HGL - Annual Report - 2018 PDF
HGL - Annual Report - 2018 PDF
HGL - Annual Report - 2018 PDF
REPORT
2017-18
BOARD OF DIRECTORS
Mr. Saurabh Mittal, Non-Executive Chairman
Mr. Ramesh Kumar Haritwal, Managing Director & CEO
Mr. Beni Gopal Saraf, Independent Director
Mr. Mahesh Kumar Malpani, Independent Director
Ms. Mathangi Ramanujam, Non-Executive Director
Your Directors have the pleasure in presenting the 30th Annual Report on the business and operations of the Company and
the Audited Financial Statements of the Company for the financial year ended March 31, 2018.
1. FINANCIAL HIGHLIGHTS (Amount in `)
Particulars 2017-18 2016-17
Revenue from Operations - 79,800
Other Income 73,76,349 70,27,511
Profit/(Loss) before Finance Cost, Depreciation & Amortization Expenses and (24,21,190) (86,49,387)
Tax Expenses
Less : Finance Cost - -
Less : Depreciation & Amortization Expenses 12,68,883 14,80,740
Profit/(loss) before tax (36,90,073) (1,01,30,127)
Less : Provision for Taxation - -
Profit/(loss) for the year (36,90,073) (1,01,30,127)
Add : Other Comprensive Income (Net of Taxes) - (1,37,353)
Total Comprensive Income (Net of Taxes) (36,90,073) (1,02,67,480)
Balance brought forward from earlier years (3,37,77,008) (2,35,09,528)
Balance carried to Balance Sheet (3,74,67,081) (3,37,77,008)
2. STATE OF AFFAIRS OF THE COMPANY AND FUTURE OUTLOOK
During the year under review, your Company continued to let out part of its factory sheds and office space. The closure
of the Company’s unit has posed a challenge for the Company to resume operations. Your Directors are exploring
alternate avenues to make the Company operative.
3. DIVIDEND
Considering the loss incurred in the current financial year and accumulated losses, your Directors have not
recommended any dividend for the financial year under review.
4. SUBSIDIARIES AND ITS PERFORMANCE
Your Company has no subsidiaries, Joint Venture or Associate Company during the year under review.
5. TRANSFER TO GENERAL RESERVE
In view of the accumulated losses, no transfer is proposed to the General Reserve.
6. BOARD OF DIRECTORS
Your Company has received declarations from all the Independent Directors viz. Mr. Mahesh Kumar Malpani
[DIN: 02603222], Mr. Beni Gopal Saraf [DIN: 00267858]confirming that they meet the criteria of independence as
prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr.
Ramesh Kumar Haritwal [DIN: 01486666], Managing Director & CEO of the Company, will retire by rotation at the
ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment. The Board recommends
his re-appointment at the ensuing AGM.
During the financial year 2017-18, Mr. Pradip Manharlal Domadia, Independent Director of the Company resigned
from the directorship of the Company and also from Nomination & Remuneration Committee of the Company
effective from the close of business hours of January 02, 2018. There was no other change in the composition of Board
of Directors of the Company. None of the Directors of your Company is disqualified under the provisions of Section
164(2)(a) & (b) of the Companies Act, 2013.
7. CHANGES IN SHARE CAPITAL
During the year under review, there was no change in the Share Capital of the Company.
8. KEY MANAGERIAL PERSONNEL
During the year under review, Mr. Jayasankar Ramalingam, was appointed as Chief Financial Officer and Whole-time
Key Managerial Personnel (KMP) of the Company by the Audit Committee and Board of Directors at their meeting held
on January 02, 2018 on the recommendation of Nomination & Remuneration Committee of the Company. There was
no further appointment or resignation of Key Managerial Personnel (KMP) during the year under review.
As on March 31, 2018 the Company has the following Whole-time KMPs :
1. Mr. Ramesh Kumar Haritwal (Managing Director & CEO)
2. Mr. Jayasankar Ramalingam (Chief Financial Officer)
3. Mr. Hariom Pandey (Company Secretary)
9. MEETINGS OF THE BOARD
During the financial year 2017-18, six (6) meetings of the Board of Directors of the Company were held on April 10,
2017, May 30, 2017, August 12, 2017, November 14, 2017, January 02, 2018 and February 14, 2018. The composition
of the Board of Directors and their attendances at the Board Meetings held during the financial year 2017-18 were as
below:
Name of the Directors and Director Category of Directorship No. of Board
Identification Number [DIN] Meetings
Held Attended
Mr. Saurabh Mittal [DIN:00273917] Non-Executive Chairman, Promoter Director 6 1
carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the
Board as a whole and Committees of the Board.
The criteria for evaluation are outlined below :
a. For Independent Directors:
- Knowledge and Skills
- Professional conduct
- Duties, role and functions
- Compliance with Code of Business Ethics and Code of Conduct of the Company
- Rendering independent and unbiased opinion and judgements
- Attendance and active participation in meetings of Board and Committees of the Board and Members of the
Company
- Assistance in implementing corporate governance practices
- Updation of skills and knowledge
- Information regarding external environment
- Raising of concerns, if any, to the Board
- Study of agenda in depth prior to Meeting
- Contribution towards the formulation and implementation of strategy for achieving the goals of the
Company
b. For Executive & Non-Executive Directors:
- Performance as Team Leader/Member
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Professional Conduct and Integrity
- Sharing of Information with the Board
- Attendance and active participation in the Board and Committee of the Board and Meetings of Members of
the Company
- Whether difference of opinion was voiced in the meeting
- Whether Executive Directors were able to answer the queries raised by Independent Directors
- Compliance with Code of Business Ethics and Code of Conduct of the Company
- Assistance in implementing corporate governance practices
- Independent view on key appointments and strategy formulation
- Review of integrity of financial information and risk management
- Updation of skills and knowledge
- Information regarding external environment
- Raising of concerns, if any, to the Board
Control System and reports of Internal Auditors and compliance of various Regulations. The Committee also reviews
the Financial Statements before they are placed before the Board. The brief terms of reference of the Committee and
the details of the Committee meetings are provided herein below:
Terms of reference for the Audit Committee :
Powers of Audit Committee
The Audit Committee shall have powers, which should include the following:
1. To investigate any activity within its terms of reference.
2. To seek information from any employee.
3. To obtain outside legal or other professional advice.
4. To secure attendance of outsiders with relevant expertise, if it considers necessary.
Role of Audit Committee
The role of the Audit Committee shall include the following:
1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure
that the financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors except those
which are specifically prohibited;
4. Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission
to the board for approval, with particular reference to:
i. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s
report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;
ii. Changes, if any, in accounting policies and practices and reasons for the same;
iii. Major accounting entries involving estimates based on the exercise of judgment by management;
iv. Significant adjustments made in the financial statements arising out of audit findings;
v. Compliance with listing and other legal requirements relating to financial statements;
vi. Disclosure of any related party transactions;
vii. Modified opinion(s) in the draft audit report;
5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public
issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated
in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the
utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take
up steps in this matter;
7. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the company with related parties;
9. Scrutiny of inter-corporate loans and investments;
2017, November 14, 2017, January 02, 2018 and February 14, 2018 and the attendances of the Committee Members
were as under:
January 02, 2018 and March 31, 2018 and the attendances of the Committee Members were as under:
(iv) To review and approve requests of dematerialization and rematerialisation of securities of the Company and such
other related matters;
(v) Appointment and fixing of remuneration of RTA and overseeing their performance;
(vi) Review the status of the litigation(s) filed by/against the security holders of the Company;
(vii) Review the status of claims received for unclaimed shares;
(viii) Recommending measures for overall improvement in the quality of investor services;
(ix) Monitoring implementation and compliance with the Company’s Code of Conduct for Prohibition of Insider
Trading in pursuance of SEBI (Prohibition of Insider Trading) Regulations, 2015;
(x) Review the impact of enactments/ amendments issued by the MCA/ SEBI and other regulatory authorities on
matters concerning the investors in general;
(xi) Such other matters as per the directions of the Board of Directors of the Company and/ or as required under
Regulation 20 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, from time to time.
