Alka Diamond Industries Ltd.
|BSE: 531581||Sector: Consumer|
|NSE: N.A.||ISIN Code: INE963D01015|
|BSE 11:47 | 27 Nov||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Alka Diamond Industries Ltd. (ALKADIAMONDIND) - Director Report
Company director report
Your Directors have pleasure in presenting their 27th ANNUAL REPORT along withthe audited annual accounts for the year ended on 31st MARCH 2016 AND REPORTTHAT: -
1. FINANCIAL RESULTS
A summary of your Companys Financial Performance for the Financial Year ended 31stMarch 2016 is given below: -
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 2015-16. The Secretarial Audit report is annexed herewith as"Annexure A". The Board of Directors has appointed Manisha Agarwal CompanySecretary in Practice to conduct Secretarial Audit for FY 2015-16 at its meeting held on29th July 2016. The Secretarial Auditor observed as under:
During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines Standards etc. mentioned above except as below:
1) The company has not filed certain forms with the Registrar of Companies.
2) The Company has not complied with the section 203 and Clause 47 of the listingagreement.
3) The Company has its websites but the disclosures are not as per the Companies Act2013 and Listing agreement.
4) The Ahmedabad Stock Exchange has suspended the company to trade the equity shares onthe exchange due to non-compliances with certain formalities w.e.f.13-05- 2002 and alsothe company has not paid listing fees to Ahmedabad and Jaipur Stock Exchange.
5) In Directors Report for the year ended 31st March 2015 Directors have not commentedon Secretarial Auditors qualification.
6) The Company has not provided for e-voting facility and related compliances.
7) The company has not complied with certain provisions of the listing agreement andSEBI Rules and regulations.
Further the explanation given by the Board on the observation given by the SecretarialAuditor is Under:
The observations of the Secretarial Auditors in their report are self-explanatory andtherefore the directors do not have any further comments to offer on the same.
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 2015-16 Five Board Meetings were held by the Company on 7thMay.2015 22nd July.2015 24th Aug.2015 30th Oct.2015 and 29th Jan.2016. Theintervening gap between the meetings was prescribed under the Companies Act.2013 andclause 49 of the Listing Agreement entered with the BSE. The number of Committee Meetingheld during the Financial Year 2015-16 forms part of the Corporate Governance Report.
5. DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanationobtained by them your Directors make the following statements in terms of Section 134(3)(C) of the Companies Act 2013.
(a) That in the preparation of the annual financial statements the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any;
(b) That such accounting policies as mentioned in Notes to the Financial Statementshave been selected and applied consistently and judgments have been made that are REG.OFF: 626 PANCHRATNA OPERA HOUSE MUMBAI - 400 004 reasonable and prudent so as to give atrue and fair view of the state of affairs of the company as at 31st March 2016 and ofthe profit or loss of the Company for the Financial Year ended on that date;
(c) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and theirirregularities;
(d) That the annual Financial Statements have been prepared on a going concern basis;
(e) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
(f) That systems to ensure compliance with the provisions of all applicable laws andthat such systems were 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 Nilesh Fulchandbhai Parmar (DIN: 01661518) Director ofthe Company retires by rotation at this AGM of the Company and being eligible offershimself for reappointment. The Company has received declarations from all the IndependentDirectors confirming that they meet with the criteria of independence as prescribed bothunder Section 149 (6) of the Companies Act 2013 and under Clause 49 of the ListingAgreement with the BSE.
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. There has been no change in the Key Managerial Personel during theyear.
7. WOMAN DIRECTOR.
In Terms of the Provision of Section 149 of the Companies Act 2013 and Regulation 17of the SEBI Regulations a Company shall have at least one Woman Director on the Board ofthe Company. Your Companies Board is having one Woman Director Mrs. Kiran Lata Verma.
