To
Member's,
The Directors present their Forty-Third (43rd)
Annual Report with the Audited Financial Statements for the year ended 31st March, 2025.
1. FINANCIAL RESULTS (under Indian AS)
Financial Results are as under:
(Rs. in Lakhs)
Particulars |
Standalone |
Consolidated |
| Year ended
31.03.2025 |
Year ended
31.03.2024 |
Year ended
31.03.2025 |
Year ended
31.03.2024 |
Income for the
year |
326.63 |
1966.39 |
873.46 |
2032.99 |
Expense for the
year |
316.89 |
2107.03 |
854.52 |
2166.87 |
Profit before
Tax and Interest |
9.73 |
(140.64) |
18.94 |
(133.88) |
Current Tax |
- |
- |
2.13 |
1.76 |
Provisions for
Taxation/ Deferred Tax |
(0.25) |
0.77 |
(0.25) |
0.77 |
Net Profit /
(Loss) for the Current Year |
9.99 |
(141.41) |
17.06 |
(136.41) |
Profit from
Associate Company |
- |
- |
136.40 |
82.39 |
Exceptional
Items |
- |
- |
- |
544.37 |
Net Profit
After Tax |
9.99 |
(141.41) |
153.46 |
(598.40) |
Transfer to
General Reserves |
- |
- |
- |
- |
Balance carried
to Balance Sheet |
9.99 |
(141.41) |
153.46 |
(598.40) |
2. OPERATIONS
The Standalone Operating Income of the Company is
derived from a mix of dividend, interest income, income from derivatives and other income.
During the year under review, on Standalone basis your Company recorded a total income of
Rs. 326.63 Lakhs as compared to last year’s total Income of Rs. 1966.39 Lakhs and Net
Profit of Rs. 9.99 Lakhs as compared to last year’s net loss of Rs. 141.41 Lakhs.
3. DIVIDEND
Board of Directors has decided not to recommend any
dividend for the year ended 31st March 2025.
4. TRANSFER TO RESERVES
No amount was transferred to General Reserve during the
year.
5. MANAGEMENT DISCUSSION AND ANALYSIS Global Markets -
Navigating Uncertainty
The period of 2024-2025 has been defined by a complex
global environment marked by both resilience and persistent uncertainty. While central
banks have made progress in taming inflation, price pressures— particularly in
services—have proven stubborn, complicating the path to monetary policy
normalization. This has led to a careful approach from central banks, with some initiating
rate cuts to support growth, while others, like the U.S. Federal Reserve, have remained
more cautious, signaling a prolonged battle to bring inflation back to target levels.
Economic growth has been a story of divergence. While
the overall global economy continues to grow at a steady, albeit slow, pace, performance
varies significantly by region. A key feature of this period has been the impact of
renewed trade tensions and the implementation of new tariffs, particularly those
championed by the Trump administration. These policy shifts have created significant
uncertainty, impacting global supply chains and adding to inflationary pressures, which
has complicated the growth trajectory for many nations.
Technology, particularly artificial intelligence (AI),
has emerged as a powerful force and a key driver of market sentiment. Significant
investment in AI has reshaped industries and fueled a massive rally in the technology
sector, with major AI-related companies reaching unprecedented market capitalizations.
Experts project that AI has the potential to boost global GDP over the next decade, though
the full extent of its impact hinges on responsible deployment and addressing challenges
like rising energy use and labour market disruptions.
In the midst of this, equity markets have largely staged
a strong rally, buoyed by a "risk-on" sentiment and a belief in a "soft
landing" for major economies. However, this optimism is tempered by the volatility
and unpredictability stemming from geopolitical events and new trade policies like the
Trump tariffs. Investor sentiment remains sensitive to incoming economic data and policy
shifts, as elevated valuations in some sectors leave little room for disappointment. This
complex backdrop underscores the need for selective, fundamentals-driven investing as
markets continue to evolve in a dynamic global landscape.
