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Place : MumbaiDated : 29 May, 2013th

GARNET CONSTRUCTION LIMITED ANNUAL REPORT

NOTICE

Notice is hereby given that the 21 Annual General Meeting of the Members of GARNET CONSTRUCTIONLIMITED will be held on Monday, the 30 September, 2013 at 10.00 a.m. at Ashish - 1 Banquet, Land MarkBuilding, Link Road,Mid Chowky, Malad ( West), Mumbai - 400 064, to transact the following business :

ORDINARY BUSINESS

1.

2.

3.

4.

SPECIAL BUSINESS

stTo receive, consider and adopt the Audited Balance Sheet as at 31 March, 2013, and the Profit & Loss Account for the year ended on that date and the reports of Directors’ and Auditors’ thereof

To reappoint a Director in the place of Shri Shiromani Chauhan who retires by rotation and being eligibleoffers himself for re-appointment.

To reappoint M/s Shankarlal Jain & Associates, Chartered Accountants, as Statutory Auditor of the Company and to fix their remuneration.

To consider and if thought fit to pass with or without modification, the following resolution as Ordinary Resolution :

“ Resolved that pursuant to Section 257 and other applicable provisions of the Companies Act, 1956 Mrs. Seema Bhattar be and is hereby appointed as Director, who was appointed as an additional director and as such who holds office up to the ensuing annual general meeting.”

By order of the BoardFor Garnet Construction Limited

Kishan Kumar KediaChairman & Managing Director

Regd.Office : 501/531, Laxmi Mall, Laxmi Industrial Estate, New Link Road, Andheri West, Mumbai - 400 053.

NOTES :

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY, IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING.

rd2. The register of Members and the Share Transfer Book will remain closed from 23 September, 2013 to th 30 September, 2013 (both days inclusive) for the purpose of ensuing Annual General Meeting.

3. The annual report containing accounts for the financial year ended March 31, 2013 together with report of Auditors and Directors and the notice of ensuring AGM are available on the company website: www.garnetconstructions.com.

st

th

1


2

Explanatory statement, as requierd under Section 173 (2) of the Companies Act, 1956. ITEM NO. 4

During the year Mrs. Seema Bhattar was appointed as Additional Director in the Board of Directors Meeting and she is having enough knowledge and experience in marketing, the same will help the Company for better marketting of its project. Therefore, it is the interest ofthe Company to appoint her as regular director of the Company. The board recommended theacceptance of the resolution. None of the directors is deemed to be interested or concerned inthe said resolution except Mrs. Seema Bhattar, Director of the Company

By order of the Board

For Garnet Construction Limited


Kishan Kumar Kedia

Chairman & Managing Director

4. Members are requested to :

• Immediately, intimate change of address, if any, to company, quoting reference of registered folio number or client DP ID No.,

• Produce attendance slip at the entrance of meeting hall;• Bring the Annual Report at the entrance of the meeting hall;

5. A member desirous of getting any information on the accounts or operations of the Company is requested to forward his/her queries to the Company at least ten days prior to the meeting so that required information can be made available at the meeting.

6. Green Initiative in the Corporate Governance

The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing the Companies the paperless compliance and the said ministry has issued a circular stating that the service of notice/documents including annual reports can be sent by e-mail to the members.

In order to abide by the circular, the members are the requested to resister their e-mail address, to enable the company to send reports by e-mail. The members holding shares in demat form may register their e-mail address with the respective DPs and the members who holds the shares in physical form are requested to register their e-mail with the Company or Registrar & Share Transfer Agent. This will enable the company to send the annual reports by e-mail.


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Annexure to Notice

Details of Directors seeking appointment / re - appointment at the ensuing Annual General Meeting

1

2

3

4

5

6

Name

Age

Qualification

Nature of Experience

List of other Directorship

held (excluding Pvt. Co.)

Chairman / Member of the

Committee of other

Companies

Shri Shiromani Chauhan

79 Years

Graduate

Mrs. Seema Bhattar

36 Years

Graduate

Over four decade of experience in CorporateAdvisory Services

Nil

Nil

Over 10 years of experiencein Marketing and Administration

Nil

Nil


4

DIRECTORS’REPORTDear Shareholders,

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

FINANCIAL RESULTS(Rs. In Lacs)

2012-2013 2011-2012

Stand-alone

Total Income 2102.13 826.28

Profit before Depreciation, Interest & Tax 397.92 378.74

Depreciation 35.92 32.93

Interest 226.04 198.00

Profit before Tax 135.96 147.81

Provision for Taxation 27.00 16.65

Profit after Tax 108.96 131.16

Share Capital 1390.22 1390.22

Reserves & Surplus 4805.64 4696.69

DIVIDEND

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

OPERATIONAL REVIEW

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

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

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


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MANAGEMENT DISCUSSION AND ANALYSIS

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

FIXED DEPOSITS

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

JOINT VENTURE

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

INTERNAL CONTROL SYSTEM & THEIR ADEQUACY

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

AUDITORS

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

AUDITORS’ REPORT

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

DIRECTORS

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

DIRECTOR RESPONSIBILITY STATEMENT

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

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

ii) Appropriate accounting policies had been selected and applied consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;


6

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

iv) The accounts has been prepared on going concern basis

PARTICULARS OF EMPLOYEES

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

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

FOREIGN EXCHANGE EARNING AND OUTGO

During the year under review, the Company has incurred foreign expenses of Rs. 8.29 lacs towards travelling and subscription.

DELISTING OF SECURITIES FROM JAIPUR STOCK EXCHANGE

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

LISTING FEES

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

CUSTODIAN CHARGES

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

ACKNOWLEDGMENT

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


By order of the Board


Kishan Kumar Kedia



7

ANNEXURE TO DIRECTOR’S REPORT

REPORT ON CORPORATE GOVERNANCE

1. Corporate Philosophy

Your Company believes that good corporate governance is essential to achieve long term goals and also to enhance the shareholders value. The Company is engaged in construction activity and rendering good quality of industrial as well as residentail construction at khopoli to strive for continues improvement in all other areas to create value that can sustain over a long term for all its shareholders, employees, customers, government and others.

Your Company cofirms the compliance of corporate governance, in all material aspects, with the revised clause 49 of the listing agreement, the details of which are given below:

2. Board of Directors :

A. Composition of the Board

The Board of your Company consists of Executive Chairman and eminent person with considerable professional experience form varied disciplines. The present strength of the company as on March 31, 2013 is six directors. Fifty percent of the Board consists of non executive independend director.

B. Board Meeting and procedure

The Board of Directors of your Company met eleven times during the year on 26.04.2012, 26.07.2012, 13.08.2012, 03.09.2012, 16.10.2012, 29.10.2012, 30.10.2012, 05.11.2012, 30.11.2012, 29.01.2013 and 25.03.2013. The details pertaining to the name and category of Directors on the Board, their attendance at the Board Meetings held during the financial year 2012-13 and at the last Annual General Meeting of the Company and the no. of Directorship on the Board or membership/chairemanship in committee held by them across all the Companies are as under :

Composition of the Board, attendance record, membership of Board Committees

Name Category AttendanceNo. of OtherDirectorship $

Commitee(as on March 31, 2013)

Mr. Kishan Kumar Kedia Executive Non Independent 11 -

-

-

-

-

-

-

Y

Y

Y

N

Y

N

N

-

-

-

-

-

-

-

-

-

-

-

-

-

-

11

11

7

8

4

3

Executive Non Independent

Executive Non Independent

Non Executive Non Independent




Mr. Arun Kedia

Mr. Sanjay Kedia

Mr. Shriromani Chauhan

Mr. Santosh Ginoria

Mr. Anil Patel*

Mrs. Seema Bhattar**

BoardMeeting

LastAGM

MemberShip

ChairmanShip

*Resigned w.e.f. 05.11.2012

**Appointed w.e.f. 05.11.2012

$ Directorship not included in Private Limited Company.


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3. Audit Committee : Terms of Reference

The terms of reference of this committee are wide enough covering the matters specified for Audit Committee under Clause 49 of the Listing Agreement as amended.

• Overseeing of the Company’s financial reporting process and disclosure of financial information.

• Review of quarterly financial statement ensuring compliances with regulatory guidelines before submission to the Board.

• Recommended appointment, removal of statutory auditors and payment of fees to them.

• Preparation of various financial statement for better fund planning.