Meetings and attendance:
During the financial year 2017-18, one (1) meeting of Stakeholders’ Relationship Committee was held on March 31,
2018 and the attendances of Committee Members were as under:
c) The Directors have taken proper and sufficient care for 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) The Directors have prepared the annual accounts on a going concern basis;
e) The Directors 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) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.
21. MATERIAL CHANGES
There have been no material changes and commitments affecting the financial position of the Company since the
close of financial year i.e. March 31, 2018 and upto the date of this report. Further, it is hereby confirmed that there
has been no change in the nature of business of the Company.
22. PUBLIC DEPOSITS
During the period under review, the Company did not invite or accept any deposits from the public in terms of
Chapter V of the Companies Act, 2013.
23. LISTING OF SHARES
The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 513723. The Company
confirms that the annual listing fees to the stock exchange for the financial year 2018-19 have been duly paid.
24. LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Details of loans granted, guarantees given and investments made during the year under review, covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the financial statements of the Company forms part
of this Annual Report.
25. AUDITORS AND THEIR REPORT
(a) Statutory Auditors:
In compliance with the Companies (Audit and Auditors) Rules, 2014 M/s. S Mahendra & Co., Chartered
Accountants has been appointed as Statutory Auditors for a period of 5 (five) years, from the conclusion of
29th Annual General Meeting till the conclusion of the 34th Annual General Meeting (AGM), as approved by the
members at their 29th Annual General Meeting held on 25th September, 2017.
(b) Secretarial Auditors:
The Board of Directors of the Company at their meeting held on February 14, 2018 appointed Mr. Dilip Kumar
Sarawagi, Practicing Company Secretary, Proprietor of M/s. DKS & Co., having office at 173, M.G. Road, 1stFloor,
Kolkata-700007, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report in Form
No. MR-3 for the financial year ended March 31, 2018 is annexed herewith as “Annexure-II”.
(c) Cost Auditors:
Your Company was not required to appoint Cost Auditor for the financial year ended March 31, 2018.
(d) Internal Auditors:
The Board of Directors has appointed M/s. AS & Associates, Cost Accountants, as Internal Auditors of the Company
to carry out internal audit of the Company. The Audit Committee periodically reviews the Internal Audit report.
(b) Number of shareholders who approached the Company for transfer of shares from suspense account during the
year: Nil
(c) Number of shareholders to whom shares were transferred from suspense account during the year: Nil
(d) Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the
year: Nil
(e) The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: Not
applicable
36. ACKNOWLEDGEMENT
Your Directors place on record their sincere thanks and appreciation to financial institutions, vendors, clients, investors,
Central Government, State Governments, other regulatory authorities and other stakeholders for their continuing
support and Co-operation.
For and on behalf of the Board of Directors
Saurabh Mittal
Place: New Delhi Non-Executive Chairman
Date: May 30, 2018 [DIN: 00273917]
Annexure-I
Name(s) of the related Nature of Duration of Salient terms of Date(s) of Amount paid
party and nature of contracts/ the contracts / the contracts or approval by the as advances,
relationship arrangements/ arrangements/ arrangements or Board, if any if any
transaction transactions transactions including
the value, if any
Greenlam Industries Agreement For the period of Monthly Rent of 28th May, 2016 Nil
Limited in respect of 11 months w.e.f. ` 4,20,000/-
(Mr. Saurabh Mittal immovable August 01,02016
is Common Director, property of the For the period of Monthly Rent of 30th May, 2017 Nil
and holding more Company 11 months w.e.f. ` 4,41,000/-
than 2% of Paid-up July 01, 2017
share capital in both
the Companies)
The Company has obtained approval of its Shareholders by passing Special Resolution at the 26th Annual General Meeting
of the Company held on September 30, 2014, in respect of the above said transaction for the financial year 2014-15 or
thereafter with an increase in rent by 5% every year.
Saurabh Mittal
Place: New Delhi Non-Executive Chairman
Date: May 30, 2018 [DIN: 00273917]
Annexure-II
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON 31st MARCH, 2018
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To
The Members of
HIMALAYA GRANITES LIMITED
Panchalam Village,
Melpettai Post, Tindivanam,
TAMILNADU - 604 307
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by HIMALAYA GRANITES LIMITED (hereinafter called the Company). Secretarial Audit was conducted in
a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing
our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained
by the Company and also the information provided by the Company, its officers, agents and authorized representatives
during the conduct of Secretarial Audit, We hereby report that in our opinion, the Company has, during the audit period
covering the financial year ended on 31st March, 2018 complied with the applicable statutory provisions and adhered to
good corporate practices and also that the Company has proper Board-processes and compliance-mechanism in place to the
extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by Company for
the financial year ended on 31st March, 2018 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign
Direct Investment, Overseas Direct Investment and External Commercial Borrowings:- (Not applicable to the Company
during the period under review);
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI
Act’):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009:-
(Not applicable to the Company during the period under review);
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999/ Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,
2014:- (Not applicable to the Company during the period under review);
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008:- (Not
applicable to the Company during the period under review);
(f) The Securities and Exchange Board of India (Registrars to an issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client to the extent of securities issued;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009:- (Not applicable to
the Company during the period under review);
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998:- (Not applicable to the
Company during the period under review);
NOTE:
This report is to be read with my letter of even date which is annexed as Annexure A and forms an integral part of this report.
‘Annexure A’
To
The Members of
HIMALAYA GRANITES LIMITED
Panchalam Village,
Melpettai Post, Tindivanam,
TAMILNADU - 604 307
Annexure-III
FORM NO. MGT 9
EXTRACT OF ANNUAL RETURN
As on financial year ended on March 31, 2018
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies
(Management & Administration) Rules, 2014]
IV. SHARE HOLDING PATTERN: [Equity Share Capital Breakup as percentage of Total Equity]
A) Category-wise Share Holding:
Category of Shareholders No. of Shares held at the beginning of the No. of Shares held at the end of the year % Change
year [As on April 01, 2017] [As on March 31, 2018] during
the year
Demat Physical Total % of Demat Physical Total % of
Total Total
Shares Shares
A. Promoters & Promoter Group
(1)Indian
a) Individual/ HUF 1716950 - 1716950 74.11 1716950 - 1716950 74.11 0.00
b) Central Govt. - - - - - - - - -
c) State Govt.(s) - - - - - - - - -
d) Bodies Corporate 100 - 100 0.00 100 - 100 0.00 0.00
e) Banks / FI - - - - - - - - -
f) Any other - - - - - - - - -
Sub-Total (A)(1):- 1717050 - 1717050 74.11 1717050 - 1717050 74.11 0.00
(2)Foreign
a) NRIs-Individual - - - - - - - - -
b) Others-Individuals - - - - - - - - -
c) Bodies Corporate - - - - - - - - -
d) Banks / FI - - - - - - - - -
e) Any Other - - - - - - - - -
Sub-Total (A)(2):- - - - - - - - - -
Total shareholding of
Promoter (A)= (A)(1) +(A)(2) 1717050 - 1717050 74.11 1717050 - 1717050 74.11 0.00
B. Public Shareholding
1. Institutions
a) Mutual Funds - - - - - - - - -
b) Banks / FI - - - - - - - - -
c) Central Govt. - - - - - - - - -
d) State Govt.(s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies - - - - - - - - -
g) FIIs - - - - - - - - -
h) Foreign Venture Capital
Funds - - - - - - - - -
i) Others - - - - - - - - -
Sub-total (B)(1):- - - - - - - - - -
Category of Shareholders No. of Shares held at the beginning of the No. of Shares held at the end of the year % Change
year [As on April 01, 2017] [As on March 31, 2018] during
the year
Demat Physical Total % of Demat Physical Total % of
Total Total
Shares Shares
2. Non-Institutions
a) Bodies Corporate
i) Indian 92195 3900 96095 4.15 143842 3900 147742 6.38 2.23
ii) Overseas - - - - - - - - -
b) Individuals
i) Individual shareholders
holding nominal share capital
upto ` 1 lakh 144422 76536 220958 9.54 146969 74526 221495 9.56 0.02
ii) Individual shareholders
holding nominal share capital
in excess of ` 1 lakh 231629 - 231629 10.00 229647 - 229647 9.91 (2.25)
c) Others
Non Resident Indians 750 - 750 0.03 750 - 750 0.03 0.00
Trust 50302 - 50302 2.17 100 - 100 0.00 0.00
Foreign Company - - - - - - - - -
Sub-total (B)(2):- 519298 80436 599734 25.89 521308 78426 599734 25.89 0.00
Total Public Shareholding
(B)=(B)(1)+ (B)(2) 519298 80436 599734 25.89 521308 78426 599734 25.89 0.00
C. Shares held by Custodian
for GDRs & ADRs - - - - - - - - -
Grand Total (A+B+C) 2236348 80436 2316784 100.00 2238358 78426 2316784 100.00 0.00
Sl. For each of the Top 10 Shareholders Shareholding at the beginning of Cumulative Shareholding during
No. the year the Year
No. of shares % of total No. of shares % of total
shares of the shares of the
company company
2 SANJEEV KRISHNA BHALOTIA
At the beginning of the year 72353 3.12 72353 3.12
Changes during the year No Change during the year
At the end of the year 72353 3.12
3 MONET SECURITIES PRIVATE LIMITED
At the beginning of the year 11867 0.51 11867 0.51
Changes during the year:
