annual report 2012-2013 - hgl.co.in granites limited... · profit/(loss) before finance cost,...
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HIMALAYA GRANITES LIMITED
BOARD OF DIRECTORSMr. Saurabh Mittal, Non-Executive ChairmanMr. Ramesh Kumar Haritwal, Managing Director & CEOMr. Beni Gopal SarafMr. Mahesh Kumar MalpaniMr. Pradip Manharlal Domadia
AUDIT COMMITTEEMr. Mahesh Kumar Malpani, ChairmanMr. Ramesh Kumar HaritwalMr. Beni Gopal Saraf
SHARE TRANSFER &INVESTORS GRIEVANCE COMMITTEEMr. Beni Gopal Saraf, ChairmanMr. Mahesh Kumar Malpani
REMUNERATION COMMITTEEMr. Pradip Manharlal Domadia, ChairmanMr. Mahesh Kumar MalpaniMr. Beni Gopal Saraf
REGISTERED OFFICEPanchalam VillageMelpettai Post, TindivanamTamilnadu-604 307
Corporate Information as on 30th May, 2013
AUDITORSM/s. D. Dhandaria & CompanyThana Road, Tinsukia, Assam
REGISTRARS & SHARE TRANSFERAGENTSM/s. S. K. Infosolutions Pvt. Ltd.34/1A, Sudhir Chatterjee StreetKolkata – 700 006Phone: (033) 2219-4815/6797Fax: (033) 2219-4815
HIMALAYA GRANITES LIMITED
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NOTICE
NOTICE is hereby given that the 25th Annual General Meeting of the members of the Company will be heldon Friday, 27th September, 2013 at the Registered Office of the Company at Panchalam Village, MelpettaiPost, Tindivanam, Tamilnadu-604 307 at 1:00 P.M. to transact the following businesses:
Ordinary Business:
1) To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2013, the Statement ofProfit & Loss for the year ended on that date and reports of the Directors and Auditors thereon.
2) To appoint a director in place of Mr.Beni Gopal Saraf, who retires by rotation and being eligible, offershimself for re-appointment.
3) To appoint statutory auditors and to fix their remuneration and in this connection, to consider and ifthought fit, to pass, with or without modification(s), the following resolution as an ordinary resolution:
“RESOLVED THAT M/s. D. Dhandaria& Company, Chartered Accountants (Registration No. 306147E),the retiring auditors be and are hereby appointed as Statutory Auditors of the Company to hold office assuch from the conclusion of this meeting till the conclusion of next Annual General Meeting at suchremuneration as may be fixed by the Board of Directors of the Company, based on the recommendationof the Audit Committee, in addition to reimbursement of all out-of-pocket expenses in connection withthe audit of the accounts of the Company”.
By Order of the BoardFor Himalaya Granites Limited
Ramesh Kumar HaritwalManaging Director & CEO
Place : KolkataDated : 30th May, 2013
Registered Office :Panchalam VillageMelpettai Post, Tindivanam,Tamilnadu-604 307
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HIMALAYA GRANITES LIMITED
NOTES :
1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and voteinstead of himself/herself and the proxy need not be a member of the Company. Proxies in order tobe effective must be lodged with the Company at its registered office not less than 48 hours beforethe time of the meeting.
2. The Register of Members and Share Transfer Books of the company will remain closed from 24th
September, 2013 to 27th September, 2013 (both days inclusive).
3. Queries on accounts of the Company, if any may please be sent to the Company at least seven daysin advance of the meeting so that the answers may be made readily available at the meeting.
4. Members are requested to promptly notify any change in their address to the Share Transfer AgentsM/s. S. K. Infosolutions Pvt. Ltd., 34/1A, Sudhir Chatterjee Street, Near Girish Park Metro Station,Kolkata-700 006, Phone: (033) 2219-4815/6797, Fax: (033) 2219-4815
5. Members are requested to bring their attendance slip along with their copies of annual reports to themeeting.
6. Members holding shares in physical form are advised to make nomination in respect of theirshareholding in the Company.
7. Company’s shares are listed on BSE Ltd. and listing fees for the financial year 2013-14 has been paidto the said Stock Exchange.
8. Pursuant to the provisions of Section 205A and 205C of the Companies Act, 1956, the final dividend forthe year ended 31st March, 2005 remaining unpaid or unclaimed for a period of seven years from thedate of transfer of the same to the unpaid dividend account, has been transferred to the InvestorEducation and Protection Fund established by the Central Government. No claim shall lie against theInvestor Education and Protection Fund or the Company in respect of individual amount(s) so creditedto the Investor Education and Protection Fund.
9. Pursuant to the provisions of the Companies Act, 1956, the final dividend for the financial year ended31st March 2006 and dividends declared thereafter, which remain unclaimed for a period of sevenyears, will be transferred by the Company to the Investor Education and Protection Fund, pursuant toSection 205C of the Companies Act, 1956. Please be informed that the due month for transferring theunclaimed final dividend for the financial year ended 31st March 2006 to Investor Education and ProtectionFund is October, 2013. Shareholders, who have not yet encashed their dividend warrants for thefinancial year ended 31st March 2006 and any subsequent financial years are requested to make theirclaim to the Company’s Registrars and Share Transfer Agents immediately.
10. The Securities and Exchange Board of India (SEBI) has mandated the submission of PermanentAccount Number (PAN) by every participant in securities market. Members holding shares in electronicform are, therefore, requested to submit the PAN to their Depository Participants with whom they aremaintaining their demat accounts. Members holding shares in physical form can submit their PANdetails to the Company/Registrars and Share Transfer Agents.
HIMALAYA GRANITES LIMITED
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11. Relevant documents referred to in the accompanying notice are open for inspection by the membersat the registered office of the Company on all working days, except Saturdays, between 11:00 a.m. and1:00 p.m. up to the date of the ensuring Annual General Meeting.
12. To support the “Green Initiative in the Corporate Governance” taken by the Ministry of Corporate Affairsregarding electronic mode of service of documents, the shareholders are requested to register andupdate their e-mail address with their respective Depository Participants if they are holding shares inde-mat mode and with the Registrars & Share Transfer Agents of the Company if they are holdingshares in physical mode.
13. Brief resume of the directors proposed to be appointed/re-appointed, nature of their expertise inspecific functional areas, names of companies in which they hold directorships and memberships /chairmanships of Board Committees, shareholding and relationships between directors inter-se asstipulated under Clause 49 of the Listing Agreement with the Stock Exchange, are provided in theReport on Corporate Governance forming part of the Annual Report.
Place : KolkataDated : 30th May, 2013
Registered Office :Panchalam VillageMelpettai Post, Tindivanam,Tamilnadu-604 307
By Order of the BoardFor Himalaya Granites Limited
Ramesh Kumar HaritwalManaging Director & CEO
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HIMALAYA GRANITES LIMITED
DIRECTORS’ REPORTYour Directors present herewith the 25th Annual Report together with the Audited Accounts of your Companyfor the year ended 31st March, 2013.
FINANCIAL HIGHLIGHTS: (` in Lacs)2012-13 2011-12
Revenue from Operation 2.52 3.15
Other Income 119.15 56.92
Profit/(Loss) before Finance Cost, Depreciation &Amortization Expenses and Tax Expenses 47.75 (1.41)Less :
a) Finance Cost – –b) Depreciation & Amortization Expenses 24.33 28.29
Profit/(loss) Before Tax 23.42 (29.70)Provision for Tax – –Deferred Tax Release/(Provision) 11.00 10.48Profit/(loss) After Taxation 34.42 (19.22)Balance Brought Forward from earlier years (200.03) (180.81)Balance carried to Balance Sheet (165.61) (200.03)
REVIEW OF OPERATIONS
During the year under review, your Company continued to let out part of its factory shades. Further, inaccordance with the approval of the members under Section 293(1)(a) of the Companies Act, 1956 obtainedvide resolution passed through postal ballot on 29th December, 2009, the Company is in the process ofselling out the plant and machinery of the Unit situated at Panchalam Village, Melpettai Post, Tindivanam,Tamilnadu – 604 307.
TRANSFER TO GENERAL RESERVE
In view of the accumulated losses, no transfer is proposed to the General Reserve.
DIVIDEND
Considering the gloomy prospects and financial position of the Company, your directors did not recommendany dividend.
DIRECTORS
Mr. Beni Gopal Saraf, director of the Company, liable to retire by rotation at the ensuing Annual GeneralMeeting and being eligible, offers himself for re-appointment.
Your directors recommend the above re-appointment.
None of the directors of your company is disqualified as per the provisions of Section 274(1)(g) of theCompanies Act, 1956.
HIMALAYA GRANITES LIMITED
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AUDITORS AND THEIR REPORT
M/s. D.Dhandaria& Company, Chartered Accountants, Statutory Auditors of the company, hold office until theconclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The companyhas received a certificate from the above Auditors to the effect that the re-appointment if made, would bewithin the limits prescribed under section 224 (1B) of the Companies Act, 1956.
The observations made in the Auditors’ Report are self-explanatory and therefore do not call for furthercomments.
COMPLIANCE CERTIFICATE
The compliance certificate for the year ended 31st March, 2013, in accordance with provisions of Section383A (1) of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, isannexed to this report which being self-explanatory needs no comments.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors’responsibility statement, it is hereby confirmed that:
1) In preparation of the annual accounts, applicable accounting standards were followed.
2) The Directors had selected such accounting policies and applied them consistently and madereasonable and prudent judgments and estimates to provide a true and fair view of the state of affairsof the company at the end of the financial year and of the loss of the Company for the financial year.