• Assistance in meeting financial requirement of the Company.

• Statement of significant related party transactions.

Meeting and Attendance

The Audit committee comprises of three members and all are independent Directors, to exercise powers and discharge function as stipulated in section 292A of the Companies Act, 1956. During the year four meeting were head on 26.04.2012, 26.07.2012, 29.10.2012 & 29.01.2013 and all the members attended the meeting. The role and terms of reference of the audit committee covers the matters specified for audit committees under clause 49 of the listing agreement and provisions of Companies Act, 1956.

The Composition of Audit Committee is as under :

4. Remuneration Committee

Non- Executive Directors were neither paid any remuneration nor sitting fees. The Company has no stock Option Scheme for any of its Directors. In view of above, the Board has not felt the need for a separate remuneration commitee.

Details of managerial remuneration paid to its Directors are as under : Salary : Rs. 55,20,000Commission : - Other Perquisite : - Total : Rs. 55,20,000

Sr. No. Name of the Members

Shiromani Chauhan

Santosh Ginoria

Seema Bhattar**

Anil Patel*

Chairman

Member

Member

Member

Non-Executive & Independent




1

2

3

4

Status Director Status

*Resigned w.e.f . 05.11.2012 **Appointed w.e.f. 05.11.2012


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5. Shareholders / Investors Grievance Committee

The Board has constituted a share transfer committee consisting of

Mr. Arun Kedia is designated as Compliance Officer as on 31 March, 2013.

Terms of Reference : • To look into the redressing of Shareholders and Investors complaints regarding non-receipt of

shares sent for transfer, non-receipt of dividend warrants and Annual Reports etc.• To review the share transfer process and status of transfers pending registration.

During the year, the Company has not received any investor complaints.

6. General Body Meeting

The details of last there Annual General Meeting

Postal Ballot :

• No resolution was passed through postal ballot under the provision of Section 192A of theCompanies Act,1956 and the Companies (Passing of Resolutions by Postal Ballot) Rules, 2011

• At the ensuring Annual General Meeting also, no resolution is proposed to be passed through postal ballot.

• The postal ballot exercise shall be conducted from time to time in terms of the provisions referred in respect of matters where applicable.

7. Disclosures

a. Related Party Transaction

The related party transactions are furnished under the notes to forming part of accounts.

b. Accounting treatment in preparation of financial statement

The company follows the Accounting Standards issued by the Institute of Chartered Accountants of India and in the preparation of the financial statement, the company has not adopted a treatment different from that prescribed by the Accounting Standards.

Sr. No.

Year

Name of the Members

Date

Mr. Kishan Kumar Kedia

Mr. Sanjay Kedia

Mr. Arun Kedia

September 28, 2012

September 29,2011

September 29,2010

Chairman

Member

Member

Ashish Banquet, Malad (West), Mumbai- 400 064



10.00 am

10.00 am

10.00 am

Executive & Non Independent



1

2

3

2012

2011

2010

Status

Venue

Director Status

Time


10

c. Risk Management

Risk assessment and minimization procedures are periodically reviewed by the Internal Finance Committee and the Board of Directors of the company.

d. There were no instances of non-compliance or penalty / strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter related to Capital Markets during the last three years.

e. CEO/CFO Certification

In terms of Clause 49 of Listing Agreement, the Certification by Managing Director and Whole- time Director has been obtained and the said certification has been placed before the Board Members of the Company for perusal.

8. Means of Communication

• Quarterly/Half yearly result are published in English & Marathi newspapers.

• Quarterly, Half Yearly and Annual Financial Results of the Company are sent to the Stock Exchange immediately after they have been approved by the Board. Quarterly and Annual Results are published in the newspaper and also uploaded on company’s website www.garnetcostructions.com

• Management Discussion and Analysis Report form the part of the Annual Report.

9. General Shareholder Information

1) Annual General Meetting :

Day & Date & Time : Monday, 30th September, 2013 at 10.00am.Venue : Ashish Banquet, Malad (West), Mumbai - 400 064

2) Date of Book closure : Monday, 23rd September, 13 to Monday, 30th

September, 13 (both days inclusive. )

3) Dividend payment date : Not applicable since no dividends is recommended by the Board.

4) ISIN No. : INE797D01017

5) Reporting of Un-audited Financial Result : In respect of year 13-14a) First quarter : Last week of July, 13b) Second quarter : Last week of October, 13C) Thirty Quarter : Last week of January ,14d) Fourth quarter : Last week of May, 14e) Annual General Meeting (For 13-14) : By August / September, 14

6) Listing on Stock Exchanges : Bombay Stock Exchanges.During the year Company has received delisting approved from Jaipur Stock Exchange.

7) Stock Code : The Stock Exchange, Mumbai -526727


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8) Market Price Data - High/Low during each month of the financial year 2012-2013 are as follows :

9) Registrar & Share Transfer agent ( RTA) : M/s Link Intime India Pvt. Ltd.(for physical & demat shares) C-13, Panalal Silk Mill Compound,

LBS Marg, Bhandup, Mumbai - 400 078.

10) Share Transfer System : All Valid requests for Share transfer have been processed and noting is pending. Share transfer committee meets as and when required depending upon the volume of transfers . Share Certificates in physical mode are sent as statutorily provided.

11) Distribution of shareholding as on 31.03.2013

12) Shareholding pattern as on 31.03.2013

Month Bombay Stock Exchange Ltd.LowHigh

AprilMay JuneJulyAugustSeptemberOctober NovemberDecemberJanuaryFebruaryMarch

14.1917.9721.0520.0019.8016.2516.3015.9516.2515.6614.4213.00

09.7511.6915.2516.5515.0512.6013.5410.6510.7013.0011.3110.50

Share Holding ofNominal Value

Share Holders

No. In Rs. No. % to Total

Share Amount

0

5001

10001

20001

30001

40001

50001

100001 and Above

5000

10000

20000

30000

40000

50000

100000

5183

460

218

59

27

43

43

66

6099

84.98

7.54

3.58

0.97

0.44

0.70

0.71

1.08

100.00

869846

387546

337025

151934

97398

204630

337254

11516567

13902200

6.26

2.79

2.42

1.09

0.70

1.47

2.43

82.84

100.00Total

Category

Promoters

Private Corporate Bodies

Indian Public

NRIs/ OCBs

Clearing Member

Grand Total

56,78,123

41,83,760

38,90,437

1,29,010

20,870

1,39,02,200

40.84

30.09

27.98

0.93

0.15

100.00

No. Of Shares % of Shares


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13) Shares held by Non- Executive Directors as on 31.03.2013

14) Reconciliation of Share Capital Audit Report :

Secretarial Audit is carried out every quarter and the report thereon were placed before the Board of Directors and submitted to the Stock Exchanges. The audit inter-alia confirms that the total listed and paid -up share capital of the Company is in agreement with the aggregate of the total number of shares in dematerialized form and total number of shares in physical form.

Address for Correspondence :

• Shareholders holding shares in physical Mode are requested to lodge share transfer, transmission and intimate changes if any in their registered addresses, residential status etc. quoting their folio no to Company’s Registrar and Share Transfer Agent.

• Query on Annual Report be addressed to Company’s registered office.

• Designated email id : [email protected].

Compliance :

This section of the report together with the information given under Management Discussion and Analysis and brief resume of Directors constituted a detailed report on Corporate Governance.

The Company has complied with Mandatory requirement of Corporate Governance. The Board would review implementation of Non-Mandatory Requirements of Corporate Governance Code in due course of time.

Auditors Certificates regarding compliances of conditions of corporate Governance is annexed to this report.

Declaration on Code of Conduct

The Company has framed a Code of Conduct for the Members of the Board of Directors and the Senior Management personnels of the Company pursuant to Clause 49 of the Listing Agreement with Stock Exchange to further strengthen corporate governance practice in the Company. They have affirmed compliance with the said code.

Sr. No.

Mode Of Holding

1

2

3

Physical

Electronic

Total

Mr. Shiromani Chauhan

Mr. Santosh Ginoria

Mrs. Seema Bhattar

43,53,805

95,48,395

1,39,02,200

1000

900

-

31.32

68.68

100.00

Name of the non-Executive Directors

Number of Shares

No. of Shares Held

% of Share



Kishan Kumar Kedia



Kishan Kumar Kedia




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CEO & CFO CERTIFICATION

The Board of Directors Garnet Construction Ltd. Mumbai

Re- Financial Statement for the year 2012-2013 -Certification

We, Kishan Kumar Kedia, Chairman & Managing Director and Mr. Sanjay Kedia, Finance Director, on the basic of the review of the financial statements and cash flow statement for the financial year ending March 31, 2013 and to the best of our knowledge and belief, thereby certify that :-

1. These statements do not contain any materially untrue statements or omit any material fact or contains statement that might be misleading.