Acquired 10000 Shares on 23.02.2018 21867 0.94
Acquired 40259 Shares on 02.03.2018 62126 2.68
At the end of the year 62126 2.68
4 SANJEEV BUBNA
At the beginning of the year - - - -
Changes during the year
Acquired 50202 Shares on 07.07.2017 50202 2.16
At the end of the year 50202 2.16
5 USHA POLYCHEM INDIA PVT LTD
At the beginning of the year 37849 1.63 37849 1.63
Changes during the year No Change during the year
At the end of the year 37849 1.63
6 PLYLAM ENTERPRISES PVT. LTD.
At the beginning of the year 20250 0.87 20250 0.87
Changes during the year No Change during the year
At the end of the year 20250 0.87
7 ALKESH GULAB WADHWANI
At the beginning of the year 15102 0.65 15102 0.65
Changes during the year No Change during the year
At the end of the year 15102 0.65
8 M.PRASAD & CO LIMITED
At the beginning of the year 10400 0.45 10400 0.45
Changes during the year:
Acquired 2000 Shares on 07.04.2017 12400 0.54
Acquired 10000 Shares on 16.02.2018 22400 0.97
Acquired 30184 Shares on 23.02.2018 52184 2.25
Transferred 40184 Shares on 02.03.2018 12400 0.54
At the end of the year 12400 0.54
9 URMILA DEVI GUPTA
At the beginning of the year 7120 0.31 7120 0.31
Changes during the year:
Transferred 320 Shares on 14.04.2017 6800 0.29
Acquired 200 Shares on 21.04.2017 7000 0.30
Transferred 1040 Shares on 05.05.2017 5960 0.26
Acquired 800 Shares on 12.05.2017 6760 0.29
Acquired 465 Shares on 19.05.2017 7225 0.31
Sl. For each of the Top 10 Shareholders Shareholding at the beginning of Cumulative Shareholding during
No. the year the Year
No. of shares % of total No. of shares % of total
shares of the shares of the
company company
Transferred 975 Shares on 17.11.2017 6250 0.27
Transferred 50 Shares on 19.01.2018 6200 0.27
At the end of the year 6200 0.27
10 KISHAN KUMAR
At the beginning of the year 5300 0.23 5300 0.23
Changes during the year No Change during the year
At the end of the year 5300 0.23
Note: The above dates of transfers/acquisitions are based on the weekly Benpose provided by the Depositories/ Registrar & Share Transfer
Agent.
E) Shareholding of Directors and Key Managerial Personnel:
Sl. For each of the Directors and Key Managerial Shareholding at the beginning Cumulative Shareholding during
No. Personnel of the year the Year
No. of shares % of total No. of shares % of total
shares of the shares of the
company company
1. Mr. Saurabh Mittal, Non-Executive Chairman
At the beginning of the year 1647600 71.12 1647600 71.12
Changes during the year No Change during the year
At the end of the year 1647600 71.12
2. Mr. Ramesh Kumar Haritwal, Managing Director & CEO
At the beginning of the year 200 0.01 200 0.01
Changes during the year No Change during the year
At the end of the year 200 0.01
3. Mr. Mahesh Kumar Malpani, Independent Director
At the beginning of the year Nil Nil Nil Nil
Changes during the year No Change during the year
At the end of the year Nil Nil
4. Mr. Beni Gopal Saraf, Independent Director
At the beginning of the year Nil Nil Nil Nil
Changes during the year No Change during the year
At the end of the year Nil Nil
5. Ms. Mathangi Ramanujam, Non-Executive Director
At the beginning of the year Nil Nil Nil Nil
Changes during the year No Change during the year
At the end of the year Nil Nil
6. Mr. Hariom Pandey, Company Secretary
At the beginning of the year Nil Nil Nil Nil
Changes during the year No Change during the year
At the end of the year Nil Nil
7. Mr. Jayasankar Ramalingam, Chief Financial Officer
At the beginning of the year Nil Nil Nil Nil
Changes during the year No Change during the year
At the end of the year Nil Nil
V) INDEBTEDNESS:
Indebtedness of the Company including interest outstanding/accrued but not due for payment (Amount In `)
Secured Loans Unsecured Deposits Total Indebtedness
excluding deposits Loans
Indebtedness at the beginning of the financial year
i) Principal Amount Nil Nil Nil Nil
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due Nil Nil Nil Nil
Total (i+ii+iii) Nil Nil Nil Nil
Change in Indebtedness during the financial year
Addition Nil Nil Nil Nil
Reduction Nil Nil Nil Nil
Net Change Nil Nil Nil Nil
Indebtedness at the end of the financial year
i) Principal Amount Nil Nil Nil Nil
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due Nil Nil Nil Nil
Total (i+ii+iii) Nil Nil Nil Nil
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A. Remuneration to Managing Director, Whole-time Directors and/or Manager (Amount In `)
Sl. Particulars of Remuneration Name of MD/WTD/ Manager Total
No. Amount
Mr. Ramesh Kumar Haritwal,
Managing Director & CEO
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the 16,23,360 16,23,360
Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961 Nil Nil
(c) Profits in lieu of salary under section 17(3) of the Income- Nil Nil
tax Act, 1961
2 Stock Option Nil Nil
3 Sweat Equity Nil Nil
4 Commission
- as % of profit Nil Nil
- others Nil Nil
5 Others (Contribution to Provident Fund) 1,36,800 1,36,800
Total (A) 17,60,160 17,60,160
Ceiling as per the Act^ N.A. N.A.
^During the year under review, the company had no profits. Hence, the above remuneration has been paid on the basis of effective capital
of the Company as per Section 197 read with Schedule V of the Companies Act, 2013.
Saurabh Mittal
Place: New Delhi Non-Executive Chairman
Date: May 30, 2018 [DIN: 00273917]
Annexure-IV
A. Particulars of employees for the year ended March 31, 2018 as required under Section 197 of the Companies Act,
2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014:
i. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company
for the financial year 2017-18 is as under:
Sl. No. Name of Director Designation Ratio of the remuneration of each
director to the median remuneration of
employees
1. Mr. Saurabh Mittal Non-Executive Chairman 0.0005
2. Mr. Ramesh Kumar Haritwal Managing Director & CEO 1.8446
3. Mr. Beni Gopal Saraf Independent Director 0.0037
4. Mr. Mahesh Kumar Malpani Independent Director 0.0037
5. Mr. Pradip Manharlal Domadia Independent Director 0.0026#
6. Ms. Mathangi Ramanujam Non-Executive Director 0.0031
# Mr. Pradip Manharlal Domadia, resigned from the Directorship of the Company with effect from close of business hours
of January 02, 2018.
ii. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary
during the financial year 2017-18:
Sl. No. Name of Director/KMP Designation % increase in Remuneration in the
financial year 2017-18
1. Mr. Saurabh Mittal Non-Executive Chairman (50)^
2. Mr. Ramesh Kumar Haritwal Managing Director & CEO NIL
3. Mr. Beni Gopal Saraf Independent Director 40^
4. Mr. Mahesh Kumar Malpani Independent Director 40^
5. Mr. Pradip Manharlal Domadia Independent Director NIL
6. Ms. Mathangi Ramanujam Non-Executive Director 50^
7. Mr. Hariom Pandey Company Secretary 11.77*
8. Mr. Jayasankar Ramalingam Chief Financial Officer N.A.#
* On full entitlement basis.