3) The Directors had taken proper and sufficient care to maintain adequate accounting records inaccordance with the provisions of the Companies Act, 1956, to safeguard the company’s assets andfor preventing and detecting fraud and other irregularities.
4) The Directors had prepared the annual accounts on a going concern basis.
PUBLIC DEPOSITS
The Company did not invite or accept any deposits from the public under Section 58A of the Companies Act,1956.
CORPORATE GOVERNANCE REPORT
A detailed report on Corporate Governance, pursuant to Clause 49 of the Listing agreement with the StockExchange, along with Auditors’ certificate on compliance with the mandatory recommendation on CorporateGovernance, is annexed to this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis report, pursuant to Clause 49 of the Listing Agreement with theStock Exchange, for the year under review is given as a separate statement in the Annual Report.
CEOANDCFO CERTIFICATION
The CEO& CFO certificate as required under Clause 49 of the Listing Agreement signed by the ManagingDirector & CEO only is attached with the Annual Report. The Managing Director & CEO also gives quarterly
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HIMALAYA GRANITES LIMITED
Place : KolkataDated : 30th May, 2013
On behalf of the Board of DirectorsFor Himalaya Granites Limited
Saurabh MittalNon-executive Chairman
certification on financial results while placing the financial results before the Board in terms of Clause 41of the Listing Agreement.
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL
The Managing Director & CEO of the Company has given a declaration that all directors and the seniormanagement personnel concerned have affirmed compliance with the code of conduct with reference tothe year ended on 31st March 2013. The declaration is attached with the annual report.
PARTICULARS OF EMPLOYEES
The Company had no employee of the category indicated under Section 217(2A) of the Companies Act,1956 read with Companies (Particulars of Employees) Rules,1975, as amended from time to time.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The particulars regarding conservation of energy, technology absorption, as required under Section 217(1)(e)of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Boardof Directors) Rules, 1988 are annexed hereto and form part of this report. There was no foreign exchangeearnings and outgo during the year under review.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express their appreciation for the support and co-operation receivedfrom the Government of India, State Governments and Shareholders.
HIMALAYA GRANITES LIMITED
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Annexure to the Directors’ ReportDISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY AND TECHNOLOGYABSORPTION AS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THEREPORT OF THE BOARD OF DIRECTORS’) RULES,1988.
A. CONSERVATION OF ENERGY:
Energy Conservation measures taken
Since there was no manufacturing activity of the Company during the year under review, the Companyhad not taken any steps for conservation of energy:
2012-13 2011-12I. POWER & FUEL CONSUMPTION
ElectricityPurchased :Units 20746 13650Total Amount (`) 134436 77577Rate per Unit (`) 6.48 5.68
II. CONSUMPTION PER UNIT OF PRODUCTION:Unitsa) Granite Monuments Sq.Mtr. Sq.Mtr.b) Dimensional Granite Blocks Cbm. Cbm.
Electricity Consumption (Unit) :a) Granite Monuments Nil Nilb) Dimensional Granite Blocks N.A N.A.
B. TECHNOLOGY ABSORPTION:
Since there was no manufacturing activity of the Company during the year under review, the Companyhad not taken any steps towards Research & Development and Technology Absorption, Adoption &Innovation. Also there was no expenditure on R & D during the year under review.
Place : KolkataDated : 30th May, 2013
On behalf of the Board of Directors For Himalaya Granites Limited
Saurabh MittalNon-executive Chairman
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HIMALAYA GRANITES LIMITED
COMPLIANCE CERTIFICATE
CIN No. : L13206TN1987PLC015161Authorised Capital : Rs. 40,000,000/-Paid up Capital : Rs. 30,050,000/-
To,The Members,M/s. HIMALAYA GRANITES LIMITEDPanchalam Village,Melpettai Post,Tindivanam,Tamil Nadu- 604307
I have examined the registers, records, books and papers of M/s. HIMALAYA GRANITES LIMITED as requiredto be maintained under the Companies Act 1956, and the rules made there under and also the provisionscontained in the Memorandum and Articles of Association of the Company for the financial year ended31st March, 2013. In my opinion and to the best of my information and according to the examinationscarried out by me and explanations furnished to me by the Company, its officers and agents, I certifythat in respect of the aforesaid financial year :
1. The Company has kept and maintained all registers as stated in Annexure “A” to this certificateas per the provisions and the rules made there under and all entries therein have been dulyrecorded.
2. The Company has duly filed the forms and returns as stated in Annexure “B” to this certificatewith the Registrar of Companies, Regional Director, Central Government, Company law board orother Authorities within the time prescribed under the Act and the rules made thereunder.
3. The company is a Public Limited Company and hence comments are not required.
4. The Board of Directors duly met 4 (Four) times on 30.05.2012, 10.08.2012, 09.11.2012 and 14.02.2013in respect of which meetings proper notices were given and the proceedings were properly recordedand signed including the circular resolutions passed in the Minutes Books maintained for the purpose.
5. The company has closed its Register of Members from 25.09.2012 to 28.09.2012 both days inclusiveduring the financial year ending 31.03.2012 and have complied with the provisions of Section 154 ofthe Companies Act, 1956.
HIMALAYA GRANITES LIMITED
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6. The Annual General Meeting for the Financial Year ended on 31st March, 2012 was held on dated28.09.2012 after giving due notice to the member of the company and the resolution passed there atwere duly recorded in the minutes book of the company maintained for the purpose.
7. No Extra Ordinary General Meeting was held during the financial year.
8. The company has not granted loans or given advances to companies, firms or parties referred to in thesection 295 of the Act.
9. The Company has not entered into any contracts falling within the purview of Section 297 of the Act.
10. The Company has made necessary entries in the register maintained under Section 301 of the Act.
11. As there were no instances falling within the purview of Section 314 of the Act, the Company has notobtained any approvals from the Board of Directors, members or the Central Government, as the casemay be.
12. The Company has not issued any duplicate certificates during the financial year.
13. The company has:
(i) delivered all certificate on lodgment thereof for transfer/transmission or any other purposesin accordance with the provisions of the Act:
(ii) & (iii) not declared the dividend during the year under review.
(iv) no amount in unpaid dividend account, application money due for refund ,matured deposit,matured debenture and the interest accrued there on which have remained unclaimed orunpaid for a period of seven years for transfer to Investor Education and Protection Fund.
(v) duly complied with requirements of section 217 of the Act.
14. The Board of Directors of the company is duly constituted and the appointment of the directors, additionaldirector, alternate director to fill casual vacancies have been duly made during the year.
15. The Company has not appointed any Managing Director / Whole time Director / Manager as referred tounder Section 269 of the Act during the financial year.
16. The Company has not appointed any sole- selling agent during the financial year.
17. During the year Company was not required to obtained approval of the Registrar of companies or suchother authorities prescribed under the various provisions of the Act.
18. The Directors have disclosed their interest in other firms/ Companies, wherever required, to the Boardof Directors pursuant to the provisions of the Act and the rules made thereunder.
19. The Company has not issued any Shares during the financial year and complied with the provisions ofthe Act.
20. The Company has not bought back shares during the financial year.
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HIMALAYA GRANITES LIMITED
21. There was no redemption of Preference shares / debentures during the financial year.
22. There were no transactions necessitating the Company to keep in abeyance the rights to dividend,right shares and bonus shares pending registration of transfer of shares during the financial year.
23. The Company has not invited / accepted any public deposits including any unsecured loans fallingwithin the purview of Section 58A and 58AA read with the Companies (Acceptance of Deposit) Rules,1975 the applicable directions issued by the Reserve Bank of India/ any other authority in this regardduring the financial year.
24. The amount borrowed by the company from directors, members, public financial institutions, banksand others during the financial year ending 31.3.2012 is within the borrowing limits of the companyand necessary resolution as per section 293(1) (d) of the Act have been passed in duly convenedgeneral meeting.
25. The company has made loans and investments or has given guarantee or has provided securities toother bodies corporate and has made necessary entries in register kept for that purposes.
26. The Company has not altered the provisions of the Memorandum with respect to situation of theCompany‘s Registered Office from one state to another state during the year under scrutiny.
27. The Company has not altered the provisions of the Memorandum with respect to the objects of theCompany during the year under scrutiny.
28. The Company has not altered the provisions of the Memorandum with respect to the name of theCompany during the year under scrutiny.
29. The Company has not altered the provisions of the Memorandum with respect to the Authorized sharecapital of the Company during the financial year.
30. The Company has not altered its Articles of Association during the financial year.
31. There was no prosecution initiated against or show cause notices received by the Company foralleged offences under the Act, Hence no fines and penalties or any other punishment imposed on theCompany during the financial year.
32. The Company has not received any money as security from its employees during the year undercertification.
33. The company has deposited both employees and employers contribution to Provident Fund withprescribed authorities pursuant to section 418 of the Act.
Pramod Kumar PalCompany Secretary
Place : Kolkata (Proprietor)Date : 30.05.2013 C.O.P. No.:8425
HIMALAYA GRANITES LIMITED
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Annexure A
Registers as maintained by the Company :
1. Register of Managing Director, Director, Manager - u/s 3032. Register of Contracts - u/s 3013. Register of Investment, Loan made, Guarantee given - u/s 372A4. Register of Share Certificate, Application and Allotment5. Register of Directors Shareholding - u/s 3076. Register of Members - u/s 1507. Register of charges - u/s 1438. Register of fixed assets
Annexure B
Forms and Returns as filed by the Company with the Registrar of Companies, Regional Director, CentralGovernment or other authorities during the Financial Year ending on 31st March 2013.
