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Laser Diamonds Ltd.

BSE: 531164 Sector: Consumer
NSE: N.A. ISIN Code: INE995E01015
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OPEN 0.77
CLOSE 0.78
VOLUME 100
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52-Week low 0.77
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Laser Diamonds Ltd. (LASERDIAMOND) - Chairman Speech

Company chairman speech

CORPORATE GOVERNANCE

STATEMENT AND REPORTS ON CORPORATE GOVERNANCE:

A MANDATORY REPORTS ON CORPORATE GOVERNANCE:

I. Company's Philosophy on Corporate Governance:

The Company's philosophy is aimed at exhibiting maximum transparency to the Investorsby providing them with more information. This is done not only with the Information thatare to be revealed under mandatory provisions but also with those formation whichaccording to the Management and the Board are relevant to the investors and otherStatutory Authorities to whom these Reports are addressed to:

H. BOARD OF DIRECTORS:_

Name Designation Category No of Board Meetings attended During 2011-12 Whether attended the Last AGM No of Directorships in public companies No of other Board Committees in which he/she is Member or Chairperson
Mr. LaHt Kumar Samdaria Director Executive 4 Yes Nil 1 Chairman
Mr. Rikhabchand Samdaria Director Executive 6 Yes Nil 2 Members
Mr. S. Goutham Director Non-Executive 6 Yes Nil 1 Chairman
2 Members
Mr. Sharad Parekh [part] Director Non-Executive 3 Yes Nil 1 Chairman
2 Members
Mr.Tarun Chordia [part] Director Non-Executive 3 No Nil 1 Chairman
2 Members

Mr. Sharad Parekh Resigned and Mr. Tarun Chordkj was Appointed on 7th October 2011

BOARD MEETINGS:

Six Board Meeting were held on the following dates:

27.04.2011.20.07.2011,25.08.2011.31.10.2011,23.01.2012 and 12.03.2012

None of the Directors is member in more than 10 committees or acting as Chairman ofmore than Five Committees.

Ill AUDIT COMMITTEE:

Constitution:

The Committee consists of 3 Directors.

1. Mr. S. Goutham Chairman
2.Mr. TarunChoraia Director
3. Mr. RikhabChand Samdaria Director

The Committee is chaired by Mr. S. Goutham Change in constitution of the AuditCommittee

Consequent upon resignation of Mr. Sharad parekh and appointment of Mr.Tarun Chordiawith effect from 7th October 2011 the audit committee was also changed and Mr.Tarun Chordia was replaced in place of Mr. Sharad Parekh.

TERMS OF REFERENCE:

The charter of the committee is as prescribed under clause 49 of the Listing Agreementviz.,

1. Oversight of Company's Financial reporting process and disclosure of its financialinformation to ensure that the financial statements are correct, sufficient and credible.

2. Recommending the appointment and removal of external auditors, fixation of audit feeand also approval of any other services.

3. Reviewing with the management the annual financial statements before submission tothe Board focusing primly on:

i) Any charges in accounting policies and practices.

ii) Major accounting entries based on exercise of judgment by Management.

iii) Qualification in draft audit report.

iv) Significant adjustments arising out of audit.

v) The "Going Concern" assumption.

vi) Compliance with Accenting Standards

vii) Any related party transaction ie.. transaction of the company of material naturewith promoters of the management and their subsidiaries or relatives etc., that may havepotential conflict with the interest of the company of large

4. Reviewing with management external and internal audit function including thestructure of internal control system.

5. Reviewing the adequacy of internal audit function including the structure ofInternal audit department, staffing and seniority of the official heading the department,reporting structure coverage and frequency of internal audit.

6. Discussing with internal auditors any significant findings and follow up thereon.

7. Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud and irregularly or a failure of internal controlsystems of a material nature and reporting the matter of the Board

8. Discussing with me external auditors before the audit commences, nature and scope ofaudit, as well as post-audit discussion to ascertain any area of concern.

9. Reviewing the company's financial and risk managements policies.

10. Looking Into the reasons for substantial defaults In the payment to the depositors,debenture holders, shareholders (In case of non payment of declared dividend) andcreditors.

Meetings and attendance:

The Audit committee met 4 (four) times during the year I.e. on27.04.2011,20.07.2011,31.10.2011 and 23.01.2012 and all the director have attended themeetings.