2. These statements together present a true and fair view of the Company’s affairs and are in Compliance with existing accounting standards, applicable laws and regulations.

3. There are to the best of our knowledge and belief, no transaction entered into by the company during

the year ended March 31,2013 which are fraudulent, illegal or violative of the company’s code of conduct.

4. We accept responsibility for establishing and maintaining internal controls for financial reporting,

and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee those deficiencies, of which we are aware, in the design or operation of the internal control systems and that we have taken the required steps to rectify these deficiencies.

5. We further certify that :

a) There have been no significant changes in the internal control over financial reporting during this year.

b) There have been no significant changes in accounting policies during this year and that the same have been disclosed in the notes to the financial statements.

c) There have been no instances of significant fraud of which we have become aware and the involvement therein, of management or an employee having significant role in the Company’s internal control systems over financial reporting.

Kishan Kumar Kedia


Sanjay Kedia

Finance Director



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Introduction

Real Estate business was one of the key drivers of growth before we witnessed the present economic slowdown. Now with companies trying to consolidate their positions and finding effective means of sustaining growth. The management of real estate has merged as one of the key challenges for the corporate sector. The economic slowdown in the market have resulted in increasing pressures on the margins of companies operating out of India, which in turn has lead to the companies looking to cut cost though reducing expenditure on the real estate segment.

The real estate sector in India assumed greater prominence with the liberalization of the economy , as the consequent increase in business opportunities and labour migration lead to rising demand for commercial and housing space. At present, the real estate and construction sectors are playing a crucial role in the overall development of India’s core infrastructure.

Industry Structure & Development

The FY2012/13 had a growth of 6.0% for the Indian construction sector. Due to monetary issues and other related policies the Indian construction industry showed a lackluster performance in 2012-13. But the outlook for the construction sector beyond FY2012/13 is brightening up. Not only are monetary conditions likely to improve for construction companies in FY2013/14, but the government is also making pertinent efforts to remove bottlenecks that are delaying infrastructure projects in India. India’s construction sector is to reach 7.6% growth in FY2013-14.

In 2012, the Asian Development Bank (ADB) and India Infrastructure Finance Company Limited (IIFCL) have launched the first version of the credit enhancement scheme or infrastructure bond guarantee scheme. This risk- sharing facility will partially guarantee INR7.2bn (US$128mn) of rupee dominated bonds issued by Indian companies to finance infrastructure projects. In 2012, the government announced that it is planning to set up a National Investment Board (NIB) to speed up infrastructure development within the country.

The NIB will focus on fast-tracking the execution of approved projects by getting all regulatory clearances. In 2012, the Indian government finalized the long-delayed bill for land acquisition, paving the way for the bill to be introduced during the current parliamentary session. The final draft of the bill now proposes that for land for public-private partnership (PPP) and private projects can be acquired with a two-thirds majority from affected landowners-an improvement from the earlier requirement of 80%.

Opportunities and Threats

A. Opportunity :

Real Estate sector is not only the biggest contributor to Gross Domestic Product (‘GDP’) of the country but is also the fifth largest sector in terms of Foreign Direct Investment (‘FDI’) inflows in the country. Real Estate Sector in India Contributes to 6.20% of the nation’s GDP , and this number is projected to increase to 7.1% in the next five (5) years.

There are certain positive developments like parliament’s approval of foreign direct investments (FDI) in multi-brand retail; a sign of cooling down of inflation, RBI is expected to cut interest rates, fuelling real estate demand, etc.

Further, Non-resident Indians and foreign citizens of Indian origin are now allowed to purchase property in India for residential or commercial purposes. Also, Proposed Real Estate (Regulation and Development) Bill to enhance transparency and accountability in real estate transactions, restoring confidence of the public in the industry.

MANAGEMENT DISCUSSIONS AND ANALYSIS


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India has been named the fifth most favourable destination for international retailers, according to the 2012 Global Retail Development Index (GRDI) by AT Kearny. ASSOCHAM predicts that the Indian retail sector will grow by 15 per cent year-on-year for the next five years, due to positive developments like the parliament’s approval of foreign direct investment (FDI) in multi-brand retail, which would help attract foreign investments and boost the retail real estate industry.

On top of that, after completing the Magic Hills Projects successfully the Company is presently dealing in various residential projects such as Magic Life, Magic Heaven, Brillante and also construction has been taken place for company commercial site namely Garnet Palladium. The Company is also planning to start few more residential projects in coming financial years.

B. Threats :

The real estate market in India has been exposed to much changes in government regulations,

especially in recent years. An example is the upcoming Real Estate (Regulation and Development)

Bill 2012, which may dictate that developers have to compensate land owners with twice the value

of the land in urban areas and four times the value in rural areas. Developers will also not be able to

begin executing a housing project until it had acquired all the necessary clearances and submitted

them as proof before a regulatory authority. The bill also restricts developers from collecting any

proceeds from buyers until permission to start on the project had been obtained. Such regulations

cause uncertainty, cost overruns and delays in the execution of projects, and hence affect the cash

flow of the company.

Beside Government policy, a fall in prices in the region due to oversupply or a drop in demand could adversely affect all of its revenue streams and hence, the profitability of the company. However, the Company has a strong belief that a promising and rapidly growing city like Mumbai and its nearby vicinity offers immense opportunity and little risk. The Company is confident in its knowledge of the Mumbai and its surrounding market.

Financial Performance

INCOME: The total income of the company increased by 156.76 percent from 818.70 lacs in 2011-12 to 2102.13 lacs in 2012-13.

EBITDA: The EBITA of the company increased by 5.07 percent from 378.72 lacs in 2011-12 to 397.92 lacs in 2012-13.

PAT: The profit after tax of the company decreased by 16.91 percent from 131.14 lacs in 2011-12 to 108.96 lacs in 2012-13.

Internal Control Systems

The company has always believed in being committed to quality and has continued to keep focus on processes and controls. The accounts team continues to streamline the process and manage risk and comprises of professionals. The company has in place adequate systems of internal control that are commensurate with its size and nature of the business and documented procedures covering all financial and operating functions. The company being in real estate industry, it has in place clear processes and well-defined roles and responsibilities for its staff at various levels. The Management has a defined reporting system, which facilitates monitoring and adherence to the process and systems in place.


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Segment wise Performance and reporting

The Company is engaged in construction and sale of industrial as well residential plots only, hence the segment wise reporting is not applicable. Financial Performance of the Company for the year under review has already covered under the Directors' Report.

Cautionary Statement

Statements in this report describing the Company's objectives, estimates and expectations may constitute “forward looking statements” within the meaning of applicable laws and regulations. Because such statements deal with future events, they are subject to various risks and uncertainties and company's expectation actual results for fiscal years as shown above could differ materially from company's current expectation. The Company undertakes no obligation to revise or update forward - looking statements as a result of new information since, these statements may no longer be accurate or timely.


17

AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofGarnet Construction Limited

We have examined the compliances of Corporate Governance by Garnet Construction Limited stfor the year ended 31 March, 2013 as stipulated in clause 49 of the Listing Agreement of the

said Company with stock exchanges in India.

The Compliance of condition of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the company for ensuing the compliances of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, and the representation made by the directors and management, we certify that the company has complied with the conditions of Corporate Governance stipulated in the above mentioned Listing Agreement.

We state that in respect of investor grievances as per the records maintained by the Company and presented to the Shareholders / Investor Grievance Committee of the Company.

We further state that such compliances is neither an assurance as to the future viability of the company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Place : Mumbai For Shankarlal Jain & Associates

thDate : 29 May, 2013 Chartered Accountants Firm Regn No: 109901W

Mukesh Sonavane M. No: 143622 Partner

Tel.:2203 6623, 2206 5739 • Fax : 91-22-2208 6269 • Website : sljainindia.com

12, Engineer Building, 265 Princess Street, Mumbai - 400 002. • Email : [email protected]

Chartered Accountants


18




AUDITOR'S REPORTTo,The Members ofGARNET CONSTRUCTION LIMITEDMUMBAI.

