GARNET INTERNATIONAL LIMITED
Your Directors have pleasure in presenting their Thirty Fifth Annual Report withAudited Accounts of the Company for the year ended 31st March 2017.
Amount in Rs.
|Particulars ||Year ended 31st March 2017 ||Year ended 31st March 2016 |
|Total Income ||494708311 ||228776026 |
|Profit/(Loss) before Depreciation and Tax ||111153463 ||5713993 |
|Less: Depreciation ||718084 ||720371 |
|Profit/(Loss) before Tax ||110435379 ||4993622 |
|Less: Provision for Tax ||22150022 ||2189569 |
|Net Profit / (Loss) after Tax ||88285357 ||2804053 |
Your directors are pleased to recommend a dividend of 12% i.e. ' 1.20 per Equity Shareof ' 10/- each for the financial year ended 31st March 2017 subject toapproval of the shareholders at the ensuing Annual General Meeting
The paid up equity share capital of the Company as on 31st March 2017 was '62250000/-.
Further the company has not issued any shares with differential voting rights norgranted stock options or sweat equity shares.
Your company has not accepted/invited deposits from the public falling within the ambitof Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014
The Company has One (1) Subsidiary Company within the meaning of Section 2(87) of theCompanies Act 2013 ("Act") as on March 31 2017. There has been no materialchange in the nature of the business of the subsidiary.
Pursuant to provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statement of the Subsidiary company in Form AOC-1 is attached tothe a part of this Report as Annexure- 'A'
Your Company has 5 (Five) Directors consisting of 3 (Three) Independent Non- ExecutiveDirectors and 2 (Two) Non Independent Executive Directors as on 31st March2017.
a) Appointmenf/Resignations from the Board of Directors
No new appointment and resignation of Directors were made in the company during theyear ending 31st March 2017.
However Dr. Vidhu Rakesh Kakkar is being appointed as Independent Director on theBoard of Directors of the Company on 30th May 2017.
b) Independent and Non-Executive Directors
In terms of the definition of 'Independence' of Directors as prescribed underRegulation 16 (1) (b) of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 and pursuant to Section 149(6) of the Companies Act 2013 and based onthe confirmation/ disclosures received from the Directors the following are theIndependent Directors of the Company:
1. Mr. Dinesh Nandwana
2. Mr. Sharad Rathi
3. Mrs. Manju Maheshwari
4. Dr. Vidhu Rakesh Kakkar (Appointed on 30-05-2017)
c) Woman Director
In terms of the provisions of Section 149 of the Companies Act 2013 and Regulation 17(1) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 acompany shall have atleast one Woman Director on the Board of the Company. Your companyhas appointed Mrs. Manju Maheshwari and Dr. Vidhu Rakesh Kakkar as Women Directors on theBoard of the Company.
d) Chairman & Managing Director (CMD)
Mr. Suresh Gaggar is Managing Director of the Company.
e) Directors Retiring by Rotation
In terms of Section 152 of the Companies Act 2013 Mr. Ramakant Gaggar being longest inoffice shall retire by retire at the ensuing AGM and being eligible for re-appointmentoffers himself for reappointment.
f) Appointment/Resignation of the Key Managerial Personnel
No new appointment and resignation of KMP were made in the company during the yearending 31st March 2017.
g) Number of Meetings of the Board
Regular meetings of the Board are held to discuss and decide on various businesspolicies strategies and other businesses. Due to business exigencies certain businessdecisions are taken by the Board through circulation from time to time.
The Board met 8 (Eight) times during the FY 2016-17 viz 30th May 2016 14thAugust2016 14th November 2016 21st November2016 24thNovember2016 24th January 201714th February 2017 and 15thFebruary 2017.
Detailed information on the meetings of the Board is included in the report onCorporate Governance which forms part of this Annual Report.
COMMITTEES OF THE BOARD
Your company has several committees which have been established as a part of the bestcorporate governance practices and are in compliance with the requirements of the relevantprovisions of laws and statutes applicable to the company.
