The Board of Directors present their 38th Annual Report on the business andoperations of your Company along with the Audited Financial Statements for the financialyear ended on 31st March 2020.
The Statement of Accounts Auditors' Report Board's Report and attachment thereto havebeen prepared in accordance with the provisions contained in Section 134 of Companies Act2013 and Rule 8 of the Companies (Accounts) Rules 2014.
1. FINANCIAL RESULTS
(Amount in Rupees)
|Particulars ||Financial Year ended ||Financial Year ended |
| ||31st March 2020 ||31st March2019 |
|Revenue from Operations ||732358 ||299100 |
|(Share Trading) || || |
|Other Income ||597788 ||812365 |
|Total Income ||1330146 ||1111465 |
|Total Expenditure ||4643048 ||894107 |
|Gross Profit/(Loss) before || || |
|Depreciation and Tax ||(3312902) ||217358 |
|Less: Depreciation ||13003 ||7820 |
|Profit/(Loss) before tax ||(3315905) ||209538 |
|Less: Taxation ||- ||- |
|Add: Income Tax adjustment || || |
|of prior year ||- ||- |
|Less: || || |
|Prior period expenses || ||- |
|Deferred Tax Charges ||605922 ||(276813) |
|Profit/(Loss) for the year ||(2709983) ||(67275) |
The Company has not transferred any amount to General Reserves.
3. PERFORMANCE AND AFFAIRS OF THE COMPANY
The year under review was not satisfactory for the company. As we all know the worldeconomy faced global recession which is still continuing and because of which economicactivities slowed down. India being now global player also experiences the globaleconomic slowdown but its impact was not so much harsh as experienced by the developednations. However your Company is exploring various avenues for undertaking new projects.
In view of the loss incurred during the year your Directors do not recommend anydividend for the current year under review.
5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
Save as mentioned elsewhere in this Report no material changes and commitmentsaffecting the financial position of the Company have occurred between the end of thefinancial year of the Company on 31st March 2020 and on the date of thisreport.
The COVID-19 pandemic is an evolving human tragedy declared a global pandemic by theWorld Health Organization with adverse impact on economy and business. COVID-19 pandemicis having an unprecedented impact on people and the economy. At Nidhi Granites Limited wehave moved fast to support our multiple stakeholders and sustain our operations throughthis crisis and prepare for revival in a new normal. The COVID pandemic has inducedlockdown in many of the States/Union Territories across the country. We continue toclosely monitor the situation and have been taking appropriate actions for both sustenanceand revival. As per our current assessment no significant impact on the financialposition of the company is expected.
6. CHANGE(S) IN THE NATURE OF BUSINESS
There were no material changes with regard to the nature of business of the Company.
7. PUBLIC DEPOSITS
During the financial year under review the company has not accepted any deposits frompublic and as such no amount on account of principal on deposits from public wasoutstanding as on the date of the Balance Sheet.
8. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
During the year under review your Company did not have any subsidiary associate andjoint venture company.
9. BOARD MEETINGS
During the Financial year total 5 (Five) meetings of the Board of Directors were heldon 24th May 2019 13th August 2019 13th November2019 13th January 2020 11th February 2020 and 14thFebruary 2020 (Adjourned) respectively. The attendance record of all Directors is asunder:
|Name of the Directors ||No. of Board Meetings ||Attendance at last AGM held on 30th September 2019 |
| ||Held ||Attended || |
|Mr. Rajkumar Thard ||5 ||4 ||No |
|(Chairperson & Managing || || || |
|Director) || || || |
|Mrs. Pushpa Thard ||5 ||4 ||No |
|Ms. Nidhi Agarwal ||5 ||5 ||Yes |
|Mr. Dattaprasad Kulkarni ||5 ||5 ||Yes |
|Ms. Ophelia Rodrigues ||5 ||5 ||Yes |
The proceedings were properly recorded and signed in the Minutes Book maintained forthe purpose. The maximum gap between any two meetings was less than 120 days.