Sl. No. Description/e-form Section Document Date Filing Date
01. Annual Accounts (F-23AC&ACA - XBRL) 220 31.03.2012 28.12.2012
02. Annual Return (F-20B) 159 31.03.2012 31.10.2012
03. Compliance Certificate (F-66) 383A 31.03.2012 20.10.2012
04. Form-32 (Change in designation as a Director) 260 28.09.2012 20.10.2012
05 Form-32 (Appointment of additional Director) 260 30.05.2012 30.05.2012
06 Form 23 269 30.08.2012 20.10.2012
07 Form 22B 187C 24.04.2012 10.05.2012
08 Form 5 INV Rule-3# 31.03.2011 31.07.2012
09 Form 5 INV Rule-3# 31.03.2012 14.11.2012
10 Form 25C 269(2) 30.05.2012 25.08.2012
11 Form 23 269 22.05.2012 29.06.2012
12 Form 1 Rule-3* 10.08.2012 03.12.2012
*Rule 3 of the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules,2001.
# Rule 3 of the Investor Education and Protection Fund (Uploading of information regarding unpaid andunclaimed amounts lying with companies) Rules, 2012.
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HIMALAYA GRANITES LIMITED
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
INDUSTRY STRUCTURE AND DEVELOPMENT
During the year under review, your Company continued to let out part of its factory shades. Further, inaccordance with the approval of the members under Section 293(1)(a) of the Companies Act, 1956 obtainedvide resolution passed through postal ballot on 29th December, 2009, the Company is in the process ofselling out the plant and machinery of the Unit situated at Panchalam Village, Melpettai Post, Tindivanam,Tamilnadu – 604 307.
OPPORTUNITIES AND THREATS
The management could not tap any opportunity during the year under review.
OUTLOOK
Your directors are exploring alternate avenues to make the Company operative.
RISK AND CONCERN
The closure of the Company’s unit has posed a challenge for the Company to resume operation.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The company has an adequate internal control system. An audit committee headed by non executiveindependent Director periodically reviews the audit observation and the corrective remedial measurestaken in this respect.
HUMAN RESOURCES DEVELOPMENT
The production facilities of the Company continue to remain close since 27th February, 2008 and there areno pending dues of its workers.
CAUTIONARY STATEMENT
Certain statements in the directors’ report and management discussion and analysis reflecting thecompany’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 governmentregulations, policies, taxations and other factors on which the company does not have any direct control.
Place : KolkataDated : 30th May, 2013
On behalf of the Board of DirectorsFor Himalaya Granites Limited
Saurabh MittalNon-executive Chairman
HIMALAYA GRANITES LIMITED
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CORPORATE GOVERNANCE REPORT for the year ended 31.03.2013(As required under Clause 49 of the Listing Agreement entered into with the Stock Exchange)
1. Company’s philosophy on the Code of Corporate GovernanceYour Company believes that good Corporate Governance contemplates that corporate actions balancethe interests of all shareholders and satisfy the tests of accountability, transparency and fair play.Further, your company firmly believes that a sound governance process represents the foundation ofcorporate excellence.
2. Board of DirectorsCompositionAs on 31st March, 2013, your Company’s Board comprises five directors headed by a Non-ExecutiveChairman as below:
One Non-executive Director representing Promoter Director.Three Non-executive independent Directors.One Executive Director.
Board MeetingsDuring the financial year ended 31st March 2013, four Board Meetings were held on 30th May 2012, 10th August2012, 9th November 2012 and 14th February 2013.The composition of the Board of Directors and their attendance at the Board Meetings during the year and atthe last Annual General Meeting and also the number of other Boards or Board Committees in which theDirectors are holding the position of member/Chairperson are as follows:
Name of the Category of No. of Atten No. of outside No. of outsideDirectors and Directorship Board dance directorship Committees
Director Meetings at heldIdentification lastNumber (DIN) AGM
Mr. Saurabh Mittal Non-Executive Chairman 4 2 No 2 6 2 –(DIN 00273917) Promoter Director
Mr. Ramesh Kumar Managing Director & CEO 4 4 Yes – – – –Haritwal(DIN 01486666)
Mr. Beni Gopal Saraf Non-Executive- 4 4 No – 1 – –(DIN 00267858) Independent Director
Mr. Mahesh Kumar Non-Executive- 4 4 Yes – 2 – –Malpani Independent Director(DIN 02603222)
Mr.PradipManharlal Non- Executive- 4 3 No – – – –Domadia** Independent Director(DIN 05292129)
*Including directorship held in foreign company.** Mr. Pradip Manharlal Domadia was appointed as an Additional Director on 30.05.2012. He held office tillthe last Annual General Meeting held on 28.09.2012, in which he was appointed as a Director.
Public Private Member Chairman*
Held Attd.
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HIMALAYA GRANITES LIMITED
Information supplied to the Board of Directors:
During the year under review all necessary information as required under the provisions of the CompaniesAct, 1956, Corporate Governance and other laws and rules were placed and discussed at the BoardMeetings.
Details of directors seeking appointment/re-appointment at the forthcoming Annual General Meeting:
Name Mr. Beni Gopal Saraf
Father’s Name Mr. Shyam Lal Saraf
Date of Birth 28th June, 1947
Date of Appointment 31st January, 2005
Expertise in specific functional area Mr. Beni Gopal Saraf has vast knowledge in the areaof finance, marketing and administration.
Qualification B.com
List of outside directorship held excluding Shriswasti Clothings Pvt. Ltd.alternate directorship
Chairman/Member of the Committee Chairman:of the Board of Directors of the Company Share Transfer & Investor Grievance Committee
Member:Remuneration CommitteeAudit Committee
Chairman/Member of the Committee Chairman :of the Board of Directors of other Nilcompanies in which he is a director Member:
Nil
Number of shares held in the company Nil
Disclosures of relationships between directors
Name of the Directors Category of Directorship Relationshipbetween directors
Mr. Saurabh Mittal Non-Executive Chairman-Promoter Director None
Mr. Ramesh Kumar Haritwal Managing Director & CEO None
Mr. Beni Gopal Saraf Non-Executive- Independent Director None
Mr. Mahesh Kumar Malpani Non-Executive- Independent Director None
Mr. Pradip Manharlal Domadia Non-Executive- Independent Director None
HIMALAYA GRANITES LIMITED
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3. Code of conductPursuant to Clause 49(I)(D) of the Stock Exchange Listing Agreement, the Board of Directors hasadopted the Code of Conduct for the directors and senior management (“the Code”). The Code hasbeen made available on the Company’s website www.hgl.co.in. A declaration signed by the ManagingDirector & CEO of the Company, is attached with the Annual Report.
4. Audit CommitteeComposition:The Company’s Audit Committee comprises two non-executive independent directors, and one executivenon-promoter director.
Mr. Mahesh Kumar Malpani, ChairmanMr. Beni Gopal Saraf, MemberMr. Ramesh Kumar Haritwal, Member
The members of the committee are well versed in matters relating to finance, accounts and generalmanagement practices.The Powers and Role of the Audit Committee:Powers:
To investigate into any activity within its terms of reference.To seek information from any employee.To obtain external legal or other professional advice.To secure attendance of outsiders with relevant expertise, if it considers necessary.
Role:
Oversight of the company’s financial reporting process and the disclosure of its financial informationto ensure that the financial statement is correct, sufficient and credible.Recommending to the Board, the appointment, re-appointment and, if required, the replacement orremoval of the statutory auditor and the fixation of audit fees.Approval of payment to statutory auditors for any other services rendered by them.Reviewing, with the management, the annual financial statements before submission to the boardfor approval, with particular reference to:a) Matters required in the Director’s Responsibility Statement to be included in the Board’s report in
terms of clause (2AA) of section 217 of the Companies Act, 1956.b) Changes, if any, in accounting policies and practices and reasons for the same.c) Major accounting entries involving estimates based on the exercise of judgment by the
management.d) Significant adjustments made in the financial statements arising out of audit findings.e) Compliance with listing and other legal requirements relating to financial statements.f) Disclosure of any related party transactions.g) Qualifications in the draft audit report.
Reviewing, with the management, the quarterly financial statements before submission to the Boardfor approval.
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HIMALAYA GRANITES LIMITED
Reviewing, with the management, the statement of uses/application of fund raised through an issue(public issue, right issues, preferential issue, etc.), the statement of funds utilised for purposesother than those stated in the offer document/prospectus/notice and the report submitted by themonitoring agency monitoring the utilisation of proceeds of a public/rights issue, and making theappropriate recommendation to the Board to take up steps in this matter.Reviewing, with the management, performance of statutory and internal auditors, the adequacy ofthe internal control systems.Reviewing the adequacy of internal audit function, if any, including the structure of the internal auditdepartment, staffing and seniority of the official heading the department, reporting structure coverageand frequency of internal audit.Discussion with internal auditors any significant finding and follow up there on.Reviewing the findings of any internal investigations by the internal auditors into matters wherethere is suspected fraud or irregularity or a failure of internal control systems of a material natureand reporting the matter to the board.Discussion with statutory auditors before the audit commences, about the nature and scope of auditas well as post-audit discussion to ascertain any area of concern.To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,shareholders (in case of non payment of declared dividends) and creditors.To review the functioning of the Whistle Blower mechanism, in case it is existing.Approval of appointment of CFO (i.e. the whole-time Finance Director or any other person headingthe finance function or discharging that function) after assessing the qualifications, experience &background, etc. of the candidate.Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
Review of information by the Audit Committee:The Audit Committee will mandatorily review the following information:
Management discussion and analysis of financial condition and results of operations;Statement of significant related party transactions (as defined by the audit committee),submitted bymanagement;Management letters/letters of internal control weaknesses issued by the statutory auditorsInternal audit reports relating to internal control weaknesses; andThe appointment, removal and terms of remuneration of the Chief internal auditor shall be subjectto review by the Audit Committee.