^ The Remuneration of Non-Executive Directors comprises of Sitting fees paid to them during the year under review. Further,
there was no increase in per meeting sitting fees of Non- Executive Directors during the year under review, the above
increase/decrease in remuneration was due to changes in number of meetings they attended during the financial year
2017-18.
# Mr. Jayasankar Ramalingam was appointed during the financial year 2017-18. Hence, comparative figures are not available.
iii. The percentage increase in the median remuneration of employees of the Company in the financial year:
During the financial year 2017-18, the median remuneration of employees of the Company was increased by
11.77%.
iv. The number of permanent employees on the rolls of Company:
As on March 31, 2018, there were three permanent employees on the rolls of Company including Managing
Director & CEO.
v. Average percentile of increase made in the salaries of employees other than the managerial personnel in the last
financial year and its comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
Average percentage increase in the salary of the Company’s employees other than the managerial personnel during
the financial year 2017-18 was aprox 11.77%. Total Managerial remuneration for the financial year 2017-18 was
` 17,73,160/- as against ` 17,70,660/- during the previous year 2016-17. The increase in the overall managerial
remuneration during the financial year 2017-18 was 0.17%.
vi. Affirmation that the remuneration is as per the Remuneration Policy of the Company:
It is hereby affirmed that the remuneration paid during the year ended March 31, 2018 is as per the Remuneration
Policy of the Company.
B. Particulars of employees for the year ended March 31, 2018 as required under Section 197 of the Companies Act,
2013 read with rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014:
Sl. Name of the Age Designation Remuneration Qualifica- Experience Date of Last employment
No. Employee (years) Received tion in years commencement
(`) of employment
1. Mr. Ramesh 54 Managing 17,60,160 B.Com 26 31/05/2007 Greenply Industries
Kumar Director & Ltd.
Haritwal CEO
2. Mr. Hariom 29 Company 9,54,249 B.Com(H), 7 08/06/2016 A2Z Infrastructure Ltd.
Pandey Secretary CS, LL.B
3. Mr. Jayasankar 52 Chief 1,79,493 B.Com 31 01/01/2018* Greenlam Industries
Ramalingam Financial Ltd.
Officer
* Mr. Jayasankar Ramalingam was designated as Chief Financial Officer with effect from January 02, 2018.
Notes:
1. Remuneration shown above includes salary, allowances, cost of accommodation, medical reimbursement, contribution
to provident fund, annual commission and other perquisites as per the terms of employment. However, the above
remuneration does not include provision for gratuity and expenses towards club membership fees.
2. All the employees have requisite experience to discharge the responsibility assigned to them.
3. Nature and terms of employment are as per resolution/appointment letter.
4. None of the employees own 2% or more of the equity shares of the Company as on March 31, 2018.
Saurabh Mittal
Place: New Delhi Non-Executive Chairman
Date: May 30, 2018 [DIN: 00273917]
OUTLOOK
Your Directors are exploring alternate avenues to make the Company operative.
CAUTIONARY STATEMENT
Certain statements in the Directors’ report and management discussion and analysis reflecting the company’s projections,
estimates, objectives and expectations may constitute ‘forward looking statements’ within the meaning of applicable laws
and regulations. Actual results may differ from such projections, estimates, objectives and expectations due to economic
and climatic conditions effecting government regulations, policies, taxations and other factors on which the Company does
not have any direct control.
Saurabh Mittal
Place: New Delhi Non-Executive Chairman
Date: May 30, 2018 [DIN: 00273917]
ACCOUNTS SECTION
balance sheet as at 1 April 2016 included in these standalone Ind AS financial statements, are based on the previously issued
statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2014 audited by
the predecessor auditor whose reports for the years ended 31 March 2017 and 31 March 2016 dated 30 May 2017 and
28 May 2016 respectively expressed an unmodified opinion on those standalone financial statements, as adjusted for the
differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.
Our opinion is not modified in respect of these matters.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India
in terms of sub-section (11) of Section 143 of the Act, we give in the “Annexure A” statement on the matters specified
in paragraphs 3 and 4 of the Order.
2. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by the law have been kept by the Company so far as it
appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement and Statement of Changes in
Equity dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards
specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on 31 March 2018 taken on record
by the Board of Directors, none of the directors is disqualified as on 31 March 2018 from being appointed as a
director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate Report in “Annexure B”.
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to
the explanations given to us:
i. There were no pending litigations which would impact the financial position in its standalone Ind AS
financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were
any material foreseeable losses;
iii. There were no amounts which were required to be transferred to the Investor Education and Protection
Fund by the Company.
iv. The Company has provided requisite disclosures in the financial statements as to holdings as well as
dealings in Specified Bank Notes during the period from 8th November 2016 to 30th December 2016 and
the same are in accordance with books of accounts maintained by the Company and as produced to us by
the Management. (Refer note no. 27)
(I D Gupta)
Place of Signature : New Delhi Partner
Dated : 30 May 2018 Membership No. 051135
are in compliance with Section 177 and 188 of Companies Act, 2013 where applicable and the details have been
disclosed in the notes to the financial statements, as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet,
the Company has not made any preferential allotment or private placement of shares or fully or partly convertible
debentures during the year under review and hence not commented upon.
(xv) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements
and according to the information and explanations given by the management, the Company has not entered into any
non-cash transactions with directors or persons connected with him.
(xvi) According to the information and explanations given to us, the provisions of Section 45-IA of the Reserve Bank of India
Act, 1934 are not applicable to the Company.
(I D Gupta)
Place of Signature : New Delhi Partner
Dated : 30 May 2018 Membership No. 051135
or improper management override of controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to
the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
OPINION
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial
reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based
on the internal control over financial reporting criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the
Institute of Chartered Accountants of India.
EXPLANATORY PARAGRAPH
We also have audited, in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of
India, as specified under Section 143(10) of the Act, the financial statements of Company, which comprise the Balance Sheet
as at 31 March 2018, and the related Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a
summary of significant accounting policies and other explanatory information, and our report dated 30 May 2018 expressed
an unqualified opinion thereon.
(I D Gupta)
Place of Signature : New Delhi Partner
Dated : 30 May 2018 Membership No. 051135
Statement of Profit and Loss for the year ended 31st March, 2018
Amount in `
For the year ended For the year ended
Note 31st March, 2018 31st March, 2017
INCOME: No.