Report on the Financial Statements

We have audited the accompanying financial statements of GARNET CONSTRUCTION LIMITED, which comprise the Balance Sheet as at March 31, 2013, and the 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.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain 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 the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments; the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in Order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements the information required by the Act in the manner so required and give a true and 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 the Statement of Profit and Loss of the Profit 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.


19




Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement 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 and belief were necessary for the purpose of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 to the extent applicable. Except A.S.15 in respect of liabilities for GRATUITY & LEAVE ENCASHMENT which are treated on cash basis.

e) On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

For SHANKARLAL JAIN & ASSOCIATES Chartered Accountants

Place: Mumbai Firm Reg. No.109901W Date :

Mukesh Sonavane

(PARTNER) Membership No.143622

th 29 May, 2013


20

1. (a) The Company has maintained the proper records showing full particulars including quantitative details and situation of Fixed Assets. However the same is to be updated.

(b) All the assets have been physically verified by the management during the year and in our opinion it is reasonable having regard to the size of the Company and the nature of its assets. No Material discrepancies were noticed on such verification.

(c) In our opinion, the Company has not disposed off a substantial part of Fixed Assets during the year and therefore paragraph 4(i)(c) of the Companies (Auditor’s Report) order, 2003 (hereinafter referred to as order) is not applicable.

2. (a) Physical verification of Inventories was conducted by the management during the year and in our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of it’s business.

(c) The Company is maintaining proper records of inventory and no material discrepancies have been noticed on physical verification of inventories as compared to book records.

3. (a) During the year the Company has not granted loans secured or unsecured to the Companies, Firms or other parties listed in the register maintained under section 301 of the companies Act, 1956 therefore provision of sub clauses (b) (c) (d) (e) & (f) of clause iii of the Companies (Auditors Report) order 2003 are not applicable to the company.

(b) The company has taken loans from five parties of Rs. 52.62 Lacs (Rs. 422.26 Lacs) from the Companies, Firms or other parties listed in the register maintained under section 301 of the companies Act, 1956. The balance outstanding as on 31st March, 2013 is NIL ( Rs. 2.58 Lacs).

(c) In our opinion the rate of interest and other terms and conditions of loans are not prima-facie prejudicial to the interest of the company.

(d) The principal amount and interest has been repaid in time.

4. In our opinion and according to the information and explanations given to us, the internal control procedure of the Company relating to the purchase of Land and Fixed Assets and sale of Land, Plots & Sheds are commensurate with the size of the Company and the nature of its business and we have neither come across nor have we been informed of any major weakness in internal control procedures.

ANNEXURE TO THE AUDITOR’S REPORT FOR THE PERIOD ENDED 31ST MARCH, 2013(Referred to in paragraph 1 of our report of even date)





21




5 (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered Into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public as specified under the provisions of section 58-A and 58AA of the Companies Act, 1956 and therefore the Directives issued by the Reserve Bank of India and the provisions of section 58-A and 58AA of the Companies Act, 1956 and rules framed there under is not applicable. As explained to us, the Company has not received any order from the Company Law Board.

7. As per the information and explanations given to us, during the year under audit, the Company did not have an Internal Audit System but had an efficient system for accounting and internal controls.

8 As per the information and explanations given to us, the Central Government has not prescribed the maintenance of costs records under Section 209(1) (d) of the Companies Act, 1956 for the Companies procedures.

9. (a) In our opinion and according to the information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees' State insurance, Income-Tax, Sales Tax, Wealth-Tax, Customs Duty, Excise Duty, service tax, cess and other statutory dues, if any, with the appropriate authorities except for liability of service tax which are outstanding and will be paid on collection from the customers

(b) According to the information and explanations given to us no disputed amount payable in respect of dues relating to Provident Fund, sales tax, Customs duty, wealth tax and cess and other

stStatutory dues were in arrears as at 31 March, 2013 for a period of more than six months from the date they become payable except for Rs 31.80 lacs payable toward service tax on sales of property

steffected prior to six months from 31 March 2013 which will be discharged as per Service Tax Voluntary Compliance Encouragement Scheme, 2013 notified on 13/05/2013

st10. The Company does not have accumulated losses as at 31 March, 2013 neither has it has incurred cash

losses during the financial year ended on that date. 11. In our opinion and according to the information and explanations given to us, the Company has not

defaulted in repayment of dues to financial institutions or banks during the year.

12 The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the period under review.

13 As per the information and explanation given to us, the provisions of Special Statutes applicable to Chit fund, Nidhi or Mutual benefit society are not applicable to the Company.


22




investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company. All the shares held by the company as investments are in its own name.

15 As explained to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof, are prejudicial to the interest of the Company.

16. In our opinions, the term loans have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that no funds raised for short term purpose were applied for long term purpose.

18. The company has not made any preferential allotment of shares.

19. According to the information and explanations given to us, the Company has not issued any debentures during the year under review.

20 The company has not raised any funds with a public issue during the year.

21 Based on the Audit Procedures performed and as per the information and explanations given to us by the management, we, report that no fraud on or by the Company has been reported or noticed during the year.

FOR SHANKARLAL JAIN &ASSOCIATES CHARTERED ACCOUNTANTS

Firm Reg. No. 109901W

thDate :29 May, 2013 Mukesh SonavanePlace : Mumbai PARTNER

M. No. - 143622

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other


23

Particulars NotesAs at 31st March,

2013As at 31st March,

2012Rs Rs

EQUITY AND LIABILITIES

SHAREHOLDERS’ FUNDSShare Capital 2 13,90,22,000Reserves and Surplus 3 48,05,64,124 46,96,68,893

61,95,86,124 60,86,90,893

NON - CURRENT LIABILITIESLong Term Borrowings 4 12,77,57,121 12,09,49,098Other Long Term Liabilities 5 67,22,999 67,22,997

13,44,80,120 12,76,72,095CURRENT LIABILITIES

Short Term Borrowings 6 27,69,14,619 29,98,02,558Trade Payables 7 3,60,45,057 3,19,37,059Other Current Liabilities 8 89,56,72,517 64,97,91,950Short Term Provisions 9 7,11,028 19,73,94,048

1,20,93,43,221 1,17,88,92,616

TOTAL 1,96,34,09,465 1,91,52,55,604

ASSETS

NON-CURRENT ASSTESFixed Assets

Tangible Assets 10 7,00,52,864 6,86,90,909Capital Work-In-Progress 98,27,891 14,84,317

Non - Current Investments 11 3,05,30,817 9,00,21,884Long Term Loans and Advances 12 1,78,40,810 2,20,23,665

12,82,52,382 18,22,20,775CURRENT ASSETS

Inventories 13 92,65,73,531 84,73,02,317Trade Receivables 14 51,96,60,571 45,32,74,658Cash and Bank Balances 15 2,02,66,323 5,91,19,853Short Term Loans and Advances 16 36,85,61,155 37,31,89,060Other Current Assets 17 95,503 1,48,936

1,83,51,57,083 1,73,30,34,828

TOTAL 1,96,34,09,465 1,91,52,55,604

Significant Accounting Policies 1

13,90,22,000

The accompanying notes including other explanatory information form an integral part of financial statement

As per our attached report of even dateFor Shankarlal Jain & AssociatesChartered AccountantsFirm Reg. No.109901W

For and on behalf of the Board of Directorsof Garnet Construction Limited


Mukesh SonavanePartnerM.No. 143622Place : Mumbai

thDate :29 May, 2013

Arun KediaDirector

Sanjay Kumar KediaDirector

BALANCE SHEET


24

Particulars NotesFor the year

ended 31st March,2013

INCOMERevenue from operations 18 21,02,12,505 8,18,69,780Other Income 19 10,58,650 7,58,285

Total Revenue (I) 21,12,71,155 8,26,28,065

EXPENSESOperating costs 20 14,03,20,949 67,02,539Employee benefits expense 21 1,34,18,725 1,52,45,777Finance cost 22 2,26,03,616 1,97,99,822Depreciation and amortisation expense 10 37,10,792 32,92,643Other expenses 23 1,76,21,842 2,28,06,761

Total Revenue (II) 19,76,75,924 6,78,47,542

Profit for the year before tax (I-II) 1,35,95,231 1,47,80,523

Tax Expenses :Current tax 27,00,000 16,65,000

Profit for the year 1,08,95,231 1,31,15,523

Earning per equity share of face value Rs. 10 each: 29Basic 0.78 0.94Diluted 0.78 0.94

