Garv Industries Limited
Your Directors have pleasure in presenting the Second Annual Report on the business andoperations of the Company along with Audited Financial Statements for the Financial Yearended on 31stMarch 2019.
1. FINANCIAL RESULTS:
|Particular ||As on 31st March2019 ||As on 31st March 2018 |
|Sales ||421525597.43 ||181460945.11 |
|Other Income ||70288.00 ||30972.00 |
|Total Income ||421595885.43 ||181491917.11 |
|Total Expenses ||421175642.42 ||180517031.41 |
|Profit Before Tax ||420243.01 ||974885.70 |
|Less: Income Tax -Current Year ||135263.00 ||245487.00 |
|Less: Deferred Tax ||(20592.00) ||2449.00 |
|Profit/(Loss) after tax ||305572.01 ||726949.70 |
2. RESULTS OF OPERATIONS & STATE OF COMPANY'S AFFAIRS
The Company recorded a turnover of Rs 421525597.43 during the year as against Rs.181460945.11 in the previous year and the Company has earned a profit after tax of Rs.305572.01 as compared to the profit of Rs. 726949.70 in the previous financial year. Themanagement of the Company is putting their best efforts to improve the performance of theCompany
3. CHANGE IN THE NATURE OF BUSINESS
There were no changes in the Nature of Business of the Company during the FinancialYear.
4. SHARE CAPITAL
The Authorized Share Capital of the Company is Rs. 102500000/- divided into10250000 Equity Shares of Rs. 10/- each. During the year under review the Company'sissued subscribed and paid-up equity share capital has been increased by Rs. 32000000divided into 3200000Equity Shares of Rs. 10/- each. On March 31 2019 the paid-upcapital stood at Rs. 102000000/- divided into 10200000 Equity Shares of Rs. 10/-each.
The Board of Directors has not recommended any dividend for the financial year ended onMarch 31 2019.Since the Board have considered it financially prudent in the long-termsinterest of the company to re-invest the profits into the business of the company tobuild a strong reserve base and grow the business of the company.
6. TRANSFER TO RESERVES
During the period the Company has not transferred any amount to the General Reserve ofthe Company.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments during the current financial yearwhich materially affects the financial position of the Company till the date of thisreport.
The Company has not accepted any deposits from the public and as such no amount onaccount of principal or interest on deposits from public was outstanding as on the date ofthe balance sheet for the FY 2018-19.
10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT2013
The particulars of loans guarantees and investments whenever required have beendisclosed in the financial statements which also form part of this report.
11. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social ResponsibilityInitiatives as provisions of section 135(1) of the Companies Act 2013 read with Companies(Corporate Social Responsibility Policy) Rules 2014 are not applicable on the Company.
12. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Section 134(3) of the Companies Act 2013 read withRule 8(3) of Companies (Accounts) Rules 2014 are annexed herewith at "Annexure -I".
13. INTERNAL FINANCIAL CONTROL SYSTEM
According to Section 134(5) (e) of the Companies Act 2013 the term financial control(IFC) means the policies and procedures adopted by the Company for ensuring the orderlyand efficient conduct of business including adherence to the company's policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialinformation.
The Company has a well-placed proper and adequate Internal Financial Control Systemwhich ensures that all the assets are safeguarded and protected and the transactions areauthorized recorded and reported correctly.
To further strengthen the internal control process the company has developed the verycomprehensive compliance management tool to drill down the responsibility of thecompliance from top management to executive.
14. CHANGES IN DIRECTORS& KEY MANAGERIAL PERSONNAL DIRECTORS
During the Financial year there is no change in the Board of Directors of the Company.Mr. Rishu Agarwal Managing Director of the Company retires by rotation at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment.
As on 31st March 2019 Board of Directors of the Company is comprised offollowing directors:
|S. No ||Name of the Director ||Designation |
|1 ||Mr. Rishu Agarwal ||Managing Director |
|2 ||Mrs. Daya Bansal ||Director |
|3 ||Mr. Amit Agarwal ||Independent Director |
|4 ||Mr. Vishal Aggarwal ||Independent Director |
KEY MANAGERIAL PERSONNEL
Whole Time Director
There is no change among Whole Time Directors of the Company.
Chief Financial Officer
There is no change in Chief Financial Officer of the Company.
During the year Ms. Isha Gupta appointed as the Company Secretary and Complianceofficer of the Company w.e.f. 21st August 2018 in place of Ms. Anjali Trivedi.
Ms. Isha Gupta has resigned from the office after the closure of FinancialYear endedMarch 31 2019.
15. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
Pursuant to Section 178(3) of the Companies Act 2013 the Nomination and RemunerationCommittee constituted by the Board of Directors have laid down the following policies:
a. Criteria for nomination as Director Key Managerial Personnel and Independence of aDirector:
b. Criteria for determining Remuneration of Directors Key Managerial Personnel andSenior Management Other Employees of the Company.
c. Evaluation of performance of the members of the Board Key Managerial Personnel.
The following directors are the members of the Nomination and Remuneration Committee:
|Mr. Vishal Agarwal ||- Chairman |
|Mr. Amit Agarwal ||- Member |
|Mrs.Daya Bansal ||- Member |
1 (One) meeting on 20.08.2018 of the Nomination and RemunerationCommittee were heldduring the year. The attendance details of the Nomination and Remuneration Committeemeetings are as follows:
|Names of Directors ||Designation ||No. of meetings attended |
|Mr. Vishal Agarwal DIN: 07933495 ||Non- Executive Independent Director ||1 |
|Mr. Amit Agarwal DIN: 07854072 ||Non- Executive Independent Director ||1 |
|Mrs. Daya Bansal DIN: 02960325 ||Non- Executive Non -Independent Director ||1 |
Nomination & Remuneration Policy isuploaded on the website of the Company i.e. atwww.garvindustries.com
16. INDEPENDENT DIRECTOR'S DECLARATION
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 confirming that he/she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013.
17. BOARD EVALUATION
As per provisions of section 134(3) of the Companies Act 2013 and Rules madethereunder the Board of Directors has carried out an annual evaluation of its ownperformance Board Committees and individual directors.
The performance of the Board of Directors and its Committees were evaluated on variousparameters such as structure composition experience performance of specific duties andobligations quality of decision making and overall effectiveness.
The performance of individual Directors was evaluated on parameters such as meetingattendance participation and contribution and independent judgment.
The Board members noted from time to time the suggestions/ inputs of IndependentDirectors Nomination Committee and Audit Committee and also discussed various initiativesto further improve the Board effectiveness.
In a separate meeting of Independent Directors held on 11/02/2019 performance ofnonindependent directors performance of the Board as a whole and performance of theChairman was evaluated.
18. NUMBER OF MEETINGS OF THE BOARD
During the year the Board met 8(eight) times to deliberate on various matters on04.04.2018 21.04.2018 11.05.2018 21.05.2018 21.08.2018 23.10.2018 12.11.2018 and28.11.2018. The maximum interval between any two meetings did not exceed 120 days.
|S. No. ||Name of the Director ||No of board Meetings held during the year during his/her tenure as director ||No. of Meetings attended during the year |
|1. ||Rishu Agarwal ||8 ||8 |
|2. ||Daya Bansal ||8 ||8 |
|3. ||Amit Agarwal ||8 ||8 |
|4. ||Vishal Aggarwal ||8 ||8 |
19. AUDIT COMMITTEE
The Board of Directors of the Company has constituted Audit Committee u/s 177 of theCompanies Act 2013 consisting of 3 members Mr. Vishal Aggarwal (Independent Director)Mr. Amit Agarwal (Independent Director) & Mr. Rishu (Managing Director). Mr. VishalAggarwal is the Chairman of the Audit Committee.
The Company Secretary acts as the Secretary to the Audit Committee. The primaryobjective of the Audit Committee is to monitor and provide an effective supervision of themanagement's financial reporting process to ensure accurate and timely disclosures withthe highest levels of transparency integrity and quality of financial reporting. TheAudit Committee overseas the work carried out in the financial reporting process by themanagement the internal Auditors and the Independent Auditors and notes the processes andsafeguards employed by each of them. All possible measures must be taken by the AuditCommittee to ensure the objectivity and independence of the independent auditors.
During the period under review 06 (Six) meetings of the Audit Committee has been held.These were held on 10/05/2018 21/05/2018 14/07/2018 22/10/2018 10/11/2018 and07/03/2019. The attendance details of the Audit Committee meetings are as follows:
|S. No. ||Name of Director ||No. of Meetings Held ||No. of meetings Attended |
|1 ||Mr. Vishal Aggarwal ||6 ||6 |
|2 ||Mr. Amit Agarwal ||6 ||6 |
|3 ||Mr. Rishu Agarwal ||6 ||6 |
20. STAKEHOLDERS RELATIONSHIP COMMITTEE
As per the provision of section 178 of the Companies Act 2013 the constitution ofStakeholders Relationship Committee is as follow. During the year under review onemeeting was held on 07/03/2019. The attendance details of the Stakeholders RelationshipCommittee meetings are as follows:
|S. No. ||Name of Member ||No. of Meetings Held ||No. of Meetings Attended |
|1 ||Mr.Vishal Aggarwal ||1 ||1 |
|2 ||Mrs.Daya Bansal ||1 ||1 |
|3 ||Mr. Amit Agarwal ||1 ||1 |
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred to in section188(1) of the Companies Act 2013 read with Rule 8(2) of Companies (Accounts) Rules 2014in prescribed Form AOC-2 is annexed herewith at "Annexure II".
