Grovy India Ltd.
|BSE: 539522||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE343C01012|
|BSE 00:00 | 11 Jun||33.00||
|NSE 05:30 | 01 Jan||Grovy India Ltd|
Grovy India Ltd. (GROVYINDIA) - Director Report
Company director report
Your Directors have pleasure in presenting 35th (Thirty Fifth) Annual Report of your Company together with the Audited Statements of Accounts for the year ended 31st March 2020.
1. FINANCIAL HIGHLIGHTS
The standalone financial statements for the financial year ended March 31 2020 forming part of this Annual Report have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.
The Company's financial performance for the year ended 31st March 2020 and the corresponding figures for the last year are summarized below:-
(Amount in Rupees)
REVIEW OF OPERATIONS AND FUTURE PROSPECTS
Your Company is engaged in to the Business of development of property and trading of shares and commodities. During the year under review your Company has incurred a net loss of Rs 13433937/- (Rupees One CroreThirty-Four LakhsThirty-Three Thousand Nine Hundred and Thirty-Seven Only). The Company's performance from last year has been weighed down by the major upheavals faced by the real estate sector as a whole. In the present Covid-19 almost all the economic activity has been halted around the globe drastically impacting the businesses leading to heavy losses issues for the Companies with uncertainty. Your Directors are confident of improved performance by the Company in financial year 2020-21
Except as disclosed elsewhere in the Report there have been no material changes and commitments which can affect the financial position of the Company between the end of the Financial Year and the date of this Report.
Your Company is engaged into the Businesses listed as under:
a) Construction Business:
Your company Grovy India Limited is engaged into construction activity and completed their projects and sustains credibility among its customers by providing possession on time to all of them. Details of Completed project are as follows:
S-344 Greater Kailash 1 (Completed)
A 208 Square Yards plot situated at one of the best locations of the posh South Delhi Residential Colonies of Greater Kailash. This construction features neo-classical architecture style based facade design stone cladding in bathrooms well marked services for easy servicing mechanically ventilated basement UPVC exterior windows well ventilated kitchens and bathrooms massive balconies permanent finishing facade with minimum maintenance ceiling height kitchen cabinets and international branded bathroom fittings
Images as inserted above are just few among many which the company completed; for rest of the details Stakeholders may visit the company's website http://grovyindia.com
b) Shares Trading:
Your Company is also engaged in trading of Shares commodities Currencies and other financial instruments. This segment is also very important in the view of present situation of the Indian Capital Market.
During the year under review the Company had a revenue of Rs. 70310245/-(Rupees Seven CroreThree Lakh Ten Thousand and Two Hundred Forty-Five Only) from the shares trading business. Management believes that Company has the potential to compete with its peer competitors in the same business and may be emerged as big name in the coming years.
Hon'ble NCLT Principle Bench Delhi vide its order dated 19.09.2019 has approved the scheme of arrangement under Section 230 to 232 of the Companies Act 2013 among Ankur Buildtech Private Limited Ganesh Contractors and Colonisers Private Limited Ganesh Promoters Private Limited (Collectively Referred as Transferor companies) and Grovy India Limited ( Transferee Company) according to which all Transferor Companies has amalgamated with Transferee Company with effect from 01.04.2018 (The Appointed Date ).The Scheme shall be effective from or the effective date of the scheme was 16.10.2019.
The Company on 23.10.2019 has made allotment of 1114401 equity shares to the shareholders of Transferor Companies in terms of Scheme of arrangement of amalgamation (the scheme) among M/s. Ankur Buildtech Pvt Ltd. Ganesh Contractors and Colonisers Pvt. Ltd. and Ganesh Promoters Pvt Ltd. (Transferor Companies) with M/s. Grovy India Ltd.(Transferee Company) during the year.
During the year under review the Authorized Share Capital of the Company stands at Rs. 54000000/- (Five Crore Forty Lakhs) divided into 5400000 (Fifty-Four Lakh) Equity Shares of Rs. 10/- each. The Issued Subscribed and Paid up Capital stands at 2514401 (Twenty-Five Lakh Fourteen Thousand Four Hundred and One)Equity Shares of Rs.10/- each aggregating to Rs. 25144010/- (Two CroreFifty-One Lakhs Forty-Four Thousand and Ten rupees only).
