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Mini Diamonds (India) Ltd.

BSE: 523373 Sector: Consumer
NSE: N.A. ISIN Code: INE281E01010
BSE 11:27 | 19 Jan 10.19 -0.20
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OPEN 10.19
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VOLUME 6400
52-Week high 10.81
52-Week low 5.40
P/E 9.52
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 10.19
Sell Qty 1865.00
OPEN 10.19
CLOSE 10.39
VOLUME 6400
52-Week high 10.81
52-Week low 5.40
P/E 9.52
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 10.19
Sell Qty 1865.00

Mini Diamonds (India) Ltd. (MINIDIAMONDSI) - Director Report

Company director report

To

The Members

Mini Diamonds (India) Ltd

Your Directors are pleased to present the Thirtieth Annual Report along with AuditedFinancial Statements and Auditor’s Report of your Company for the Financial yearended 31st March 2017. The Management Discussion and Analysis report has also beenincorporated into this report.

The State of the Company’s Affairs:

1. Key Financial Highlights:

The financial performance of your Company for the financial year ended 31st March 2017is summarized below:

Particulars Standalone Financials
For the year ended 31st March 2017 For the year ended 31st March 2016
Revenue from operations 1277725859 1294784314
Other Income 835835 907587
Total Income 1278561694 1295691901
Earnings before Depreciation and Amortization 6745296 9391864
Less: Depreciation and Amortization 1891218 1682634
Net Profit before Exceptional items & Taxes 4854078 7709230
Add: Exceptional items - -
Net Profit for the year before Taxes 4854078 7709230
Less: Provision for Taxes
Current Tax 2075000 2790000
Deferred Tax Assets (334703) (190440)
(Excess)/ Short Provision for tax of earlier years - -
Profit after tax 3113781 5109670

Financial Performance

During the year under review your Company has reported a Total Revenue of INR1278561694/- out of which non-operating revenue is INR 835835/- which has decreasedby INR 71752/- as compared to the previous year.

2. Dividend:

Your Directors have not recommended any dividend for the financial year ended 31stMarch 2017 due to conservation of profits and in keeping in view the Company’sperformance during the current year.

3. Transfer to Reserves:

The Company has not transferred any amount to Reserves.Hence the entire amount ofprofit for the year under review has been carried forward to the statement of profit andloss.

4. Material changes and commitments if any affecting the financial position ofthe company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report:

The Company has not undergone any material changes during the year.

5. Particulars of Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo:

A. CONSERVATION OF ENERGY

The operations of your company are not energy intensive. However the Company makes itsbest efforts for conservation of energy in its factory and office premises.

B. TECHNOLOGY ABSORPTION ADAPTATIONS & INNOVATION

The Company has not carried out any specific research and development activities. TheCompany uses indigenous technology for its operations. Accordingly the informationrelated to technology absorption adaptation and innovation is reported to be NIL.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows.

Particular Financial Year16-17 Financial Year15-16
Earnings in Foreign Currency INR 266584903/- INR 299102495/-
Expenses in Foreign Currency INR 701743813/- INR 834220761/-

6. Change in the Nature of Business:

There has been no change in the nature of business of the Exchange during the yearunder review.

7. Annual return:

The extract of annual return for the financial year 2016-17 is attached in Annexure I

8. Fixed Deposits:

Your Company has not accepted any deposits within the meaning of Section 73(1) of theCompanies Act 2013 and the Rules made thereunder.

There are no Deposits accepted or lying with Company which are not in compliance withthe requirements of Chapter V of the act.

9. Board Meetings:

The Board of Directors (herein after called as "the Board") met for 5 numberof times during the Year under review.