During the year the Annual General Meeting (AGM) was held on 30th September2019 and the proceedings of the meetings were properly recorded and signed in the MinutesBook maintained for the purpose.
The Company had conducted the Postal Ballot to seek the approval of member by passingthe Ordinary Resolution for appointment of Statutory Auditor to fill the Casual Vacancywhich commenced on 8th July 2020 and concluded on 6th August 2020.Voting Results was announced on 8th August 2020 and the said resolution waspassed with requisite majority.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(i) Key Managerial Personnel
1. Ms. Chaitali Kachalia resigned as Company Secretary and Compliance Officer of theCompany with effect from 4th February 2020.
2. Ms. Nehashree Rathi was appointed as Company Secretary and Compliance Officer of theCompany with effect from 14th February 2020.
3. Mr. Rajkumar Thard stepped down as Managing Director of the Company w.e.f. 30thJuly 2020.
4. Mrs. Nidhi Aggarwal was appointed as Key Managerial Personnel designated as ManagingDirector of the Company w.e.f. 31st July 2020.
5. Mr. Dattaprasad Kulkarni and Ms. Ophelia Rodrigues (Independent Directors) resignedfrom the Directorship with the close of business hours of 31st August 2020.
6. Mr. Rajesh Raichand Chheda and Mr. Vineetkumar Shatrughna Mishra were appointed asan Additional Directors in the category of Non-Executive and Independent Director of theCompany w.e.f. 1st September 2020 for a term of five years.
(ii) Directors retire by rotation
Mr. Rajkumar Thard Director is due for retirement by rotation at the ensuing 38thAnnual General Meeting and being eligible offers himself for re-appointment.
(iii) Declaration by Independent Directors(s)
The Company has generally complied with Regulation 25 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and according to the provisions of section149(6) of the Companies Act 2013 the Company has also obtained declarations from all theIndependent Directors pursuant to section 149(7) of the Companies Act 2013.
(iv) Annual Evaluation of Board
In compliance with the provisions of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015 the Board has carriedout the annual performance evaluation of its own performance and other Directors. Aseparate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairperson of the Company who were evaluated on parameters such as levelof engagement and contribution independence of judgment promotion of participation byall directors and developing consensus amongst the directors for all decisions.
11. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by your Directors they make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013 and hereby confirm that: -
(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(ii) 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 as at 31st March 2020 and ofthe loss of the Company for the year ended on that date;
(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors have prepared the annual accounts on a going concern basis;
(v) the Directors have laid down proper systems for financial controls to be followedby the Company and that such internal financial controls are adequate and were operatingeffectively;
(vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
12. COMMITTEES AND POLICIES OF THE COMPANY
(1) Audit Committee
The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013 and Regulation 18 of the SEBI (LODR) Regulation 2015. TheAudit Committee comprises of:
1. Mr. Dattaprasad Kulkarni Chairperson and Independent Director
2. Mr. Rajkumar Thard Non Executive Director
3. Ms. Ophelia Rodrigues Independent Director.
The scope and terms of reference of the Audit Committee have been amended in accordancewith the Act. Internal Auditors and Statutory Auditors are permanent invitees to the AuditCommittee meetings.
The Audit Committee met Five (5) times during the year on 24th May 2019 13thAugust 2019 13th November 2019 11th February 2020 and 14thFebruary 2020 (Adjourned).
|Name of the Director ||No of Meetings attended |
|Mr. Dattaprasad Kulkarni ||5 |
|Mr. Rajkumar Thard ||5 |
|Ms. Ophelia Rodrigues ||5 |
(2) Nomination and Remuneration Policy
The Nomination and Remuneration Committee of Directors was constituted pursuant to theprovisions of Section 178 of the Companies Act 2013. The Nomination and RemunerationCommittee comprises of:
1. Mr. Dattaprasad Kulkarni Chairperson and Independent Director
2. Ms. Pushpa Thard Non-Executive Director
3. Ms. Ophelia Rodrigues Independent Director.
The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications attributes independence of a Director and policy relating to remunerationfor Directors Key Managerial Personnel and other employees.