RESERVES AND SURPLUS
Reserves and Surplus of the Company for the financial year 2019-20 stands at Rs. 6.39 Crores as against the Reserve and Surplus of Rs. 2.07 Crores in the previous financial year 2018-19.
2. STATE OF AFFAIRS OF THE COMPANY
The Company has been expanding its operations both in terms of product base and customer base. We have been trying to capture new market for our products. The operations of the Company are growing steadily and constant raise in performance of the Company is evident from its promising financial prospects.
As a move forward and with the help of information technology your Company is planning to explore new market. Our outlook for our new project at Noida namely Grovy Optiva is very positive and we expect to continue doing well in near future. Your Company is also planning for Foreign Collaboration and Overseas Direct Investment in form of JV/WOS abroad.
Subsidiary Companies Joint Venture and Consolidated Financial Statements
During the period under review the Company does not have any Subsidiary Company or Joint Venture.
Having regard to the operating performance of the Company for the year 2019-20 your Directors do not recommend any dividend for the year.
4. TRANSFER TO RESERVE
During the financial year under review no transfer has made to reserves of the company.
5. CHANGE IN THE NATURE OF BUSINESS IF ANY
There was no change in the nature of business of the Company during the financial year ended March 31 2020.
6. CORPORATE GOVERNANCE REPORT
Your Company and all the directors are highly dedicated and believes in principle of Good Corporate Governance practices which are in line and with legal requirements of Regulation 16 to 27 of SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENT) REGULATION 2015 and Companies Act 2013. The Company has adopted the practices which are transparent and in the best interest of the stakeholders companies and all the regulatory authorities associated with the company.
Further as per regulation 15(2) of SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENT) REGULATION 2015 certain Companies are exempted from mandatory compliance of the provisions of Regulation 17 to 27 of SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENT) REGULATION 2015. In terms of the said regulation every listed Company which has paid up equity share capital not exceeding Rs. 10 Crores and Net worth not exceeding Rs. 25 Crores as on the last day of the previous financial year are exempted from complying with the provisions of Corporate Governance regulations of listing agreement entered with the stock exchange.
Your Company is exempted from complying with the provisions of Corporate Governance as mentioned under SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 however your directors assure you that your company will continue to follow the good corporate governance practices.
7. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR.
Your Board currently comprises of 6 Directors including 3 Independent Directors. Independent Directors provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act 2013 and Listing Regulations.
8. NUMBER AND DATE OF BOARD MEETINGS AND COMMITTEES CONDUCTED DURING THE YEAR UNDER REVIEW.
a. Board Meeting
During the financial year under review 8 (Eight) Board Meetings were held as against the minimum requirement of 4 (four) Board Meetings. The details of Board Meetings are as below:
During the financial year under review 4 (Four) Audit Committee Meetings were held. The details of Meetings are as below:
c. Nomination and Remuneration Committee
During the financial year under review 1 (One) Nomination & Remuneration Committee Meeting was held. The details of Meeting are as below:
9. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c)of the Companies Act 2013 the Board hereby submits its responsibility Statement confirming as per the provisions of Section 134(5) that:
1. in the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures;
2. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
3. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. the directors had prepared the annual accounts on a going concern basis;
5. the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
6. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
10. DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT IF ANY.
All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act 2013 and the relevant rules.