Meetings and Attendance during the year:During 2012-13, four meetings were held on 30th May 2012, 10th August 2012, 9th November, 2012 and14th February, 2013. The meetings are generally held before finalisation of quarterly and annual accounts.
Name of the Members CategoryNo. of Meetings
Held Attended
Mr. Mahesh Kumar Malpani Non-executive independent director 4 4
Mr. Beni Gopal Saraf Non-executive independent director 4 4
Mr. Ramesh Kumar Haritwal Managing Director & CEO 4 4
HIMALAYA GRANITES LIMITED
18
5. Subsidiary CompaniesThe Company does not have any subsidiaries.
6. Remuneration CommitteeComposition:Mr. Pradip Manharlal Domadia, ChairmanMr. Mahesh Kumar Malpani, MemberMr. Beni Gopal Saraf, Member
All the above member directors are Non-executive Independent Directors
Terms of reference:To determine the Company’s policy on the remuneration package for Executive Directors and anycompensation payment.To discuss, approve the remuneration package of Executive Directors.
Meetings and attendance:During 2012-13, one meeting was held on 30th May 2012.
No. of MeetingsName of the Members Category Held Attended
Mr. Pradip Manharlal Domadia Non-executive independent director 1 1
Mr. Beni Gopal Saraf Non-executive independent director 1 1
Mr. Mahesh Kumar Malpani Non-executive independent director 1 1
Remuneration Policy, details of remuneration and other terms of appointment of Directors
In framing the remuneration policy, the committee takes into consideration the remuneration practicesprevailing in the industry and performance of the concerned executives. The remuneration package is asper the provisions of the Companies Act, 1956. No sitting fees are paid to the Executive Directors forattending the Board meetings or committee meetings. The necessary approvals were obtained from theshareholders wherever required.There was no materially relevant pecuniary relationship or transactions of the non-executive directors vis-a‘-vis the company, which may affect the independence of the directors. The Company has not granted anystock option to its directors.
(I) Executive DirectorThe details of remuneration to Executive director for the year ended 31st March, 2013 is as follows andthe same is within the ceiling prescribed within the applicable provisions of the Companies Act, 1956.
Name and designation Service Contract/ Salary Perquisite & otherNotice period* (`̀̀̀̀) allowances (`̀̀̀̀)
Mr. Ramesh Kumar Haritwal, Re-appointed as Managing 14,09,016.00 NILManaging Director & CEO Director & CEO for three years
w.e.f. 01.06.2012
* The appointment may be terminated by either party by giving three month’s notice or salary in lieuthereof or by mutual consent.
19
HIMALAYA GRANITES LIMITED
(II) Non-Executive DirectorsThe details of sitting fees payable to Non-executive Directors for the financial year 2012-13are as follows:
Name Service Contracts/ Sitting Fees No. of Shares heldNotice Period Paid (`̀̀̀̀) in the Company
Mr. Beni Gopal Saraf Retire by rotation 2000/- NIL
Mr. Saurabh Mittal Retire by rotation 1000/- 10000
Mr. Mahesh Kumar Malpani Retire by rotation 2000/- NIL
Mr. Pradip Manharlal Domadia Retire by rotation 1500 700
7. Share Transfer and Investors’ Grievance Committee Composition:
The Share Transfer and Investors Grievance Committee comprise of two Non-executive independent directors.Mr. Beni Gopal Saraf, ChairmanMr. Mahesh Kumar Malpani, MemberMr. Ramesh Kumar Haritwal, Managing Director & CEO of the Company designated as ComplianceOfficer. The Committee deals with matters relating to approval of transfers and transmissions, issue ofduplicate share certificates, split and consolidation of certificates, dematerialization and rematerialisationrequests and monitoring of shareholder complaints.The table gives the number of complaints received, resolved and pending during the year 2012-13.
Number of complaints:
Received Resolved PendingNil Nil Nil
During 2012-13, two meetings were held on 30th May, 2012 and 26th December, 2012 and the attendanceof member Directors was as follows:
Name of the members Category No. of Meetings No. of MeetingsHeld Attended
Mr. Beni Gopal Saraf Non-executive -independent director 2 2
Mr. Mahesh Kumar Malpani Non-executive -independent director 2 2
HIMALAYA GRANITES LIMITED
20
8. General Body Meetingsi. The details of last three Annual General Meeting of the Shareholders are as under:
Financial Year Date of AGM Venue Time
31.03.2012 28.09.2012 Panchalam Village, Melpettai Post, 1:00 P.M.Tindivanam, Tamilnadu – 604 307
31.03.2011 29.09.2011 Panchalam Village, Melpettai Post, 1:00 P.M.Tindivanam, Tamilnadu – 604 307
31.03.2010 30.09.2010 Panchalam Village, Melpettai Post, 1:00 P.M.Tindivanam, Tamilnadu – 604 307
ii. Special Resolutions passed at the last three Annual General Meetings:At the Twenty- fourth Annual General Meeting held on: 28th September, 2012: NILAt the Twenty-third Annual General Meeting held on: 29th September, 2011: NILAt the Twenty- second Annual General Meeting held on 30th September, 2010: NIL
iii. No special resolution was passed through postal ballot during the last year. Also no special resolutionis proposed to be conducted through postal ballot so far.
9. Disclosures
a) The company does not have related party transactions,which may have potential conflict with theinterest of the company at large. Further, the statutory disclosure requirements relating to relatedparty transactions have been complied with the Annual Accounts.
b) The financial statements have been made in accordance with the accounting standards so as torepresent a true and fair view of the state of affairs of the company.
c) The company laid down procedures to inform Board members about the risk assessment andminimization procedures, which are periodically reviewed.
d) No penalties or strictures have been imposed on the company by the stock exchange or SEBI, or anystatutory authority on any matter related to the capital market during the last three years.
e) The company complied with all the mandatory requirements as prescribed except that the companyhas not filled up the vacancy caused by resignation of the Chief Financial Officer during 2010-11as required by Clause 49(II)(D)(12A) as stipulated in the Listing Agreement and made considerableprogress towards adopting the non-mandatory requirements. The Company does not have awhistleblower policy.However, no person has been denied access to the Audit Committee.
f) In addition to Directors report, a Management Discussion and Analysis Report form part of theAnnual Report to the shareholders. All Key Managerial Personnel and Senior Management haveconfirmed that they do not have any material, financial and commercial interest in transactions withthe Company that may have a potential conflict with the interest of the Company at large.
10. Adoption of non-mandatory requirements
The Company has complied with the non-mandatory requirements of Clause 49 of the Listing Agreementwith regards to constitution of Remuneration Committee.
21
HIMALAYA GRANITES LIMITED
11. Means of Communication
The quarterly/half yearly/annual financial results of the company are sent to the Stock Exchangeimmediately after they are approved by the Board of Directors. These are also published in the prescribedperforma within 48 hours of the conclusion of the meeting of the Board in which they are considered inEnglish Newspaper circulating in the whole or substantially the whole of India, and in one vernacularnewspaper of the state where the registered office of the Company is situated. In addition, these resultsare simultaneously posted on Company’s website www.hgl.co.in
Details about the means of communication:
Recommendation Compliance
Quarterly/Annual results Published in leading newspapers
Newspapers wherein results are Business Standard/Financial Express (English daily) andnormally published Dinamalar/MalaiMurasu/Tamil Sudar/ MakkalKural(Tamil
daily).
Any website, where displayed www.hgl.co.in
Whether it also displays official news No specific presentation was made to analysts duringreleases and presentation made to the year.Institutional Investors and analysts.
General Shareholder information
i. Date, time & venue of the Friday, 27th September, 2013 At 1:00 P.M at the Registered OfficeAnnual General Meeting of the Company at Panchalam Village, Melpettai Post,
Tindivanam, Tamilnadu-604 307
ii. Financial Year Financial year of the company is from 1st April to 31st March. Publicationof results for the financial year 2013-14 (tentative and subject tochange) First quarter results: On or before 14th August, 2013; Secondquarter and half year results: On or before 14th November, 2013;Third quarter results: On or before 14th February, 2014; Fourth quarterresults and results for the year ending 31st March, 2014: On or before30th May, 2014.
iii. Book Closure Period From 24th September, 2013 to 27th September, 2013 (both daysinclusive)
iv. Listing of equity shares BSE Limited (BSE)Floor 25, P. J. Towers, Dalal Street, Fort,at stock exchange Mumbai-400 001
v. Stock code BSE:513723
HIMALAYA GRANITES LIMITED
22
vi. Market price data for the financial year 2012-13.
Month At BSEHigh (`̀̀̀̀) Low (`̀̀̀̀)
April 2012 19.65 18.00May 2012 29.85 18.90June 2012 40.50 28.85July 2012 35.20 35.20August 2012 35.20 30.25September 2012 35.70 32.40October 2012 36.45 32.30November 2012 38.25 33.15December 2012 Not Available* Not Available*January 2013 Not Available* Not Available*February 2013 33.90 32.00March 2013 33.70 33.50
* There was no trading of the shares of the Company at Stock Exchange during December 2012 andJanuary 2013.vii. E-mail ID for Investors: [email protected]. Corporate Identity Number (CIN):L13206TN1987PLC015161ix. Performance of the company’s Share on BSE
Note: The closing price of the shares for November, 2012 is taken in the graph for December 2012 andJanuary, 2013 as there was no trading of shares of the Company at the Stock Exchange during December,2012 and January, 2013.
