Directors Report of Garnet Construction Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 32^nd Annual Report on the business and operations of the Company and Audited Statement of Accounts for the year ended 31^stMarch, 2024.

FINANCIAL HIGHLIGHTS:

The Board''s Report is prepared based on the standalone financial statements of the Company.

Particulars	Year Ended 31.03.2024	Year Ended 31.03.2023
Total Income	1818.82	441.97
Total Expenditure	1409.40	396.27
Profit / (loss) Before Interest, Depreciation & Tax (EBITDA)	510.33	102.81
Less : Finance Charges	72.21	23.75
Depreciation	28.69	33.36
Profit / (Loss) before Exceptional Item and Tax	409.42	45.70
Add : Exceptional Item	0	0
Minority Share of Profit / (Loss) (net)	0.00	0.00
Profit/(Loss) before Tax	409.42	45.70
Provision for Tax	115.39	16.54
Profit/(Loss) after Tax	294.03	29.16
Other Comprehensive Income / (Loss)	(1.12)	4.88
Total Comprehensive Income for the year net of tax	292.91	34.04

DIVIDEND:

In view of limited profits, no dividend was recommended by the Board during the year under review. OPERATION:

During the year under review the total income of the company has increased significantly and same is Rs 1818.82 lacs as against previous year Rs. 441.97 lacs, the same is on account of better sales during the year. Therefore, company has posted excellent profit of Rs. 292.91 Lacs as against previous year Profit of Rs. 34.04 Lacs.

CHANGE IN BUSINESS ACTIVITY:

During The year under review there is no change among the business of the Company.

RESERVE:

The Board of Directors of your company does not propose to carry any amount to reserve.

BOARD INDEPENDENCE:

Based on the confirmation/disclosures received from the Independent Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149 (6) of the Companies Act, 2013;

Shri Shiromani Singh Shri Jitendra Maruti Jadhav Shri Sirya Vakil Siddiqui

ANNUAL EVALUATION BY THE BOARD :

In compliance with the Companies Act, 2013 and Regulation 19 read with Schedule II of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Nomination and Remuneration Committee members, covering various aspects of the Board''s functioning such as adequacy of composition of Board and Committees, Board communication, timeliness and unbiased information of right length and quality of information, Board culture, execution and performance of specific duties, obligations and governance.

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 attendance and participation in the discussion and deliberation at the meeting understanding role and responsibilities as board member, demonstration of knowledge, skill and experience that make him/her a valuable resource for the board.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Executive Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS :

The Company conducted familiarisation programme for Directors during the year. The programme aims to provide insights into the Company''s business and familiarise Directors with its various aspects and assist them in performing their role as Independent Director. The Company''s policy on conducting the familiarisation program has been disclosed on the website of the Company.

NUMBER OF BOARD MEETINGS :

During the year, 5 (five) meetings of the Board of Directors were held. The details of the Meetings are furnished in the Corporate Governance Report which forms part of this report.

AUDIT COMMITTEE :

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

NOMINATION AND REMUNERATION POLICY (NRP):

The NRP of the Company for Directors, Key Managerial Personnel (KMP) and Senior Management Personnel is hosted on the website of the Company. Disclosure pertaining to remuneration and other details as required under section 197 (12) of the act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is included in the Corporate Governance Report forming part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors 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;

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; and

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.

INTERNAL FINANCIAL CONTROLS :

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 observations has been received from the Auditors of the Company for inefficiency or inadequacy of such controls.

WEB LINK OF ANNUAL RETURN :

Pursuant to the provisions of section 134(3)(a) of the Companies Act, 2013, web link of the Annual Return for the Financial Year ended March 31, 2024 made under the provisions of section 92(3) of the Act is placed at http://www.garnetconstructions.com/Financial-Results.

DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENTS/ RESIGNATIONS DURING THEYEAR:

The following change took place during the financial year 2023-24 under review:

Shri Sanjay Kedia, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

A brief resume of the Directors seeking appointment/re-appointment at the forthcoming AGM and other details as required to be disclosed in terms of Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings (SS-2) forms part of the Notice calling the AGM.

PARTICULARS OF EMPLOYEES:

During the year, there was no employee in receipt of remuneration as prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure III and form part of this Report.

DECLARATION BY INDEPENDENT DIRECTORS:

Declarations by the Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been received by the Company.

REMUNERATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of directors, Key Managerial Personnel and Senior Management of the Company.