Indian Equity Markets
The Indian equity markets in 2024-2025 have showcased
remarkable resilience and dynamism, distinguishing them from a more uncertain global
landscape. A robust domestic economy has been the primary catalyst, with India
consistently being one of the world's fastest-growing major economies. This growth is
fueled by strong consumer demand, particularly in urban areas, and a visible pickup in
private sector capital expenditure. Government initiatives, including a continued focus on
fiscal consolidation and large-scale infrastructure projects, have also provided a stable
macro-economic backdrop, boosting investor confidence.
A defining characteristic of this period has been the
significant shift in market dynamics driven by investor behaviour. While Foreign
Institutional Investors (FIIs) have shown volatility, at times being net sellers due to
global uncertainties and high domestic valuations, their influence has been effectively
countered by the surging power of domestic investors. Domestic Institutional Investors
(DIIs), particularly mutual funds, have provided a steady stream of capital through
systematic investment plans (SIPs), acting as a stabilizing force. Concurrently, a boom in
retail participation has deepened the market, with the number of individual investors
reaching record highs, underscoring a growing public belief in India's long-term growth
story.
The market's performance has been broad-based, though
certain sectors have been clear leaders. The financial services and banking sectors have
performed notably well, driven by digital transformation and strong credit growth.
Technology and IT services have benefited from the global AI upcycle and rising demand for
digital solutions. Other key growth areas include capital goods, defense, and electric
vehicles, all supported by government policies like the "Make in India"
initiative. This diversification across sectors, combined with a robust domestic investor
base, has positioned the Indian equity market to navigate both internal and external
challenges with confidence.
Risks and Concerns
The nature of the Company's business inherently exposes
it to various risks, with credit and operational risks being encountered in its daily
operations. Furthermore, the Company’s financial performance is intrinsically linked
to the returns from the capital markets. While the Indian stock market is expected to
perform well, this positive outlook is vulnerable to sharp corrections stemming from major
global concerns, such as the economic disruptions caused by the tariff wars and the
geopolitical instability arising from the Russia-Ukraine conflict.
Financial Performance and
Operational Review
The paid-up equity share capital of the Company as on
March 31, 2025 stands at Rs. 19,63,50,000/- divided into 1,96,35,000 fully paid-up equity
shares of Rs. 10/- each.
Net Worth
The Net Worth of the Company stands at Rs. 3408.80
lakhs.
Total Income
During the year total income was reported at Rs. 326.63
lakhs.
Credit Facilities
The Company has not availed any credit facility. It has
consistently been able to meet its financial needs through internal accruals.
Finance Cost
The finance cost of the Company stands at Nil Tax
Expense
The Company has incurred a tax expense of Nil in the
current year.
6. FIXED DEPOSITS
The Company has not accepted any public deposits under
the provisions of the Companies Act, 2013 (‘Act’).
7. PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS
The provisions of section 186 of the Act pertaining to
investment, guarantee and lending activities are not applicable to the Company since the
Company is a Non-Banking Financial Company ("NBFC") whose principal business is
acquisition of securities.
8. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company
form part of the Annual Report. The annual accounts of the subsidiary company and related
detailed information are available on the website of the Company and the same may be
obtained by writing to the Company Secretary at the Registered e-mail ID of the Company: secretarial@garnetint.com
The consolidated financial results reflect the
operations of Whitewall India Private Limited ("Whitewall") as subsidiary
company and Sukartik Clothing Pvt. Ltd. ("Sukartik") as associate company. The
Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation
16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations’’). The Policy, as approved by the Board, is
available on the Company’s website: www.garnetint.com .
As on March 31, 2025, none of the subsidiaries of the Company fulfils the criteria given
under Regulation 16(1)(c) of the Listing Regulations.
Subsidiary & Associate Companies:
The Company is having a Subsidiary i.e. Whitewall India
Private Limited and an Associate i.e. Sukartik Clothing Private Limited. There has been no
material change in the nature of business of the subsidiary or associate companies.
In accordance with the General Circular issued by the
Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit
& Loss and other documents of the Subsidiary and Associate Companies are not being
attached with the Balance Sheet of the Company. However, the financialinformation of the
Subsidiary and Associate Companies are disclosed in the Annual Report in compliance with
the said circular in Form AOC 1 as Annexure - A.