The company has following Committees namely:
1. Audit Committee;
2. Stakeholder Grievance Committee;
3. Remuneration & Nomination Committee;
The details with respect to the composition powers roles terms of reference etc ofthe aforesaid committees are given in details in the "Report on CorporateGovernance" of the Company which forms part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Provisions of Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 not applicable to the Company.
RISK MANAGEMENT POLICY
The company has adopted a Risk Management Policy wherein all material risk faced by thecompany are identified and assessed. The Risk Management framework defines the riskmanagement approach of the Company and includes collectively identification of risksimpacting the Company's business and documents their process of identificationmitigation optimization of such risks.
The remuneration policy is in consonance with the existing industry practice and alsowith provisions of the Companies Act 2013. The Board of Directors has adopted aRemuneration Policy for Key Managerial Personnel and other employees. The Company'sremuneration policy is driven by the success and performance of the individual employeeand the performance of the Company. The details of remuneration/ sitting fee paid toDirectors during the financial year are given in Form MGT 9 the Extract of Annual Returnannexed with the Directors report. There is no other pecuniary relationship ortransactions between the Company and the non-executive directors. All the Directors havewaived their remuneration; therefore no Remuneration is paid to any of the directors ofCompany.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 is annexed as Annexure - 'E' and forms part of this Report.
LISTING AND DEMATERIALISATION
The equity shares of the Company are listed on the Bombay Stock Exchange Ltd (BSE) andCalcutta Stock Exchange (CSE). The shareholder can avail the facility provided by NSDL andCDSL to demat their shares. Shareholders are requested to convert their holdings todematerialized form to derive the benefits of holding the shares in electronic form.
The Company has a Vigil Mechanism / Whistle Blower Policy to report genuine concernsgrievances frauds and mismanagements if any. The Vigil Mechanism/ Whistle Blower policyhas been posted on the website of the Company (www.garnetint.com )
PERFORMANCE EVALUATION OF THE BOARD
In compliance with the provisions of Section 134 of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 and Regulation 17 of the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 a structured questionnairewas prepared after taking into consideration various aspects of Board's functioningcomposition of Board and Committees culture execution and performance of specificduties obligations and governance.
The performance of evaluation of Independent Directors was completed. The performanceevaluation of the Chairman and the Non- Independent Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 and the rules made thereunder are given in the notes to theFinancial Statement
RELATED PARTY TRANSACTIONS
All related party transactions that were entered during the financial year were in theordinary course of business and were on arm's length basis. There were no materiallysignificant related party transactions entered by the Company with the PromotersDirector Key Managerial Personnel or other persons which may have a potential conflictwith the interest of the Company. All the related party transactions are placed before theAudit Committee as also to the Board for approval.
Since all the related party transactions entered into by the company were in ordinarycourse of business and were on an arm's length basis Form AOC-2 is not applicable to theCompany.
None of the Directors has any pecuniary relationship or transactions vis-a-vis theCompany.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company are prepared in accordance withthe relevant Accounting Standards issued by the Institute of Chartered Accountants ofIndia and form a part of this Annual Report.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
Garnet's internal control systems and procedures are adequately commensurate with themagnitude of its current business. The operating and business control procedures have beenplanned and implemented in a manner that ensures efficient use of resources as well ascompliance with procedures and regulatory requirements. The internal control system isbeing further strengthened by laying out well-documented guidelines approval andauthorization procedures.
AUDITORS & AUDITORS REPORTS
a) Statutory Auditors
M/s. MVK Associates Chartered Accountants (Firm Registration No: 120222W) theStatutory Auditors of the Company shall retire at the conclusion of the forthcoming AnnualGeneral Meeting
(AGM). The Company has obtained written consent from the Auditors and confirmation tothe effect that they are not disqualified to be re- appointed as the Auditors of theCompany in terms of the provisions of section 139 of the Companies Act 2013 and rulesmade thereunder and that the appointment if made would be in conformity with the limitsspecified in the said Section
The Auditors if appointed shall hold office from the conclusion of this Annual GeneralMeeting till the conclusion of Thirty Ninth Annual General Meeting on the remuneration tobe decided by the Board in consultation with the Auditors. As required under the SEBI(LODR) Regulations 2015 M/s. MVK Associates Chartered Accountants have confirmed thatthey hold a valid certificate issued by the Peer Review Board of ICAI.