IV. REMUNERATION COMMITTEE:-

Constitution:

The Committee consists of 3(Three) directors.

1. Mr. Tarun Chordia Director
2. Mr. S.Goutham Director
3. Mr. Rlkrrab Chand Samdarla Director

The committee Is headed by Mr. Tarun Chordia.

Change in constitution of the Remuneration Committee

Consequent upon resignation of Mr. Sharad parekh and appointment of Mr.Tarun Chordiawith effect from 7th October 2011 the audit committee was also changed and Mr. TarunChordia was replaced in place of Mr. Sharad Parekh

TERMS OF REFERENCE:

The Remuneration committee has been constituted to recommend and review theremuneration packages of the Directors and to formulate a broad policy for managementremuneration.

REMUNERATION POLICY:

The Remuneration Policy as outlined by the committee aims at recognizing and rewardingperformances and achievements, while fixing the remuneration of Directors, theircontribution by way of their professional. This policy is in tune with current nationaland international practices.

MEETINGS AND ATTENDANCES:

During the year 2011-12, the committee met twice i.e on 27.04.2011 and 31.10.2011.

DETAILS OF REMUNERATION OF DIRECTORS:

Remuneration of Rs: 10,000/-[ Rupees Ten Thousand only] has been paid to a DirectorMr.Rikhab Chand Samdaria.

V. SHARE HOLDERS COMMITTEE:

Constitution:

The Committee consists of 3 (Three) Directors.

1. Mr. Lalit Kumar Samdaria Director
2. Mr.S. Goutham Director
3. Mr. Tarun Chorida Director

The Committee is headed by Mr. Lalit Kumar Samdaria Change in constitution of the ShareHolders Committee:

Consequent upon resignation of Mr. Sharad parekh and appointment of Mr.Tarun Chordiawith effect from 7th October 2011 the audit committee was also changed and Mr. TarunChordia was replaced in place of Mr. Sharad Parekh Name and designation of the ComplianceOfficer Mr. Lalit Kumar Samdaria Pending Share Transfers: There are no pending transfers.

Details of the last three AGMs held ewe given below:

Date of Meeting Time of Meeting Venue of the Meeting Special Resolutions passed at AGM
29.09.2011 10.30 a.m. "RAGAAS- No. 4 7,1st Avenue. Nil
17th AGM Shastri Nagat ChermoWOO 020
28.09.2010 10.30 am "RAGAAS" No.47, 1 "Avenue. Nil
16th AGM Shastri Nagar. CheonanWO 020
29.09.2009 10.30 a.m. 'RAGAAS-No.47, 1st Avenue. Nil
15th AGM Shastri Nagat Chenni 600020

No special resolution has been passed by way of postal ballot

VII. DISCLOSURES:

There are to materially significant transaction made by the company with its promoters,the directors or the management, their subsidiaries or relatives etc., which requireseparate disclosure. No penalties / strictures have been imposed on the company byany regulatory authority for non compliance of any low.

VIII. MEANS OF COMMUNICATIONS:

Quarterly Results:

The Company has published Its quarterly Financial Results regularly

Company e.mal ID: laserclcmDrKJs@yahoo.co.in/ irrfci@lasefdicmDndsltd.co. In

Company Website: www.laserclarmondsttd.co.in

Management Discussion and Analysis Report:

The Management Discussion and Analysis Report Is included in the Director's Report andForms part of the annual Report.

(Annexure A to me Directors Report).

IX. GENERAL SHAREHOLDER INFORMATION:

Number of AGM 18th AGM
Date 28th September 2012
Day Friday
Time 10.30 AM
venue "RAGAAS" No.47,1st Avenue, Shastrl Nagar, Chennai-600 020
Financial year 1st April 2011 to 31st March 2012.
Book Closure date 21.09.2012 to 28.09.2012(Both days Inclusive).
Dividend Payment date Not Applicable.
Listing of Stock Exchange Madras. Bombay and Ahmedabad
Listing Fee Listing Fee paid upto: 2012-13 (Madras. Bombay and Ahmedabad)
Stock Code 531164
ISIN allotted to Equity Shares INE995E01015
Registrar & Transfer Agents M/s. Cameo Corporate Services Ltd, "Subramaian Building" No" 1, Club House Road, 5th Floor, Chennai 600 002.