Sr. No. Date of Meetings Venue and time of the meeting Directors present Directors to whom Leave of absence was granted
1 30th May 2016 7-A Nussar House ground 1) Himanshu Kailas Shah None
floor opposite Panchratna 2) Upendra Narottamdas Shah
Building Opera House 3) Dilip JaswantShah
Mumbai-400 004 at 4.00 P.M 4) Samay Yogesh Koradia
5) Sameep Bharat Shah
6) Mihika BharatShah
2 30th July 2016 7-A Nussar House ground 1) Himanshu Kailas Shah None
floor opposite Panchratna 2) Upendra Narottamdas Shah
Building Opera House 3) Dilip JaswantShah
Mumbai-400 004 at 4.00 P.M 4) Samay Yogesh Koradia
5) Sameep Bharat Shah
6) Mihika BharatShah
3 8th September 2016 7-A Nussar House ground 1) Himanshu Kailas Shah None
floor opposite Panchratna 2) Upendra Narottamdas Shah
Building Opera House 3) Dilip JaswantShah
Mumbai-400 004 at 11.00 A.M 4) Samay Yogesh Koradia
5) Sameep Bharat Shah
6) Mihika BharatShah
4 15th November 2016 Office no. DE-8082 Bharat 1) Himanshu Kailas Shah None
Diamond Bourse Bandrakurla 2) Upendra Narottamdas Shah
Complex Bandra (East) 3) Dilip JaswantShah
Mumbai Maharashtra 400051 4) Samay Yogesh Koradia
5) Sameep Bharat Shah
6) Mihika BharatShah
5 14th February 2017 Office no. DE-8082 Bharat 1) Himanshu Kailas Shah
Diamond Bourse Bandrakurla 2) Upendra Narottamdas Shah
Complex Bandra (East) 3) Dilip JaswantShah
Mumbai Maharashtra 400051 4) Samay Yogesh Koradia
5) Sameep Bharat Shah
6) Mihika BharatShah

10. Change in Directors and key managerial personnel.

There has been Appointment of Mr. Vijay Gupta Company secretary during the reportingperiod.

11. Statement on declaration given by the independent directors under section 149 (6)of the companies act 2013:

Pursuant to Section 149 (4) of the Companies Act 2013 read with The Companies(Appointment and Qualifications of Directors) Rules 2014 the Central Government hasprescribed that your Company shall have minimum two Independent Directors.

In view of the above provisions your Company has following Independent Directors:

Sr. No. Name of the Independent Director Date of appointment
1. SAMAY YOGESH KORADIA 29/05/2013
2. SAMEEP BHARAT SHAH 30/07/2011
3. MIHIKA BHARAT SHAH 29/05/2013

All the above Independent Directors meet the criteria of ‘independence’prescribed under section 149(6) and have submitted declaration to the effect that theymeet with the criteria of ‘independence’ as required under section 149(7) of theCompanies Act 2013.

12. Committees of Board:

With a view to have a more focused attention on business and for better governance andaccountability the Board has constituted the following mandatory committees viz. AuditCommittee Stakeholders’ Relationship Committee Nomination and RemunerationCommittee. The terms of reference of these Committees are determined by the Board andtheir functioning reviewed from time to time. Meetings of each of these Committees areconvened by the respective Chairman of the Committee who also inform the Board about thesummary of discussions held in the Committee Meetings. The Minutes of the CommitteeMeetings are sent to all Directors individually and tabled at the Board Meetings.

A. Nomination and Remuneration Committee:

In accordance with Section 178 of the Companies Act 2013 your Company hasre-constituted a Nomination and Remuneration Committee consisting of 3 non-executivedirectors out of which not less than one-half are independent directors.

The Composition of the Committee is as under:

Chairman: Mr. Sameep Shah - Non-Executive and Independent Director
Members: 1) Mr. SamayKoradia - Non-Executive and Independent Director
2) Ms. Mihika Shah - Non-Executive and Independent Director

The Nomination and Remuneration Committee has formulated policy on Directors’appointment and remuneration including criteria for determining qualifications positiveattributes independence of a Director and other matters provided under sub-section (3) ofsection 178 and the policy formulated by the Committee is attached herewith in AnnexureII.

