Your Directors have pleasure in presenting their 28th ANNUAL REPORT alongwith the audited annual accounts for the year ended on 31ST MARCH 2017
1. FINANCIAL RESULTS
A summary of your Company's Financial Performance for the Financial Year ended 31stMarch 2017 is given below: -
| || ||(Amounts in Rs.) |
|PARTICULARS ||2016-2017 ||2015-2016 |
|Sales & Other Income ||24056618 ||954865 |
|Profit/(Loss) Before Tax (PBT) ||16904 ||(89323) |
|Profit/(Profit) After Tax (PAT) ||13404 ||(89323) |
|Less :- Prior year tax adjustments ||NIL ||NIL |
|Deferred Tax ||NIL ||(499) |
|Add :- Balance B/F from the previous year ||(1850734) ||(1760368) |
|Balance available for Appropriation ||(1837330) ||(1850734) |
|Less :- Transferred to General Reserve ||NIL ||NIL |
|Proposed Dividend ||NIL ||NIL |
|Balance Carried to Balance Sheet ||(1837330) ||(1850734) |
2. SECRETARIAL AUDITOR
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Manisha Agarwal Company Secretary in practice to undertake the SecretarialAudit of the Company for FY 2016-17. The Secretarial Audit report is annexed herewith as"Annexure A".
3. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 (herein after referred to as "theAct") form an integral part of this Report. (ANNEXURE B)
4. NUMBER OF MEEINGS OF THE BOARD
During Financial Year 2016-17 Four Board Meetings were held by the Company on 14thMay.2016 29nd July.2016 21th Oct.2016 and 24thJan.2017. The intervening gap between the meetings was prescribed under the CompaniesAct.2013 and clause 49 of the Listing Agreement entered with the BSE. The number ofCommittee Meeting held during the Financial Year 2016-17 forms part of the CorporateGovernance Report.
5. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the Sections 134(5) of the Companies Act The Board of Directors to thebest of their knowledge and ability confirmed that:
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going concern basis;
(e) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;
6. DIRECTORS AND KEY MANAGERIAL PERSONEL:
In accordance with the provisions of Section 152 of the Act and that of Articles ofAssociation of the Company Shri Gopal M. Verma (DIN: 01687709) Director of the Companyretires by rotation at this AGM of the Company and being eligible offers himself forreappointment. The Company has received declarations from all the Independent Directorsconfirming that they meet with the criteria of independence as prescribed both underSection 149 (6) of the Companies Act 2013 and under Clause 49 of the Listing Agreementwith the BSE.
The Directors of the Company have appointed Shri Ramesh Manekchand Verma as the ChiefFinancial Officer with effect from 21st October 2016 for a period of five years
Pursuant to the provision of Section 203 of the Act the Key Managerial Personel ofthe Company are Shri Gopal Manikchand Verma Chief Executive Officer and ManagingDirector Sanat Upadhyay Director and Shri Nilesh Fulchandbhai Parmar director andCompliance Officer and Shri Ramesh Manekchand Verma Chief Financial Officer
7. AUDITORS AND AUDITORS REPORT.
As per Section 139 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 the term of M/s. K. K. Jhunjhunwala & Co. CharteredAccountants (Reg. No. 111852W) as the Statutory Auditors of the Company expires at theconclusion of the ensuing Annual General Meeting (AGM) of the Company.
The Board of Directors of the Company at its meeting on the recommendation of the AuditCommittee has made its recommendation for appointment of M/s. Dinesh Lodha & Co.Chartered Accountants (Firm Registration No 135606W) as the Statutory Auditors of theCompany for a term of five consecutive years from the conclusion of 28th AGM of theCompany till the conclusion of 33rd AGM to be held in year 2022 (subject to ratificationof their appointment at every AGM) for approval of shareholders of the Company.
The Company has received a certificate that they satisfy the criteria provided underSection 141 of the Companies Act 2013 and that the appointment if made shall be inaccordance with the applicable provisions of the Companies Act 2013 and rules framedthereunder.
Notes to the financial statements referred in the Auditors Report are self-explanatoryand therefore do not call for any comments under Section 134 of the Companies Act 2013.
8. AUDIT COMMITTEE
The details pertaining to the composition of the audit committee are included in theCorporate Governance Report which is a part of this report
9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186.
