DIRECTORS' REPORT To, The Members, GARNET INTERNATIONAL LIMITED Your Directors have pleasure in presenting their Thirty Third Annual Report with Audited Accounts of the Company for the year ended 31'st March 2015. DIVIDEND Your directors are pleased to recommend a dividend of 5% i.e. Rs. 0.50 per Equity Share of Rs. 10/- each for the financial year ended 31st March, 2015 subject to approval of the shareholders at the ensuing Annual General Meeting SHARE CAPITAL The paid up equity share capital of the Company as on 31st March, 2015 was Rs.6,22,50,000/-. Further, the company has not issued any shares with differential voting rights nor granted stock options nor sweat equity shares. As on 31st March, 2015 Mr. Ramakant Gaggar Director of the Company acquired 35,364 shares of the Company and Mr. Suresh Gaggar Director of the Company acquired 2,30,100 shares of the company. DEPOSITS Your company has not accepted/invited deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 SUBSIDIARY COMPANIES The Company has One (1) subsidiary as on March 31, 2015. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiary. Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statement of the Subsidiary company in Form AOC-1 is attached to the a part of this Report as Annexure- 1 DIRECTORS Your Company has 5 (Five) Directors consisting of 2 (Two) Independent Directors, and 3 (Three) Non Independent Directors, as on 31st March, 2015 Appointment/Resignations from the Board of Directors There is no Appointment/Resignation of Board of Directors during the year Independent and Non-Executive Directors In terms of the definition of 'Independence' of Directors as prescribed under Clause 49 of the Listing Agreement entered with the Stock Exchanges and pursuant to Section 149(6) of the Companies Act, 2013 and based on the confirmation/disclosures received from the Directors, the following are the Independent Directors of the Company: 1. Mr. Dinesh Nandwana 2. Mr. Sharad Rathi Woman Director In terms of the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a company shall have atleast one Woman Director on the Board of the Company. Your company has appointed Mrs. Manju Maheshwari as Director on the Board of the Company since 20th April, 2015. Chairman & Managing Director (CMD) Mr. Suresh Gaggar is Managing Director of the Company Directors Retiring by Rotation In terms of Section 152 of the Companies Act, 2013 Mr. Ramakant Gaggar being longest in office shall retire by retire at the ensuing AGM and being eligible for re-appointment, offers himself for re-appointment. Appointment/Resignation of the Key Managerial Personnel There was no resignation of Key Managerial Personnel during the year under review. Number of Meetings of the Board Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses. Due to business exigencies, certain business decision are taken by the Board through circulation from time to time. The Board met 7 (Seven) times during the FY 2014-15 viz, 29th May, 2014, 9th June, 2014, 24th July, 2014, 5th November, 2014, 24th November, 2014, 27th January, 2015 and 20th Detailed information on the meetings of the Board are included in the report on Corporate Governance, which forms part of this Annual Report. COMMITTEES OF THE BOARD Your company has several committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of laws and statutes applicable to the company. The company has following Committees namely: 1. Audit Committee; 2. Stakeholder Grievance Committee; 3. Remuneration & Nomination Committee; The details with respect to the composition, powers, roles, terms of reference, etc of the aforesaid committees are given in details in the "Report on Corporate Governance" of the Company which forms part of the Annual Report. CORPORATE SOCIAL RESPONSIBILITY (CSR) The Provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, not applicable to the Company. RISK MANAGEMENT POLICY During the year under review, the company has adopted a Risk Management Policy wherein all material risk faced by the company are identified and assessed. The Risk Management framework defines the risk management approach of the Company and includes collectively identification of risks impacting the Company's business and document their process of identification, mitigation, optimization of such risks. REMUNERATION POLICY During the year under review, the Board has not paid Remuneration to Directors, Key Managerial Personnel, and Senior Management. MANAGEMENT DISCUSSION AND ANALYSIS The Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented as a separate section forming part of this Annual Report VIGIL MECHANISM The Company has not adopted a Whistle Blower Policy. PERFORMANCE EVALUATION OF THE BOARD In compliance with the provisions of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 and the Listing Agreement with the Stock Exchanges, a structured questionnaire was prepared after taking into consideration various aspects of Board's functioning, composition of Board and Committees, culture, execution and performance of specific duties, obligations and governance. The performance of evaluation of Independent Directors was completed. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 and the rules made thereunder are given in the notes to the Financial Statement RELATED PARTY TRANSACTIONS All related party transactions that were entered during the financial year were in the ordinary course of business and were on arm's length basis. There were no materially significant related party transactions entered by the Company with the Promoters, Director, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company. All the related party transactions are placed before the Audit Committee as also to the Board for approval. Since all the related party transactions entered into by the company were in ordinary course of business and were on an arm's length basis, Form AOC-2 is not applicable to the Company. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company. CONSOLIDATED FINANCIAL STATEMENTS The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Accounting Standards viz; AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India and form a part of this Annual Report. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY Garnet's internal control systems and procedures are adequately commensurate with the magnitude of its current business. The operating and business control procedures have been planned and implemented in a manner that ensures efficient use of resources, as well as compliance with procedures and regulatory requirements. The internal control system is being further strengthened by laying out well-documented guidelines, approval and authorization procedures. AUDITORS a) Statutory Auditors M/s. MVK Associates, Chartered Accountants (Firm Registration No: 120222W), the Statutory Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting (AGM). The Company has obtained written consent from the Auditors and confirmation to the effect that they are not disqualified to be re- appointed as the Auditors of the Company in terms of the provisions of the Companies Act, 2013 and rules made there under and that the appointment, if made, would be in conformity with the limits specified in the said Section Accordingly the Board of Directors have recommended the re-appointment of M/s. MVK Associates, Chartered Accountants to audit the accounts of the Company for the financial year 2015-16 on the remuneration to be decided by the Board in consultation with the Auditors, subject to approval of shareholders in the ensuing AGM of the Company. b) Secretarial Auditors and Secretarial Audit Report Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Mr. Kamlesh Jain, Practising Company Secretary, Mumbai (C.P. No. 14577) to conduct the Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit Report for the Financial Year 2014-15 is annexed to this report as Annexure- 2 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There were no significant and material orders passed by the regulators or courts or tribunals, which would impact the going concern status and the Company's operations in future. EXTRACT OF ANNUAL RETURN The details forming part of the extract of Annual Return in Form MGT-9 as required under Section 92 of Companies Act, 2013 forms an integral part of this Report as Annexure - 3 PARTICULARS OF EMPLOYEES The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is not given as none of the employees of the Company is covered under the provisions of the said section. DIRECTORS RESPONSIBILITY STATEMENT To the best of knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013: (a) that in preparation of Annual Accounts for the year ended 31st March, 2015, the applicable accounting standards has been followed along with proper explanation relating to material departures, if any; (b) that such accounting policies have been selected and applied consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the statement of affairs of the company as at 31st March, 2015 and of the profit of the Company for the year ended on that date; (c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) that the annual accounts have been prepared on a going on concern basis; (e) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were operating effectively; (f) That the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. STATUTORY DISCLOSURES The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3) (m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows: A. Conservation of Energy, Technology Absorption As per the provisions of Section 134(1) (m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 considering the Company's business activities, the Directors have nothing to state in connection with Conservation of Energy and Technology Absorption therefore the said provisions are not applicable to the Company. B. Foreign Exchange Earnings and Outgo During the year under review, the Company did not have any Foreign Exchange Earnings or Outgo. C. Business Responsibility Reporting The Business Responsibility Reporting as required pursuant to Clause 55 of the Listing Agreement with Stock Exchanges is not applicable to your Company for the financial year ended 31st March, 2015. ACKNOWLEDGEMENT Your Directors take this opportunity to express deep and sincere gratitude to all the stakeholders of the Company for their confidence and patronage. Your Directors wish to place on record their appreciation, for the support and contribution made by the employees at all levels and also wish to thank all its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company. For and on behalf of the Board Suresh Gaggar Director DIN No. 00599561 Ramakant Gaggar Director DIN No. 01019838 March, 2015. Place: Mumbai Date: 30th May 2015 |