B. Audit Committee:

The Audit Committee acts as a link between the statutory &internal auditors and theBoard of Directors. It assists the Board in fulfilling its oversight responsibilities ofmonitoring financial reporting processes reviewing the Company’s established systemsand processes for internal financial controls governance and reviewing the Company’sstatutory audit activities. The Committee is governed by a Charter which is in line withthe regulatory requirements mandated by the Companies Act 2013 and SEBI (Listing SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. Some of the importantfunctions performed by the Committee are: The Composition of the Committee is as under:

Chairman: Mr. Sameep Shah Non-Executive and Independent Director
Members: 1) Mr. SamayKoradia Non-Executive and Independent Director
2) Mr. Himanshu K. Shah Executive Director

Secretary: *Mr. Vijay Gupta Company Secretary of the Company shall act as Secretary ofthe committee *Mr. Vijay Gupta was appointed as Company Secretary wide resolution dated30/07/2016. The functions of the Audit Committee are broadly:

(a) Overview of the company’s financial reporting process and the disclosure ofits financial information to ensure that the financial statement is correct sufficientand credible.

(b) Review and monitoring of internal control system and compliance of auditobservations of the Auditors

(c) Review of the financial statements before submission to the Board.

(d) Supervision of other financial and accounting matters as may be referred to by theBoard.

(e) Reviewing with the management performance of statutory and internal auditors andadequacy of internal control systems

(f) Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as have post-audit discussion to ascertain any area of concern.

(g) Reviewing the company’s financial and risk management policies.

(h) Overseeing vigil mechanism for adequate safeguards against victimisation of personswho use such mechanism and make provision for direct access to the chairperson of theAudit Committee in appropriate and exceptional cases.

13. Internal Control Systems and Its Adequacy:

The Company has in place well defined and adequate internal financial controls and thesame were operating effectively throughout the year.

The Company has timely statutory audit and procedural checks in place. The Boardevaluates the efficacy and adequacy of internal control system its compliance withoperating systems and policies of the Company and accounting procedures at all locationsof the Company. Based on the process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.

14. Internal Control over Financial Reporting (ICFR):

The Company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. During the year such controls were testedand no reportable material weakness in the design or operations were observed. The companyhas policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to company’s policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.

15. The vigil mechanism:

The Company has a vigil mechanism to report concerns about unethical behavior actual /suspected frauds and violation of Company’s Code of Conduct or Ethics Policy.Protected disclosures can be made by a whistle blower through several channels. The AuditCommittee of the Board oversees the functioning of Vigil Mechanism in accordance with theprovisions of the Companies Act 2013 and the Listing Agreement. The said Mechanism isestablished for directors and employees to report their concerns. The procedure and otherdetails required to be known for the purpose of reporting such grievances or concerns isuploaded on the website of the Company.

16. Familiarisation Program for The Independent Directors:

In compliance with the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has put in place a Familiarization Program forthe Independent Directors to familiarize them with the working of the Company theirroles rights responsibilities in the Company nature of the industry in which theCompany operates business model etc.

17. Qualification given by the Auditors:

A. Qualification Given by the Statutory Auditors:

The remark made by auditor is self explanatory provided under Annexure A of IndependentAuditors Report at Point no. 3.

B. Qualification Given By the Secretarial Auditor:

Secretarial Auditor has given 10 qualification remarks in his report which is selfexplanatory in Form MR. 3 attached as annexure VIII.

The Explanation on the same are as follow:

1. Your Board is proposing special resolution for the same in the ensuing AnnualGeneral Meeting to ratify the transaction.

2. Your Company has taken a loan from partnership firm under which the ManagingDirector’s Son is a partner.

3. The Board is considering the same and proposing special resolution in ensuing AnnualGeneral Meeting.

4. Your Company is falling under the class as mentioned under Section 203(1) whichrequires appointment of Chief Financial Officer as company is looking for such suitablecandidate appointment has not been made during the year

5. Your Company has not appointed Secretarial Auditor for conducting audit for thefinancial year 2015-16.

6. The Company was unable to upload the said documents due to technical issue.

7. The Company was unable to upload the said documents due to technical issue and hencethe delay.

8. Shareholding of the promoters is not in dematerialized form however company hasinitiated the process and shall comply with Regulation 31(2) of LODR in due course oftime.