There are no loans Guarantees and Investments made under the provisions of Section 186of the Companies Act 2013 during the year. Details of Loan Guarantees and Investmentscovered under the provisions of the Act are given in the notes to the FinancialStatements.
10. RELATED PARTY TRANSACTIONS:
There are no contracts or arrangements with related parties referred to section 188(1)of the companies Act 2013. The Company has uploaded on the Website of the Company athttp://www.alkadiamond.com/corporate_Goveranance.aspx/determinationof%20materi al%20events
11. SUBSIDIARY COMPANIES JOINT VENTURES AND ASSOCIATES COMPANIES
The Company does not have any Subsidiary and Associate Company or Joint venture.
12. DEPOSITS FROM PUBLIC:
The Company has not accepted any deposits within the meaning of section 73 of theCompanies Act 2013 and the Rule made thereunder and therefore no amount of principal orinterest was outstanding as on the date of Balance Sheet.
13. DECLARATION BY INDEPENDENT DIRECTORS
The Board has received the declaration from the Independent Directors as per therequirement of Section 149(6) and the Board is satisfied that all the IndependentDirectors meets the criterion of Independence as mentioned in Section 149(6).
14. FINANCIAL HIGHLIGHTS AND COMPANY AFFAIRS:
The Company has earned total revenue of Rs. 241 Lacs in Financial Year 2016-17 ascompared to Rs. 9.55 lacs in Financial Year 2015-16. The profit/(Loss) after tax inFinancial Year 2016-17 is Rs. 0.14 lacs as compared to Loss Rs. 0.89 lakhs in FinancialYear 2015-16.
Due to non-availability of sufficient funds your directors express their inability torecommend any dividend for the year under review.
16. INTERNAL CONTROL POLICY
Your Company has put in place adequate internal financial controls with reference tothe financial statements some of which are outlined below.
Your Company has adopted accounting policies which are in line with the AccountingStandards prescribed in the Companies (Accounting Standards) Rules 2006 that continue toapply under Section 133 and other applicable provisions if any of the Companies Act2013 read with Rule 7 of the Companies (Accounts) Rules 2014 and relevant provisions ofthe Companies Act 1956 to the extent applicable. These are in accordance with generallyaccepted accounting principles in India.
Your Company operates in an ERP system and has many of its accounting records storedin an electronic form and backed up periodically. The ERP system is configured to ensurethat all transactions are integrated seamlessly with the underlying books of account. YourCompany has automated processes to ensure accurate and timely Updation of various masterdata in the underlying ERP system.
Your Company has a robust financial closure selfcertification mechanism whereinthe line managers certify adherence to various accounting policies accounting hygiene andaccuracy of provisions and other estimates.
Your Company in preparing its financial statements makes judgments and estimates basedon sound policies and uses external agencies to verify/ validate them as and whenappropriate.
The Management periodically reviews the financial performance of your Company againstthe approved plans across various parameters and takes necessary action wherevernecessary.
17. SHARE CAPITAL
The Issued Subscribed and Paid-Up Equity Share Capital as on 31st March 2017 was Rs.48609000. During the year under review the Company has not issued shares withdifferential voting rights nor granted any stocks options or sweat equity. As on 31stMarch 2017 none of the Directors of the Company holds instrument convertible into equityshares of the Company.
18. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India (SEBI). The Company has also implemented several best Corporate Governancepractices as prevalent globally. The Report on Corporate Governance as stipulated underthe Listing Regulations Forms an integral part of this Report. A Report on CorporateGovernance along with a Certificate from the Statutory Auditors of the Company regardingthe compliance of conditions of Corporate Governance as stipulated in regulations 17 to27 clauses (b) to (i) of sub-regulation (2) of regulation 46 and paragraph C D and E ofSchedule V of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 are annexed to this Report. The requisiteCertificate from the Auditors of the Company confirming compliance with the conditions ofCorporate Governance is attached to the report on Corporate Governance.
19. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of Internal Financial Control and their adequacy are included inthe Management discussion & Analyses which forms part of this Report
20. INDEPENDENT DIRECTORS MEETING
The Independent Directors of the Company met on 14th October 2016 during the yearinter-alia to discuss:
a. Evaluation of performance of Non-Independent Directors and the Board of the Companyas a whole.
b. Evaluation of performance of the Chairman of the Company taking in to account theviews of Executive and No-Executive Directors.
c. Evaluation of Quality content and timelines of flow of information between theManagement and the Board that is necessary for the Board to effectively and reasonablyperform its duty.