Significant Accounting Policies 1

The accompanying notes including other explanatory information form an integral part of financial statement





thDate :29 May, 2013

Arun KediaDirector


STATEMENT OF PROFIT AND LOSS

For the yearended 31st March,

2012


25

For the year ended 31st March, 2013

Cash Flow from Operating Activities

Profit Before Tax as per Statement of Profit and Loss 13,595,231 14,780,523

Adjusted for :

Depreciation and Amortisation Expense 3,710,792 3,292,643

Interest Income (1,058,650) (758,285)

Finance Cost 22,603,616 19,799,822

(Profit)/ Loss on Sale of Fixed Assets - 427,955

Expenses directly debited to provision (196,650,020) (216,766,747)

Rent Received (24,691,968) (24,451,991)

Miscellaneous Expenses W/off 55,068 793,602

(196,031,162) (217,663,001)

Operating Profit before Working Capital Changes (182,435,931) (202,882,478)

Adjusted for:

(Increase)/Decrease in Inventories (79,271,214) (275,742,829)

(Increase)/Decrease in Trade Receivables (66,385,916) 109,720,358

(Increase)/Decrease in Other Receivables 6,086,971 2,532,531

Increase/(Decrease) in Trade Payable 4,107,998 4,497,869

Increase/(Decrease) in Other Liabilities and Provisions 245,880,567 110,418,406 174,468,815 15,476,744

Cash Generated From Operations (72,017,526) (187,405,734)

Less: Income tax Refund 4,991,358 -

Income Tax Paid (4,969,204) (2,771,980)

Interest Paid (22,603,616) (19,799,822)

Interest Received 1,058,651 758,285

Net Cash from / (used in) Operating Activities (A) (93,540,337) (209,219,251)

Cash Flow from Investing Activities

Purchase of Fixed Assets (5,072,748) (40,993,414)

Capital WIP (8,343,574) -

Sale of Fixed Assets - 920,000

Sale of Investments 59,660,000 -

Purchase of Investments (50,000) (59,684,810)

Purchase of Gold Coin (118,933) -

Rent Received 24,691,968 24,451,991

70,766,713 (75,306,233)

Net Cash from/(used in) Investing Activities (B) 70,766,713 (75,306,233)

Cash Flow from Financing Activities

(Repayment)/Proceeds From Borrowings (16,079,916) 244,043,581

(16,079,916) 244,043,581

Net Cash from/ (used in ) Financial Activities (C) (16,079,916) 244,043,581

Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C) (38,853,540) (40,481,903)

Cash and Cash Equivalents - Opening Balance 59,119,858 99,601,761

Cash and Cash Equivalents - Closing Balance 20,266,318 59,119,585





th Date :29 May, 2013

Arun KediaDirector


For the year ended 31st March, 2012

CASH FLOW STATEMENT


26

Significant Accounting Policies forming part of Financial Statements for the year ended 31st March, 2013

1. SIGNIFICANT ACCOUNTING POLICIES

1.1 BASIS OF PREPARATION OF FINANCIAL STATEMENTS :

The financial statements are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in India under the historical cost convention, on accrual basis. GAAP comprises mandatory Accounting Standards issued by the Companies (Accounting Standards) Rules, 2006 and the relevant provisions of the Companies Act, 1956. The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year.

1.2 USE OF ESTIMATES :

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 period. Although these estimates are based upon management's best knowledge of current events and actions, actual results could differ from these estimates. Any revision to the accounting estimates is recognized prospectively.

1.3 TANGIBLE ASSETS AND CAPITAL WORK IN PROGRESS :

Tangible assets are stated at cost, less accumulated depreciation and impairment losses if any. Cost comprises the purchase price and any attributable/allocable cost of bringing the asset to its working condition for its intended use. The cost also includes direct cost and other related incidental expenses. Revenues earned, if any during trial run of assets is adjusted against cost of the assets.

Capital work in progress is stated at cost less impairment losses, if any. Cost comprises of expenditure incurred in respect of capital projects under development and includes any attributable/allocable cost and other incidental expenses. Revenues earned, if any before capitalization from such capital project are adjusted against the capital work in progress.

1.4 DEPRECIATION AND AMORTIZATION

Depreciation on all assets of the Company has been provided on Straight Line Method at the rates and in the manner specified in schedule XIV of the Companies Act,1956.

1.5 IMPAIRMENT OF ASSETS :

Fixed assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Whenever the carrying amount of an asset exceed its recoverable amount, an impairment loss is recognized in the income statement for the items of fixed assets carried at cost. However in the opinion of the management, no provision is required for impairment of asset in the current year.

1.6 INVESTMENTS :

Investments that are readily realizable and intended to be held for not more than one year are classified as current investments. All other investments are classified as long-term investments. Current investments are carried at lower of cost or fair value determined on individual investment basis. Long term investments are carried at cost. However, provision for diminution in value is made to recognize a decline other than temporary decline in the value of the investments.


27

1.7 INVENTORIES :

a) Construction work in progress

The construction work in progress is valued at lower of cost and net realizable value. Cost includes cost of land, development rights, rates and taxes, construction costs, borrowing costs, other direct expenditure, allocated overheads and other incidental expenses.

b) Finished stock of completed projects (ready units)

Finished stock of completed projects and stock in trade of units is valued at lower of cost and net realizable value.

c) Inventory includes certain land purchased in the name of directors who holds the same in trust for the

Company

1.8 REVENUE RECOGNITION :

i) Revenue for real estate development/sale

The Company being a Development and Construction Company engaged in the construction of the Industrial Plots Sheds and the Residential Bunglows. During the year under review, the Company has followed the method of accounting for the recognizing of sales on the basis completion of sales method prescribed in AS-9 Revenue Recognition. Hence sales are recognized when possession is handed over to the parties. All expenses and incomes not directly related to particular projects are charged to Profit and loss account of the financial year during which the same are incurred.

Further based on the Guidance Note on Accounting for Real Estate Transaction (Revised 2012) issued by the ICAI, company has followed percentage completion method for projects where

stconstruction activity has been commenced from 1 April, 2012.

The estimates relating to percentage of completion, costs of completion, area available for sale etc. being of a technical nature are reviewed and revised periodically by the Management and are considered as change in estimates and accordingly, the effect of such changes in estimates is recognized prospectively in the period in which such changes are determined.

Revenue of open plots / land is recognized on the execution of agreement.

ii) Rent

Rental Income is recognized on a time proportion basis as per the contractual obligations agreed with the respective tenant.

iii) Interest

Interest Income is recognized on a time proportion basis taking into account the amount

outstanding and the rate applicable.

1.9 FOREIGN CURRENCY TRANSACTION :

All the Foreign Currency Transactions are accounted for at the exchange rate prevailing on the date of such transaction.


28

1.10 SHARE ISSUE EXPENSES :

Share issue expenses are amortized over a period not exceeding 5 years.

1.11 TAXES ON INCOME :

(a) Provision for Income Tax is made on the basis of income for the current accounting period in

accordance with the Income tax Act, 1961.

(b) Deferred tax resulting from timing difference between book and tax profit is accounted for under

the liability method, at the current rate of tax, to the extent that the timing differences are expected to crystallize.

(c) The Company has made current tax provision for Minimum Alternate Tax (MAT) under section

115JB of the Income tax Act, 1961. As per the provisions of section 115JAA., MAT Credit receivable has to be recognized as an asset in accordance with the recommendations contained in Guidance note issued by the ICAI. However same is not accounted as receivable in the books of accounts since the management is doubtful of availing the credit against Income tax payable due to uncertainty of taxable profits in the upcoming years

1.12 EARNING PER SHARE:

Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the year is adjusted for events of bonus issue, bonus element in a rights issue to existing shareholders, share split and reverse share split (consolidation of shares). For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.

1.13 PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS:

A provision is recognized when an enterprise has a present obligation as a result of past event it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Possible future obligations or present obligations that may but will probably not require outflow of resources or where the same cannot be reliably estimated, is disclosed as contingent liabilities in the notes to accounts of financial statements. Contingent Assets are neither recognized nor disclosed in the financial statements

1.14 BORROWING COSTS

Borrowing costs relating to acquisition and/or construction of qualifying assets are capitalized to the extent that the funds are borrowed and used for purpose of constructing a qualifying asset until the time all substantial activities necessary to prepare the qualifying assets for their intended use are complete. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs which are not related to acquisition and/or construction activities nor are incidental thereto are charged to the Statement of profit and loss.