STATUTORY AUDITORS:

At the Annual General Meeting of the Company held on September 30, 2023, Shankarlal Jain & Associates LLP, Chartered Accountants (FRN: 131521W), were appointed as statutory auditors of the Company to hold office till the conclusion of the 36^th Annual General Meeting of the Company.

M/s Shankarlal Jain & Associates LLP, Chartered Accountants (Firm Registration No. 109901W/W100082), have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

The report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder, Ms. Neetu Maheshwari, Practicing Company Secretaries have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure to this report. The report is self-explanatory however the Company has initiated necessary steps to comply with non-compliances as per the provisions of various statute mentioned in the secretarial audit report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company www.garnetconstructions.com.

SIGNIFICANT MATERIAL CHANGES:

There were no material changes and commitments, which affects 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.

RISK MANAGEMENT:

The Company is periodically reviewing its risk management perception taking into account overall business environment affecting / threatening the existence of the Company. Presently, management is of the opinion that such existence of risk is minimal.

DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 of Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

Pursuant to sub-section (3) of section 129 of the Act, during the year under review company has no subsidiary, joint venture and associates company therefore 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 not applicable.

PREVENTION OF INSIDER TRADING :

The insider trading policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor and ensure reporting of deals by designated person/employees and maintain the highest ethical standards of dealing in Company securities.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT, 2013:

The details of Loans and Investments made by the Company are given in Notes to Accounts to the Financials of the Company.

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. The details of material related party transaction are furnished in Annexure II and forms part of this report. 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 also draw attention of the members to Note 32 to the financial statement which sets out related party disclosures.

As per the requirement under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Regulations"), approval of the Audit Committee was received for all the Related Party Transactions. As per the Regulation 23(8) of the SEBI Regulations, the Company has sought approval of shareholders for passing necessary resolution.

CORPORATE GOVERNANCE:

As per Regulation 27 of the Listing Regulation, a 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. The Board of Directors of the Company adopted the Code of Conduct and the same is posted on the Company''s website. The Directors and Senior Management personnel have affirmed their compliance with the said code.

MANAGEMENT DISCUSSION AND ANALYSIS:

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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Report on CSR activities as required under Companies (Corporate Social Responsibility) Rules, 2014, including a brief outline of the Company''s CSR Policy, total amount to be spent under CSR for the Financial Year and amount spent is set out at CSR statement forming part of this Report.

MD & CFO CERTIFICATION

Certificate from Managing Director and Chief Financial Officer of the Company, pursuant to the Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the Financial Year 2023-24 under review was placed before the Board of Directors of the Company at its meeting held on May 30, 2024.

SECRETARIAL STANDARD :

The Company complies with all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013 for the Financial Year ended 31^st March, 2024.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace as required under the Act.

The following is a summary of sexual harassment complaint received or dispose of during the year 2023-24.

• No. of Complaint received: NIL

• No. of Complaint disposed off: NIL

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

In view of the nature of the Company, Rule 8 of Company (Accounts) Rules, 2014 concerning conservation of energy and technology absorption respectively are not applicable to the Company.

The foreign exchange earnings and outgo during the year is as follows:

Outflow: Nil Inflow: Nil

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

No significant or material orders were passed by the regulators or courts or Tribunals which impact the going concern status and Company''s'' operations in future.

DISCLOSURE ABOUT COST AUDIT:

As per the Cost Audit Orders, Cost Audit is not applicable to the Company''s packing and its allied business for the FY 2023-24.

ACKNOWLEDGEMENT:

We record our gratitude to the Banks, Financial Institutions and others for their assistance and cooperation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the Company. We are equally thankful to our esteemed investors for their cooperation extended and confidence reposed in the management.

Place: Mumbai By order of the Board of Directors

Date: September 6, 2024 Garnet Construction Limited

Kishan Kumar Kedia DIN : 00205146 Managing Director

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Mar 31, 2015

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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Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the Twenty-Second Annual Report and Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. In Lacs) 2013-2014 2012-2013 Stand- alone

Total Income 1017.07 2112.71

Profit before Depreciation, Int & Tax 606.46 399.11

Depreciation & Amortization 40.63 37.11

Interest 248.37 226.04

Profit before Tax 317.46 135.96

Provision for Taxation 88.51 27.00

Profit After Tax 228.95 108.96

Share Capital 1390.22 1390.22

Reserves & Surplus 5034.59 4805.64

DIVIDEND

The directors of the company has not recommend any dividend for the year.