HIMALAYA HIGH Vs. SENSEX HIGH
23
HIMALAYA GRANITES LIMITED
x. Registrars& Share Transfer Agents M/s. S. K. Infosolutions Pvt. Ltd., 34/1A, SudhirChatterjee Street, Kolkata – 700 006. Phone:(033) 2219-4815/6797, Fax:(033) 2219-4815
xi. Share Transfer System The Company has a committee of the Board ofDirectors called Share Transfer and Investors’Grievance Committee, which meets as and whenrequired to approve the transfer of shares. Theformalities for transfer of shares in the physical formare completed and the share certificates are dispatchedto the transferee within 15 days of receipt of the transferdocuments, provided the documents are complete andthe shares under transfer are not under dispute.
xii. Distribution of shareholding as on 31 March, 2013
Equity shares held Number of Percent of Number of Percent ofShareholders Shareholders Shares held Shares held
1-500 1141 90.56 141522 4.71
501-1000 61 4.84 52601 1.75
1001-2000 21 1.67 32739 1.08
2001-3000 6 0.47 14557 0.48
3001-4000 1 0.08 3100 0.1
4001-5000 2 0.16 9500 0.32
5001-10000 6 0.48 44392 1.48
10001-50000 9 0.71 197958 6.59
50001-100000 4 0.32 226147 7.53
100001 & above 9 0.71 2282484 75.96
Total 1260 100.00 3005000 100.00
xiii. Dematerialisation of Shares and Liquidity The Company’s equity shares are tradablecompulsorily in electronic form and are available fortrading in the depository systems of both NationalSecurities Depository Ltd.(NSDL) and CentralDepository Services (India) Ltd. (CDSL). TheInternational Securities Identification Number (ISIN) ofthe Company, as allotted by NSDL and CDSL isINE464C01016. Nearly 97.10% of total equity shareshave been dematerialized as on 31st March, 2013.
HIMALAYA GRANITES LIMITED
24
xiv. Outstanding ADRs/GDRs: Not Applicable
xv. Plant Location : Panchalam VillageMelpettai PostTindivanam-604 307
xvi. Address for correspondence:
M/s. S.K. Infosolutions Pvt. Ltd.34/1A, Sudhir Chatterjee StreetKolkata – 700 006Phone:(033)2219-4815/6797Fax:(033) 2219-4815Contact Person: Mr. Dilip Bhattacharya, DirectorEmail: [email protected]
On behalf of the Board of Directors For Himalaya Granites Limited
Saurabh MittalNon-executive Chairman
Place : KolkataDated : 30th May, 2013
25
HIMALAYA GRANITES LIMITED
DECLERATION BY THE MANAGING DIRECTOR AND CEO UNDER CLAUSE49 OF THE LISTING AGREEMENT REGARDING COMPLIANCE WITH
CODE OF CONDUCT
To
The Members of
Himalaya Granites Limited
In accordance with Clause 49(I)(D) of the Listing Agreement with the Stock Exchanges, I hereby confirm
that, all the Directors and Senior Management Personnel of the Company have affirmed compliance with
the Code of Conduct, as applicable to them, for the financial year ended on 31st March, 2013.
Ramesh Kumar HaritwalManaging Director & CEO
Place : KolkataDated : 30th May, 2013
HIMALAYA GRANITES LIMITED
26
A U D I T O R S’ C E R T I F I C A T E
To
The Members of
Himalaya Granites Limited
We have examined the compliance of Corporate Governance by Himalaya Granites Limited for the year
ended 31st March, 2013, as stipulated in Clause 49 of the Listing Agreement of the said company with stock
exchanges.
The compliance of conditions of corporate governance is the responsibility of the management. Our
examination was limited to procedures and implementation thereof, adopted by the Company for ensuring
the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of
opinion on the financial statements of the Company.
We certify that the Company has complied with the conditions of Corporate Governance except that the
Company has not filled up the vacancy caused by resignation of the Chief Financial Officer during the
year 2010-11 as required by Clause 49(II)(D)(12A) as stipulated in the above-mentioned Listing
Agreement.
We further state that such compliance is neither an assurance as to future viability of the Company nor the
efficiency or effectiveness with which the management has conducted the affairs of the Company.
Place : KolkataDated : 30th May 2013
27
HIMALAYA GRANITES LIMITED
CERTIFICATIONBY CHIEF EXECUTIVE OFFICER PURSUANT
TO CLAUSE 49 OF THE LISTING AGREEMENT
ToThe Board of DirectorsHimalaya Granites Limited
(a) I have reviewed the financial statements and the cash flow statement for the financial year ended on31st March, 2013 and that to the best of my knowledge and belief:
i. These statements do not contain any materially untrue statement or omit any material fact orcontain statements that might be misleading;
ii. These statements together present a true and fair view of the Company’s affairs and are incompliance with existing accounting standards, applicable laws and regulations.
(b) There are, to the best of my knowledge and belief, no transactions entered into by the Companyduring the year which are fraudulent, illegal or violative of the Company’s code of conduct.
(c) I accept responsibility for establishing and maintaining internal controls for financial reporting andthat I have evaluated the effectiveness of internal control systems of the Company pertaining tofinancial reporting and I have disclosed to the Auditors and the Audit Committee, deficiencies in thedesign or operation of such internal controls, if any, of which I am aware and the steps I have taken orpropose to take to rectify these deficiencies.
(d) I have indicated to the Auditors and the Audit Committee that there are no
i. significant changes in internal control over financial reporting during the year;
ii. significant changes in accounting policies during the year; and
iii. instances of significant fraud of which I have become aware and the involvement therein of themanagement or an employee having a significant role in the Company’s internal control systemover financial reporting.
Ramesh Kumar HaritwalManaging Director & CEO
Place: KolkataDate: 30th May, 2013
Note: This certificate is given by the Managing Director & CEO, who is also heading the financefunction of the Company, as there is no Chief Financial Officer in the Company.
HIMALAYA GRANITES LIMITED
28
INDEPENDENT AUDITORS’ REPORTTO THE MEMBERS OF HIMALAYA GRANITES LIMITED
We have audited the accompanying financial statements of M/s. HIMALAYA GRANITES LIMITED(“the Company”), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit andLoss and Cash Flow Statement for the year then ended, and a summary of significant accounting policiesand other explanatory information.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial statements that give a true and fair viewof the financial position, financial performance and cash flow of the Company in accordance with theaccounting principles generally accepted in India including Accounting Standards referred to in sub-section(3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design,implementation and maintenance of internal control relevant to the preparation and presentation of thefinancial statements that give a true and fair view and are free from material misstatement, whether due tofraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conductedour audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants ofIndia. Those Standards require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in thefinancial statements. The procedures selected depend on the auditor’s judgment, including the assessmentof the risks of material misstatement of the financial statements, whether due to fraud or error. In makingthose risk assessments, the auditor considers internal control relevant to the Company’s preparation andfair presentation of the financial statements in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of the accounting estimates made by management, as well as evaluating the overallpresentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaidfinancial statements give the information required by the Act in the manner so required and give a true and
29
HIMALAYA GRANITES LIMITED
fair view in conformity with the accounting principles generally accepted in India :
a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;
b) in the case of Statement of Profit and Loss, of the profit of the Company for the year ended on that date;and
c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
(1) As required by the Companies (Auditors’ Report) Order, 2003 (“the Order”) issued by the CentralGovernment of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure astatement on the matters specified in paragraphs 4 and 5 of the Order.
(2) As required by section 227(3) of the Act, we report that:
(a) We have obtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purposes of our audit;
(b) In our opinion, proper books of account, as required by law have been kept by the Company so faras appears from our examination of those books and proper returns adequate for the purposesof our audit have been received from branches not visited by us.
(c) The Balance Sheet and the Statement of Profit and Loss, and the Cash Flow Statement dealt within this Report are in agreement with the books of account and with the returns received frombranches not visited by us.
(d) In our opinion, Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement complywith the Accounting Standards referred to in Sub-section (3C) of Section 211 of the CompaniesAct, 1956.
(e) On the basis of the written representations received from the directors as on March 31, 2013,taken on record by Board of Directors, none of the directors is disqualified as on 31st March, 2013,from being appointed as directors in terms of clause (g) of sub section (1) of section 274 of theCompanies Act, 1956.
Place : KolkataDate : 30th May, 2013
For D. DHANDARIA & COMPANYChartered Accountants
ICAI Firm Reg. No. 306147E
(Naveen Kumar Dhandaria)Partner
Membership No. 061127
HIMALAYA GRANITES LIMITED
30
ANNEXURE TO INDEPENDENT AUDITORS’ REPORTReferred to in Paragraph 1 under the heading of “Report on Other Legal and Regulatory Requirements”
1. In respect of its Fixed Assets :
(a) The Company has maintained proper records showing full particulars including quantitativedetails and situation of fixed assets on the basis of available information.
(b) A substantial portion of the fixed assets have been physically verified by the management duringthe year and there is a regular programme of verification which, in our opinion, is reasonablehaving regard to the size of the Company and the nature of its assets. No material discrepancieswere noticed on such verification.
(c) As the company has not disposed off any major part of the fixed assets, the going concern statusof the company is not affected.