SHARE TRANSFER SYSTEM:

The share transfers are processed and the share certificates returned within a periodof 10 to 15 days from the date of receipt, so long as the documents have been clear in allrespects. The Company has, as per SEBI Guidelines offers the facility of transfer cumdemat.

SHARE HOLDING PATTERN as on 31st March 2012:

Category Shares %
A. Promoters Holding:
1 .Promoters:
Indian Promoters
Mr. Lalit Kumar Samdaria 1330193 32.84
Mrs. HemlcrfrxaSamdaria 437551 10.80
Mr. Rikhab Chand Samdaria 233552 5.77
Foreign Promoters Nil Nil
2. Persons Acting in concert 18403 0.46
Sub-Total 2019699 49.87
B. Non Promoters Holding:
3. Instructional Investors
a) Mutual Funds and UTI Nil Nil
b) Banks, Financial Institution. Insurance Companies (Central/State Govt/ Institutions/ Non-Govt Institutions) City Union Bank Nil Nil
c) Fll's Nil Nil
Sub Total Nil Nil
4. Others:
a) Private Bodies Corporate 44800 1.11
b) Pan Link Consultants Nil Nil
c) Indian Public 1985501 49.02
d) NRI/ OCB's Nil Nil
e) Any Other (Please Specify)
Shares In Transit NB Nil
Forfeited Shares Nil Nil
Foreign National Nil Nil
Sub-Total 2030301 50.13
Grand Total 4050000 100.00

Distribution of Shareholding as on 31st March, 2012

Share holders

Shareholdings

Shares Number % of total Shares % of total
Upto-500 2570 73.7446 699502 17.2716
501-1000 653 18.7374 448700 11.0790
1001-2000 128 3.6728 195300 4.8222
2001-3000 49 1.4060 129100 3.1876
3001-4000 28 0.8034 100600 2.4839
4001-5000 21 0.6025 98500 2.4320
5001-10000 18 0.5164 120102 .2.9654
10001 and above 18 0.5164 2258196 55.7579
TOTAL 3485 100.0000 4050000 100.0000

Categories of Shareholding as on 31st March, 2012

Promoters/Directors and Relatives 2019699 49.87
Private Corporate Bodies 44800 1.11
Indian Public 1985501 49.02
TOTAL 40.50.000 100.00

 

Dematerialisation of Shares 8c Liquidity:
Shares in Demat: 23,60,297 58.28 %
Shares in Physical: 16,89,703 41.72%
TOTAL 40,50,000 100.00

Outstanding GDR's/ADRs./Warrants - Nil

Address for Correspondence: No.41, Veerappan Street. Ground Floor, Sowcarpet,Chennai - 600 079.

Factory Location: Nil
By order of the Board
Place : Chennai For LASER DIAMONDS LIMITED
Date : 24.08.2012 RIKHABCHAND SAMDARIA

AUDITOR CERTIFICATE REGARDING COMPLIANCE WITH CONDITIONS OF CORPORATE GOVERNANCE UNDERCLAUSE 49 of the listing Agreement:-

Registration No of the Company 29777
Nominal Capital 5.00.00.000/-

To

The members of the Laser Diamonds Ltd.. Chennai

We have examined all the relevant records of M/s. Laser Diamonds Ltd. Chennai for thepurpose of certifying compliance of the conditions of Corporate Governance under clause 49of the Listing Agreement with Bombay, Madras and Ahmedabad Stock Exchanges for thefinancial year ended 31.3.2012. I have obtained all the Information andexplanations which to the best of our knowledge and belief were necessary for the purposesof certification.

The Compliance of the conditions of Corporate Governance is the responsibility of themanagement. Our examination was limited to the procedure and implementation thereof. Thiscertificate is neither as assurance as to the future viability of the company nor of theefficacy or effectiveness with which the management has conducted the affairs of theCompany.

On the basis of our examination of the records produced, explanation and informationfurnished, we certify that the Company has compiled with the conditions of corporategovernance as stipulated in the above listing Agreement.