8. AUDITORS AND AUDITORS REPORT.
M/s. K. K. Jhunjhunwala & Co. Chartered Accountants (Reg. No. 111852W) Auditors ofthe Company hold office till the conclusion of 28th Annual General Meeting. As per theprovisions of Section 139 their appointment is required to be ratified in every AnnualGeneral Meeting and being eligible for appointment the Directors recommended for their
reappointment for ratification. The Company has received their consent and acertificate as required under Section 139 (1) of the Companies Act 2013 from them to theeffect that they qualify for their re-appointment if made and it would be within theprescribed limits under Section 141 of the Companies Act 2013
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/corporateGoveranance.aspx/determinationof%20materi al%20events
11. SUBSIDIARY COMPANIES JOINT VENTURES NAD ASSOCIATES COMPANIES
The Company does not have any Subsidiary and Associate Company or Joint venture
12. DEPOSITORY SYSTEM:
Your 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:
Your Company has earned total revenue of Rs. 9.55 lakhs in Financial Year 2015-16 ascompared to Rs. 8.78 lakhs in Financial Year 2014-15. The profit/(Loss) after tax inFinancial Year 2015-16 is Rs. (0.89) lacs as compared to Rs. (0.15)lakhs in Financial Year2014-15.
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 self-certification mechanism wherein theline 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 2016 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 2016 none of the Directors of the Company holds instrument convertible into equityshares of the Company.
18. CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement entered with the BSE a separate Report onCorporate Governance practices followed by the Company together with a Certificate fromthe Companys Auditors confirming compliance forms an integral part of this Report.
Further as per Clause 49 of the Listing Agreement entered with the BSE CEO/CFOCertification confirming the correctness of the financial statements adequacy of theinternal control measures and reporting of matters to the Audit Committee forms anintegral part of this Report.
19. INDEPENDENT DIRECTORS MEETING
During the year under review the Independent Directors met on February 13 2016 interalia to discuss: Evaluation of the performance of Non Independent Directors and the Boardof Directors as a whole; Evaluation of the performance of the Chairman of the company.Evaluation of the quality content and timeliness of flow of information between theManagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties. All the Independent Directors were present at the meeting
20. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
As per Clause 49 of the Listing Agreement entered with the BSE a separate Report onManagements Discussion and Analysis forms an integral part of this Report.
21. 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.
22. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has in place a vigil mechanism in the form of Whistle Blower Policy. Itaims at providing avenues for employees to raise complaints and to receive feedback on anyaction taken and seeks to reassure the employees that they will be protected againstvictimization and for any whistle blowing conducted by them in good faith. The policy isintended to encourage and enable the employees of the Company to raise serious concernswithin the organization rather than overlooking a problem or handling it externally. TheCompany is committed to the highest possible standard of openness probity andaccountability. It contains safeguards to protect any person who uses the Vigil Mechanism(whistle blower) by raising any concern in good faith. The Company does not tolerate anyform of victimization and takes appropriate steps to protect a whistleblower that raises aconcern in good faith and treats any retaliation as a serious disciplinary offence thatmerits disciplinary action. The Company protects the identity of the whistle blower if thewhistle blower so desires however the whistle blower needs to attend any disciplinaryhearing or proceedings as may be required for investigation of the complaint. Themechanism provides for a detailed complaint and investigation process. If circumstances sorequire the employee can make a complaint directly to the Chairman of the AuditCommittee. The Company also provides a platform to its
employees for having direct access to the Chairman and Managing Director of the Companyfor raising any concerns
23. 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 2015-2016.
24. PARTICULARS REQUIRED UNDER THE LISTING AGREEMENT LISTING
The Equity Shares of the Company are at present listed with the following StockExchanges:-
25. PAYMENT OF LISTING FEES
The Company has paid listing fee to the Mumbai Stock Exchange and has not paid listingfee to the Jaipur and Ahmedabad Stock Exchanges.
26. 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
27. PERFORMANCE EVALUATION OF 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 ("SEBIListing Regulations").
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.
28. INDIAN ACCOUNTING STANDARD (Ind AS)
The Indian Accounting Standards (Ind AS) were notified by the Ministry of CorporateAffairs on February 16 2015. These standards will become applicable to the Company itssubsidiaries and associates with effect from April 1 2016 with comparatives for theprevious year ending March 31 2016. Your Company has taken adequate steps in this regardto ensure a smooth transition to Ind AS
Your Directors wish to place on record their appreciation and acknowledgement withgratitudes for the support and assistance to the Companys BankersShareholders and Customers Your Directors place on record their deep sense of appreciationfor the devoted services of the executives and staff at all levels of the Company to thegrowth & success of the Company.