9. BOARD AND COMMITTEE MEETINGS
During the year under review, Seven Board Meetings were
held. The details of the composition of the Board and its Committees and of the Meetings
held and attendance of the Directors at such Meetings are provided in the Corporate
Governance Report. There have not been any instances during the year when recommendations
of the Audit Committee were not accepted by the Board.
10. DIRECTORS’ RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls
and compliance systems established and maintained by the Company, work performed by the
internal, statutory and secretarial auditors including audit of internal financial
controls over financial reporting by the statutory auditors and the reviews performed by
Management and the relevant Board Committees, including the Audit Committee, the Board is
of the opinion that the Company’s internal financial controls were adequate and
effective during the financial year 2024-25.
Accordingly, pursuant to Section 134(3)(c) and 134(5) of
the Companies Act, 2013, the Board of Directors, to the best of their knowledge and
ability, confirm that: -
a. in the preparation of the annual accounts, the
applicable accounting standards have been followed and that there are no material
departures;
b. they 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 at the
end of the financial year and of the profit of the Company for that period;
c. they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act,
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d. they have prepared the annual accounts on a going
concern basis;
e. they have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively;
f. They have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are adequate and
operating effectively.
11. RISK MANAGEMENT
The Company has adopted a Risk Management Policy in
accordance with the provisions of the Act and Regulation 17(9) of the SEBI Listing
Regulations. It establishes various levels of risks with its varying levels of
probability, the likely impact on the business and its mitigation measures.
The Company has a robust Risk Management framework to
identify, evaluate business risks and opportunities. This framework seeks to create
transparency, minimize adverse impact on the business objectives and enhance the
Company’s competitive advantage.
12. INTERNAL CONTROL SYSTEMS
The Company maintains appropriate systems of internal
controls, including monitoring procedures, to ensure that all assets and investments are
safeguarded against loss from unauthorized use or disposition. Company policies,
guidelines and procedures provide for adequate checks and balances and are meant to ensure
that all transactions are authorized, recorded and reported correctly.
The Internal Auditors reviews the efficiency and
effectiveness of these systems and procedures. Added objectives include evaluating the
reliability of financial and operational information and ensuring compliances with
applicable laws and regulations. The Internal Auditors submit their Report periodically
which is placed before and reviewed by the Audit Committee.
13. VIGIL MECHANISM / WHISTLE BLOWER
POLICY
The Company has adopted a Whistle Blower Policy to
provide a formal mechanism to the Directors and employees to report their concerns about
unethical behavior, actual or suspected fraud or violation of the Company’s Code of
Conduct or ethics policy. The Policy provides for adequate safeguards against
victimization of employees who avail of the mechanism and also provide 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 Chairman.
14. RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into
during the financial year were on an arm’s length basis, in the ordinary course of
business and were in compliance with the applicable provisions of the Act and the Listing
Regulations. There were no materially significant Related Party Transactions made by the
Company with Promoters, Directors, Key Managerial Personnel which may have a potential
conflict with the interest of the Company at large.
All Related Party Transactions are placed before the
Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained
for the transactions which are repetitive in nature. A statement of all Related Party
Transactions is placed before the Audit Committee for its review on a quarterly basis,
specifying the nature, value and terms and conditions of the transactions, if any.
15. CORPORATE SOCIAL RESPONSIBILITY
In accordance with the principles of Section 135 and
Schedule VII of the Companies Act, the Board of Directors has constituted a Corporate
Social Responsibility (CSR) Committee. The Committee is led by Chairman Mr. Suresh Gaggar,
with Mrs. Sandhya Lotlikar, Mr. Suresh Kumar Gaur, and Mr. Ramakant Gaggar serving as
members. As the company does not fall within the purview of Section 135 for the current
financial year, the provisions relating to CSR are not applicable. Consequently, a formal
annual report on corporate social responsibility has not been prepared and is therefore
not annexed to this report.