29

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3,38

013

,26,

426

12,7

9,11

710

,99,

100

58,0

00,

000

(Pre

viou

s ye

ar 5

8,00

0,000

) E

quit

y S

har

es o

f R

s. 1

0 E

ach

58,0

0,00

,000

58,0

0,00

,000

13,9

0,22

,000

1,39

,02,

200

- -

1,39

,02,

200

- -

13,9

0,22

,000

13,9

0,22

,000

13,9

0,22

,000

1,39

,02,

200

1,39

,02,

200

58,0

0,00

,000

58,0

0,00

,000

Tot

al a

utho

rise

d sh

are

capi

tal

Issu

ed, S

ubsc

ribe

d an

d P

aid u

p

13,9

02,

200

(Pre

viou

s ye

ar 1

3,90

2,200

) E

quit

y S

har

es o

f R

s. 1

0 ea

ch f

ully

pai

d up

Rs.

As

at 3

1st

Mar

ch,

2013

Nu

mb

er o

f S

har

es

As

at 3

1st

Mar

ch,

2012

Nu

mb

er o

f S

har

es


30

12

,09

,49

,09

9

3,46

,82,

790

15,5

6,31

,889

2,64

,18,

308

9,45

,30,

791

12

,09

,49

,09

8

12

,09

,49

,09

8

93

,14

,00

5

93

,14

,00

5

13

,02

,63

,10

3

13

,02

,63

,10

32,

78,7

4,76

812

,77,

57,1

21

14,5

6,46

03,

32,2

6,33

0

2012

-201

3

Pa

rtic

ula

rs

Term

Loan (

Sic

om

Loan-I

)

India

Info

line I

nvest

ment

Serv

ices

Lim

ited

To

tal

No

n-c

urre

nt

Po

rti

on

Cu

rre

nt

Ma

turit

yT

ota

lN

on

-cu

rre

nt

Po

rti

on

Cu

rre

nt

Ma

turit

y

To

tal

20

11

-20

12

NO

TE

S T

O F

INA

NC

IAL

ST

AT

EM

EN

TS

Part

icu

lars

As

at

31st

Marc

h,

2013

As

at

31st

Marc

h,

2012

Rs.

3

Rs.

Res

erves

an

d S

urp

lus

Sec

uri

ties

pre

miu

m a

ccou

nt

Bal

ance

as

per

las

t fi

nan

cial

sta

tem

ents

Les

s: U

tili

sed f

or

bonus

issu

e/fr

esh e

quit

y s

har

es

Clo

sing b

alan

ce

Su

rplu

s in

th

e st

ate

men

t of

pro

fit

an

d l

oss

Bal

ance

as

per

las

t fi

nan

cial

sta

tem

ants

Pro

fit

for

the

yea

r

Bal

ance

avai

lable

for

appro

pri

atio

n

Clo

sin

g b

ala

nce

To

tal

rese

rv

es

an

d s

urp

lus

43,3

0,0

0,0

00

43,3

0,0

0,0

00

43,3

0,0

0,0

00

43,3

0,0

0,0

00

3,6

6,6

8,8

93

1,0

8,9

5,2

31

4,7

5,6

4,1

24

3,6

6,6

8,8

93

3,6

6,6

8,8

93

4,7

5,6

4,1

24

2,3

5,5

3,3

70

1,3

1,1

5,5

23

46,9

6,6

8,8

93

48,0

5,6

4,1

24

As

at

31st

Marc

h,

2013

As

at

31st

Marc

h,

2012

12,7

7,5

7,1

21

12,0

9,4

9,0

98

12,7

7,5

7,1

21

12,0

9,4

9,0

98

4L

on

g T

erm

Borro

win

gs

Secu

red

loan

s (R

efe

r N

ote

24)

Term

loans

Fro

m f

inan

cial

in

stit

uti

on

/NB

FC

Tota

l lo

ng t

erm

borro

win

gs


31

NOTES TO FINANCIAL STATEMENTS

Particulars

5

As at 31st March,

2013

As at 31st March,

2012

Rs.Rs.

Other Long Term Liabilities

Other

Security desposits received from clients*

Total other long term liabilities

*Security Deposits received are interest free and are repayable after completion of lease term

6 Short Term Borrowings

Secured loan (Refer Note 24)

From bank

From financial institution

Unsecured loan (Refer Note 24)

From other

7 Trade Payables

8 Other Current Liabilities

9 Short Term Provisions

Total short term borrowings

Total trade payables

Trade payables

Body corpotates

Current maturities of long term borrowings (Refer note4)

Others

Statutory dues

Advance received from customers

Total other current liabilities

Provision for Expenses

Development Expenses at Panchdeep Housing Complex

Development Expenses for Plot Construction at Dhamni

Provision for expenses for Bunglow-Magic Hills

Total short term provisions

67,22,999

67,22,999 67,22,999

67,22,999

7,69,14,619

20,00,00,000

4,95,45,242

25,00,00,000

2,57,316

29,98,02,55827,69,14,619

3,60,45,057 3,19,37,059

2,78,74,769

3,60,45,057 3,19,37,059

2,64,95,390

84,13,02,358

93,14,005

5,92,415

63,98,85,530

89,56,72,517 64,97,91,950

6,54,336

56,692

7,11,028 19,73,61,050

33,71,543

6,54,336

19,33,35,171

-

-


32

NOTE

S TO

FIN

ANCI

AL S

TATE

MEN

TS

NOTE

NO

.10

Fixe

d Ass

ets

Sr.

No.

Fixe

d Ass

ets

Tang

ible

Asse

ts

As at

1 Ap

ril 20

12

Rs.

Addi

tions

Dedu

ctio

n

Gro

ss B

lock

As at

31 M

arch

2013

Rs.

Rs.

Rs.

Rs.

Rs.

Rs.

Rs.

Rs.

Rs.

Up to

1 A

pril

2012

For t

he ye

arDe

duct

ion

Upto

31 M

arch

2013

As a

t 31

Mar

ch20

13As

at 3

1 M

arch

2012

Net B

lock

Depr

ecia

tion

/ Am

ortis

atio

n

Capi

tal W

IP

Tota

l

Prev

ous Y

ear

a

Build

ing

Plan

t and

equi

pmen

t

Furn

iture

and

fixtu

res

Vehi

cles

Offic

e equ

ipm

ent

Com

puter

s and

Per

iphe

rals

5,14

,51,

515 -

43,9

3,64

6

2,23

,20,

709

18,4

7,24

7,

11,9

7,89

8

8,12

,11,0

15

4,36

,99,

040

14,8

4,31

7

-

9,90

,000 -

30,7

6,95

5

1,24

,631

8,81

,162

50,7

2,74

8

3,95

,09,

097

83,4

3,57

4

- - - - - - -

19,9

7,12

2 -

5,14

,51,

515

9,90

,000

43,9

3,64

6

2,53

,97,

664

19,7

1,87

8

20,7

9,06

0

8,62

,83,

763

8,12

,11,0

15

98,2

7,89

1

34,7

8,78

6 -

12,3

6,59

7

66,5

1,93

9

4,95

,660

6,57

,125

1,25

,20,

106

98,7

6,62

9 -

8,38

,660

3,22

1

2,78

,118

22,8

6,08

3

91,3

71

2,13

,339

37,1

0,79

2

32,9

2,64

3 -

- - - - - - -

6,49

,167

,29 -

43,1

7,44

6

3,22

1

15,1

4,71

5

89,3

8,02

2

5,87

,031

8,70

,465

1,62

,30,

899

1,25

,20,

105 -

4,71

,34,

069

9,86

,779

28,7

8,93

2

1,64

,59,

642

13,8

4,84

7

12,0

8,59

5

7,00

,52,

864

6,86

,90,

910

98,2

7,89

1

4,79

,72,

729 -

31,5

7,04

9

1,56

,68,

770

13,5

1587

5,40

,773

6,86

,90,

909


33

ParticularsFor the year


11. Non-Current Investments

Unquoted equity instruments

Investment in shares

Varaha Infrastructure Limited 3,00,00,000 3,00,00,000

3,00,00,000 (Previous year 30,000) equity shares of Rs. 10 each fully paid up

Callista Realty Private Limited 50,000 -

5,000 (Previous year Nil) equity shares of Rs. 10 each fully paid up

Shri Siddhi Vinayak Enterprises Private Limited - 5,96,60,000

Nil (Previous year 45,026) equity shares of Rs. 100 each fully paid up

Other long term investments (valued at cost unless stated otherwise)