OPERATIONAL REVIEW

During the year under review the Company has posted net profit of Rs. 228.95 Lacs as against previous year profit of Rs. 108.96, the same is to due to good response towards the Company''s various project and better marketing strategy adopted by the Company. There is a drastic fall in the sell however due to lower operational expenses compare to previous year, the Company is able to achieve better result. The management is confident in achieving better result in coming financial year.

CORPORATE GOVERNANCE

A report on the corporate governance along with a certificate from the auditors of the company regarding the compliance of conditions of the corporate governance as stipulated under Clause 49 of the listing agreement is included and forms part of this annual report.

All Board members and senior management personnel have affirmed compliance with code of conduct for the year 2013-14. A declaration to this effect certified by the Chairman & Managing Director of the company is also attached in the annual report. The Chairman and the Finance Director of the Company have certified to the Board with regard to the financial statements and other matters as required under clause 49 of the listing agreement and the said certificate is also attached in the annual report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of your company and its businesses is given in the Management Discussion and Analysis, which forms part of this annual report.

FIXED DEPOSITS

The company has not accepted any deposit from the public during the year under review, within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

JOINT VENTURE

As you are aware that Company has enetered into a Joint Venture agreement with Callista Realty Limited for a 40 storey residential project namely Brillante and the project is located at Panvel.

INTERNAL CONTROL SYSTEM & THEIR ADEQUACY

The company has in place adequate systems of internal control that are commensurate with its size and nature of the business and documented procedures covering all financial and operating functions. The company being in real estate industry, it has in place clear processes and well- defined roles and responsibilities for its staff at various levels. The Management has a defined reporting system, which facilitates monitoring and adherence to the process and systems in place.

AUDITORS

M/s Shankarlal Jain & Associates, Chartered Accountants, Mumbai, Statutory Auditors of the company hold office up to the conclusion of this annual general meeting and are recommended for re-appointment. The company has received a certificate under section 224 (1B) of the Companies Act, 1956 stating that the appointment, if made, will be within the limits as specified in that section.

M/s Shankarlal Jain & Associates, Chartered Accountants, Mumbai Auditors of the Company will retire from the office of the Auditors at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

In accordance with Section 139 of the Companies Act, 2013 (''the Act'') read with the Rules made there under, M/s Shankarlal Jain & Associates, Chartered Accountants, Mumbai, they have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 139(1) of the Act read with Companies (Audit and Auditors) Rules, 2014.

AUDITORS'' REPORT

Your Directors refer to the observations made by the Auditors in their report and wish to state that the notes forming part of accounts are self explanatory and hence do not require any further comments.

DIRECTORS

Mr. Arun Kedia and Mr. Sanjay Kedia, Directors of the company, retire by rotation and being eligible offer themselves for reappointment. You are requested to reappoint them.

DIRECTOR RESPONSIBILITY STATEMENT

Your Director make the following statement to Section 217 (2AA) of the Companies Act, 1956 :

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

ii) appropriate accounting policies had been selected and applied 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 of the company for that period;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv) the accounts has been prepared on going concern basis PARTICULARS OF EMPLOYEES

Statement under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules 1975, as amended by the Companies Amendment Act, 1988, none of the employee draws salary in excess of Rs. 5,00,000/- per month, hence no disclosure is required.

CONSEVATION OF ENERGY, TECHNOLOGY ABSORPTION

The information required under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to the matters specified therein are not applicable to your company.

FOREIGN EXCHANGE EARNINGS AMD OUTGO

During the Year under review the Company has incurred foreign expenses of Rs. 4,68,170 towards travelling and subscription.

DELISTING OF SECURITIES FROM JAIPUR STOCK EXCHNAGE

During the year under review Company has received the delisting approval from Jaipur Stock Exchange. Presently the company shares are only listed at Bombay Stock Exchange Ltd.

LISTING FEES

The Company confirms that the Annual Listing Fees due to Bombay Stock Exchange Ltd., Mumbai for the Financial Year 2014- 2015 has been paid.

CUSTODIAN CHARGES

The Company confirms that the custodian charges due to National Securities Depository Ltd. and Central Depository Services (India) Ltd. have been paid for the financial year 2014-15 as applicable and payable as per SEBI circular in this regard.

ACKNOWLEDGEMENT

Your Directors are pleased to place on record their deep appreciation towards the sincere services and co-operation extended by employees of the organization at all levels. They also wish to place on record their gratitude for the confidence placed in them by the banks & financial institutions they are associated with. Further, your Directors wish to thank the various regulatory authorities, business associates and clients for their valued co-operation.