The Nomination and Remuneration Committee met One (1) time during the year on 14thFebruary 2020.
|Name of the Director ||No of Meetings attended |
|Mr. Dattaprasad Kulkarni ||1 |
|Ms. Pushpa Thard ||1 |
|Ms. Ophelia Rodrigues ||1 |
(3) Risk Management Policy
The Board of Directors of the Company during the year have designed Risk ManagementPolicy and Guidelines to avoid events situations or circumstances which may lead tonegative consequences on the Company's businesses and define a structured approach tomanage uncertainty and to make use of these in their decision making pertaining to allbusiness divisions and corporate functions. Key business risks and their mitigations areconsidered in the annual/strategic business plans and in periodic management reviews. Atpresent there is no identifiable risk which in the opinion of the Board may threaten theexistence of the Company.
(4) Whistle Blower/ Vigil Mechanism
Your Company has established a whistle Blower/Vigil Mechanism pursuant to theprovisions of Section 177(9) of the Companies Act 2013 read with the Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 through which its Employees andDirectors can report the genuine concern about unethical behaviors actual or suspectedfraud or violation of the Company's code of conduct or ethics policy. The said policyprovides for adequate safeguards against victimization and also direct access to thehigher levels of supervisions.
(5) Disclosure Under the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013
The Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 is not applicable to your Company.
13. LISTING OF SHARES AND DEPOSITORIES
Your Company's shares are listed on BSE Limited (BSE). Your Directors wish to statethat the Equity Shares of your Company are compulsorily traded in the dematerialized form.Presently Equity Shares held by Promoters are in electronic/dematerialized form.
14. CORPORATE GOVERNANCE AND REPORT THEREON
Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the compliance with the Corporate Governance provisions as specified inRegulations 17 to 27 and para C D and E of Schedule V is not applicable to the Company asthe paid-up share capital is less than Rs. 10 Crores and net worth is also less than Rs.25 Crores as on the last day of previous financial year. Hence Corporate GovernanceReport is not furnished.
15. STATEMENT SHOWING THE DETAILS OF EMPLOYEES OF THE COMPANY PURSUANT TO SECTION
197(12) OF THE COMPANIES ACT 2013 READ WITH RULE 5(2) OF THE COMPANIES (APPOINTMENT& REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:
None of the employees of the Company is in receipt of remuneration prescribed underSection 197(12) of the Companies Act 2013 read with Rule 5(2) of the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014.
16. ANNUAL RETURN
Annual Return for the financial year ended 31st March 2020 shall beuploaded on the website of the Company i.e. www.nidhigranites.com.
(i) STATUTORY AUDITOR
M/s. S. K. Bhageria & Associates-Chartered Accountants Mumbai having Firmregistration number 112882W have been appointed on 22nd June 2020 by Board byway of resolution by circulation as Statutory Auditor of the Company to fill the casualvacancy cause by the resignation by M/s. S. K. Masand & Co. Chartered Accountantswho will hold office upto ensuing annual general meeting and being eligible offerthemselves for appointment for period of 5 years i.e. from FY 2020-21 upto FY 2024-25.
There were no reservations / qualifications or adverse remarks contained in Auditor'sReport.
(ii) SECRETARIAL AUDITOR
Pursuant to provision of section 204 of the Act and the rules framed there under theBoard has appointed Dholakia & Associates LLP Company Secretary in whole timePractice to undertake the Secretarial Audit of the Company for the financial year 2019-20The Report of the Secretarial Audit Report is annexed herewith as "AnnexureA".
