency - NIL
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.
Statement on Declaration Given By Independent Directors Under Sub-Section (6) ofSection 149:-
The independent directors have submitted the declaration of independence as requiredpursuant to Section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-section (6).
Material Changes and Commitments
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relatesand the date of this report.
Consolidated Financial Statements
The Consolidated Financial Statements pursuant to Section 129 of the Companies Act2013 are attached to the Standalone Financial Statements of the Company Listing with StockExchange.
Significant and Material Orders Passed by Regulators Courts and Tribunals
No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.
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.
Safe & Conducive Workplace
The Company is committed to provide a safe and conducive work environment to itsemployees. During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
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. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
2. The Company has no subsidiary and neither the Managing Director nor the Whole-timeDirectors of the Company receive any remuneration or commission from any of Itssubsidiaries.
Directors Responsibility Statement
Pursuant to Section 134(3) (c) of the Companies Act 2013 the Board of Directors of theCompany confirms that-
1. In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures.
2. The have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company and of the loss of the Company for the year endedon that date.
3. The have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities.
4. The have prepared the annual accounts on a 'going concern' basis.
5. The have laid down internal finance control to be followed by the Company and suchinternal finance control are adequate and operating effectively;
6. The have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such system are adequate and operating effectively.
The board of Directors would like to express their sincere appreciation for theassistance and co-operation received from the financial institutions banks Governmentauthorities customers vendors and members during the year under review. The Board ofDirectors also wish to lace on record its deep sense of appreciation for the committedservices by the Company's executives staff and workers
| ||For and on behalf of the Board |
| ||Kishan Kumar Kedia |
|Date: 30th May 2019 ||Managing Director |
|Place: Mumbai ||DIN : 00205146 |
Annexure - I Form AOC- 1
(Pursuant to first proviso to sub- section (3) of Section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)
Statement containing salient features of the financial statement of subsidiaries/associate companies / joint ventures Part "A": Subsidiaries
There is no Company fall under this category.
Notes: There were no subsidiaries liquidated during the financial year 2018-19
"B": Associates and Joint Venture
| || ||Rs in Lacs |
|S. No. ||Particulars ||Callista Realty Ltd. |
|1. ||Reportinq Period ||April 18- March 19 |
|2. ||Reporting Currency ||INR |
|3. ||Share Capital ||5.006 |
|4. ||Reserve & Surplus ||13.43 |
|5. ||Total Assets ||1757.21 |
|6. ||Total Liabilities ||1757.21 |
|7. ||Investments ||- |
|8. ||Turnover(Total Revenue) ||- |
|9. ||Profit / (Loss) Before Tax ||(2.18) |
|10. ||Provision for Tax ||- |
|11. ||Profit / (Loss) After Tax ||(2.18) |
|12. ||Proposed Dividend || |
|13. ||% of Shareholding ||50 |
|Date: 30th May 2019 ||For and on behalf of the Board |
|Place: Mumbai ||Kishan Kumar Kedia |
| ||Managing Director |
| ||DIN : 00205146 |