The policy on Related Party Transactions as approved by the Board may be accessed onthe Company's website http://www.garvindustries.com
22. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES
The company does not have any Subsidiary Joint Venture or Associate Company; henceprovisions of section 129(3) of the Companies Act 2013 relating to preparation ofconsolidated financial statements are not applicable.
23. VIGIL MECHANISM/WHISTLE BLOWER POLICY
As per the provisions of Companies Act 2013 every Listed Company shall establish avigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions ofsection 177(9) & (10) of the Companies Act 2013 a vigil mechanism/ whistle blowerpolicy for directors and employees to report genuine concerns has been established andapproved by Board.
The Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting highest standards of professionalism integrity and ethicalbehavior.
The Vigil Mechanism-cum-Whistle Blower Policy may be accessed on the Company's websitehttp://www.garvindustries.com
24. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT. 2013
The Provision of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 regarding statement of particulars of employeesis not applicable on theCompany.
25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.
There were no significant order was passed by any regulatory authority or court ortribunal.
26. DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED U/S 134(3)(c):
Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that: -
a. in the preparation of the annual accounts the applicable accounting standards havebeen followed;
b. 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 at the end of the financial year and ofthe profit and loss of the company for that period;
c. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
d. the Directors have prepared the annual accounts on a going concern basis.
e. the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively
f. the Directors have devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
27. AUDITORS STATUTORY AUDITOR
M/s Sadana& Co. Chartered Accountants were appointed as Statutory Auditors ofthe Company from the conclusion of 1st Annual General Meeting till theconclusion of the 6th AGM of the Company to be held in the year 2023.
The notes on accounts referred to in the auditors' report are self-explanatory andtherefore don't call for any further comments by the Board of directors.
In terms of Section 204 of the Act and Rules made there under Vikas Verma &Associates Practicing Company Secretaries were appointed as Secretarial Auditors for thefinancial year 2018-19. The Secretarial Audit Report for the financial year ended on March31 2019 is annexed herewith marked as "Annexure-III" to this Report.
There are no qualifications or adverse remarks in the Secretarial Auditors' Reportwhich require any clarification or explanation.
In terms of Section 138 of the Act and Rules made there under S C Verma &Associates Chartered Accountants were appointed as Internal Auditors for the financialyear 2018-19.
28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per SEBI Listing Regulations Management Discussion and Analysis are attached whichform part of this report annexed herewith at "Annexure -IV".
29. RISK MANAGEMENT
During the year The Board had developed and implemented an appropriate risk managementpolicy for identifying the element of risk which in the opinion of the Board may threatenthe existence of the company and safeguarding the company against those risks.
30. CODE OF CONDUCT AND ETHICS
The Board of directors of the Company has adopted a Code of Conduct and Ethics for theDirectors and Senior Executives of the Company. The object of the Code is to conduct thecompany's business ethically and with responsibility integrity fairness transparencyand honesty. The Code sets out a broad policy for one's conduct in dealing with theCompany fellow directors and with the environment in which the Company operates.
31. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION.PROHIBITION & REDRESSAL) ACT 2013
Your Company has a policy and framework for employees to report sexual harassment casesat workplace and the process ensures complete anonymity and confidentiality ofinformation. No complaints of sexual harassment were raised in the financial year 2018-19.
32. ANNUAL RETURN
As per the requirements of Section 92(3) of the Companies Act and Rules framedthereunder the extract of the Annual Return is given in "Annexure - V" inthe prescribed Form No. MGT - 9 which is a part of this report. The same is available onwebsite of the Company i.e. at www.garvindustries.com.
The directors thank the Company's employees customers vendors investors and academicinstitutions for their continuous support.
The directors also thank the Government of India and concerned governmentdepartments/agencies for their co-operation.
| || ||For & on behalf of |
| || ||Garv Industries Limited |
| ||Sd/- ||Sd/- |
| ||Rishu Agarwal ||Daya Bansal |
|Date: 29.08.2019 ||Managing Director ||Director |
|Place: New Delhi ||DIN:02960289 ||DIN:02960325 |