16. CHANGE IN NATURE OF BUSINESS
There has been no change in nature of business of the
company during the F.Y. 2024-2025. Your company is engaged in other financial services
i.e. Investment in securities etc. so there is only one segment reporting as per IND AS
108
17. POLICY ON PREVENTION,
PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE
The Company has adopted a policy on Prevention,
Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act 2013 and the Rules thereunder. The Policy aims to provide protection to
employees at the work place and prevent and redress complaints of sexual harassment and
for matters connected or incidental thereto, with the objective of providing a safe
working environment, where employees feel secure. The Company has also constituted an
Internal Complaints Committee, known as the Prevention of Sexual Harassment
("POSH") Committee, to inquire into complaints of sexual harassment and
recommend appropriate action.
The Company had no complaints of sexual harassment at
the beginning of the year and has not received any complaints during the financial year.
Accordingly, there are no complaints pending at the end of the financial year 2024-2025.
18. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS
No significant material orders are passed by the
Regulators / Courts which would impact the going concern status of the Company and its
future operations.
19. DIRECTORS AND KEY MANAGERIAL
PERSONNEL
Pursuant to the provisions of the Act and the
Company’s Articles of Association, Mr. Suresh Gaggar (DIN: 00599561), retires by
rotation and, being eligible, offers himself for re-appointment. A resolution seeking
shareholder approval for his reappointment forms part of the Notice.
The Board of Directors, acting on the recommendation of
the Nomination and Remuneration Committee had appointed Mr. Suresh Kumar Gaur (DIN
10550622) as an Independent Director for a five-year term and reappointed Mr. Vishnu Kanth
Bhangadia (DIN: 02405217) as an Independent Director for his second consecutive term of
five-year, effective on March 18, 2024. Both of these appointments were subsequently
ratified by the shareholders through a postal ballot resolution passed on May 25, 2024.
Pursuant to the provisions of Section 149 of the Act,
the Independent Directors have submitted declarations that each of them meets the criteria
of independence as provided in Section 149(6) of the Act along with Rules framed
thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation
25(8) of SEBI Listing Regulations there has been no change in the circumstances affecting
their status as Independent Directors of the Company. Further, the Non-Executive Directors
of the Company had no pecuniary relationship or transactions with the Company.
Pursuant to the provisions of Section 203 of the Act,
Mr. Sanjay Raut, Chief Financial Officer continued as Key Managerial Personnel of the
Company as on 31st March, 2025.
Details pertaining to Director seeking re-appointment
together with other directorships and committee membership have been given in the annexure
to the Notice of the AGM in accordance with the requirements of the SEBI Listing
Regulations and Secretarial Standard-2 on General Meetings.
20. ANNUAL EVALUATION OF BOARD
PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS
In accordance with the provisions of the Act and Listing
Regulations, the Board conducted an annual performance evaluation of itself, its
committees, and individual directors. The Nomination and Remuneration Committee, guided by
the SEBI Guidance Note on Board Evaluation dated January 5, 2017 (as updated time to
time), established the criteria, procedure, and timeline for this process. The evaluation
of the Board as a whole focused on its key responsibilities, structure, processes, and its
relationship with management.
The performance of individual directors was evaluated
based on their contributions and support to management. The Chairman's evaluation also
considered his role in setting the Board's strategic agenda and fostering communication.
Committees were assessed on their effectiveness, composition, and dynamics.
The Independent Directors were evaluated by the entire
Board, while the Chairman and Non-Independent Directors were evaluated by the Independent
Directors, who also reviewed the Board's overall performance. Additionally, the Nomination
and Remuneration Committee conducted its own review of the Board, its committees, and all
individual directors.
21. 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.
22. AUDITORS
(i) Statutory Auditors
As per Section 139 of the Companies Act, 2013 M/s Sarda
Soni Associates LLP, Chartered Accountants (Firm Registration No. 117235W/W100126) were
appointed as the Statutory Auditors of the Company at 42nd AGM held on
September 30, 2024 for a term of 5 (five) years to hold office until the conclusion of the
47th AGM of the Company without requirement of further ratification every year as per the
provisions of Companies (Amendment), Act, 2017.
Auditors report for the financial year ended 31st March,
2025 forms part of this Annual Report. Following mentioned remarks are given by the
Auditors of the Company in their Audit Report for the year ended 31st March, 2025:
a) The Company has not made interest provision nor
received any Interest on unsecured Inter-Corporate loan (parties covered under section 186
of the Companies Act, 2013) of Rs. 547.02 lakhs, (yearend balance of such loan is Rs.