The explanation with respect to qualifications made by the Secretarial Auditor in theSecretarial Audit Report:
|Sr. No. ||Secretarial Auditors qualification ||Management response thereto |
|1. ||The Independent Directors are classified as promoters of the Company as per the Shareholding Pattern filed by the Company with the Stock Exchange. ||The Independent Directors were erroneously shown as Promoters and the Company has initiated the process of re classification. Also the Independent Directors have resigned w.e.f. 31st August 2020. |
|2. ||One of the Independent Directors of the Company along with his relatives has acquired the shares entitling him more than 2% of the total voting power of the Company. ||The subject Independent Director has resigned w.e.f. 31st August 2020. |
| ||We have been informed that the Company is taking corrective actions on the aforesaid observations. || |
|3. ||The transactions in equity shares done by promoters during the year under review has not been reported to the Stock Exchanges as required under SAST Regulations 2011. ||The Company was not aware about the change of promoter holding until filing of shareholding pattern with BSE. |
(iii) COST AUDITOR
The Company is not required to appoint Cost Auditor as it is not required to submitcost audit report pursuant to the provisions of the Companies (Cost Record and Audit)Rules 2014.
18. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observations has been received from the internal Auditor of the Company forinefficiency or inadequacy of such controls.
19. PARTICULARS OF LOANS GUARANTEES AND INVESTMENT
(i) Details of loans guarantees and securities
The company has not granted any loans guarantees and investments for the financialyear ended March 31 2020
(ii) Details of investments
The details of Investments covered under the provisions of Section 186 of theCompanies Act 2013 are disclosed in the Financial Statements.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
There is no transaction entered into/contracts or arrangement with related party duringthe Financial Year.
21. HEALTH SAFETY AND ENVIRONMENTAL PROTECTION
Your Company has complied with all the applicable environmental laws and labour laws.The Company has been complying with the relevant laws and has been taking all necessarymeasures to protect the environment and maximize worker/employee protection and safety.
22. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of being environmentally clean and has safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliance of environmental regulations and preservationof natural resources. There was no accident during the year.
23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are given as under:
Energy Conservation: N.A. Technology Absorption: N.A.
Foreign Exchange Earnings and outgo: Nil
24. INTERNAL CONTROL SYSTEMS:
Adequate internal control systems commensurate with the nature of the Company'sbusiness size and complexity of its operations are in place. It has been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.
25. GREEN INITIATIVES
Pursuant to Sections 101 and 136 of the Companies Act 2013 the Company has beentransmitting Annual Report through electronic mode (e-mail) to all the shareholders whohave registered their e-mail addresses with the Company or with the Depository to receiveAnnual Report through electronic mode. This will help reduce consumption of paper.
26. SECRETARIAL STANDARDS
It is hereby confirmed that the Company has generally complied with the provisions ofall applicable Secretarial Standards issued by the Institute of Company Secretaries ofIndia.
27. GENERAL DISCLOSURES
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. The Company has not issued any shares with differential rights and hence noinformation as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of theCompanies (Share Capital and Debentures) Rules 2014 is furnished.
2. The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debentures) Rules 2014 is furnished.
3. The Company has not issued any equity shares under Employees Stock Option Schemeduring the year under review and hence no information as per provisions of Section62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures)Rules 2014 is furnished.
4. During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014 hence no information is furnished.
5. No order has been passed by any regulator or Court or Tribunal which can have animpact on the going concern status and the Company's operations in future.
Your Directors wish to thank Bankers Government authorities and various stakeholdersfor their co-operation support and valuable guidance to the Company. Your Directors alsowish to place on record their appreciation for the committed services of all the Employeesof the Company.
| ||For and on behalf of the Board |
| ||For Nidhi Granites Limited |
|Place: Mumbai ||Rajkumar Thard |
|Date: 1st September 2020 ||Chairperson |
|Regd. Office: || |
|9 Popat Bapa Shopping Centre || |
|2nd Floor Station Road Santacruz (West) || |
|Mumbai - 400 054. || |
|CIN: L51900MH1981PLC025677 || |
|Email:firstname.lastname@example.org || |
|Website: www.nidhigranites.com || |