Sd/-
Date: 24.08.2012 (BHARAT KUMAR N. JAIN)
Place: Chennai Chartered Accountant
Membership No.027891

Certification by CEO and CFO s Issued pursuant to revised Clause 49 of the ListingAgreement:

I, Rikhabchand Samdarla Director of M/s Laser Diamonds Limited, Chennai certifythat:

(a) I have reviewed the financial statements including the cash flow statementof M/s. Laser Diamonds Limited, Chennai for the year ended 31st March 2012

I. To the best of my knowledge and belief, the financial statements including cash flowstatements do not contain any materially untrue statement or omit any material fact orcontains statements that might be mis- leading:

II. To the best of my knowledge and belief, the financial statements including cashflow statements presents a true and fair view of company's affairs and are in compliancewith existing accounting standards, applicable laws and regulations

(b) To the best of my knowledge and belief, there are no transactions entered into bythe company during the year. which are fraudulent, illegal or violative to the company'scode of conduct.

(c) Based on my observance and on the basis of submission received throughsub-certification process, I certify that internal controls for financial reporting areestablished, maintained and are effective considering the nature and size of the business.Further no deficiencies have observed in design or operation of such internal controls forthe period covered by this report.

(d) During the period under review, no significant changes were observed in theinternal controls over financial reporting and. accounting policies of the company.Furthermore, no instance of fraud found by management or employees having a significantrole on the company's internal control system over financial reporting.

RIKHABCHAND SAMDARIA
Date: 24.08.2012 (Signature of the Certifying Authority)
Place: Chennai Director

 

VGB ASSOCIATES
COMPANY SECRETARIES
"Meenakshi"
New No:#45/old # 25, Second Circular Road.
JawaharNagar.
Chennai -600082
COMPLIANCE CERTIFICATE
NOMINAL CAPITAL RS.500.00 lacs
CIN.-.L52599TN1995PLC029777
To.
THE MEMBERS
M/S. LASER DIAMONDS LIMITED
NO:41 .VEERAPPAN STREET.
GROUND FLOOR, SOWCARPET,
CHENNAI 600079

I have examined the registers, records, books and papers of M/S.LASER DIAMONDSLIMITED, (the Company) as required to be maintained under the Companies Act, 1956,(the Act) and the rules made thereunder and also the provisions contained in theMemorandum and Articles of Association of the Company for the financial year ended on 31March, 2012. In my opinion and to the best of my Information and according to theexaminations carried out by me and explanations furnished to me by the company. Itsofficers and agents, I certify that In respect of-the aforesaid financial year:

1. The Company has kept and maintained all Registers as stated in Annexure 'A' to thiscertificate, as per the provisions of the Act and the rules made there under and allentries therein have been duly recorded.

2. The Company has duly filed the documents as stated in Annexure B to thiscertificate, with the Registrar of Companies, Tamilnadu, Chennai.

3. The Company being a Public Limited Company and hence the comments are not required.

4. The Board of Directors duly met Six (6) times ie. on 27-04-2011, 20-07-2011.25-08-2011, 31-10-2011, 23-01-2012 and 12.03.2012 in respect of which meetings propernotices were given and the proceedings were properly recorded and signed in the MinutesBook maintained for the purpose.

5. The Company has closed its Register of Members from 22nd September 2011to 29th September 2011 (both days lnclusive)during the Financial year.

6. The Last Annual General Meeting for the Financial year ended on 31st March 2011 washeld on 29th Day of September 2011 after giving due notice to the Members of the companyand the Resolution passed thereat were duly recorded in Minute Book maintained for thePurpose.

7. No Extra ordinary General Meetings was held during the Financial year.

8. The Company has Not advanced any Loan to its Directors and /or persons or Firms orCompanies referred to in Section 295 of the Act, during the Financial year.

9. As explained, there were No Transactions within the provisions of section 297 of theAct during the Financial year.

10. The Company has made necessary entries In the Register maintained under section 301of the Act to the extent applicable.

11. As there were no instances falling within the purview of section 314 of the Act,the Company was not required to obtain approvals from the Board of Directors, Members orCentral Government, as the case may be under this said section.

12. The Company has not issued any duplicate share Certificate during the financialyear.

13. The Company has

(i) Not Allotted any Shares / Securities and there were Transfer/ Transmission of Shareduring the Financial year.

(ii) The Company has not deposited any amount in a separate Bank account as no dividendwas declared during the Financial year.

(iii) The company was not required to post warrants during the Financial year.

(iv) The Company was not required to transfer any amounts in unpaid dividendaccount. application money due for refund, matured deposits, matured debentures and theinterest accrued thereon which have remained unclaimed or unpaid for a periodof seven years to Investor Education and projection Fund.