447.02 lakhs), which is in non- compliance of provisions of Section 186(7) of the Act.
b) The Company has neither paid nor provided interest
on few of its borrowings during the financial year (year end balances of such borrowing
are Rs. 300 lakhs). Had such interest been recognized, the finance cost and interest
liability for the year ended March 31,2025 would have been further increased to that
extent. Consequently, the reported Profit after Other Comprehensive Income by the Company
for the year would have been further decreased to that extent.
c) The Company has granted interest free unsecured loan
to its Subsidiary company. Company has not made interest provision nor received any
Interest on the said loan (parties covered under section 186 of the Companies Act, 2013),
which is in non- compliance of provisions of Section 186(7) of the Act.
Point wise reply by the management for the remark given
by Statutory Auditor:
a) Company ensures to recover the interest from
companies in next financial year.
b) We are consulting with external legal experts to
determine the most appropriate course of action to regularize this loan and ensure full
compliance. We are committed to strengthening our internal governance framework to prevent
any recurrence of such non-compliance.
c) Company has asked for Interest from the subsidiary in
the Current financial year.
(ii) Secretarial Auditors
Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements), Regulation 2015, the Board has recommended the appointment of Shri Sidharth
Sharma, Practicing Company Secretary as a Secretarial Auditor of the Company for a period
of five consecutive years w.e.f 01.04.2025 to 31.03.2030 and a suitable resolution as set
out in the notice is being placed before the shareholders for their approval. The Report
of the Secretarial Auditor is annexed herewith as "Annexure B".
The Secretarial Auditor has given observation with
regard to the share transactions by a directors-related entity during closed trading
window, based on mail received by Company from BSE Ltd. The Company took immediate action
by issuing a show cause notice to the related-entity after receipt of email from BSE, and
an internal investigation is currently in progress to ascertain all the facts. Company
shall take appropriate action based on the findings and report the same to BSE and SEBI in
terms of SEBI Circular No. SEBI/HO/ISD/ISD/CIR/P/2020/135 dated July 23, 2020, on
Reporting to Stock Exchanges regarding violations under Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015.
(iii) Cost Records and Cost Auditors
The provisions of Cost Audit and Records as prescribed
under Section 148 of the Act, are not applicable to the Company.
23. SECRETARIAL STANDARDS OF ICSI
The Company is in compliance with the Secretarial
Standards on Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2)
issued by the Institute of Company Secretaries of India and approved by the Central
Government.
24. CORPORATE GOVERNANCE
The Annual Report contains a separate section on the
Company’s corporate governance practices, together with a certificate from the
Company’s Auditors confirming compliance, as per SEBI Listing Regulations.
25. BUSINESS RESPONSIBILITY REPORTING
Regulation 34 (2) (f) of SEBI (LODR) Regulations related
to Business Responsibility Report is not applicable to the Company.
26. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of
the Act, the Annual Return in Form MGT-7 for FY 2024-25 will be uploaded on the
Company’s website: www.garnetint.com .
27. REPORTING FRAUD
During the year under review, the Statutory Auditor and
Secretarial Auditor have not reported any instances of frauds committed in the Company by
its Officers or Employees, to the Audit Committee under Section 143(12) of the Act details
of which needs to be mentioned in this Report.
28. PARTICULARS REGARDING CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Since the company is an Investment Company and has no
manufacturing activity or other operations. Therefore, the provisions of Section 134 (3)
(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are not
applicable. There were no foreign exchange earnings or outgoing during the financial year
ended 31st March, 2025.
29. PARTICULARS OF EMPLOYEES AND REMUNERATION
The information 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 annexed as "Annexure C".
Details required under the provisions of section 197(12)
of the Act read with rule 5(2) and (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, will be made available to any member on request, as per
provisions of section 136(1) of the Act.
30. ACKNOWLEDGEMENTS
The Board wishes to place on record their sincere
appreciation for the continued support which the Company has received from all its
stakeholders and above all, its employees.
For and on behalf of the Board of Directors
Suresh Gaggar
Chairman DIN: 00599561
Mumbai, 14th August, 2025
