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Sunraj Diamond Exports Ltd.

BSE: 523425 Sector: Consumer
NSE: N.A. ISIN Code: INE459D01014
BSE 00:00 | 09 Mar Sunraj Diamond Exports Ltd
NSE 05:30 | 01 Jan Sunraj Diamond Exports Ltd
OPEN 4.26
PREVIOUS CLOSE 4.26
VOLUME 100
52-Week high 4.47
52-Week low 2.53
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.26
CLOSE 4.26
VOLUME 100
52-Week high 4.47
52-Week low 2.53
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sunraj Diamond Exports Ltd. (SUNRAJDIAMOND) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting 27th Annual Report and the Audited Statementof Accounts of your Company for the year ended 31st March 2017.

FINANCIAL RESULTS:

The salient features of the Company's working for the year under review are as under:

Particulars Standalone Consolidated
Year Ended 31.03.2017 Year Ended 31.03.2016 Year Ended 31.03.2017
Sales and other Income 2308758 42779121 1548775
Profit /(Loss) before Interest and Depreciation (11106609) 4652679 (13045127)
Less Interest & Finance Expenses (11294218) (13895381) (11467898)
Profit/(Loss) before Depreciation (22400827) (9242702) (24513024)
Less/Add: Depreciation (946560) (2244699) (946560)
Profit/(Loss) Before Taxation (23347387) (11487400) (25459584)
Less: Provision for Taxation (net) NIL (250000) NIL
Less/Add: Deferred Tax 65080 3196065 65080
Profit/(Loss) for the year (23282307) (8541335) (25394504)
Less: Tax Adjustment relating to prior years NIL NIL NIL
Add: Surplus brought forward from Previous year 17463299 26004634 46024967
Balance Carried to Balance Sheet (5819008) 17463299 20630463

OPERATIONS:

Your Company has recorded a turnover of 57.89 lacs during the year under review asopposed to 318.40 lacs in the previous year. The Company has been conservative in itsoutlook and therefore has restricted turnover in order to minimize the risk of defaults.

DIVIDEND:

With a view to conserving the resources of your Company your Directors have decidednot to recommend Dividend for the year.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of theCompany which has occurred between the end of the financial year of the Company i.e. 31March 2017 and the date of the Directors' Report.

DIRECTORATE:

In accordance with the Act and the Articles of Association of your Company Mrs. ShrutiGandhi retires by rotation and is eligible for re-appointment.

A brief profile of the Director liable to retire by rotation in accordance with Section152 of the Companies Act 2013 is annexed to the Notice.

BOARD EVALUATION:

The Board has carried out an annual performance evaluation of the Directorsindividually including Independent Directors Board as a whole and of its variouscommittees on parameters such as skills knowledge participation in meetingscontribution towards Corporate Governance practices compliance with code of ethics etc.

Independent Directors have carried out performance evaluation of non-independentDirectors Chairman of the Board and Board as a whole with respect to knowledge to performthe role time and level of participation performance of duties and level of oversightand professional conduct and independence.

The Directors expressed their satisfaction with the evaluation process.

MEETINGS:

During the year Six Board Meetings were convened and held. The details thereof aregiven in the Corporate Governance Report. The intervening gap between the meetings waswithin the period prescribed under the Companies Act 2013 and Regulation 17 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 203 of the Companies Act 2013 Mr. Sunny GandhiWholetime Director and Mr. Nirav Shah Wholetime Director and Chief Financial Officercontinue to be the Key Managerial Personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

Necessary declarations have been obtained from all the Independent Directors underSection 149 (6) of the Companies Act 2013 and Regulations 16(1)(b) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES:

Your Company has a wholly owned foreign subsidiary Company in Dubai at the Dubai MultiCommodities Centre (DMCC) UAE in the name of SUNRAJ DIAMONDS DMCC.

Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 the statement containing salient features of the Financialstatements of the Company's Subsidiaries (in Form AOC-1) is forming part of theConsolidated Financial Statement.

Pursuant to Section 136 of the Companies Act 2013 the Company is exempted fromattaching to its Annual Report the Annual Report of the Subsidiary Company viz. SUNRAJDIAMONDS DMCC. The financial statement of the subsidiary Company is kept open forinspection by the shareholders at the Registered Office of the Company. The Company shallprovide the copy of the financial statement of its subsidiary company to the shareholdersupon their request free of cost.

RELATED PARTY TRANSACTIONS:

There are no materially significant transactions with the related parties during thefinancial year which were in conflict with the interest of the Company and hence enclosingof form AOC 2 is not required. Suitable disclosure as required by the Accounting Standard(AS-18) has been made in the notes to the Financial Statements.