9. Company has not maintained functional website as mentioned under Regulation 46 ofLODR however company has started the process with respect to the same.

10. The Company was unable to upload the said documents due to technical issue andhence the delay.

18. Risk Management:

The Board of Directors of your Company have identified industry specific risk and otherexternal internal political and technological risk which in opinion of the board arethreat to the Company and Board has taken adequate measures and actions which are requiredto take for diminishing the adverse effect of the risk.

19. Particulars of Loans Guarantees or Investments:

Pursuant to section 186 of Companies Act 2013 and Schedule V of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations") disclosure on particulars relating to Loansadvances guarantees and investments are provided as part of the financial statements andalso detailed in Annual Report.

20. Annual Evaluation by the Board of Its Own Performance and that of Its Committeesand Individual Directors:

During the year the Board adopted a formal mechanism for evaluating its performance aswell as that of its Committees and individual Directors including the Chairman of theBoard. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors.

The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.

Having regard to the industry size and nature of business your company is engaged inthe evaluation methodology adopted is in the opinion of the Board sufficientappropriate and is found to be serving the purpose.

21. Auditors:

M/s. V.A. Parikh Chartered Accountants Statutory Auditors of your Company isrequired to ratify pursuant to the provisions of Section 139 of the Companies Act 2013read with Rule 3 of the Companies (Audit and Auditors) Rules 2014 for his appointment ofthe Statutory Auditors of the Company in every Annual General Meeting until the expiry ofhis term as an Auditor of the Company in the manner as approved by the members.

22. Secretarial Auditor:

Your Company has appointed Pramod S. Shah & Associates as Secretarial Auditoraccording to the provision of section 204 of the Companies Act 2013 for conducingsecretarial audit of Company for the financial year 2016 17.

23. Disclosure of Remuneration Paid to Director and Key Managerial Personnel:

Details of remuneration of each director to the median remuneration of the employeespursuant to section 197 read with rule 5 of the Companies Act 2013 is attached to thisreport as Annexure III

24. Particulars of Employees:

None of the employees of the Company is drawing remuneration in excess of the limitsprescribed under Rule (5) (2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

25. Related Party Transactions:

All transactions entered into with related parties during the year were on arm’slength basis in the ordinary course of business and in line with the threshold ofmateriality defined in the Company’s policy on Related Party Transactions.

There have been no materially significant related party transactions between theCompany and related parties except for those disclosed in the financial statements AllRelated Party Transactions are placed on a quarterly basis before the Audit Committee andalso before the Board for approval. Prior omnibus approval of the Audit Committee isobtained for the transactions which are of a foreseeable and repetitive nature.

The particulars of contracts or arrangements with related parties referred to insection 188(1) and applicable rules of the Companies Act 2013 in Form AOC-2 is providedas Annexure IV of this Annual Report.

26. Significant and Material Orders Passed by the Regulators or Courts:

a) BSE (Listing Agreement): Suspension of trading in Securities. Pursuant to theprovisions of Circular no. CIR/MRD/DSA/31/2013 issued by Securities and Exchange Board ofIndia (SEBI) and Exchange Notice No. 20140117-20 with respect to Standard OperatingProcedure (SOP) for suspension and revocation of equity shares of listed entities fornon-compliance of certain clauses of the Listing Agreement; your company is under‘revocation of suspension’ procedure. The company has duly complied with all theregulations of Listing Agreement and has duly paid the regulatory fine and fees as desiredby the Exchange Authorities. The revocation process is still in continuance and shallcomplete in due course of time.

b) Hon’ble Additional Chief Metropolitan Magistrate 40th Court: Registrar ofCompanies Mumbai has filed complaint against the Company and Managing Director of theCompany for non filing of three copies of balance sheet and profit and loss accounttogether with all documents required to be attached / annexed pursuant to provisions of220(3) of the Companies Act 1956. The Company has appointed Advocate to appear andpresent the case on behalf of the Company. Advocate is in total control of the proceedingsand has proper and timely devised procedure in place to appear and present the case.

