BOARD'S REPORT Dear Members, The Board of Directors is pleased to present the 33rd Annual Report on the business and operations of your Company along with the audited financial statements for the financial year ended 31st March, 2015. The Statement of Accounts, Auditors' Report, Board's Report and attachment thereto have been prepared in accordance with the provisions contained in Section 134 of Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 2. RESERVES 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 world economy faced global recession which is still continuing and because of which economic activities slowed down. India, being now global player, also experiences the global economic slowdown but its impact was not so much harsh as experienced by the developed nations. However your Company is exploring various avenues for undertaking new projects. 4. DIVIDEND With a view to conserve the resources, your Directors do not recommend any dividend for the current year under review. 5. MATERIAL CHANGES AND COMMITMENTS Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company on 31st March, 2015 and on the date of this report. 6. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES During the year under review, your Company did not have any subsidiary, associate and joint venture Company. 7. PUBLIC DEPOSITS Your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The question of noncompliance of the relevant provisions of the law relating to acceptance of deposit does not arise. 8. DIRECTORS AND KEY MANAGERIAL PERSONNEL (i) Appointment of Director: Mrs. Nidhi Aggarwal (DIN 00785248) was appointed as an Additional Director of the Company with effect from 30th April, 2015 who will hold the office up to the date of this Annual General Meeting and is eligible for appointment as a Director. As per the provisions of the Companies Act, 2013 Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly resolutions proposing the appointment of Independent Directors form part of the Notice of Annual General Meeting. Since all the Independent Directors are current directors only their terms are being extended and hence the provisions of Section 160 of the Act are not applicable. The Company has received declarations from all the Independent Directors that they meet the criteria of independence as prescribed sub section (6) of section 149 of the Companies Act,2013. (ii) Directors retire by rotation Mrs. Pushpa Thard, Director is due for retirement by rotation at this Annual General Meeting and being eligible, offers herself for re-appointment. (iii) Key Managerial Personnel Mr. Rajkumar Thard was appointed as Key Managerial Personnel designated as Managing Director of the Company w.e.f. 31st July, 2015. iv) Declaration by an Independent Director(s) The Company has complied with provisions of section 149(6) of the Companies Act, 2013. The Company has also obtained declarations from all the Independent Directors pursuant to section 149(7) of the Companies Act, 2013 (iv) Annual Evaluation of Board Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the annual performance evaluation of its own performance and other Directors. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, promotion of participation by all directors and developing consensus amongst the directors for all decisions. 9. NUMBER OF BOARD MEETINGS During the Financial year, total 5 (Five) meetings of the Board of Directors were held on 30th April, 2014, 31st July, 2014, 29th September, 2014, 30th October, 2014 and 30th January, 2015 respectively. 10. DIRECTORS' RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanations obtained by your Directors they make the following statements in terms of Section 134(3)(c)of the Companies Act, 2013 and hereby confirm that:- (i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) the Directors have 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 as at 31st March, 2015 and of the profit of the Company for the year ended on that date; (iii) the Directors have 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; (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 followed by the Company and that such internal financial controls are adequate and were operating effectively. (vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 11. NOMINATION AND REMUNERATION COMMITTEE The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The Audit Committee comprises of: 1. Mr. Dattaprasad Narhar Kulkarni - Chairman and Independent Director 2. Mrs. Pushpa Thard - Non-Executive Director 3. Ms. Ophelia Rodrigues - Non-Executive and Independent Director. The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. 12. AUDIT COMMITTEE: The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The Audit Committee comprises of: 1. Mr. Dattaprasad Narhar Kulkarni - Chairman and Independent Director 2. Mr. Rajkumar Thard - Managing Director 3. Ms. Ophelia Rodrigues - Non-Executive and Independent Director. The scope and terms of reference of the Audit Committee have been amended in accordance with the Act. Internal Auditors and Statutory Auditors are permanent invitees to the Audit Committee meetings. 13. LISTING OF SHARES AND DEPOSITORIES Your Company's shares are listed on The BSE Limited (BSE). Your Directors wish to state that the Equity Shares of your Company are compulsorily traded in the dematerialized form. Presently 100% of Equity Shares which are held by Promoters are in electronic/dematerialized form. 14. 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 under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014. 15. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES The Company has adopted a Whistleblower Policy, to provide a formal mechanism to the Directors, employees and its stakeholders to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. 16. RISK MANAGEMENT POLICY The Board of Directors of the Company during the year have designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigations are considered in the annual/strategic business plans and in periodic management reviews. At present there is no identifiable risk which, in the opinion, of the Board may threaten the existence of the Company. 17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation 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 18. INTERNAL CONTROL SYSTEMS: Adequate internal control systems commensurate with the nature of the Company's business, size and complexity of its operations are in place. It has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected. 19. EXTRACT OF ANNUAL RETURN: Extract of the Annual Return in form MGT-9 for the financial year ended 31st March, 2015 made under the provisions of Section 92(3) of the Act is annexed as "Annexure A" which forms part of this Report. 20. AUDITORS (i) STATUTORY AUDITOR M/s. K. N. Gandhi & Co., Chartered Accountants, Mumbai, (Membership No. 8261) the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. (ii) SECRETARIAL AUDITOR The Board has appointed M/s. Dholakia & Associates LLP, Company Secretaries in whole time Practice to undertake the Secretarial Audit of the Company for the financial year 2014-2015. The Report of the Secretarial Audit Report is annexed herewith as "Annexure B". (iii) COST AUDITOR The Company is not required to appoint Cost Auditor as it is not required to submit cost audit report pursuant to the provision of the Companies (Cost Records and Audit) Rules, 2014. 21. GREEN INITIATIVES Pursuant to Sections 101 and 136 of the Companies Act, 2013 The Company has been transmitting Annual Report through electronic mode email to the shareholders who have preferred to receive Annual Report through electronic mode. This will help reduce consumption of paper. 22. HUMAN RESOURCES Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company's Polices and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources. 23. ENVIRONMENT AND SAFETY The Company is conscious of the importance of being environmentally clean and has safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliance of environmental regulations and preservation of natural resources. There was no accident during the year. 24. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. 25. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES (i) Details of loans, guarantees and securities The Company has not given any loan, guarantee and securities during the year. (ii) Details of investments The details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes no. 8 to Financial Statements. 26. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES There is no transaction entered into / contracts or arrangement with related party during the Financial Year. 27. GENERAL DISCLOSURES Your Directors state that no disclosure or reporting is required in respect of the following 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 no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. 2. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. 3. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. 4. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 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 orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company's operations in future. 28. ACKNOWLEDGEMENT Your Directors wish to thank Bankers, Government authorities and various stakeholders, for their support and valuable guidance to the Company. Your Directors also wish to place on record their appreciation for the committed services of all the Employees of the Company. For and On behalf of the Board of Directors Nidhi Granites Limited Rajkumar Thard DIN: 00659626 Chairman & Managing Director Place: Mumbai Date: 31st July, 2015 |