By order of the Board For Garnet Construction Limited

Place : Mumbai Kishan Kumar Kedia Dated : 3rd September 2014 Chairman & Managing Director DIN No. 00205146

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Mar 31, 2013

The Directors have pleasure in presenting the Twenty-First Annual Report and Audited Accounts for the year ended 31 st March, 2013.

FINANCIAL RESULTS

(Rs. In Lacs)

2012-2013 2011-2012

Stand-alone

Total Income 2102.13 826.28

Profit before Depreciation, Interest & Tax 397.92 378.74

Depreciation 35.92 32.93

Interest 226.04 198.00

Profit before Tax 135.96 147.81

Provision for Taxation 27.00 16.65

Profit after Tax 108.96 131.16

Share Capital 1390.22 1390.22

Reserves & Surplus 4805.64 4696.69

DIVIDEND

The directors of the company has not recommend any dividend for the year.

OPERATIONAL REVIEW

During the year under review the company has posted net profit of Rs. 108.96 Lacs as against previous year profit of Rs. 131.16 lacs, the same is to do good response towards the Company''s various project and better marking strategy adopted by the Company. There is a substantial increase in sales as well as operational expenses compare to previous year, the operational expenses increased mainly due to various ongoing project undertake by the Company. The management is confident in achieving better result in coming financial year.

CORPORATE GOVERNANCE

A report on the corporate governance along with a certificate from the auditors of the company regarding the compliance of conditions of the corporate governance as stipulated under Clause 49 of the listing agreement is included and forms part of this annual report.

All Board members and senior management personnel have affirmed compliance with code of conduct for the year 202-13. A declaration to this effect certified by the Chairman & Managing Director of the company is also attached in the annual report. The Chairman and the Finance Director of the company have certified to the Board with regard to the financial statements and other matters as required under clause 49 of the listing agreement and the said certificate is also attached in the annual report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of your company and its businesses is given in the Management Discussion and Analysis, which forms part of this annual report.

FIXED DEPOSITS

The company has not accepted any deposit from the public during the year under review, within the meaning of section 5 8 A of the Companies Act, 1956 and the rules made there under.

JOINT VENTURE

During the financial year, the Company has entered into a Joint Venture agreement with Callista Realty Private Limited for a 40 storey residential project namely Brillante and the project is located at Panvel.

INTERNAL CONTROL SYSTEM & THEIR ADEQUACY

The Company has in place adequate systems of internal control that are commensurate with its size and nature of the business and documented procedures covering all financial and operating functions. The company being in real estate industry, it has in place clear processes and well defined roles and responsibilities for its staff at various levels. The Management has a defined reporting system, which facilitates monitoring and adherence to the process and systems in place.

AUDITORS

M/s Shankarlal Jain & Associates, Chartered Accountants, Mumbai, Statutory Auditors of the company hold office up to the conclusion of this annual general meeting and are recommended for re-appointment. The company has received a certificate under section 224 (1B) of the Companies Act, 1956 stating that the appointment, if made, will be within the limits as specified in that section.

AUDITORS'' REPORT

Your Directors refer to the observations made by the Auditors inthier report and wish to state that the notes forming part of accounts are self explanatory and hence do not require any further comments.

DIRECTORS

Mr. Shiromani Chauhan Director of the company, retire by rotation and being eligible offer himself for reappointment, you are requested to reappoint him. Further during the year Mr. Anil Patel resigned, board place their appreciation to him for his valuable support and contribution. Besides, during the year board has appoint Mrs. Seema Bhattar as additional director, you are requested to consider her re-appointment as regular Director.

DIRECTOR RESPONSIBILITY STATEMENT

Your Director make the following statement to section 217 (2AA) of the Companies Act, 1956:

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

ii) Appropriate accounting policies had been selected and applied 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 of the company for that period;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 195 6 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv) The accounts has been prepared on going concern basis

PARTICULARS OF EMPLOYEES

Statement under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules 1975, as amended by the Companies Amendment Act, 1988, none of the employee drawns salary in excess of Rs. 5,00,000/-per month, hence no disclosure is required.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The information required under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to the matters specified therein are not applicable to your company.

DELISTING OF SECURITIES FROM JAIPUR STOCK EXCHANGE

During the year under review the Company has received the delisting approval from Jaipur Stock Exchange. Presently, the company shares are only listed at Bombay Stock Exchange Ltd.

LISTING FEES

The Company confirms that the Annual Listing Fees due to Bombay Stock Exchange Ltd., Mumbai for the Financial Year 2013-2014has been paid.