Revenue from Operations 14 – 79,800
Other Income 15 73,76,349 70,27,511
Total Income 73,76,349 71,07,311
EXPENSES:
Cost of Materials Consumed – –
Purchase of Stock in Trade – –
Changes in Inventories of Finished Goods,
Stock in Trade and Stock in Process _ _
Employees Benefits Expense 16 34,88,744 31,12,383
Depreciation and Amortisation Expense 17 12,68,883 14,80,740
Other Expenses 18 63,08,795 1,26,44,315
Total Expenses 1,10,66,422 1,72,37,438
Earnings per Equity Share - Basic and Diluted (in ₹) 19 (1.59) (4.37)
Significant Accounting Policies
See Accompanying Notes to the Financial Statements 1 to 30
As per our report of even date attached
For S MAHENDRA & COMPANY For and on behalf of Board of Directors of
Chartered Accountants Himalaya Granites Limited
ICAI Firm Reg. No. 307131E CIN: L13206TN1987PLC015161
Cash Flow Statement for the year ended 31st March, 2018 Amount in `
For the year ended For the year ended
31st March, 2018 31st March, 2017
A. CASH FLOW ARISING FROM OPERATING ACTIVITIES:
Profit before Tax (36,90,073) (1,01,30,127)
Adjustments for:
Depreciation and Amortisation Expense 12,68,883 14,80,740
Loss on Sale and Discard of Fixed Assets 8,43,106 4,20,402
Re–measurement gain/(loss) on defined benefit plans - (1,37,353)
Loss/(Gain) on Fair Valuation of Quoted Investments (2,166) -
Dividend Income (42,426) -
Interest Income (21,02,757) (20,44,422)
Rental Income (52,29,000) (49,60,000)
(52,64,360) (52,40,633)
Operating Profit before Working Capital Changes (89,54,433) (1,53,70,760)
Adjustments for:
(Increase) / Decrease in Trade and Other Receivables (2,00,13,569) 3,11,52,527
(Increase) / Decrease in Inventories - 1,02,893
(Decrease) / Increase in Trade Payables 1,98,234 (6,73,841)
(1,98,15,335) 3,05,81,579
Cash Generated from Operations (2,87,69,768) 1,52,10,819
Income Tax Paid - -
Net Cash Generated from Operating Activities (2,87,69,768) 1,52,10,819
Cash Flow Statement for the year ended 31st March, 2018 Amount in `
For the year ended For the year ended
31st March, 2018 31st March, 2017
C. CASH FLOW ARISING FROM FINANCING ACTIVITIES:
Adjustments for:
Proceeds from Issue of Equity Capital - -
Net Cash used in Financing Activities - -
Net Increase / (Decrease) in Cash and Cash Equivalents (2,26,14,651) 2,22,61,148
Cash and Cash Equivalents at the beginning of the Year 2,47,08,562 24,47,414
Cash and Cash Equivalents at the close of the Year 20,93,911 2,47,08,562
Statement of Changes in Equity for the year ended 31st March, 2018
A) EQUITY SHARE CAPITAL
For the year ended 31st March, 2018 ₹
Balance as at 1st April 2017 2,31,67,840
Changes in equity share capital during the year –
Balance as at 31st March 2018 2,31,67,840
For the year ended 31st March, 2017
Balance as at 1st April 2016 2,31,67,840
Changes in equity share capital during the year –
Balance as at 31st March 2017 2,31,67,840
B) OTHER EQUITY
For the year ended 31st March, 2018 ₹
Reserves and Surplus
Capital Capital Securities General Retained
Particulars Total
Reserve Redemption Premium Reserve Earnings
Reserve
Balance as at 1st April 2017 15,00,000 68,82,160 62,35,680 5,62,12,088 (3,37,77,008) 3,70,52,920
Profit for the year – – – – (36,90,073) (36,90,073)
Other Comprehensive Income/(loss)
for the year:
- Remeasurement of the net defined – – – – – –
benefit plans
Balance as at 31st March 2018 15,00,000 68,82,160 62,35,680 5,62,12,088 (3,74,67,081) 3,33,62,847
SIGNIFICANT ACCOUNTING POLICIES for the year ended 31st March, 2018
1.01 DISCLOSURE OF ACCOUNTING POLICIES:
1.01.01 CORPORATE INFORMATION:
Himalaya Granites Limited (the ‘Company’) is a public limited company domiciled in India incorporated under
the provisions of the Companies Act. Its shares is listed in a recognised stock exchanges (i.e. BSE Limited) in
India. The registered office of the company is located at Panchalam Village, Melpettai Post, Tindivanam, Tamil
Nadu - 604 307, India.
1.01.02 BASIS OF PREPARATION OF FINANCIAL STATEMENTS:
The Financial Statements have been prepared in accordance with Indian Accounting Standards (Ind AS)
notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended, notified under Section
133 of the Companies Act, 2013 (“Act”) and other relevant provisions of the Act.
The Financial Statements upto year ended 31st March, 2017 were prepared in accordance with accounting
standards notified under the Company (Accounting Standards) Rules 2014 read with Rule 7(1) of the
Companies (Accounts) Rules, 2014 and the provisions of the Companies Act, 2013 (hereinafter referred to as
the ‘previous GAAP’).
These Financial Statements are the first financial statements of the company under Ind AS - the transition
date being 1st April, 2016. The information as to how the company has adopted Ind AS and the impact thereof
on Company’s financial position, financial performance and cash flows is presented in notes to financial
statements.
The financial statements have been prepared under the historical cost basis, except for the following assets
and liabilities which has been measured at fair value of Quoted Investments in Equity Shares and Mutual
Funds.
Accounting policies have been consistently applied except where a newly issued accounting standard is
initially adopted or a revision to an existing accounting standard requires a change in the accounting policy
hitherto in use. The Company’s management evaluates all recently issued or revised accounting standards on
an on-going basis.
The financial statements are presented in Indian Rupees (‘INR’) and all values are rounded to the nearest
rupee. Where changes are made in presentation, the comparative figures of the previous year are regrouped
and re-arranged accordingly.
1.01.03 ACCOUNTING ESTIMATES AND ASSUMPTIONS:
The preparation of financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent liabilities at the date of the financial statements and the results of operations
during the reporting year end. Although these estimates are based upon management’s best knowledge of
current events and actions, actual results could differ from these estimates.
1.02 PROPERTY, PLANT AND EQUIPMENT:
1.02.01 Property, Plant and Equipment are stated at original cost (net of tax/duty credit availed) less accumulated
depreciation and impairment losses except freehold land which is carried at cost. Cost includes cost of
acquisition, construction and installation, taxes, duties, freight, other incidental expenses related to the
acquisition, trial run expenses (net of revenue) and pre-operative expenses including attributable borrowing
costs incurred during pre-operational period.
1.02.02 Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the company and
SIGNIFICANT ACCOUNTING POLICIES for the year ended 31st March, 2018
the cost of the item can be measured reliably. The carrying amount of any component as a separate asset
is derecognised when replaced. All other repairs and maintenance are charged to profit and loss during the
reporting period in which they are incurred.
1.02.03 Assets which are not ready for their intended use on reporting date are carried as capital work-in-progress at
cost, comprising direct cost and related incidental expenses.
1.02.04 On transition to Ind AS, the Company has elected to continue with the carrying value of all of its property,
plant and equipment as at 1st April 2016 measured as per the previous GAAP and use that carrying value as
the deemed cost of the property, plant and equipment.
1.02.05 Property, Plant and Equipments including continuous process plants are depreciated and/or amortised on
the basis of their useful lives as notified in Schedule II to the Companies Act, 2013 except in case of assets
costing less than ` 5,000 which are depreciated over their useful life as assessed by the management.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each
reporting period.
Depreciation in respect of additions to assets has been charged on pro rata basis with reference to the
period when the assets are ready for use.
1.02.06 An asset’s carrying amount is written down immediately on discontinuation to its recoverable amount if
the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals
are determined by comparing proceeds with carrying amount. These are included in Profit/Loss on Sale
and Discard of Fixed Assets.
1.02.07 Useful lives of the Property, Plant and Equipment as notified in Schedule II to the Companies Act, 2013 are
as follows :
Buildings - 30 to 60 years
Plant and Equipments - 10 to 15 years
Furniture and Fixtures - 10 years
Office Equipments - 3 to 10 years
1.02.08 At each balance sheet date, the Company reviews the carrying amount of property, plant and equipment to
determine whether there is any indication of impairment loss. If any such indication exists, the recoverable
amount of the assets is estimated in order to determine the extent of impairment loss. The recoverable
amount is higher of the net selling price and the value in use, determined by discounting the estimated
future cash flows expected from the continuing use of the asset to their present value.
1.03 INVENTORIES:
1.03.01 Finished goods are valued at lower of cost and net realisable value.
1.03.02 Stock of Raw Materials, Consumables and Stores and spares are valued at lower of cost or net realisable
value. Cost represents purchase price and other costs for bringing inventories upto their present location
and condition and is generally determined on weighted average basis.
1.04 CASH FLOW STATEMENT:
1.04.01 Cash flows are reported using indirect method, whereby profit before tax is adjusted for the effects of
transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments.
The cash flow from regular revenue generating, financing and investing activities of the Company is
segregated.
1.04.02 Cash and cash equivalents in the balance sheet comprise cash at bank, cash/cheques in hand and short
term investments with an original maturity of three months or less.
SIGNIFICANT ACCOUNTING POLICIES for the year ended 31st March, 2018
1.05 FINANCIAL ASSETS:
1.05.01 The Company classifies its financial assets as those to be measured subsequently at fair value (either
through other comprehensive income, or through profit or loss), and those to be measured at amortised
cost.
1.05.02 The Company measures all quoted Equity/Mutual Fund instruments at fair value on initial and subsequent
recognition. Changes in fair value of quoted investments in equity shares are shown as profit/loss on fair
valuation of investments in Statement of Profit and Loss.
