Your Directors have pleasure in presenting their 26th ANNUAL REPORT alongwith the audited annual accounts for the year ended on 31st MARCH 2015 ANDREPORT THAT: -
1. FINANCIAL RESULTS
A summary of your Company's Financial Performance for the Financial Year ended 31stMarch 2015 is given below: -
|PARTICULARS ||2014-2015 ||2013-2014 |
|Sales & Other Income ||877507 ||(3152709) |
|Profit/(Loss) Before Tax (PBT) ||(14531) ||(4086964) |
|Profit/(Profit) After Tax (PAT) ||(14531) ||(4086964) |
|Less :- Prior year tax adjustments ||NIL ||(534630) |
|Deferred Tax ||(252) ||(401) |
|Add :- Balance b/f from the previous year ||(1746089) ||(2875103) |
|Balance available for Appropriation ||(1760368) ||(1746089) |
|Less :- Transferred to General Reserve ||NIL ||NIL |
|Proposed Dividend ||NIL ||NIL |
|Balance Carried to Balance Sheet ||(1760368) ||(1746089) |
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 M/s. Abhishek Lakhotia & Co. Company Secretary in practice to undertake theSecretarial Audit of the Company for FY 2014-15. The Secretarial Audit report is annexedherewith as "Annexure B". The Board of Directors has re-appointed M/s. Abhishek
Lakhotia & Co Company Secretary in Practice to conduct Secretarial Audit for FY201516 at its meeting held on 30th September 2015.
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 2014-15 Five Board Meetings were held by the Company on 28thApril.2014 29th July.2014 21st Oct.2014 21stJan.2015 and 31st March.2015. The intervening gap between the meetings wasprescribed under the Companies Act.2013 and clause 49 of the Listing Agreement enteredwith the BSE. The number of Committee Meeting held during the Financial Year 2014-15 formspart of the Corporate Governance Report.
5. DIRECTOR'S 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(5)of the Act.
(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 arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany as at 31st March 2015 and of the profit or loss of the Company for the FinancialYear 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.
In accordance with the provisions of Section 152 of the Act and that of Articles ofAssociation of the Company Shri Gopal Manekchand Veram (DIN: 01687709) Director of theCompany retires by rotation at this AGM of the Company and being eligible offers himselffor reappointment. In accordance with the provision of the Act the Articles ofAssociation of the Company and as per the Clause 49 of the listing agreement entered withStock Exchange the Board of Directors in their meeting held on 29th May 2015 appointedMrs Kiran Lata Ashok Verma (DIN: 05199911) as Additional Director (Woman Director) up tothe ensuing AGM. The Company has received notice in writing from her signifying owncandidature for appointment as Non-Executive Director of the Company. The Board recommendsher appointment at the ensuing AGM. The Company has received declarations from all theIndependent Directors confirming that they meet with the criteria of independence asprescribed both under Section 149 (6) of the Companies Act 2013 and under Clause 49 ofthe Listing Agreement with the BSE.
7. AUDITORS AND AUDITORS REPORT.
M/s. K.K. Jhunjhunwala & Co. Chartered Accountants (Reg. No. 111852W) Auditors ofthe Company retire at the conclusion of ensuing AGM and offer themselves forreappointment. The Company has received letter from K.K. Jhunjhunwala & Co. CharteredAccountants (Reg. No. 111852W) to the effect of their appointment if made would be inprescribed limit under Sections 139 and 142 of the Act. The Audit Committee and Board ofDirectors recommend reappointment of K.K. Jhunjhunwala & Co. Chartered Accountants(Reg. No. 111852W) as Auditors of the Company to hold office conclusion of the ensuing AGMtill the conclusion of next AGM and to fix their remuneration. The Notes on Accountsreferred to in the Auditors' Report are self-explanatory and do not call for any furthercomments.
8. 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.
9. RELATED PARTY TRANSACTIONS:
There are no contracts or arrangements with related parties referred to section 188(1)of the companies Act 2013.
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.
11. FINANCIAL HIGHLIGHTS AND COMPANY AFFAIRS:
Your Company has earned total revenue of Rs8.78 lakhs in Financial Year 2014-15 ascompared to loss Rs31.53 lakhs in Financial Year 2013-14. The profit/(Loss) after tax inFinancial Year 2014-15 is Rs(0.14) lacs as compared to loss Rs46.21 lakhs in FinancialYear 2013-14.
Due to non-availability of sufficient funds your directors express their inability torecommend any dividend for the year under review.
13. 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 therisk trend exposure and potential impact analysis carried out by the management. It wasspecifically confirmed to the Committee by the MD & CEO and the CFO that themitigation plans are finalised and up to date owners are identified and the progress ofmitigation actions are monitored.
14. SHARE CAPITAL
The Issued Subscribed and Paid-Up Equity Share Capital as on 31st March 2015 wasRs48609000. 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 2015 none of the Directors of the Company holds instrument convertible into equityshares of the Company.
15. 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 Company's 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.
16. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
As per Clause 49 of the Listing Agreement entered with the BSE a separate Report onManagement's Discussion and Analysis forms an integral part of this Report.
17. 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.
18. SEXUAL HARASSMENT
During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. TheCompany has complied with the requirement of formation of a suitable committee as requiredunder the said act.
19. PARTICULARS REQUIRED UNDER THE LISTING AGREEMENT LISTING
The Equity Shares of the Company are at present listed with the following StockExchanges:-
|The Ahmedabad Stock : ||Manek Chowk Ahmedabad - 380 001 |
|Exchange || |
|Jaipur Stock Exchange Ltd : ||Malviya Nagar Jaipur - 302 017 |
|The Mumbai Stock Exchange : ||Phiroze Jeejeebhoy Towers Dalal St. Mumbai |
20. 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.
21. INFORMATION ON ENERGY CONSERVATION AND FOREIGN EXCHANGE
There was no foreign exchange earnings or outgo during the year under review. Hencethe information as required under Section 134(3)(m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 is to be regarded as Nil. The Company has not enteredinto any technology transfer agreement
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 ||PLACE: - MUMBAI. |
|For ALKA DIAMOND INDUSTRIES LIMITED ||DATE : - 03.09.2015 |
|GOPAL M. VERMA || |
|CHAIRMAN & MANAGING DIRECTOR || |
|DIN: 01687709 || |