CUSTODIAN CHARGES

The Company confirms that the custodian charge due to National Securities Depository Ltd. and Central Depository Services (India) Ltd. have been paid for the financial year 2013-14 as applicable and payable as per SEBI circular in this regard.

ACKNOWLEDGMENT

Your Directors are pleased to place on record their deep appreciation towards the sincere services and cooperation extended by employees of the organization at all levels. They also wish to place on record their gratitude for the confidence placed in them by the banks & financial institutions they are associated with. Further, your Directors wish to thank the various regulatory authorities, business associates and clients for the valued co-operation.

By order of the Board

Place . Mumbai For Garnet Construction Limited

Dated : 29th May, 2013

Kishan Kumar Kedia

Chairman & Managing Director

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Mar 31, 2012

The Directors Have pleasure in presenting to you the 20th Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs. In Lacs)

As on As on 31.03.2012 31.03.2011

Sales & other Income 826.28 368.66

Profit before Depreciation, Int. & Tax 378.74 69.84

Depreciation 32.93 25.39

Interest 198.00 147.06

Profit before Tax 147.81 (164.69)

Provision for Taxation 16.65 62.08

Profit After Tax 131.16 (226.77)

Share Capital 1390.22 1390.22

Reserve & Surplus 4696.69 4565.53

DIVIDEND

During the year under review the company has earned profit but no dividend is recommended by the Board.

OPERATIONAL REVIEW

During the year under review the Company has earned profit of Rs. 131.16 Lacs as against previous year losses of Rs. 226.77 Lacs, the same is due to good sales and better marketing of company projects besides there is substantial increased in sales figures compare to previous year, your Company able to generate profit. Further the construction sector is doing reasonable well, the same is additional factor for current year. However, the management is confident in achieving better result in coming financial year.

DIRECTORS

Shri Kishan Kumar Kedia and Shri Santosh Ginoria, Directors are retire at the ensuing annual general meeting and offers themselves for re-appointment. You are requested to reappoint them.

FIXED DEPOSITS

Your Company has not accepted any fixed deposit during the year under review which falls under the definition of Section 58 A of the Companies Act, 1956.

CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report and the certificates from the Company's Auditors confirming the compliances of conditions on Corporate Governance as stipulated in Listing Agreement is annexed thereto.

The Management discussion and analysis and the compliance of corporate governance are annexed to this report.

AUDITORS

The Auditors M/s Shankarlal Jain & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible offer themselves for reappointment. You are requested to consider their reappointment for the next financial year and fix their remuneration.

The Specific notes forming part of the Accounts referred to in the Auditors' Report are self- explanatory and do not require any further elucidation.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Director make the following statement to Section 217 (2AA) of the Companies Act, 1956:

i. that in the preparation of Annual Accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures if any, further there is a change in accounting policy in relation with recognition of sales as well as income.

ii. that the Directors had selected such accounting policies and applied them consistently and made judgements 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 the end of the Financial year and of the Profit & Loss of the Company for that period.

iii. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so to prevent and detect fraud and other irregularities.

iv. that the Directors had prepared the accounts on a going concern basis.

LISTING FEES

The Company confirms that the Annual Listing Fees due to Bombay Stock Exchange Ltd., Mumbai Jaipur Stock Exchange, Jaipur for the Financial Year 2012-2013 has been paid, further during the year company has de-listed its securities form Ahmedabad Stock Exchange, Ahmedabad during the year, hence listing fees for current year is not applicable to Ahmedabad Stock Exchange.

CUSTODIAN CHARGES

The Company confirms that the Custodian Charges due to the National Securities Depository Ltd., and Central Depository Services (India) Ltd. have been paid for the financial year 2012-13 as applicable and payable as per the SEBI circular in this regard.

STATUTORY DISCLOSURES

A) Particulars of the employees of the Company pursuant to Section 217 (2A) of the Companies Act, 1956 is not required to be given as none of the employees of the Company drawn remuneration in excess of amount prescribed in the section.

B) Particulars required to be furnished by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988:

i) Part A and Part B relating to Conversion of Energy and technology Absorption are not applicable to the Company as your Company is not a manufacturing Company.

ii) Foreign Exchange Earning and Outgo :- The Company has incurred Rs. 2,36,977- towards the foreign traveling expenses during the year under review.

DELISTING OF SECURITIES

During the year under review Company has applied for voluntary delisting of its securities from Ahmedabad Stock Exchange and Jaipur Stock Exchange, in this regard compay has received the approval from Ahmedabad Stock Exchange, however approval from Jaipur Stock Exchange is awaiting at any movement.