1.05.03 Trade receivables represent receivables for goods sold by the Company upto to the end of the financial
year. The amounts are generally unsecured and are usually received as per the terms of payment agreed
with the customers. The amounts are presented as current assets where receivable is due within 12 months
from the reporting date. They are recognised initially and subsequently measured at amortised cost.
1.05.04 A financial asset is derecognised only when the Company has transferred the rights to receive cash flows
from the financial asset, or when it has transferred substantially all the risks and rewards of the asset, or
when it has transferred the control of the asset.
1.05.05 Investments that are readily realisable and intended to be held for not more than a year are classified as
Current investments. All other investments are classified as Non-Current/Long-term Investments. Current
investments are carried at lower of cost or market value on individual investment basis. Non-Current
Investments are considered at cost, unless there is an “other than temporary” decline in value, in which
case adequate provision is made for the diminution in the value of Investments.
1.06 FINANCIAL LIABILITIES:
1.06.01 Borrowings are initially recognised and subsequently measured at amortised cost, net of transaction costs
incurred. The transaction costs is amortised over the period of borrowings using the effective interest
method in Capital Work in Progress upto the commencement of related Plant, Property and Equipment and
subsequently under finance costs in profit and loss account.
1.06.02 Borrowings are removed from balance sheet when the obligation specified in the contract is discharged,
cancelled or expired.
1.06.03 Borrowings are classified as current liabilities unless the company has an unconditional right to defer
settlement of the liability for at least 12 months after the reporting period.
1.06.04 Trade Payables represent liabilities for goods and services provided to the Company upto to the end of the
financial year. The amounts are unsecured and are usually paid as per the terms of payment agreed with
the vendors. The amounts are presented as current liabilities unless payment is not due within 12 months
after the reporting period. They are recognised initially and subsequently measured at amortised cost.
1.06.05 Financial assets and Financial liabilities are offset and the net amount is reported in the balance sheet if
there is a currently enforceable legal right to offset the recognised amounts and there is an intention to
settle on a net basis, to realise the assets and settle the liabilities simultaneously.
1.07 EQUITY :
Ordinary shares are classified as equity.
Final dividends on shares are recorded as a liability on the date of approval by the shareholders and interim dividends
are recorded as a liability on the date of declaration by the Board of Directors of the Company.
1.08 REVENUE RECOGNITION:
1.08.01 Revenue comprises of all economic benefits that arise in the ordinary course of activities of the Company
which result in increase in Equity, other than increases relating to contributions from equity participants.
SIGNIFICANT ACCOUNTING POLICIES for the year ended 31st March, 2018
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company
and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration
received or receivable.
1.08.02 Sale of Goods: Revenue from sales of goods is recognised on transfer of significant risks and rewards of
ownership to the customers. Revenue shown in the Statement of Profit and Loss excludes returns, trade
discounts, cash discounts, other benefits passed to customers in kind, Goods and Services tax and Value
Added Tax.
1.08.03 Services: Revenue from Services are recognized as and when the services are rendered. The Company
collects GST and service tax on behalf of the government and therefore, it is not an economic benefit
flowing to the Company and hence excluded from Revenue.
1.08.04 Interest: Interest income is accrued on a time basis, by reference to the principal outstanding and at the
effective interest rate applicable.
1.08.05 Dividends: Dividend from investment is recognized when the Company in which they are held declares the
dividend and when the right to receive the same is established.
1.08.06 Rental Income: Rental income is recognised on accrual basis.
1.09 EMPLOYEE BENEFITS:
1.09.01 Short-term employee benefits are recognized as an expense at the undiscounted amount in the Statement
of Profit and Loss of the year in which the related service is rendered.
1.09.02 Post Employment and Retirement benefits in the form of Gratuity is considered as defined benefit
obligations and is provided for on the basis of third party actuarial valuation, using the projected unit credit
method, as at the date of the Balance Sheet. Every Employee who has completed five years or more of
service is entitled to Gratuity on terms not less favourable than the provisions of The Payment of Gratuity
Act, 1972.
1.09.03 The present value of the defined benefit obligation is determined by discounting the estimated future
cash outflows by reference to market yields at the end of reporting period on government bonds that have
terms approximating to the terms of the related obligation.
1.09.04 The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit
obligation. This cost is included in employee benefit expense in the statement of profit and loss.
1.09.05 Remeasurement gains and losses arising from experience adjustments and changes in actuarial
assumptions of the defined benefit obligation are recognised in the period in which they occur, directly in
other comprehensive income. They are included in retained earnings in the statement of changes in equity
and in the balance sheet.
1.09.06 Employee benefits in the form of Provident Fund is considered as defined contribution plan and the
contributions to Employees’ Provident Fund Organisation established under The Employees’ Provident
Fund and Miscellaneous Provisions Act 1952 is charged to the Statement of Profit and Loss of the year
when the contributions to the respective funds are due. The Company pays provident fund contributions
to publicly administered provident funds as per local regulations. The Company has no further payment
obligations once the contributions have been paid.
1.10 RELATED PARTY TRANSACTIONS:
1.10.01 Disclosure of related party transactions as required by the accounting standard is furnished in the Notes on
Financial Statements.
SIGNIFICANT ACCOUNTING POLICIES for the year ended 31st March, 2018
1.11 EARNINGS PER SHARE:
1.11.01 Basic earnings (loss) per share are calculated by dividing the net profit or loss for the period attributable to
equity shareholders by the weighted average number of equity shares outstanding during the period.
1.11.02 For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable
to equity shareholders and the weighted average number of shares outstanding during the period are
adjusted for the effects of all dilutive potential equity shares.
1.12 ACCOUNTING FOR TAXES ON INCOME:
1.12.01 Tax expenses comprise of current tax and deferred tax including applicable surcharge and cess.
1.12.02 Current Income tax is computed using the tax effect accounting method, where taxes are accrued in the
same period in which the related revenue and expenses arise. A provision is made for income tax annually,
based on the tax liability computed, after considering tax allowances and exemptions. Provisions are
recorded when it is estimated that a liability due to disallowances or other matters is probable.
1.12.03 Income-tax expenses comprises current tax and deferred tax charge or release. The deferred tax charge
or credit is recognised using current tax rates. Where there is unabsorbed depreciation or carry forward
losses, deferred tax assets are recognised only if there is virtual certainty of realisation of such assets
based on expected future profits. Other deferred tax assets are recognised only to the extent there is
reasonable certainty of realisation in future. Such assets are reviewed as at each Balance Sheet date to
reassess realisation.
1.13 PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS:
1.13.01 Provisions are made when (a) the Company has a present legal or constructive obligation as a result of past
events; (b) it is probable that an outflow of resources embodying economic benefits will be required to
settle the obligation; and (c) a reliable estimate is made of the amount of the obligation.
1.13.02 Contingent liabilities are not provided for but are disclosed by way of Notes on Accounts. Contingent
liabilities is disclosed in case of a present obligation from past events (a) when it is not probable that an
outflow of resources will be required to settle the obligation; (b) when no reliable estimate is possible; (c)
unless the probability of outflow of resources is remote.
1.13.03 Contingent assets are not accounted but disclosed by way of Notes on Accounts where the inflow of
economic benefits is probable.
1.14 CURRENT AND NON-CURRENT CLASSIFICATION:
1.14.01 The Normal Operating Cycle for the Company has been assumed to be of twelve months for classification
of its various assets and liabilities into “Current” and “Non-Current”.
1.14.02 The Company presents assets and liabilities in the balance sheet based on current and non-current
classification.
1.14.03 An asset is current when it is (a) expected to be realised or intended to be sold or consumed in normal
operating cycle; (b) held primarily for the purpose of trading; (c) expected to be realised within twelve
months after the reporting period; (d) Cash and cash equivalent unless restricted from being exchanged or
used to settle a liability for at least twelve months after the reporting period. All other assets are classified
as non-current.
1.14.04 An liability is current when (a) it is expected to be settled in normal operating cycle; (b) it is held primarily
for the purpose of trading; (c) it is due to be discharged within twelve months after the reporting period;
(d) there is no unconditional right to defer the settlement of the liability for at least twelve months after
the reporting period. All other liabilities are classified as non-current.