Unqouted

Investment in others

Gold coins 4,80,817 3,61,884

Total non current investments 3,05,30,817 9,00,21,884

Notes

Aggregate amount of unquoted investments 3,05,30,817 9,00,21,884

12. Long Term Loan and Advances

Unsecured, considered good

Security deposit 82,21,289 96,81,990

Other

Advance income tax (net of provision of Rs. 2,740,000

Pervious year Rs. 1,665,000) 96,19,521 1,23,41,675

Total long term loan and advances 1,78,40,810 2,20,23,665

13. Inventories (valued at lower of cost and net realizable value)

(As certified by management)

Finished goods 49,60,51,364 55,45,49,059

Construction work - in progress 43,05,22,168 29,27,53,258

Total inventories 92,65,73,531 84,73,02,317

14. Trade Receivables

Outstanding for a period exceeding six months from the date they are due for payment

Secured, considered good - -

Unsecured considered good 51,96,60,571 45,32,74,658

Other

Secured, considered good - -

Unsecured, considered good - -

Total trade receivables 51,96,60,571 45,32,74,658



2012

14ATrade Receivables include doubtful debts of Rs. 63,88,103, (Previous year Rs. 63,88,103) for which no provision has been made as the management is hopeful to recover the same


34


Particulars

15

As at 31st March,

2013

As at 31st March,

2012

Rs.Rs.

Cash and Bank Balances

i) Cash and equivalents

Balances with bank

Cash on hand

ii) Cash and Bank Balances

Fixed Depositwith Bank

Deposit with Original maturity for less than 12 months

Total cash and bank balances

1,00,000 -

1,98,26,257

3,40,065

5,89,73,743

1,46,110

16 Short Term Loans and Advances

Unsecured, considered good

Advances recoverable in cash or in kind or for value to be received

Security deposits

Others

Advances to employees

Advances towards Capital expenditure

Advances against property

Prepaid expenses

Duties and taxes receivable

8,35,50,533

21,73,500

13,13,015

39,67,061

26,20,19,120

71,54,817

83,83,109

36,85,61,155

95,503

Total short term loans and advances

Total other current assets

17 Other Current Assets

Share issue expenses to the extent not written off

Interest accrued on fix deposit

18. Revenue From Operations Sale of land / plots Sale of commercial units Rent on immovable property

93,873

1,630

8,51,55,19410,03,65,3432,46,91,968

1,63010,57,020

2,17,8095,40,476

1,48,936

-

5,74,17,789-

2,44,51,991

7,14,45,672

-

8,68,850

89,84,412

27,87,07,564

1,31,82,562

-

2,01,66,323

1,00,000

5,91,19,853

-

5,91,19,853

37,31,89,060

1,48,936

21,02,12,505 8,18,69,780

10,58,650 7,58,285

2,02,66,323

Total revenue from operations

19. Other IncomeInterest income onFixed deposit with bankOthers

Total other income


35

ParticularsFor the year


20. Operating costs Project relate expenses: 5,87,53,047 1,54,58,464,Goregaon : (Refer note 28) Cost of sales : Stock of finished goods

a) Stock of land (Without N.A.) 6,00,17,988 50,86,322b)Cost pf Plots Sold (Panchdeep Housing Complex) 27,94,156 4,86,689c) Cost of Plots sold (Neelkanth Industrial estate) - 5,30,343

6,28,12,143 61,03,354

Land & Construction Cost:a) Crystal Spring Bunglow Scheme 82,80,023 98,93,903b) Magic Hill 8,04,28,772 2,33,63,057c) Magic Heaven 6,78,15,875 -

15,65,24,670 3,32,56,960

Purchase for Resale 46,30,685 77,18,278Change in Inventories (14,23,99,596) (5,58,34,517)

Total cost of construction, land and development expenses 14,03,20,949 67,02,539

21. Employee Benefits ExpenseSalaries and wages 1,27,66,399 1,46,57,620Staff welfare expenses 6,52,326 5,88,157

Total employee benefit expense 1,34,18,725 1,52,45,777

22. Finance CostsInterest expenses 2,23,15,316 1,93,34,107Other borrowing cost 2,88,300 4,65,715

Total finance costs 2,26,03,616 1,97,99,822

.23 Other Expenses

Advertisement expenses 3,89,172 10,76,550Auditors remuneration 3,39,047 7,29,425Bank Charges 90,725 25,120Business promotion expenses 2,14,561 18,02,374Commission and brokerage expenses 6,10,800 9,74,840Donations 3,98,761 1,52,665Electricity expenses 7,42,944 6,68,388Legal and professional fees 2,03,463 25,25,993Membership fees and entrance fees 33,926 64,104Rent expenses 82,63,112 77,65,944Maintenance charges 3,80,156 3,54,743Loss on sale of assets - 4,27,743Rates and taxes 3,95,510 -Repairs to Others 4,30,098 4,91,300Telephone and communication expenses 5,00,138 6,20,571Traveling and conveyance expenses 18,65,403 21,47,282Insurance 2,12,141 2,93,827Miscellaneous expenses 25,51,886 26,85,680

Total other expenses 1,76,21,842 2,28,06,761



2012


20


37


24 Borrowings

a SICOM Limited - Rs. 14 CroresSecured by way of first charge on piece or parcel of land admeasuring 106,907.68 square metres located at Village Honad and 33,913.60 square metres located at Village lsambe, Taluka Khalapur and hypothecation and escrow of the lease rent receivable. The rate of interest is Medium Term Reference Rate + 2% p.a.

b SICOM Limited - Rs. 25 CroresSecured by way of first charge on piece or parcel of land admeasuring 53 acres located at Village Honad and 39 acres located at Village Isambe, Taluka Khalapur, hypothecation and escrow of identified cash flows of receivable of Project Magic Hills and irrecoveable joint and several personal guarantees of three directors. The rate of interest is Medium Term Reference Rate + 2.75%p.a.

c SICOM Limited - Rs. 20 CroresSecured by way of first charge on piece or parcel of land admeasuring 53 acres located at Village Honad and 39 acres located at Village Isambe, Taluka Khalapur and hypothecation and escrow of identified cash flows of receivable of Project Magic Hills. The rate of interest is Medium Term Reference Rate +2%p.a.

d India Infoline Finance Limited - Rs. 3.5 CroresSecured against premises situated at Laxmi Industrial Estate. The rate of interest is 18%p.a.

e Allahabad Bank (Overdraft Facility) - Rs. 5 CroresSecured against plot at Village Dindoshi, Goregaon East and irrecoverable joint and several personal guarantees of two directors. The rate of interest is BPLR + 1.5%p.a.

f United Bank of India (Overdraft Facility) - Rs. 3.25 CroresSecured against premises situated at 11-B Lothse, Juhu. The rate of interest is Base Rate +5.5% p.a.

g Loans repayable on demand The Company has taken a loan amounting to Rs. Nil (Previous Year Rs. 257,316) @ 15% from a director which are repayable on demand.

25 Contingent liabilities and commitments (to the extent not provided for)

Particulars As at31st March, 2013

As at31st March, 2012

CommitmentsEstimate amount of contract to be executed - Capital WIPAdvance against Property

32,37,1098,48,33,405

9,13,07,623

-3,31,67,295

3,31,67,295

Rs.

Total

Rs.



Rs. Rs.

26 Deferred Tax Liability / (Asset)

Deferred tax liability

Related to Fixed assets (Depreciation / Amortization)

Gross deferred tax liability

Deferred tax asset

Impact of expenditures charged to the statement of profit and loss in the current year but

allowed for tax purposes on payment basis

Unabsorbed Losses (To the extent of Deferred Tax Liabilities)

Gross deferred tax asset

Net Deferred Tax Liability / (Asset)

13,98,877

13,98,877

17,18,249

17,18,249

-

17,18,249

17,18,249

-

13,98,877

13,98,877

-


38

a) Subsidiary Company

Callista Realty Private Limited

b) Key Management Personnel/Relative of Managerial

Person

Kishan Kumar Kedia Chairman & Managing Director

Arun kumar Kedia Marketing director

Sanjay Kumar Kedia Finance Director

Santosh kumar Ginoria Director

Kusum devi Kedia Relative of director

c) Associate Concern

S.K.Investment

J.S.Realty Private Limited

Neelkant Industrial Estate

Panchsheel Industrial Estate Associate Concern

Aditya Industrial Estate

Panchdeep Industrial Estate

Kedia Industrial Development Corporation

27. Related Party Disclosure

List of Related Parties only with whom transactions are executed.

