You are here » Home » Companies » Company Overview » Sheetal Diamonds Ltd

Sheetal Diamonds Ltd.

BSE: 530525 Sector: Consumer
NSE: N.A. ISIN Code: INE786J01017
BSE LIVE 15:15 | 23 Aug 5.42 0.25
(4.84%)
OPEN

5.42

HIGH

5.42

LOW

5.42

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 5.42
PREVIOUS CLOSE 5.17
VOLUME 20
52-Week high 5.42
52-Week low 2.85
P/E 11.53
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 5.42
Sell Qty 299.00
OPEN 5.42
CLOSE 5.17
VOLUME 20
52-Week high 5.42
52-Week low 2.85
P/E 11.53
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 5.42
Sell Qty 299.00

Sheetal Diamonds Ltd. (SHEETALDIAMONDS) - Director Report

Company director report

To

The Members

Your Directors presents their 22nd Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2016.

STATE OF COMPANY'S AFFAIRS:

Your Company is in the business of Trading of Diamond & Diamond Jewellery in India& worldwide. It has a global network worldwide Single sales offices a Work force ofover 5 people that sell Multiple product to about 100 Plus customers India and abroad.

FINANCIAL PERFORMANCE:

(Rs. in Lacs)
Particulars Standalone
March 2016 March 2015
Income from operation 995.84 383.44
Other Income 0.48 0.98
Total Income 996.32 384.42
Profit/(loss) before Interest Depreciation Tax and Exceptional Items 1000.68 3.93
Less Interest Expenses -- --
Less Depreciation (6.12) (6.58)
Less Exceptional Items -- --
Profit/(loss) before Tax (226.23) (2.65)
Less Provision for Taxation -- --
Net Profit/(Loss) after Tax (225.23) (2.65)

During the financial year 2015-16 the total income Increased by 159.17% to Rs. 996.33lacs as compared to last year's total income of Rs. 384.42 lacs. Loss Occurred of Rs.226.23 lacs due to Write off Investment of Company.

DIVIDEND AND BOOK CLOSURE

The Board of Directors does not recommend dividend on equity shares for the currentfinancial year.

The register of members and share transfer books will remain close from 23rdSeptember 2016 at 9.00 a.m. and ends on 27th September 2016 at 6.00 p.m(both days inclusive) for the 22nd Annual General Meeting of the Companyscheduled to be convened on 28th September 2016 at Park View 37 Lallubhai Park RoadAndheri (west)Mumbai- 400058.

FINANCIAL SITUATION

Reserves& Surplus

As at March 31 2016 Reserves and Surplus amounted to Rs. (151.93 lacs) as compared toRs.74.30 lacs of previous year. The said scenario is due to Investment Write-off duringthe year under review and contribution of losses by the company.

Long Term Borrowings

There has been no change in the Long Term Borrowings to Rs.9.80 compared to Rs.9.80lacs as at March 31 2016.

Short Term Borrowings

Company do not have any short term borrowing in the current period under review.

Fixed Asset

Net Fixed Assets as at March 31 2016 have reduced to Rs.19.74 lacs as compared to Rs.25.82 lacs in the previous year.

Investments

Company not made any investment in the current period under review.

SHARES CAPITAL

Authorised Capital

The current Authorised Share Capital of the Company is Rs. 60000000 (Rupees SixCrores) divided into 6000000 (Sixty Lacs) Equity shares of Rs.10/- each.

Equity Shares

The paid up Equity share capital of the Company as on March 31 2016 wasRs.50000000/- (Rupees Five Crores) comprising of 5000000 (Rupees Fifty Lacs) equityshares of Rs. 10/- each.

MEETINGS BOARD OF DIRECTORS

The Board normally meets once in a quarter and additional meetings are held as and whenrequired. During the year the Board of Directors met 4 times i.e. on May 28th2015 August 12 2015 October 26th 2015 & February 12 2016 . The datesof Board Meetings were generally decided in advance with adequate notice to all BoardMembers.

INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act 2013 the Company has receiveddeclarations from Mr. Niranjan Purushottam Vyas Mr. Pankaj and Mrs. Nita P. ShahIndependent Directors confirming that they meet the criteria of independence as specifiedin Section 149(6) of the Act.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION PURSUANT TO SECTION 178(3) OF THECOMPANIES ACT 2013

The Board of Directors of your Company in consultation with Nomination and RemunerationCommittee had formulated and adopted Code for Independent Directors and which containspolicy on director's appointment and remuneration including criteria for determiningqualification positive attributes and independence of directors.

Board of Directors of the Company duly consider appointment of the Directors inadherence with the policy prescribed under the code of independent directors andprovisions of section 178(3) of the Companies Act 2013.

AUDIT COMMITTEE

The Company has an Independent Audit Committee comprising of 2 (Two) IndependentDirectors and 1 (one) Managing Director. Mr. Niranjan Purushottam Vyas Mr. Pankaj VinodShah and Mr. Vinod T. Shah Managing Director of the Company are Members of the Committee.All the members of the Audit Committee are financially literate. In view of theirprofessional qualification and experience in finance all are considered to have financialmanagement and accounting related expertise. Terms of reference of the Audit committee areelaborated in the Corporate Governance report which forms the part of this Annual Report.

EVALUATION OF PERFORMANCE OF BOARD

During the year a separate Meeting of Independent Directors of the Company was held on28th March 2016 which was attended by all the Independent Directors to discuss andreview the self assessment of Directors Board and Committees thereof and also assess thequality content and timeliness of flow of information between the Management and theBoard.

DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors confirms that:

(a) in the preparation of the annual accounts for the financial year ended March 312016 the applicable accounting standards had been followed along with proper explanationrelating 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 in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

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

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Company hasimplemented several best Corporate Governance Practices as prevalent globally. Incompliance with Listing Obligation & Disclosure Regulations 2015 entered into withthe Stock Exchanges a Report on the Corporate Governance along with the certificate fromthe Statutory Auditors of the Company on compliance with the provisions of the said Clauseis annexed and forms part of the Annual Report.

LOANS MADE GUARANTEES GIVEN OR INVESTMENTS IN SECURITIES BY THE COMPANY.

Particulars of loans made guarantees given or investments in securities by the Companyare provided in the Note 10 of notes to the Financial Statements.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES IN A PRESCRIBED FORMALONGWITH THE JUSTIFICATION FOR ENTERING INTO SUCH CONTRACT OR ARRANGEMENT.

During the year there was no related party transactions of material nature that mayhave a potential conflict with interests of the Company all transactions with relatedparties were in the normal course of business. On recommendation of Audit Committee theBoard ratifies all the related party transactions on quarterly basis. The details of thetransaction is annexed herewith as ‘Annexure- I' in the prescribed form AOC-2

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company does not own any manufacturing facility or unit hence disclosures inthis regard not required. The particulars with respect to conservation of energytechnology absorption being not relevant have not been given. During the year the foreignexchange earnings were Rs. 81179165.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments has been done my management affectingthe financial position of the Company between the end of the financial year of the companyto which the financial statements relates and the date of the report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure II tothis Report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act 2013 are not applicable to theCompany as it is suffering losses since last three consecutive years hence disclosure inthis regard is not provided.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES (SECTION 177(10))

The Board of directors of the Company believes in conducting all its affairs in a fairand transparent manner by adopting highest standards of professionalism honestyintegrity and ethical behavior. The directors are committed to comply with the laws andregulations to which it is subject. For this it has put in place systems policies andprocedures to interpret and apply these laws and regulations in the organizationalenvironment. In consonance with the object of transparency and good governance the boardof directors of the company formulated and adopted "Whistle Blower Policy and VigilMechanism"

The organization's internal controls and operating procedures are intended to detectand prevent improper activities. In this regard the Company believes in developing aculture where it is safe for all the Directors/Employees to raise concerns about any pooror unacceptable practice and any event of misconduct. These help to strengthen and promoteethical practices and ethical treatment of all those who work in and with theorganization.