27. Sexual Harassment:

Your Company has always believed in providing a safe and harassment free workplace forevery individual through various interventions and practices. The Company always endeavorsto create and provide an environment that is free from discrimination and harassmentincluding sexual harassment.

During the year ended 31 March 2017 no complaints have been received pertaining tosexual harassment.

28. Revision of Financial Statement of the Company/The Report of The Board:

The Financial Statement of the Company and Board’s Report has not been revisedduring the Financial Year 2016 -2017 as per Section 131 of the Companies Act 2013.

29. Details of New Subsidiary/ Joint Ventures/Associate Companies:

There are no subsidiaries joint venture or associate companies.

30. Disclosure With Respect to Specified Bank Notes and Other Denomination NotesPursuant to Notification Issued By Ministry of Corporate Affairs:

Particulars SBNs Other denomination notes Total
Closing cash in hand as at 8th November 2016 300000 38868 338868
(+) Permitted receipts 223000 223000
(-) Permitted payments 167057 167057
(-) Amount deposited in Banks 300000
Closing cash in hand as at 31st December 2016 - 94811 94811

28. Directors’ Responsibility Statement:

Pursuant to sub-section (5) of Section 134 of the Companies Act 2013 and to the bestof their knowledge and belief and according to the information and explanations obtained/received from the operating management your Directors make the following statement andconfirm that-

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

29. Indian Accounting Standards:

The Ministry of Corporate Affairs (MCA) vide its notification in the official gazettedated 16th February 2015 notified the Indian Accounting Standards (Ind AS) applicable tocertain classes of companies. Ind AS has replaced the existing Indian GAAP prescribedunder Section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts)Rules 2014. Ind AS is applicable to your Company from 01st April 2016 with a transitiondate of 01st April 2015 and IGAAP as the previous GAAP.

30. The State of Company’s Affairs

The company is indulged in cutting and polishing of Diamonds and trading of the same.

31. Management Discussion and Analysis:

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Report on your Company’sperformance industry trends and other material changes with respect to your Company andits subsidiaries wherever applicable are presented in a separate section forming a partof this Annual Report

32. Corporate Social Responsibility

The company has not falling under the criteria of Section 135 of the Companies Act2013 to constitute a committee and to spent in CSR activity. However your company assurethat it will comply with Section 135 when the section will be applicable on company.

33. Disclosure of Remuneration Paid To Director and Key Managerial Personnel andEmployees:

Information required pursuant to Section 197 (12) of the Companies Act 2013 read withRule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is provided as Annexure VII to this report. A statement containing the names of thetop ten employees in terms of remuneration drawn as required pursuant to Section 197 ofthe Companies Act 2013 read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is set out in Annual Report. Howeverthere was no employee in the Company drawing remuneration in excess of limit specified inRule 5(2) (i) to (iii) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 hence no such details are provided.

The further details with regard to payment of remuneration to Directors and KeyManagerial Personnel are provided in Form No. MGT 9- Extract of annual return appended asAnnexure I.

34. Participation in the Green Initiative:

Your Company continues to wholeheartedly participate in the Green Initiative undertakenby the Ministry of Corporate Affairs (MCA) for correspondences by Corporate to its Membersthrough electronic mode. All the Members are requested to join the said program by sendingtheir preferred e-mail addresses to the Registrar and Share Transfer Agent.

33. Acknowledgement

Your Directors place on record their sincere gratitude for the assistance guidance andco-operation the Company has received from all stake holders. The Board further places onrecord its appreciation for the dedicated services rendered by the employees of theCompany.

For and on behalf of the Board
Upendra Shah
DIN: 00748451
Chairman
Place : Mumbai
Date :11/08/2017