2. In respect of its Inventories :
(a) As explained to us, the inventory has been physically verified during the year by the managementat reasonable intervals.
(b) In our opinion and according to the information and explanations given to us, the procedures ofphysical verification of inventories followed by the management are reasonable and adequate inrelation to the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations given to us, the Company hasmaintained proper records of its inventory and no material discrepancies were noticed on physicalverification of inventories as compared to the book records.
3. (a) As informed to us, the Company has not granted any loans, secured and unsecured, to companies,firms or other parties covered in the register maintained under Section 301 of the Companies Act,1956 and as such clauses 4 (iii)(a) to (iii)(d) of the Companies (Auditor’s Report) Order, 2003 (asamended) are not applicable to the Company.
(b) As informed to us, the Company has not taken any loans, secured or unsecured from companies,firms or other parties covered in the registered maintained under section 301 of the Act and assuch clauses 4 (iii)(e) to (iii)(g) of the Companies (Auditor’s Report) Order, 2003 (as amended)are not applicable to the Company.
4. In our opinion and according to the information and explanations given to us, there are adequateinternal control systems commensurate with the size of the Company and the nature of its businessfor the purchase of inventory and fixed assets and for the sale of goods and services. During the
31
HIMALAYA GRANITES LIMITED
course of our audit, we have not observed any continuing failure to correct major weaknesses in
internal control system;
5. In respect of the contracts or arrangements referred to in section 301 of the Companies Act, 1956 :
(a) According to the information and explanations given to us, we are of the opinion that the particulars
of contracts or arrangements referred to in section 301 of the Act have been entered in the register
required to be maintained under that section; and
(b) In our opinion and according to the information and explanations given to us, the transactions
made in pursuance of such contracts or arrangements have been made at prices which are
reasonable having regard to prevailing market prices at the relevant time.
6. The Company has not accepted any deposits from the public during the year. Therefore, the provisions
of clause (vi) of paragraph 4 of the order are not applicable to the company.
7. In our opinion, the Company has an internal audit system commensurate with the size and nature of
its business.
8. In respect of the Company, no cost records have been prescribed by the Central Government under
section 209 (1) (d) of the Companies Act, 1956.
9. According to the information and explanation given to us in respect of statutory and other dues:
(a) The Company has generally been regular in depositing with appropriate authorities undisputed
statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’
State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess
and Other Material Statutory Dues applicable to it.
Further, since the Central Government has till date not prescribed the amount of cess payable
under section 441A of the Companies Act, 1956, we are not in a position to comment upon the
regularity or otherwise of the Company in depositing the same.
(b) According to information and explanations given to us, no undisputed amount payable in respect
of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income
Tax, Wealth Tax, Service Tax, Sales Tax, Custom Duty, Excise Duty, Cess and Other Undisputed
Statutory Dues were outstanding at the year end, for a period of more than six months from the
date they become payable.
(c) According to information and explanations given to us, the following disputed amounts have not
been deposited by the Company:
HIMALAYA GRANITES LIMITED
32
Statement of Disputed Dues
Name of the Statute Nature of the Dues Amount (`̀̀̀̀)Period to which Forum wherethe amount relates dispute is(Financial Year) pending
Income Tax Act 1961 Income Tax, Surcharge, 22,46,480 2001-2002 CommissionerEducation Cess and (Appeals) C-III,Interest Kolkata
Income Tax Act 1961 Income Tax, Surcharge, 21,47,537 2002-2003 CommissionerEducation Cess and (Appeals) C-III,Interest Kolkata
Income Tax Act 1961 Income Tax, Surcharge, 32,43,128 2005-2006 CommissionerEducation Cess and (Appeals) C-III,Interest Kolkata
10. The Company has accumulated losses at the year-end but has not incurred cash losses during the
financial year covered by our audit, however, the Company has incurred cash losses during the
immediately preceding financial year.
11. As the Company has not borrowed any funds from the Financial Institutions or Banks or Debenture
Holders, the provision of the clause 4 (xi) of the Companies (Auditor’s Report) Order, 2003 (as amended)
are not applicable to the Company.
12. The Company has not granted loans and advances on the basis of security by way of pledge of shares,
debentures and other securities.
13. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the
provisions of clause 4(xiii) of the Companies (Auditor’s Report) Order, 2003 (as amended) are not
applicable to the Company.
14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other
investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor’s Report) Order,
2003 (as amended) are not applicable to the Company.
15. According to information and explanations given to us, the Company has not given guarantees for
loans taken by others from banks or financial institutions.
16. According to information and explanations given to us, no term loans were taken by the Company
during the year.
33
HIMALAYA GRANITES LIMITED
Place : KolkataDated : 30th May, 2013
For D. DHANDARIA & COMPANYChartered Accountants
ICAI Firm Reg. No. 306147E
(Naveen Kumar Dhandaria)Partner
Membership No. 061127
17. According to the information and explanations given to us and on overall examination of the balance
sheet of the Company, we report that no funds have been raised on short-term basis.
18. According to the information and explanations given to us, the Company has not made any preferential
allotment of shares to parties and companies covered in the register maintained under Section 301 of
the Act during the year and hence the question of disclosure and verification of end use of such money
does not arise.
19. According to the information and explanations given to us, the Company has not issued any debentures.
20. The Company has not raised money by public issue during the year and hence the question of
disclosure and verification of end use of such money does not arise.
21. According to the information and explanations given to us, no fraud on or by the Company has been
noticed or reported during the course of our audit.
HIMALAYA GRANITES LIMITED
34
BALANCE SHEET AS AT 31ST MARCH, 2013AS AT 31ST AS AT 31ST
MARCH, 2013 MARCH, 2012EQUITY AND LIABILITIES : NOTE NO. `̀̀̀̀ `̀̀̀̀ `̀̀̀̀ `̀̀̀̀
Shareholders’ Funds :Share Capital 1 30050000 30050000Reserves & Surplus 2 68033334 64591367
98083334 94641367Non-current Liabilities :
Deferred Tax Liabilities (Net) 3 3235881 4336298Long Term Provisions 4 243029 187206
Current Libilities :Trade Payables 5 1359543 1498641Other Current Libailities 6 771464 759345
T O T A L : 103693251 101422857
ASSETS :
Non-Current Assets :Fixed Assets :
Tangible Assets 7 33798960 38691373
Current Assets : Inventories 8 940466 1335176Trade Receivables 9 10548029 10489101Cash & Bank Balances 10 7225345 8972350Short Term Loans & Advances 11 51180451 41934857
69894291 62731484T O T A L : 103693251 101422857
Significant Accounting PoliciesNotes on Financial Statements 1 to 22
AS PER OUR ANNEXED REPORT OF EVEN DATE
Saurabh Mittal Non-Executive Chairman
Ramesh Kumar HaritwalManaging Director & CEO
Place : KolkataDated : 30th May, 2013
For D. DHANDARIA & COMPANYChartered Accountants
ICAI Firm Reg. No. 306147E
(Naveen Kumar Dhandaria)Partner
Membership No. 061127
35
HIMALAYA GRANITES LIMITED
STATEMENT OF PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2013
FOR THE YEAR ENDED31ST MARCH, 2013 31ST MARCH, 2012
NOTE NO. `̀̀̀̀ `̀̀̀̀ `̀̀̀̀ `̀̀̀̀
INCOME :
Revenue Form Operations 12 251550 315429Other Income 13 11915436 5692134Total Revenue 12166986 6007563
EXPENDITURE :Changes in Inventories of Finished Goods, Stock in Process and Stock in Trade 14 394710 377404Employees Benefits Expense 15 2248041 2814234Depreciation and Amortization Expense 2433130 2828652Other Expenses 16 4749555 2957026
Total Expenditure 9825436 8977316
Profit/(Loss) Before Tax 2341550 (2969753)
Tax ExpenseCurrent Tax 21 – –Release of Deferred Tax 1100417 1047785
1100417 1047785Profit/(Loss) for the Year 3441967 (1921968)
Earnings per Equity Share offace value of `̀̀̀̀ 10 each 22 Basic & Diluted (in `) 1.15 (0.64)
Significant Accounting PoliciesNotes on Financial Statements 1 to 22
AS PER OUR ANNEXED REPORT OF EVEN DATE.