The main objective of this Policy is to provide a platform to Directors and Employeesto raise concerns regarding any irregularity misconduct or unethical matters / dealingswithin the group which have a negative bearing on the organisation either financially orotherwise.

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION(SECTION 197(12))

Details pertaining to remuneration as required under section 197(12) of the Companiesact 2013 read with rule 5(1) of the companies (appointment and Remuneration of managerialpersonnel) rules 2014 are provided in ‘Annexure-III' to the Board's Report.

MANAGERIAL REMUNERATION AND RELATED DISCLOSURES

Disclosures pertaining to remuneration to directors and other details as required underSection 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annual Report.

Pertaining the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theboard of directors do hereby declare that:

(i) No any employee throughout the financial year was in receipt of remuneration forthat year which in the aggregate was not less than sixty lakh rupees;

(ii) No any employee for a part of the financial year was in receipt ofremuneration for any part of that year at a rate which in the aggregate was not lessthan five lakh rupees per month;

(iii) No any employee throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company.

SUBSIDIARY COMPANIES

The Company has no subsidiary companies and hence company no need to make disclosure ofcontracts or arrangements or transactions not at arm's length basis.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of the Securities And Exchange Board Of India (Listing Obligations AndDisclosure Requirements) Regulations 2015 is presented in a separate section formingpart of the Annual Report.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act 2013 and rules amendments made thereunder Mr. Shravan A Gupta Practicing Company Secretary was appointed to conduct thesecretarial audit of our company for FY 2015-16. The Secretarial Audit report is givenseparately under Annexure IV.

HUMAN RESOURCES

Company considers its employees as most valuable resource and ensures strategicalignment of Human Resource practices to business priorities and objectives. The Companyhas a dedicated team of employees at various locations across our corporate office andbranch offices (including Subsidiary companies) spread across the country. The Companystrives to inculcate the culture where its employees are motivated and their performanceis aligned with values. Company has achieved this present level of excellence through thecommitment and dedication exhibited by its employees. The focus on improving productivityand adoption of best practices in every area are being pursued relentlessly. Efforts foractive participation nurturing creativity and innovation and ensuring a climate ofsynergy and enthusiasm has been at the core of Human Resource initiatives andinterventions.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

Your Company has adequate internal financial control and adopted Internal FinancialControl Policy in order to maintain confidentiality of price sensitive information andinternal financial control.

RISK MANAGEMENT

The Company has mechanisms to inform the Board Members about the risk assessment andminimization procedures and periodical review to ensure that executive management controlsrisk through means of a properly identified framework. Risk management is an ongoingprocess and the Audit Committee will periodically review risk mitigation measures. TheBoard of Directors has not constituted a Risk Management Committee as is not mandatory tothe company vide circular bearing number CIR/CFD/POLICY CELL/7/2014 issued by SEBI datedSeptember 15 2014.

The Board of Directors of the Company and the Audit Committee shall periodically reviewand evaluate the risk management system of the Company so that the management controls therisks through properly defined network.

Head of Departments shall be responsible for implementation of the risk managementsystem as may be applicable to their respective areas of functioning and report to theBoard and Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There were no significant and material orders passed by the regulators and/or courts ortribunals during the year.

POLICY FOR SEXUAL HARRASMENT

The Company has formed the Sexual harassment Committee and no casualty or complaintlodged against anybody.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank all investors clients vendors banksregulatory Government authorities and Stock Exchanges for their continued support andcooperation. The Directors also wish to place on record their appreciation of thecontribution made by the business partners / associates at all levels.

For and on behalf of the board of Directors
Sd/-
Vinod T. Shah
Managing Director
Place : Mumbai DIN 01859634
Date : 30th May 2016