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Garnet Construction Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 30.97 Cr. P/BV 0.33 Book Value (Rs.) 66.60
52 Week High/Low (Rs.) 29/10 FV/ML 10/1 P/E(X) 106.60
Bookclosure 30/09/2023 EPS (Rs.) 0.21 Div Yield (%) 0.00
Year End :2015-03 
Dear Members,

The Directors have pleasure in presenting their 23rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2015.

1. Financial summary or highlights/Performance of the Company (Standalone)

The Board's Report shall be prepared based on the stand alone financial statements of the company.

                                                            Rs. In Lacs

Particulars                                 2014-2015          2013-14

Gross Income                                  2873.20          1017.07

Profit Before Interest and                     607.33           606.46
Depreciation

Finance Charges                                260.50           248.37

Gross Profit                                   346.83           358.09

Provision for Depreciation                      95.01            40.63

Net Profit Before Tax                          251.82           317.46

Provision for Tax                              185.85            88.51

Net Profit After Tax                            65.97           228.95

Balance of Profit brought forward              704.59           475.64

Balance available for                          764.83           704.59
appropriation

Proposed Dividend on Equity                         0                0
Shares

Tax on proposed Dividend                            0                0

Transfer to General Reserve                         0                0

Surplus carried to Balance Sheet               764.83           704.59

2. Brief description of the Company's working during the year/State of Company's affair

During the year under review the Company has total income of Rs. 2,873.30 (in lacs) as against previous year Rs. 1,017.07, the same is on account of sales of magic hills bun glows of which the possession is handed over. However the company has posted net profit of Rs. 65.97 Lacs as against previous year profit of Rs. 228.95, the same is due to higher depreciation in compliance with provisions of the act and taxation charge to P&L

3. Dividend

Your directors regret to inform you that we do not recommend any dividend for the year to strengthen the position of the company

4. Unclaimed Dividend

There is no balance lying in unpaid equity dividend account.

5. Share Capital

There is no change in the share capital of the Company during the year.

6. Directors and Key Managerial Personnel

Mr. Arun Kedia Director Marketing retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment further Ms. Hetal Talreja has been appointed as Chief Financial Officer with effect from 16th March, 2015.

7. Particulars of Employees

In terms of the provisions of Section 197 (12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the details required therein forms part of this report. Having regard to the provisions of Section 136(1) read with the its relevant provision of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered office of the Company during working hours and any member interested in obtaining such information may write to the Company and the same will be furnished without any fee and free of cost. In terms of the requirement of Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees draw salary in excess of Rs. 5 Lacs p.m. or Rs. 60 Lacs p.a.

8. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 10 Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

9. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

10. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Managerial Remuneration:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report as Annexure I. In terms of the provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report. Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013 and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered address of the company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full annual report including the aforesaid information is being sent electronically to all those members who have registered their email addresses.

11. Details of Subsidiary/Joint Ventures/Associate Companies

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as Annexure-I.

12. Auditors

The Auditors, M/s Shankarlal Jain & Associates, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for a period of four years from the conclusion of this Annual General Meeting [AGM] till the conclusion of 26th AGM.

13. Auditors Reports

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

14. Disclosure about Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Company's construction business for the FY 2015-16.

15. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. VKM & Associates, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. The report is self-explanatory and do not call for any further comments.

16. Appointment of Company Secretary

The Company is in the process of identifying the suitable candidate for the post of Company Secretary and will appoint the same.

17. Internal Audit & Controls

The Company appoint Mr. Asim Santara as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Interned Auditors findings are discussed with the board of directors and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in over all operations of the company.

18. Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.

19. Risk Management policy

The Company has laid down procedure to inform the Board about risk assessment & minimization procedure. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk management and mitigation measures.

20. Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I.

21. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report

22. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

No such order passed by the any of the regulatory authority or courts or tribunals.

23. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The Company has in place adequate internal controls commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor report to the Chairman of the Audit Committee of the Board. Internal Auditor monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

24. Deposits

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet or renewed any fixed deposits during the year.

25. Particulars of loans, guarantees or investments under section 186

The particulars of loans, guarantees and investments give/made during the financial year under review and governed by the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the financial statements.

26. Particulars of contracts or arrangements with related parties:

All contracts/arrangements/transactions entered by the company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the company's website

Your Directors draw attention of the members to Note 27 to the financial statement which sets out related party disclosures.

27. Corporate Governance Certificate

As per Clause 49 of the Listing Agreement with the Stock exchange, the report of the Corporate Governance and the Certificate of the Auditors of the Company in respect of the Compliance thereof are appended hereto and forming part of this report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached in the report on Corporate Governance.

28. Management Discussion and Analysis

As required under Clause 49 of the Listing Agreement with the Stock Exchange, the Management Discussion and Analysis of the financial condition and result of operation of the Company under review, is annexed and forms an integral part of the Directors' Report.

29. Disclosure

Audit Committee

The details pertaining to composition of audit Committee are included in the Corporate governance Report which forms part of this report.

Nomination & Remuneration Committee

The details pertaining to composition of Nomination & remuneration Committee are included in the Corporate governance Report which forms part of this report.

Stakeholder Relationship Committee

The details pertaining to composition of Stakeholders Relationship Committee are included in the Corporate governance Report which forms part of this report.

30. Disclosure under the Sexual Harassment of Women at Workplace (Prevention. Prohibition & Redressal) Act, 2013

The Company pursuant to the Section 4 of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act. 2013 has constituted an Internal Complaints Committee. During the year, no complaint was lodged with the Internal Complaint Committee.

31. Conservation of energy, technology absorption and foreign exchange earnings and outgo

During the year under review, the Company has not carried out any manufacturing activity and hence the Directors have nothing to report under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts ) Rules, 2014 with reference to Conservation of Energy and Technology Absorption.

Foreign exchange earnings and Outgo

During the year, the total foreign exchange used was Rs. 4.90 lakh and the total foreign exchange earned was Rs. 15.10 lakh.

32. 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.

33. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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;

(c) 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) 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.

(f) 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.

34. Listing with Stock Exchange

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed.

35. Acknowledgements

Your Directors would like to express their sincere appreciation for the assistance and co- operation received from the Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the committed displayed by all executive, officer and staff, resulting in successful performance of the Company.

                            For and on behalf of the Board of Directors
                                   For Garnet Construction Limited

Place: Mumbai                              Kishan Kumar Kedia
Date : 4th September, 2015             Chairman & Managing Director
                                           DIN No. 00205146


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