Saurabh Mittal Non-Executive Chairman
Ramesh Kumar HaritwalManaging Director & CEO
Place : KolkataDated : 30th May, 2013
For D. DHANDARIA & COMPANYChartered Accountants
ICAI Firm Reg. No. 306147E
(Naveen Kumar Dhandaria)Partner
Membership No. 061127
HIMALAYA GRANITES LIMITED
36
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013
`̀̀̀̀ `̀̀̀̀ `̀̀̀̀ `̀̀̀̀
FOR THE YEAR ENDED FOR THE YEAR ENDED31ST MARCH, 2013 31ST MARCH, 2012
A. CASH FLOW ARISING FROM OPERATING ACTIVITIES:
Net Profit before Tax and Extraordinary items 2341550 (2969753)
Add: a) Depreciation 2433130 2828652
b) Loss on Sale of Fixed Assets 1550803 –
c) Gratuity 55823 389530
4039756 3218182
6381306 248429
Less: a) Interest Income 3185120 642733
b) Profit on Sale of Fixed Assets – 3185120 847675 1490408
Operating Profit before Working Capital Changes 3196186 (1241979)
Less: a) Increase in Trade and Other Receivables 9304522 15332809
b) Decrease in Inventories (394710) (377404)
c) Decrease in Trade Payables 126979 9036791 (460881) 14494524
Cash Inflow (+)/Outflow (-) from Operations (5840605) (15736503)
Less: a) Gratuity Paid – 810140
Net Cash Inflow (+)/Outflow (-) in course of Operating Activities (5840605) (16546643)
B. CASH FLOW ARISING FROM INVESTING ACTIVITIES:
INFLOW
a) Sale of Fixed Assets 908480 3103866
b) Sale of Investments – 17000000
c) Interest Receied 3185120 4093600 642733 20746599
Net Cash Inflow (+) / Outflow (-) in course of Investing Activities 4093600 20746599
37
HIMALAYA GRANITES LIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013
`̀̀̀̀ `̀̀̀̀ `̀̀̀̀ `̀̀̀̀
FOR THE YEAR ENDED FOR THE YEAR ENDED31ST MARCH, 2013 31ST MARCH, 2012
Saurabh Mittal Non-Executive Chairman
Ramesh Kumar HaritwalManaging Director & CEO
Place : KolkataDated : 30th May, 2013
For D. DHANDARIA & COMPANYChartered Accountants
ICAI Firm Reg. No. 306147E
(Naveen Kumar Dhandaria)Partner
Membership No. 061127
C. CASH FLOW ARISING FROM FINANCING ACTIVITIES:
INFLOW
a) Borrowings – (265489)
– (265489)
Net Cash Outflow/(Inflow ) in course of Financing Activities – 265489
Net Increase/ (Decrease) in Cash/Cash Equivalents (A+B+C) (1747005) 3934467
ADD : Balance at the begining of the year 8972350 5037883
Cash / Cash Equivalents at the close of the Year 7225345 8972350
AS PER OUR ANNEXED REPORT OF EVEN DATE.
HIMALAYA GRANITES LIMITED
38
SIGNIFICANT ACCOUNTING POLICIES
1. ACCOUNTING CONCEPTS & BASIS OF PRESENTATION
i. Basis of preparation of Financial Statements :The financial statements are prepared in accordance with Generally Accepted Accounting Principles(GAAP) under the historical cost convention on the accrual basis, except for certain fixed assetswhich are revalued. GAAP comprises mandatory accounting standards as specified in theCompany (Accounting Standards) Rules 2006, the provisions of the Companies Act, 1956 andguidelines issued by the Securities and Exchange Board of India. Accounting policies have beenconsistently applied except where a newly issued accounting standard is initially adopted or arevision to an existing accounting standard requires a change in the accounting policy hitherto inuse. The management evaluates all recently issued or revised accounting standards on anon-going basis. Where changes are made in presentation, the comparative figures of the previousyear are regrouped and re-arranged accordingly.
ii. Use of Estimates:The preparation of financial statements in conformity with generally accepted accounting principlesrequires management to make estimates and assumptions that affect the reported amounts ofassets and liabilities and disclosure of contingent liabilities at the date of the financial statementsand the results of operations during the reporting period end. Although these estimates arebased upon management’s best knowledge of current events and actions, actual results coulddiffer from these estimates.
iii. Revenue Recognition:a) Revenue from sale of goods and services rendered is recognized from passage of title which
generally concides with delivery of materials and rendering of services to the customers.b) Interest income is recognized from time proportion basis taking into account the amount
outstanding and rate applicable.
iv. Where changes are made in presentation, the comparative figures of the previous year areregrouped accordingly.
v. Figures have been rounded off to the nearest rupee.
2. FIXED ASSETS:Capitalised at acquisition cost including directly attributable costs such as freight, insurance, installationcharges and incidental expenses for bringing the assets to its working condition for use.
3. INVENTORIES:a) Stock of Raw Materials, Consumables, Stores and spare parts and Goods under Process are
valued at cost. Cost represents purchase price and other costs for bringing inventories upto theirpresent location and condition and is generally determined on weighted average basis.
b) Finished goods are valued at lower of cost and net realisable value.
39
HIMALAYA GRANITES LIMITED
4. TAXATION:Income-tax expenses comprises current tax and deferred tax charge or release. The deferred taxcharge or credit is recognised using current tax rates. Where there is unabsorbed depreciation orcarry forward losses, deferred tax assets are recognised only if there is virtual certainty of realisationof such assets based on expected future profits. Other deferred tax assets are recognised only to theextent there is reasonable certainty of realisation in future. Such assets are reviewed as at eachBalance Sheet date to reassess realisation.
5. FOREIGN CURRENCY TRANSACTIONS:
a) Transactions denominated in foreign currencies are normally recorded at the exchange ratesprevailing at the time of the transactions.
b) In conformity with revised Accounting Standard (AS – 11), issued by the Institute of CharteredAccountants of India (ICAI), monetary items denominated in foreign currencies at the year endand not covered by forward exchange contracts are translated at year end rates and those coveredby forward exchange contracts are translated at the rate ruling at the date of transaction asincreased or decreased by the difference between the forward rate and exchange rate on the dateof transaction, such difference having been amortised over the life of the contract.
c) Non-monetary items carried at historical cost are reported using the rate at the date of transaction.d) Other non-monetary items are carried at fair value, are reported using the rate that existed when
the fair values were determined.
6. CONTINGENT LIABILITIES :Contingent Liabilities are not provided for but are disclosed by way of Notes on Accounts.
7. VAT, SERVICE TAX & EDUCATION CESSVarious expenses are accounted for after deducting the refunds receivable in respect of VAT, ServiceTax & Education cess.
8. DEPRECIATION:
a) Depreciation on Fixed Assets is provided for on straight line method in accordance with andgenerally at the rates specified in Schedule XIV to the Companies Act, 1956.
b) Depreciation in respect of additions to assets has been charged on pro rata basis with referenceto the period of use of such assets. The provision for depreciation for multiple shifts has beenmade on the basis of the actual utilisation of respective eligible assets.
9. EMPLOYEE BENEFITS:
a) Short-term employee benefits are recognised as an expense at the undiscounted amount in theStatement of Profit and Loss for the year in which the related service is rendered.
b) Post Employment and other long term employee benefits are charged off in the year in which theemployee has rendered services. The amount charged off is recognised at the present value ofthe amounts payable determined using actuarial valuation techniques. Actuarial gains and lossesin respect of past employment and other long term benefits are charged to the Statement of Profitand Loss.
HIMALAYA GRANITES LIMITED
40
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013
AS AT 31ST MARCH, 2013 AS AT 31ST MARCH, 2012`̀̀̀̀ `̀̀̀̀
Number Number1. SHARE CAPITAL :
1.1 AuthorisedEquity Shares of ` 10 each 4000000 40000000 4000000 40000000
1.2 Issued, Subscribed And Fully Paid up :Equity Shares of ` 10 each 3005000 30050000 3005000 30050000
1.3 There is no change in number of shares outstandingand so, no reconciliation is given
1.4 Name of The Shareholders holding more than 5% SharesNumber % Number %
Equity Shares Rajesh Mittal 621250 20.67% 621250 20.67% Greenply Industries Ltd. 380583 12.66% 380583 12.66% S.M.Management Pvt. Ltd. 214117 7.13% 214117 7.13% Saurabh Mittal & Shobhan Mittal on Behalf of Trade Combines, Partnership Firm 312400 10.40% 312400 10.40% Anirudha Bubna Trust 398091 13.25% 398091 13.25%
2. RESERVES & SURPLUS :Capital Reserve As per last Balance Sheet 1500000 1500000
Securities Premium Account As per last Balance Sheet 20000000 20000000
General Reserve As per last Balance Sheet 63094248 63094248
Surplus Loss as per last Balance Sheet (20002881) (18080913) Add/(Less) : Profit/(Loss) for the year 3441967 (16560914) (1921968) (20002881)
TOTAL 68033334 64591367
41
HIMALAYA GRANITES LIMITED
AS AT 31ST MARCH, 2013 AS AT 31ST MARCH, 2012`̀̀̀̀ `̀̀̀̀
3. DEFERRED TAX LIABILITIES (NET)
Deferred Tax Liabilities
Depreciation 3310977 4397037
Deferred Tax Assets
Provision for Gratuity / Others 75096 60739
Deferred Tax Liabilities (Net) 3235881 4336298
4. LONG TERM PROVISIONS :
Provisions for Employee Benefits (unfunded)
For Gratuity 243029 187206
5. TRADE PAYABLES :
Sundry Creditors for Goods , Expenses etc 1359543 1498641
6. OTHER CURRENT LIABILITIES :
Unclaimed Dividends 102025 139400
For Expenses 589278 525549
Statutory Dues 80161 94396
Total 771464 759345
6.1 Amount due and outstanding to be credited to the Investor Education and Protection Fund Nil (Previous
Year Nil)
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013
HIMALAYA GRANITES LIMITED
42
NO
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9
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3371
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6738
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6195
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1303
3495
2843
604
2219
7510
5973
2959
606
1007
3889
1077
5964
Plan
t & E
quipm
ents
4065
5347
–50
3458
535
6207
6232
4672
2472
2711
4498
327
2869
1608
6929
154
8188
123
Vehi
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4884
493
–39
4344
994
1044
3249
573
2653
2729
5083
656
4064
3769
8016
3492
0
Elec
trica
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2782