11. FORMAL ANNUAL EVALUATIONOF THE PERFORMANCE OF THE BOARD ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS
In line with the statutory requirements enshrined under the Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board carried out a performance evaluation of itself its Committees the Chairman and each of the other Directors. As in previous year this was carried out on the basis of framework approved by the
Nomination and Remuneration Committee. The Committee had unanimously consented for an `in-house' review built on suggestive parameters. Based on the suggestive parameters approved by the Nomination and Remuneration Committee the following evaluations were carried out:
1. Statutory Auditors
Company has received resignation letter from M/s. Nitin K Kumar & Co. Chartered Accountant (FRN: 029517N) stating their inability to continue as the Statuary Auditors of the Company due to their preoccupancy with effect from June 26 2020. Based on the recommendation of the Audit Committee the Board of Director at their meeting held on June 26 2020 has appointed M/s. Doogar& Associates. Chartered Accountants (Firm Registration Number: 000561N)as the statutory Auditors of the Company to fill the causal vacancy. The Company has received the consent from the M/s. Doogar& Associates. Chartered Accountants (Firm Registration Number: 000561N) and confirmation to the effect that they are not disqualified to be appointed as the Statutory Auditors of the Company in terms of the provisions of the Companies Act 2013 and rules made thereunder.
2. Auditors Report
There are no qualifications reservations or adverse remarks or disclaimers made by the M/s Nitin K Kumar& Co. Statutory Auditors in their report. Observations made in the Auditor's Report are self-explanatory and therefore do not call for any further comments under Section 134(1) of the Companies Act 2013.
3. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with corresponding Rules framed thereunder M/s Narender & Associates Company Secretaries; was appointed as the Secretarial Auditors of the Company to carry out the Secretarial Audit for the year ended March 31 2020. The Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 which is annexed with this Report as Annexure A.
13. FRAUD REPORTING
No such fraud was reported by the statutory auditors of the Company.
14. EXTRACT OF THE ANNUAL RETURN
The extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Companies Act 2013 read with Companies (Management & Administration) Rules 2014 which is annexed to this report as Annexure B.
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT 2013.
The details of loans guarantees and investments made under Section 186 of the Companies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 are given in the notes to Financial Statements.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES.
All Related party transactions are entered on an arm's length basis and are in compliance with the applicable provisions of the Companies Act 2013 and the Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large.
The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act 2013 including certain arm's length transactions under third proviso thereto are disclosed in Form No. AOC-2 in Annexure C and form part of this Report.
17. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT.
The Company has not accepted any deposits during the year under review.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions of Section 135(1) of the Companies Act 2013 Corporate Social Responsibility is not applicable on your Company.
19. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Risk Management and Governance Department of the Company have assured the existence of various risk-based controls in the Company and tested the key controls towards assurance for compliance for the present fiscal. Further the testing of such controls was carried out independently by the Statutory Auditors of the Company as mandated under the provisions of the Companies Act 2013. In the opinion of the Board the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company.
20. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has also established a vigil mechanism and oversees it through the Audit Committee to resolve the genuine concerns expressed by the employees and other directors. The Company has also provided adequate safeguards against victimization of employees and directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company.
21. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review the Company has not transferred any amount in investor Education and Protection Fund.
22. LISTING OF SECURITIES
The Shares of the Company are listed and traded at BSE Ltd. w.e.f. 30th December 2015 with Scrip Code 539522 in the list of XT Group Securities. The Annual Listing Fee including applicable tax for the financial year 2019-20 has been paid to all Stock Exchanges.
23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy technology absorption foreign exchange earnings and outgo as required under Section 134(3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure D and forms part of this Report.
24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
Hon'ble NCLT Principle Bench Delhi vide its order dated 19.09.2019 has approved the scheme of arrangement u/s 230 to 232 of the Companies Act 2013 among Ankur Buildtech Private Limited Ganesh Contractors and Colonisers Private Limited Ganesh Promoters Private Limited ( Collectively Referred as Transferor companies) and Grovy India Limited ( Transferee Company) according to which all Transferor companies has amalgamated with Transferee company with effect from 01.04.2018 (The Appointed Date ). The effective date of the scheme was 16.10.2019.
25. MAINTENANCE OF COST RECORDS
The provisions of Section 148 are not applicable on the Company. Consequently the company is not liable to maintain such cost records.
26. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)
No such cases filed during the financial year under review.
The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers vendors regulators banks financial institutions rating agencies stock exchanges and depositories auditors legal advisors consultants business associates and all the employees with whose help cooperation and hard work the Company is able to achieve the results. The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and all its shareholders.