Previous year figures shown in bracket (Amount in Rs. Lakhs)

Particulars of transactions

Relative Openingbalance

Transaction during the year Closingbalance

Purchase ofInvestment

Remuneration

Intsteret

SubsidiaryCompany

KeyManagementPersonnel

Loan Received

AssociateConcerns

Advance GivenKeyManagementPersonnel

AssociateConcerns

Relative ofDirector

Nil(Nil)

Nil(Nil)

Nil(Nil)

Nil(Nil)

Nil(Nil)

Nil(Nil)

Nil(Nil)

0.50 Dr.(Nil)

Nil(0.15 Cr.)

55.68 Dr.(55.80 Dr.)

Nil(Nil)

0.18 Dr.(0.96 Dr.)

Nil(Nil)

Nil(Nil)

Nil(Nil)

Nil(Nil)

Nil(Nil)

Nil(Nil)

Nil(Nil)

Nil(Nil)

2.57 Dr.(36.44 Dr.)

523.45 Dr.(115.00 Dr.)

545.02 Dr.(240.16 Dr.)

72.20 Dr.(190.78 Dr.)

10.50 Dr.(37.50 Dr.)

2.57 Cr.(10.26 Cr.)

523.45 Cr.(115.00 Cr.)

545.02 Cr.(240.16 Cr.)

72.20 Cr.(190.78 Cr.)

10.50 Cr.(37.50 Cr.)

Nil(28.75 Cr.)

Nil(2.57 Cr.)

Note: Related parties are identified by the company & relied upon by the auditor.



39

Land Cost

Legal and professional fees

Finance costs

Employee benefits expenses

Other project related expenses

Total

3,65,53,061

15,20,272

9,25,528

8,56,004

1,88,98,182

5,87,53,047

-

13,309

3,55,721

4,22,100

1,46,67,334

1,54,58,464

28 Operating Cost:

(a) Goregaon Project Expense out during the year based on Percentage of Completion Method

Particulars As at

31st March, 2013

Rs.

As at

31st March, 2012

Rs.

a) Inventories at the end of the year:

stock-in- trade (trading)

Work-in-progress

b) Inventories at the beginning of the year :

stock-in- trade (trading)

Work-in-progress

(b) Change in inventories

ParticularAs at

31st March, 2013

Net (increase)/decrease

As at

31st March, 2012

1,23,48,965

43,05,22,167

77,18,278

29,27,53,258

(14,23,99,596)

77,18,278

29,27,53,258

24,46,37,019

(5,58,34,517)


29 Earnings per share (EPS)

Particulars

Profit after tax

Weighted average number of equity shares in calculating basic and diluted EPS

Basic EPS

Diluted EPS

For the year ended 31

March 2013

For the year ended 31March

2012

Rs. Rs.

1,08,95,242

1,39,02,200

0.78

0.78

1,31,15,518

1,39,02,200

0.94

0.94

30 Auditors’ Remuneration

ParticularsFor the year ended

31st March, 2013For the year ended

31st March, 2012

Rs. Rs.

2,00,000

50,000

89,047

7,29,425

1,00,000

50,000

5,79,425

3,39,047

Auditors’Remuneration

Total auditors remuneration

As auditor

Audit fee

Tax audit fee

In other capacity

31 Expenditure in Foreign Currency (accrual basis)

ParticularsFor the year ended31st March, 2013

For the year ended31st March, 2012

Rs.Rs.

8,29,294

8,29,294 2,36,977

2,36,977Foreign travel, subscription, etc.


40


32. The Company’s normal operating cycle in respect of operations relating to under construction real estate projects may

vary from project to project depending upon the size of the project, type of development, project complexities and related

approvals. Operating cycle for all completed projects and other business is based on 12 months period. Assets and Liabilities

have been classified into current and non-current based on the operating cycle of respective businesses.

33 The Company operates in Single Segment i.e. Real Estate /Real Estate Development and therefore, Segment Reporting as

per AS-17 ‘Segment Reporting’ is not applicable

.

34 During the previous financial year due to unfavorable conditions, some of the parties to whom sales has been affected have

failed to meet their commitment Therefore during the previous financial year certain sales agreement effected in 2008-09 &

earlier year’s stands cancelled and sales return and reversal of profit thereon has been effected during the previous financial

year.

35 No provisions are made for liability of gratuity and leave encashment which are treated on cash basis in the accounts and

amount for which is unascertained.

36 Service tax payable on account of Notification No. 36/2010-ST dated 28/06/2010 valid w.e.f. 01/07/2010 is collectable

from customer who have purchased bunglow/office premises. Such amount payable is provided which will be discharged

by the company under the Service Tax Voluntary Compliance Encouragement Scheme, 2013 notified on 13/05/2013

37 VAT payable on account of sales of property applicable since 01/04/2010 on all sales enters into on or after the said date has

been provided and paid to the authorities. The said amount would be recovered from the customers as and when the amount

is recovered from the customer and final possession is handed over as per the relevant clause in the agreements with

customers.

38

a) In the opinion of the management any of the assets other than fixed assets and non-current investment have a value on

realisation in the ordinary course of business at least equal to the amount at which these are stated.

b) The accounts of certain Trade Receivables. Trade Payables, Loans and Advances and banks are, however, subject to

confirmations or reconciliations and consequent adjustments, if any The management does not expect any material

difference affecting the current years financial statements on such reconciliation/adjustments

.

39 Previous year’s figures have been regrouped / rearranged wherever necessary to conform to current year’s classification.

Signature to Notes No.1 to 39

For SHANKARLAL JAIN & ASSOCIATES

CHARTERED ACCOUNTANTS

Firm Reg. No. 109901W

Mukesh Sonavane

PARTNER

Membership No. 143622

Place : Mumbaith Date : 29 May, 2013

For and on behalf of

the board of Directors of Garnet Construction Limited

Kishan Kumar Kedia


Arun Kedia

Marketing Director

Sanjay Kedia

Finance Director


41

GARNET CONSTRUCTION LIMITEDRegd. Office : 501/531, Laxmi Mall, Laxmi Ind. Estate, New Link Road, Andheri (W), Mumbai - 400 053

stI hereby record my presence at the 21 Annual General Meeting of the Company held at Ashish – 1 Banquet, thLand Mark Building, Link Road, Mid Chowky, Malad (West), Mumbai – 400064 on Monday, the 30 September,

2013 at 10.00 a.m.

1. Full Name of the member (In Block Letter)______________________________________________________________________

2. Full name of the joint – Holders (s) (In Block Letter)______________________________________________________________

3. Full Name of the Proxy (In Block Letter)___________________________________________________________________________

4. Signature of the Member/Proxy attending the Meeting __________________________________________________________

-----------------------------------------------------Tear Here -----------------------------------------------------

GARNET CONSTRUCTION LIMITEDRegd. Office : 501/531, Laxmi Mall, Laxmi Ind. Estate, New Link Road, Andheri (W), Mumbai - 400 053

I/We____________________________________________of __________________________________being a Member / Members of Garnet Construction Limited, hereby appoint_______________________________________ of _________________________or

st failing him / her of ___________________as my/our Proxy to vote for me /us on my/our behalf at the 21 Annual thGeneral Meeting of the Company to be held on Monday, the 30 September, 2013 at Ashish-1 Banquet, Land

Mark Building, Link Road, Mid Chowky, Malad (West), Mumbai – 400064 at 10.00 a.m. and at any adjourned thereof.

AffixSigned this __________Day ____________, 2013. One Rs.

Revenue Stamp

Note : Member/Proxy attending the Meeting must fill – in this Attendance Slip and hand it over at the entrance of the venue of the Meeting.

ATTENDANCE SLIP

Regd. Folio No.

DP ID

Client ID

No. of Shares held

PROXY FORM

Regd. Folio No.

DP ID

Client ID

No. of Shares held

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