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8252
1738
9413
217
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7111
9114
110
4358
Furn
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itting
s32
8086
4
–
–
3280
864
2696
840
6288
6
–
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726
5211
3858
4024
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2196
220
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–
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Prev
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otal
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8628
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6913
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K
43
HIMALAYA GRANITES LIMITED
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013
AS AT 31ST MARCH, 2013 AS AT 31ST MARCH, 2012`̀̀̀̀ `̀̀̀̀
8. INVENTORIES :
Consumables (at cost) 102893 102893Finished Goods (lower of cost or net realisable value) 402304 402304Stock in Process (at cost) 435269 829979
940466 1335176
9. TRADE RECEIVABLES
9.1 Outstanding for a period exceedingsix months from due date 10548029 10489101
9.2 Secured, considered good – –Unsecured, considered good 10548029 10489101
Total 10548029 10489101
10. CASH & BANK BALANCES :
10.1. Cash & Cash EquivalentsBalances with Banks 1167830 3306265Balances with Banks - unpaid dividend 102025 139400Cash in Hand 4037745 4016624
5307600 746228910.2. Other Bank Balances
Term Deposits with BanksMaturity within 12 months 1917745 1510061
Total 7225345 8972350
11. SHORT TERM LOANS & ADVANCESUnsecured, Considered goodAdvances to Staff & workers 297663 844663Advances against Purchases 4644553 5671162Other Receivables 36759639 25946767Prepaid expenses 696175 1209400Security Deposits 647303 671583Advance Payment of Income Tax (Less Provision) 8135118 7397321Service Tax Refund Receivable – 193961
Total 51180451 41934857
HIMALAYA GRANITES LIMITED
44
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013
FOR THE YEAR ENDED FOR THE YEAR ENDED31ST MARCH, 2013 31ST MARCH, 2012
`̀̀̀̀ `̀̀̀̀12. REVENUE FROM OPERATIONS :
Sale of Products 251550 315429
13. OTHER INCOME :Interest Received 3185120 642733Rent Received 4200000 4200000Maturity proceeds of Keyman Insuarance Policy 4530316 –Miscellaneous income – 1726Profit on Sale of Fixed Assets – 847675
11915436 5692134
14. CHANGES IN INVENTORIES OF FINISHED GOODS,STOCK IN PROCESS AND STOCK IN TRADE
OPENING STOCKFinished Goods 402304 402304
Goods under Process 829979 12073831232283 1609687
CLOSING STOCK
Finished Goods 402304 402304Goods under Process 435269 829979
837573 1232283
Total 394710 377404
15. EMPLOYEES BENEFITS EXPENSESalary, Wages & Bonus 2024564 2229733Contribution to Provident & Other Funds 130996 150549Employees’ Welfare Expenses 36658 44422Gratuity 55823 389530
2248041 2814234
15.1 DISCLOSURES REGARDING EMPLOYEE BENEFITS
Defined Contribution Plan: Employee benefits in the form of Provident Fund and ESIC areconsidered as defined contribution plan and the contributions to Employees’ Provident FundOrganisation established under The Employees’ Provident Fund and Miscellaneous Provisions
45
HIMALAYA GRANITES LIMITED
Act 1952 and Employees’ State Insurance Act, 1948, respectively, are charged to the Statement ofProfit and Loss of the year when the contributions to the respective funds are due.
Defined Benefit Plan: Retirement benefits in the form of Gratuity are considered as definedbenefit obligations and are provided for on the basis of third party actuarial valuation, using theprojected unit credit method, as at the date of the Balance Sheet. As the Company has not fundedits liability, it has nothing to disclose regarding plan assets and its reconciliation. Defined BenefitObligation at the year end amounted to ` 243029 (previous year ` 187206).
Actuarial assumptions: For the year ended For the year ended31st March, 2013 31st March, 2012
Mortality Table IALM 2006-2008 LIC 1994-1996Discount Rate (per annum) 8.25 8.00Expected rate of return on plan assets (per annum) – –Rate of escalation in salary (per annum) 5 5
The estimates of rate of escalation in salary considered in actuarial valuation, take into accountinflation, seniority, promotion and other relevant factors including supply and demand in theemployment market.
The above information is certified by the actuary.
Para 132 of Accounting Standard 15 (revised 2005) does not require any specific disclosuresexcept where expense resulting from compensated absence is of such size, nature or incidencethat its disclosure is relevant under Accounting Standard 5 or Accounting Standard 18. In theopinion of the management the expense resulting from compensated absence is not significantand hence no disclosures are prepared under various paragraphs of AS 15 (revised 2005).
For the year ended For the year ended31st March, 2013 31st March, 2012
16. OTHER EXPENSES `̀̀̀̀ `̀̀̀̀
Rent 327500 292500Rates & Taxes 157506 147610Insurance Charges 354628 545798Telephone Expenses 55584 59029Travelling Expenses (including Foreign Travel) 16934 111476Vehicle Expenses 92682 268216Security Service Charges 557400 474156Directors’ Sitting Fees 7304 5000Bank Charges 7093 18319Auditors’ Remuneration 164607 102677Loss on Sale of Fixed Assets 241689 –Value of Assets Discarded 1309114 –Miscellaneous Expenses 1457514 932245
4749555 2957026
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013
HIMALAYA GRANITES LIMITED
46
16.1 AUDITORS’ REMUNERATIONStatutory Audit Fees 84270 95506Tax Audit Fees 11236 –Certification Fees 69101 7171
164607 102677
17. CONTINGENT LIABILITIES AND COMMITMENTS
17.1 Contingent liabilitiesa. Disputed Demand of Income Tax in Appeal ` 7637154 (Previous Year ` 7637154)
18. INFORMATION REGARDING MICRO, SMALL AND MEDIUM ENTERPRISESAs at 31st March, 2013, no supplier has intimated the Company about its status as Micro or Smallenterprises or its registration with the appropriate authority under Micro, Small and Medium EnterprisesAct, 2006. So, no disclosure is made. The Company has compiled this information based on thecurrent information in its possession.
19. SEGMENT REPORTING (Under Accounting Standard AS - 17 issued by ICAI)As there is neither more than one business segment nor more than one geographical segment,segment information as per AS - 17 is not required to be disclosed.
20. RELATED PARTY (Under Accounting Standard AS - 18 issued by ICAI)A) List of Related Parties
Parties with whom the Company has entered into transactions during the yearParties where control existsi) Greenply Industries Ltd.ii) Sri Ramesh Kumar Haritwal, Managing Director & CEOiii) Sri Saurabh Mittal, Non - Executive Chairman
Note : Related Party Relationship is as identified by the Company and relied upon by the Auditors.
B) Transactions with Related Parties :
Particulars ControlFOR THE YEAR ENDED
31.03.2013 31.03.2012
`̀̀̀̀ `̀̀̀̀Rent Received 4200000 4200000Managerial Remuneration & meeting fees 1409016 1439016
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013
FOR THE YEAR ENDED FOR THE YEAR ENDED31ST MARCH, 2013 31ST MARCH, 2012
`̀̀̀̀ `̀̀̀̀
47
HIMALAYA GRANITES LIMITED
NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013
21. CURRENT TAX
In view of brought forward losses, provision for income tax is not considered necessary.
22. EARNINGS PER SHARE For the year ended For the year ended31st March, 2013 31st March, 2012
Calculation of weighted average number ofequity shares of ` 10 eachNo of Shares at the beginning of the year 3005000 3005000Total no. of equity shares outstanding at the end of the year 3005000 3005000Weighted average number of equity sharesoutstanding during the year 3005000 3005000Net Profit (after tax, available for equity shareholders) ` 3441967 (1921968)
BASIC & DILUTED EARNINGS PER SHARE ` 1.15 (0.64)
AS PER OUR ANNEXED REPORT OF EVEN DATE.
Saurabh Mittal Non-Executive Chairman
Ramesh Kumar HaritwalManaging Director & CEO
Place : KolkataDated : 30th May, 2013
For D. DHANDARIA & COMPANYChartered Accountants
ICAI Firm Reg. No. 306147E
(Naveen Kumar Dhandaria)Partner
Membership No. 061127
PROXY FORM
I/We............................................................................................................. of............................................ in the district of
.................................................................. being member(s) of HIMALAYA GRANITES LIMITED, hereby appoint
................................................................................................of...............................................................................................
in the District of .....................................or failing him/her ............................................................................................. of
..........................................................in the district of ..............................................................................as my/our proxy
to attend and vote for me / us and on my / our behalf at the 25th Annual General Meeting of the Company to be
held on Friday, 27 September, 2013 and at any adjournment thereof.
Signed this.......................................................................... day of .............................................................................2013.
Full Name..............................................................................................................................................................................
Folio No...........................No. of Share Held.............................
Note :The Proxy must be deposited at the Registered Office of the Company, not less than 48 hours before the timefor holding of the aforesaid meeting.
Applicable for investors holding shares in electronic form.
ATTENDANCE SLIP
AffixOne RupeeRevenue
Stamp
HIMALAYA GRANITES LIMITED
HIMALAYA GRANITES LIMITED
DP.ID
Client ID
Regd. Folio No.
DP.ID
Client ID
Regd. Folio No.
Regd. Office : Panchalam Village, Melpettai Post, Tindivanam,Tamilnadu - 604 307
NAME OF THE MEMBERS NO. OF SHARE(S) HELD
I hereby record my presence at the 25th Annual General Meeting being held at Himalaya GranitesLimited, Panchalam Village, Melpettai Post, Tindivanam, Tamilnadu - 604 307
SIGNATURE OF THE MEMBER OR PROXY
Applicable for investors holding shares in electronic form.
Please complete this Attendance Slip and hand it over at the entrance of the meeting hall.
Regd. Office : Panchalam Village, Melpettai Post, Tindivanam,Tamilnadu - 604 307