(v) The Company has generally complied with the requirements of section of 217 of theAct.

14. The Board of Directors of the Company is duty constituted. There were Resignationand appointment of Directos in the Board during the Financial year.

15. During the year the Company has not appointed any Managing Director and hence theProvision of Section 269 of the Act with regard to appointment of Managing Director /Whole time Director / Manager does not arise.

16. The Company has not appointed any sole selling agents during the financial year.

17. The company was not requited to obtain any approvals of the Central Government,company low Board, Regional Director, Registrar and/or such authorities prescribed underany of the provisions of the Act during the Financial year.

18. All the Directors have disclosed their interest in other companies or firmspursuant to the provisions of the Act and the Rules made there under.

19. The Company has not Issued any Shares/debentures/other Securities during theFinancial year.

20. The Company has not bought back any shares during the Financial year.

21. There was no redemption of preference shares of debentures during the Financialyear.

22. There were no transactions necessitating the Company to keep In abeyance the rightsto dividend and bonus shares pending registration of transfer of shares.

23. The Company has not accepted any deposits from the public as per the Provisions ofSection 58A and 58M of the Companies Act 1956 during the financial year.

24. The Company has not availed any Secured loan from any Banks/ Financial Institutionsand hence the provisions of Section 293(1) (d) of the Act, does not arise.

25. There were No Transactions with regard to making of any loans or advance or givingof guarantees or providing of securities to other bodies corporate In the Company withinthe purview of section 372A of the Act, during the Financial year.

26. The Company has not altered the provisions of the Memorandum with respect toSituation of the Company's Registered Office from one State to another during the yearunder scrutiny.

27. The Company has not altered the provisions of the Memorandum with respect to theObjects of the Company during the Financial year.

28. The Company has not Altered the provisions of the Memorandum with respect to Changein Name of the Company during the Financial year.

29. The Company has not altered the provisions of the Memorandum with respect to ShareCapital of the Company during the Financial year.

30. The Company has not altered its Articles of Association during the Financial year.

31. As informed by the Management, there were no prosecution initiated against or showcause notice received by the Company and no fines or penalties or any other punishment wasimposed on the Company during the financial year, for offences under the Act.

32. The Company has not received any money or security from its employees during theFinancial year.

33. As Explained, the provisions of Provident Fund and Miscellaneous Provisions Actpursuant to section 418 of the Act is not applicable to this company during the Financialyear.

Place: Chennai Signature:
Date: 24-08-2012 Name of Company Secretary: VGB SARMA
C.P.No:5294::FCSNo:2629

Annexure A

Registers as maintained bv the Company

1. Register of Members u/s 150 & 151 .-Maintained by Share Transfer Agents.

2. Register of Share Transfer .-Maintained by Share Transfer Agents.

3. Copies of Annual Return U/S. 159.

4. Minutes Book of Board Meetings & Genera! Meeting U/s 193.

5. Books of accounts u/s.209.

6. Register of Disclosure.

7. Register of Contracts u/s. 301.

8. Register of Directors. Managing Director, Manager and Secretary u/s. 303.

9. Register of Directors shareholding u/s. 307.

10. Register of charges.

Annexure B

Forms and Returns as fled by the Company with Register of Companies, Regional Director,Central Government or other authorities during the financial year ending on 31st March,2012.

A. FORMS AND RETURNS FILED WITH THE REGISTRAR OF COMPANIES:

Details of forms fled Details of SRN

Form 23AC.ACA-XBRL. P85597342/03-02-2012 filed for the year ended 31-03-2011 with
Additional Fling fee u/s. 220 of the Act.
Form 66 P84011972/29-12-2011 filed for the year ended 31 -03-2011 with
Additional Filing fee u/s 383A of the Act.
Form 208 P84162932/30-12-2011 filed with Normal Ring Fee u/s. 159 of the Act.
Form 32 B23623010/28-10-2011 filed with Normal Filing Fee.

B. FORMS FILED WITH CENTRAL GOVERNMENT. REGIONAL DIRECTOR OR OTHER AUTHORITIES

NIL
Place: Chennai Signature:
Date: 24-08-2012 Name of Company Secretary: VGB SARMA
C.RNo:5294::FCSNo:2629