SIGNIFICANT ACCOUNTING POLICIES for the year ended 31st March, 2018
1.15 FAIR VALUE MEASUREMENT:
1.15.01 The Company measures financial instruments such as derivatives and certain investments, at fair value at
each balance sheet date.
1.15.02 Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The fair value measurement is based
on the presumption that the transaction to sell the asset or transfer the liability takes place either in the
principal market for the asset or liability, or in the absence of a principal market, in the most advantageous
market for the asset or liability. The principal or the most advantageous market must be accessible by the
Company.
1.15.03 The fair value of an asset or liability is measured using the assumptions that market participants would use
when pricing the asset or liability, assuming that market participants act in their economic best interest.
1.15.04 A fair value measurement of a non-financial asset takes into account a market participant’s ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another market
participant that would use the asset in its highest and best use.
1.15.05 The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient
data are available to measure fair value, maximising the use of relevant observable inputs and minimising
the use of unobservable inputs.
1.15.06 The assets and liabilities which has been measured at fair value are, (i) Quoted Investments in Equity
Shares, (ii) Certain Financial Assets.
1.16 NON-CURRENT ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS:
1.16.01 Non-current assets and disposal groups are classified as held for sale if their carrying amounts will be
recovered principally through a sale transaction rather than through continuing use.
1.16.02 Non-current assets and disposal groups classified as held for sale are measured at the lower of carrying
amount and fair value less cost to sell. This condition is regarded as met only when the sale is highly probable
and the asset or disposal group is available for immediate sale in its present condition. Management must
be committed to the sale, which should be expected to qualify for recognition as a completed sale within
one year from the date of classification.
1.16.03 Non-current assets classified as held for sale are presented separately from other assets in the balance
sheet. An entity shall not depreciate or amortise a non-current asset after such asset has been classified as
held for sale.
1.16.04 Discontinued operations are excluded from the results of continuing operations and are presented as a
single amount as profit or loss after tax from discontinued operations in the statement of profit and loss.
Notes to Financial Statements for the year ended 31st March, 2018
NOTE 1. Property, Plant and Equipment `
Freehold Buildings Plant and Furniture and Total
Land Equipments Fixtures Tangibles
Cost
As at April 1st, 2016 11,32,849 4,14,75,388 1,81,13,446 11,86,994 6,19,08,677
Additions – – – – –
Disposal – 7,05,025 14,29,324 9,21,248 30,55,597
As at March 31st, 2017 11,32,849 4,07,70,363 1,66,84,122 2,65,746 5,88,53,080
Additions – – – – –
Disposal – – – – –
Reclassification to assets as held for sale 1,66,84,122 1,66,84,122
As at March 31st, 2018 11,32,849 4,07,70,363 – 2,65,746 4,21,68,958
Accumulated Depreciation
As at April 1st, 2016 – 2,44,10,043 1,65,60,979 10,99,338 4,20,70,360
Depreciation for the year – 12,70,791 2,06,055 3,894 14,80,740
Disposal – 3,56,840 13,57,262 8,75,186 25,89,288
As at March 31st, 2017 – 2,53,23,994 1,54,09,772 2,28,046 4,09,61,812
Depreciation for the year – 12,64,989 – 3,894 12,68,883
Disposal – – – – –
Reclassification to assets as held for sale 1,54,09,772 1,54,09,772
As at March 31st, 2018 – 2,65,88,983 - 2,31,940 2,68,20,923
NON-CURRENT ASSETS As at 31st March, 2018 As at 31st March, 2017 As at 1st April, 2016
₹ ₹ ₹
2. LOANS
(Unsecured, considered good) ₹
Security Deposits 8,77,512 8,77,512 8,71,897
Total 8,77,512 8,77,512 8,71,897
CURRENT ASSETS As at 31st March, 2018 As at 31st March, 2017 As at 1st April, 2016
₹ ₹ ₹
3. INVENTORIES
(at lower of cost or net realisable value)
Stores and Spares – – 1,02,893
– – 1,02,893
Notes to Financial Statements for the year ended 31st March, 2018
As at 31st March, 2018 As at 31st March, 2017 As at 1st April, 2016
₹ ₹ ₹
4. INVESTMENTS
Quoted
Investments in Mutual Funds
carried at fair value through profit
and loss (FVTPL)
Notes to Financial Statements for the year ended 31st March, 2018
As at 31st March, 2018 As at 31st March, 2017 As at 1st April, 2016
₹ ₹ ₹
8. OTHER CURRENT ASSETS
Advance against Purchases - 40,18,406 43,69,406
Prepaid Expenses 29,445 74,893 6,89,718
Income Tax Refund 14,27,225 15,08,932 8,07,788
Goods and Service Tax Refund 30,506 - -
Amount due from Sales Tax authority 25,000 25,000 25,000
Total 15,12,176 56,27,231 58,91,912
9. EQUITY SHARE CAPITAL As at 31st March, 2018 As at 31st March, 2017 As at 1st April, 2016
Number ₹ Number ₹ Number ₹
9.1 Authorised
Equity Shares of ₹ 10 each 40,00,000 4,00,00,000 40,00,000 4,00,00,000 40,00,000 4,00,00,000
Notes to Financial Statements for the year ended 31st March, 2018
9.6 The Company has not reserved any shares for issue under options and contracts/commitments for the sale of
shares/disinvestment.
9.7 The Company for the period of five years immediately preceding the date of Balance Sheet has not:
i. Not allotted any class of shares as fully paid pursuant to contract(s) without payment being received in cash.
ii. Not allotted fully paid up shares by way of bonus shares.
iii. Bought back 6,88,216 equity shares during the financial year 2015-16.
Notes to Financial Statements for the year ended 31st March, 2018
11.1 Amount due and outstanding to be credited to the Investor Education and Protection Fund ₹ Nil (Previous Year ₹ Nil)
Notes to Financial Statements for the year ended 31st March, 2018
For the Year ended For the Year ended
31st March, 2018 31st March, 2017
₹ ₹
16. EMPLOYEES BENEFITS EXPENSE
Salary, Wages and Bonus 31,73,603 28,35,829
Contribution to Provident Fund and
Employees' State Insurance 2,04,505 1,86,298
Gratuity 1,10,636 90,256
Total 34,88,744 31,12,383
Notes to Financial Statements for the year ended 31st March, 2018
For the Year ended For the Year ended
31st March, 2018 31st March, 2017
₹ ₹
d) Actuarial assumptions:
Mortality Table IALM 2006-2008 IALM 2006-2008
Discount Rate (per annum) 7.50% 7.50%
Rate of escalation in salary (per annum) 6.00% 6.00%
Withdrawal rate 1% - 8% 1% - 8%
v) Amount incurred as expense for defined contribution to Provident Fund is ₹ 2,04,505 (Previous Year ₹ 1,86,298).
Notes to Financial Statements for the year ended 31st March, 2018
20.2 Commitments
a. Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of
advances) ₹ Nil (Previous year ₹ Nil)
b. Uncalled liability on shares and other investments which are partly paid ₹ Nil (Previous year ₹ Nil).
c. Other commitments ₹ Nil (Previous year ₹ Nil).
Notes to Financial Statements for the year ended 31st March, 2018
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by
valuation technique:
Level 1 : Quoted prices in active markets for identical assets or liabilities
Level 2 : Other techniques for which all inputs which have a significant effect on the recorded fair value are
observable.
Level 3 : Techniques using inputs having significant effect on the recorded fair value that are not based on
observable market data.
As at 31st March, 2018 As at 31st March, 2017 As at 1st April, 2016
₹ ₹ ₹
Financial assets at amortised cost:
Loans - Non-current 8,77,512 8,77,512 8,71,897
Trade Receivables – – 1,00,27,124
Cash and Cash Equivalents 20,93,911 2,47,08,562 24,47,414
Loans - Current 3,61,92,657 1,20,64,033 3,29,30,370
Total 3,91,64,080 3,76,50,107 4,62,76,805
22. TAXATION
In view of losses, provision for income tax is not considered necessary.
Notes to Financial Statements for the year ended 31st March, 2018
viii) Mr. Hariom Pandey, Company Secretary
Enterprises Owned/Influenced by Key Management Personnel or their relatives
i) Greenlam Industries Ltd.