ACKNOWLEDGEMENT

Your Directors thanks the banks, financial institutions for their valuable and timely financial assistance and support provided to the Company. Your Directors also thanks to the customers, suppliers, Government Institutions and others for the co-operation extended to the Company. The Board also places on record its appreciation for the assistance and co-operation received from staff and you the shareholders.

For and on behalf of the Board of

Garnet Construction Limited

Place : Mumbai Kishan Kumar Kedia

Dated: 20th August, 2012 Chairman & Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting to you the 18th Annual Report together with the Audited Statement of Accounts of the Company for the financial year endedBlst March,

FINANCIALRESULTS

(Rs. In Lacs)

As on As on 31.03.2010 31.03.2009

Income 507.62 630.27

Profit before Depreciation and Int. (262.07) (367.70)

Depreciation 80.84 16.41

Interest 18.76 38.31

Profit before Tax (162.47) (312.99)

Provision for Taxation 0.00 0.00

Provision for Deferred Taxation 18.27 (2.16)

Fringe Benefit Tax 0.00 4.00

Profit After Tax (144.30) (319.15)

Share Capital 1390.22 790.22

Reserve & Surplus 4792.30 856.63

DIVIDEND

Due the losses your directorsdonot recommend any dividend for the year.

OPERATIONAL REVIEW

During the year under review the Company has incurred loss of Rs. 144.30 Lacs as against previous year losses of Rs 319.15 Lacs, the same is due to increase of construction cost. There is cancellation of existing booked plot / bungalow is also resulting in losses for the current year. However, the management is confident in achieving better result in coming financial year.

in current year and expected to complete the same in coming financial year, beside starting one or two residential projectatKhopoli.

DIRECTORS

Shri Shiromani Chauhan and Smt. Vaishali Sa.ed, Directors are retire at the ensuing annual general meeting and offers themselves for re-appointment You are requestedtoreappoint them.

FIXED DEPOSITS

Your Company has not accepted any fixed deposit during the year under review which falls under the definition of Section 58 Aof the Companies Act 1956.

CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report and the certificates from the Companys Auditors confirming the compliances of conditions on Corporate Governance as stipulated in Listing Agreement is annexed thereto.

The Management discussion and analysis and the compliance of corporate governance are annexed to this

AUDITORS

The Auditors M/s Shankarlal Jain & Associatess Chartered Accountants, retire at the ensuing Annual

The Specific notes forming part of the Accounts referred to in the Auditors Report are self-explanatory and do not require any further elucidation.

DIRECTORS RESPONSIBILITY STATEMENT

Your Director make the following statement to Section217(2AA) of the Companies Act, 1956:

i. that in the preparation of Annual Accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures if any, further there is a change in accounting policy in relation with recognition of sales as well as income

ii. that the Directors had selected such accounting policies and applied them consistently and made judgements 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 the end of the Financial year and of the Profit & Loss of the Company forthat period.

iii. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so to prevent and detect fraud and other irregularities.

iv. that the Directors had prepared the accountsona going concern basis.

LISTING FEES

The Company confirms thatthe Annual Listing Fees due to Bombay Stock Exchange Ltd., Mumbai for the Financial Year 2010 - 2011 has been paid.

CUSTODIAN CHARGES:

The Company confirms that the Custodian Charges due to National Securities Depositor Ltd., and Central Depository Services (India) Ltd., have been paid for the financial year 2010-11 as applicable and payable as per the SEBI circular in this regard.

STATUTORY DISCLOSURES

A) Particulars of the employees of the Company pursuant to Section 217 (2A) of the Companies Act, 1956 is not required to be given as none of the employees of the Company drawn remuneration in excess of amount prescribed in the section.

B) Particulars required to be furnished by the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988:

i) PartAand Part B relating to Conversion of Energy and technology Absorptionarenot applicable to the Companyasyour Companyisnota manufacturing Company

ii) Foreign Exchange Earning and Outgo: - The Company has incurred Rs. 47,266/- towards the foreign traveling and lodging and boarding expenses duringtheyear under review.

ACKNOWLEDGEMENT

Your Directors thanks the banks for their valuable and timely financial assistance and support provided to the Company. Your Directors also thanks to the customers, suppliers, Government Institutions and others for the co-operation extended the assistance and co-operation received from staff andyou the shareholders.

Place Mumbai For and on behalf of the Board of

Dated 26th Aug. 2010 Garnet Construction Limited

Kishan Kumar Kedia Chairman & Managing Director