The Statutory Auditors in their report to the members have given qualified opinion andremarks and the response of your Directors with respect to it is that Company Managementis under process to resolve the issue.
b) Secretarial Auditors and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed M/s. Siddharth Sharma & Associates CompanySecretaries Mumbai to conduct the Secretarial Audit of the Company for the Financial Year2016-17. The Secretarial Audit Report for the Financial Year 2016-17 is annexed to thisreport as Annexure-'B'
The Secretarial Auditors in their report to the members have given remarks and theresponse of your Directors with respect to it is that Company Management is under processto ratify the same.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed by the regulators or courts ortribunals which would impact the going concern status and the Company's operations infuture.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual Return in Form MGT-9 as requiredunder Section 92 of Companies Act 2013 forms an integral part of this Report as Annexure- 'C'.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as Annexure- 'D' to this Report.
None of the employees have drawn remuneration more than ' 500000/- p.m. if employedfor the part of the year and ' 6000000/- p.a. if employed throughout the Year.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT
It has always been the Company's endeavour to excel through better Corporate Governanceand fair and transparent practices many of which have already been in place even beforethey were mandated by the law of the land. The company voluntarily complies with therequirement of the SEBI (LODR) regulations 2015.
The Board of Directors of the Company had also evolved and adopted a Code of Conductbased on the principles of Good Corporate Governance and best management practices beingfollowed globally. The Code is available on the website of the Company www.garnetint.com .
A separate report on Management Discussion and Analysis and Corporate Governance whichis voluntarily adopted by the Company is included in this Annual Report as Annexure 'E'& 'F' respectively.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanationobtained by them your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act 2013:
(a) that in preparation of Annual Accounts for the year ended 31st March2017 the applicable accounting standards has been followed along with proper explanationrelating to material departures if any;
(b) that such accounting policies have been selected and applied consistently and madejudgements and estimates that are reasonable and prudent so as to give true and fair viewof the statement of affairs of the company as at 31st March 2017 and of theprofit of the Company for the year ended on that date;
(c) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(d) that the annual accounts have been prepared on a going on concern basis;
(e) that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls were operating effectively;
(f) That the Directors had devised proper system to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(3) (m) of the Companies Act 2013 read with theRule 8(3) of the Companies (Accounts) Rules 2014 is as follows:
A. Conservation of Energy Technology Absorption
As per the provisions of Section 134(1) (m) read with Rule 8(3) of the Companies(Accounts) Rules 2014 considering the Company's business activities the Directors havenothing to state in connection with Conservation of Energy and Technology Absorptiontherefore the said provisions are not applicable to the Company.
B. Foreign Exchange Earnings and Outgo
During the year under review the Company did not have any Foreign Exchange Earnings orOutgo.
C. Business Responsibility Reporting
The Business Responsibility Reporting as required pursuant to Regulation 34 (2) f ofSEBI (LODR) Regulation 2015 is not applicable to your Company for the financial yearended 31st March 2017.
Your Directors take this opportunity to express deep and sincere gratitude to all thestakeholders of the Company for their confidence and patronage.
Your Directors wish to place on record their appreciation for the support andcontribution made by the employees at all levels and also wish to thank all its customersdealers agents suppliers investors and bankers for their continued support and faithreposed in the Company.
For and on behalf of the Board
|sd/- ||sd/- |
|Suresh Gaggar ||Ramakant Gaggar |
|Managing Director ||Director |
|DIN: 00599561 ||DIN: 01019838 |
|Date: 30th May 2017 || |
|Place: Mumbai || |