23.2 TRANSACTIONS DURING THE YEAR
Particulars Key Management Personnel Enterprises Owned/
/ Director Influenced by Key
Management Personnel or
their relatives
2017-18 2016-17 2017-18 2016-17
(₹ ) (₹ ) (₹ ) (₹ )
Rental Income
Greenlam Industries Ltd. – – 52,29,000 49,60,000
Total – – 52,29,000 49,60,000
Remuneration Paid
Mr. Ramesh Kumar Haritwal 17,60,160 17,60,160 – –
Mr. Jayasankar Ramalingam* 1,79,493 – – –
Mr. Hariom Pandey 9,54,249 6,55,977 – –
Total 28,93,902 24,16,137 – –
Meeting Fees
Mr. Saurabh Mittal 500 1,000 – –
Mr. Mahesh Kumar Malpani 3,500 2,500 – –
Mr. Beni Gopal Saraf 3,500 2,500 – –
Mr. Pradip Manharlal Domadia # 2,500 2,500 – –
Ms. Mathangi Ramanujam 3,000 2,000 – –
Total 13,000 10,500 – –
* Mr. Jayasankar Ramalingam was appointed on January 01, 2018 and designated as Chief Financial Officer with
effect from January 02, 2018, the remuneration reflects total remuneration received by him from the date of his
appointment.
#
Mr. Pradip Manharlal Domadia, Independent Director resigned from the Directorship of the Company with effect
from close of business hours of January 02, 2018.
Notes : Related Party Relationship is as identified by the Company and relied upon by the Auditors.
24 FIRST-TIME ADOPTION OF IND AS:
These are company’s first financial statements prepared in accordance with Ind AS.
The accounting policies set out herein have been applied in preparing the financial statements for the year ended
31st March, 2017, the comparative information presented in these financial statements for the year ended 31st March
2016 and in the preparation of an opening Ind AS balance sheet at 1st April, 2016 (the company’s date of transition).
In preparing its opening Ind AS balance sheet, the company has adjusted the amounts reported previously in
financial statements prepared in accordance with the accounting standards notified under Companies (Accounting
Standards) Rules, 2014 (as amended) and other relevant provisions of the Act (previous GAAP).
Notes to Financial Statements for the year ended 31st March, 2018
Following notes explains the effect of transition from previous GAAP to Ind AS on the company’s financial position,
financial performance and cash flows.
24.1 Carrying value of Property, Plant and Equipment:
Ind AS 101 permits a first time adopter to elect to continue with the carrying value for all its property, plant and
equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the
previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for
de-commissioning liabilities. The company has elected to apply to measure all of its property, plant and equipment,
and intangible assets at their previous GAAP carrying value.
24.2 Fair Valuation of Investments :
Under the previous GAAP, investments in equity instruments were classified as long-term investments or current
investments based on the intended holding period and realisability. Long term investments were carried at cost less
provision for other than temporary decline in the value of such investments. Current investments were carried at
lower of cost and fair value. Under Ind AS, these investments are required to be measured at fair value.
24.3 Actuarial gain/(loss) on Defined Benefit plans for Employee Benefits :
Under Ind AS, the change in defined benefit liability is split into changes arising out of service and interest cost and
changes arising out of remeasurements. Changes due to service and interest cost are to be recognised in Profit and
Loss account and the changes arising out of re-measurements are to be recognised directly in Other Comprehensive
Income (OCI). As such, actuarial loss on valuation of Gratuity and Leave salary of ₹ 1.37 lacs as on 31.03.2017 on date
has been recognised in OCI instead of Employee benefit expenses.
24.4 Fair Valuation of Loans and Advances :
Under Ind AS, fair valuation is required for in case of loans and advances such as advance to employees and security
deposits. In case of advance to employees, all the advances are repayable within a period of 12 months and as such
no fair valuation is required.
Notes to Financial Statements for the year ended 31st March, 2018
24.5 RECONCILIATION OF EQUITY AS ON TRANSITION DATE 1st APRIL, 2016 AS PER IND AS
(₹)
Previous GAAP Adjustments Ind AS
ASSETS
Non–current Assets
Property, Plant and Equipment 1,98,38,317 – 1,98,38,317
Financial Assets
Loans 8,71,897 – 8,71,897
2,07,10,214 – 2,07,10,214
Current Assets
Inventories 1,02,893 – 1,02,893
Financial Assets
Trade Receivables 1,00,27,124 – 1,00,27,124
Cash and Cash Equivalents 24,47,414 – 24,47,414
Loans 3,29,30,370 – 3,29,30,370
Other Current Assets 58,91,912 – 58,91,912
5,13,99,713 – 5,13,99,713
Notes to Financial Statements for the year ended 31st March, 2018
24.6 RECONCILIATION OF EQUITY AS ON 31st MARCH, 2017 AS PER IND AS
(₹)
Previous GAAP Adjustments Ind AS
ASSETS
Non–current Assets
Property, Plant and Equipment 1,78,91,268 – 1,78,91,268
Financial Assets
Loans 8,77,512 – 8,77,512
1,87,68,780 – 1,87,68,780
Current Assets
Financial Assets
Cash and Cash Equivalents 2,47,08,562 – 2,47,08,562
Loans 1,20,64,033 – 1,20,64,033
Other Current Assets 56,27,231 – 56,27,231
4,23,99,826 – 4,23,99,826
Notes to Financial Statements for the year ended 31st March, 2018
24.7 RECONCILIATION OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH, 2017 AS PER IND AS
(₹ )
Previous GAAP Adjustments Ind AS
INCOME:
Revenue from Operations 79,800 – 79,800
Other Income 70,27,511 – 70,27,511
Total Revenue 71,07,311 – 71,07,311
EXPENDITURE:
Employees Benefits Expense 32,49,736 (137353) 31,12,383
Depreciation and Amortisation Expense 14,80,740 – 14,80,740
Other Expenses 1,26,44,315 – 1,26,44,315
Total Expenditure 1,73,74,791 (1,37,353) 1,72,37,438
Profit before Tax (1,02,67,480) 1,37,353 (1,01,30,127)
Current Tax – – –
Mat Credit Entitlement – – –
– – –
Release of Deferred Tax – – –
Tax Expense – – –
Total Comprehensive Income for the year, net of Tax (1,02,67,480) – (1,02,67,480)
Notes to Financial Statements for the year ended 31st March, 2018
25. INFORMATION REGARDING MICRO, SMALL AND MEDIUM ENTERPRISES
Based on the information /documents available with the Company, information as per the requirements of
Section 22 of The Micro, Small and Medium Enterprises Development Act, 2006 are as under:
Notes to Financial Statements for the year ended 31st March, 2018
27. INFORMATION REGARDING SPECIFIED BANK NOTES (SBN) :
During the year ended 31st March 2017, the Holding Company had specified bank notes or other denomination
notes as defined in the MCA notification G.S.R.308 (E) dated 31st March 2017 on the details of Specified Bank Notes
(SBN), held and transacted during the period from 8th November 2016 to 30th December 2016, the denomination
wise SBNs and other notes as per the notification is given below:
(₹)
Specified Bank Other Bank
Notes Notes Total
Closing cash in hand as on 8th November 2016 55,000 1,00,834 1,55,834
Add: Permitted receipts - 50,000 50,000
Less: Permitted payments - 57,154 57,154
Less: Amount deposited in banks 55,000 - 55,000
Closing cash in hand as on 30th December 2016 - 93,680 93,680
* For the purposes of this clause, the term ‘Specified Bank Notes’ shall have the same meaning provided in the
notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O.
3407(E), dated the 8th November, 2016.
28. As there is neither more than one business segment nor more than one geographical segment, segment information
is not required to be disclosed.
29. The figures for the previous year are re-classified/ re-arranged / re -grouped, wherever necessary so as to be in
conformity with the figures of the current year's classification/disclosure.
30. The financial statements of the previous year were audited by a firm of chartered accountants other than S
Mahendra & Company.
As per our report of even date attached
For S MAHENDRA & COMPANY For and on behalf of Board of Directors of
Chartered Accountants Himalaya Granites Limited
ICAI Firm Reg. No. 307131E CIN: L13206TN1987PLC015161