21. RISK MANAGEMENT
As per the Act and as part of good corporate governance the Company has constitutedthe Risk Management Committee. The Committee is required to lay down the procedures toinform to the Board about the risk assessment and minimization procedures and the Boardshall be responsible for framing implementing and monitoring the risk management plan andpolicy for the Company. The main objective of this policy is to ensure sustainablebusiness growth with stability and to promote a pro-active approach in reportingevaluating and resolving risks associated with the business. In order to achieve the keyobjective the policy establishes a structured and disciplined approach to RiskManagement in order to guide decisions on risk related issues.
The Committee reviewed the risk trend exposure and potential impact analysis carriedout by the management. It was specifically confirmed to the Committee by the MD & CEOand the CFO that the mitigation plans are finalized and up to date owners are identifiedand the progress of mitigation actions are monitored.
22. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 read with Schedule V to the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)is presented in separate section forming part of the Annual Report.
23. PARTICULARS OF EMPLOYEES
The information required pursuant to section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company are not applicable to the Company as the Company has not employed anyemployees whose salary exceeds the prescribed limits.
24. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Vigil Mechanism of the Company which also incorporates a Whistle Blower policy interms of the Listing Regulations includes an Ethics & Compliance Task ForceComprising senior executives of the Company. Protected disclosures can be made by awhistle blower through an e-mail or dedicated telephone line or a letter to the taskForce to the Chairman of the Audit Committee. The Vigil Mechanism and Whistle Blowerpolicy may be accessed on the website of the Company www.alkadiamond.com
25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTATIONPROHIBITOON AND REDRESSAL) ACT 2013
The Company has in place a policy for Prevention of Sexual Harassment in line with therequirements of The Sexual Harassment of Women at the Workplace (Preservation Prohibition& Redressal) Act 2013. Complaints Committee has been set up to redress Complaintsreceived regarding sexual harassment. All employees are covered under this policy. ThisPolicy has been uploaded on the website of the Company. The Company has not received anycomplaint of sexual harassment during the Financial Year 2016-2017.
26. PARTICULARS REQUIRED UNDER THE LISTING AGREEMENT LISTING
The Equity Shares of the Company are at present listed with the following StockExchanges:-
|The Ahmedabad Stock Exchange ||: Manek Chowk Ahmedabad 380 001 |
|Jaipur Stock Exchange Ltd ||: Malviya Nagar Jaipur 302 017 |
|The Bombay Stock Exchange ||: Phiroze Jeejeebhoy Towers Dalal St. Mumbai |
27. PAYMENT OF LISTING FEES
The Company has paid listing fee to the Bombay Stock Exchange and has not paid listingfee to the Jaipur and Ahmedabad Stock Exchanges.
28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2015 is furnished in as
|Sr. No. ||Conservation of Energy ||Technology ||Absorption ||Foreign Exchange Earnings And Outgo ||Remark |
|1 ||NIL ||NIL ||NIL ||NIL ||N.A |
29. PERFORMANCE EVALUATION OF THE BOARD
The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. as provided by theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of
India on January 5 2017.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.
In a separate meeting of independent directors performance of non-independentdirectors and the board as a whole was evaluated taking into account the views ofexecutive directors and non-executive directors. The same was discussed in the boardmeeting that followed the meeting of the independent directors at which the performanceof the board its committees and individual directors was also discussed.
Performance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated.
30. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which is a part of this report.
Your Directors wish to place on record their appreciation and acknowledgement withgratitude's for the support and assistance to the Company's Bankers Shareholders andCustomers Your Directors place on record their deep sense of appreciation for the devotedservices of the executives and staff at all levels of the Company to the growth &success of the Company.
|BY ORDER OF THE BOARD || |
|For ALKA DIAMOND INDUSTRIES LIMITED ||PLACE: - MUMBAI. |
|Sd/- ||DATE : - 02.09.2017 |
|GOPAL M. VERMA || |
|MANAGING DIRECTOR || |
|DIN: 01687709 || |