Particulars of Loans Guarantees or Investments:

There were no loans guarantees or investments made by the Company under section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

Business Risk Management

The Company manages and monitors principal risks and uncertainties that can impactability of the Company to achieve its targets/ objectives. Timely reports are placedbefore the board for considering various risks involved in the Companybusiness/operations. The Board evaluates these reports and necessary / corrective actionsare then implemented.

A brief report on risk evaluation and management is provided under Management'sDiscussion and Analysis Report forming part of this Annual Report.

Internal Financial Controls

The Company has in place adequate systems and procedures for implementation ofinternal financial control across the organization which enables the Company to ensurethat these controls are operating effectively.

Conservation of Energy Technology Absorption and Foreign Exchange Earning and Outgo

The Company does not own any manufacturing facility and hence the particulars relatingto conservation of energy and technology absorption as stipulated in the Companies(Accounts) Rules 2014 are not applicable. Particulars with regards to foreign exchangeexpenditure and earning are given in Note Nos. 9 and 10 of the notes to the accounts.

Corporate Social Responsibility (CSR)

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

Directors' Responsibility Statement

The Directors would like to assure the Members that the financial statements for theyear under review conform in their entirety to the requirements of the Companies Act2013. The Directors confirm that :

a) the Annual Accounts have been prepared in conformity with the applicable AccountingStandards;

b) the Accounting Policies selected and applied on a consistent basis give a true andfair view of the affairs of the Company and of the profit for the financial year;

c) sufficient care has been taken that adequate accounting records have been maintainedfor safeguarding the assets of the Company; and for prevention and detection of fraud andother irregularities;

d) the Annual Accounts have been prepared on a going concern basis;

e) the internal financial controls laid down in the Company were adequate and operatingeffectively;

f) the systems devised to ensure compliance with the provisions of all applicable lawswere adequate and operating effectively.

Share Registrar & Transfer Agent

The Company's Registrar & Transfer Agents for shares is Adroit Corporate ServicesPvt. Ltd (ACSPL). ACSPL is a SEBI registered Registrar & Transfer Agent. The contactdetails of ACSPL are mentioned in the Report on Corporate Governance. Investors arerequested to address their queries if any to ACSPL; however in case of difficulties asalways they are welcome to contact the Company's Compliance Officer the contactparticulars of which are contained in the Report on Corporate Governance.

Fixed Deposit

Your Company has not accepted any deposit from the public during the year within themeaning of Section 73 to 76 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.

Particulars of Employees

The Company does not have any employee covered under the provisions of Rule 5 (2) ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andtherefore this information has not been furnished as part of this Report.

The prescribed particulars of employees required under Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached as AnnexureI and forms a part of this Report of the Directors.

Vigil Mechanism

The Company has a Vigil Mechanism and Whistle-Blower Policy to deal with instances offraud and mis-management if any and conducting business with integrity including inaccordance with all applicable laws and regulations.

Auditors

M/s Bhupendra Shroff & Co. Chartered Accountants FRN No.101458W the retiringAuditors have completed the maximum tenure as Statutory Auditors of the Company asprovided under the Companies Act 2013 and relevant Rules thereunder.

The Board of Directors on the recommendation of the Audit Committee has approved andrecommended to the Members the appointment of M/s. Shah Khakhi & AssociatesChartered Accountants FRN No. 0126506W who have given a written consent to act asStatutory Auditors of your Company and have also confirmed that the said appointment wouldbe in conformity with the provisions of Sections 139 and 141 of the Companies Act 2013read with the Companies (Audit and Auditors) rules 2014. The Members are requested toappoint M/s Shah Khakhi & Associates Chartered Accountants as Statutory Auditors ofthe Company in place of the retiring Auditors M/s Bhupendra Shroff & Co. CharteredAccountants at the ensuing Annual General Meeting for a period of 5 years from theconclusion of the ensuing Annual General Meeting till the conclusion of the 32nd AnnualGeneral Meeting and fix their remuneration.

Auditors' Report

The Auditors' Report to the shareholders does not contain any reservationqualification or adverse remark.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mrs. Grishma Khandwala Practicing Company Secretary (C.P. No. 1500) toundertake the Secretarial Audit of the Company. The Secretarial Audit report for thefinancial year ended 31st March 2017 is annexed herewith as 'Annexure - II' to thisReport. The Secretarial Audit Report does not contain any reservation qualification oradverse remark.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure III.

General

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend voting or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

c) Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.

d) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

e) During the year under review there were no cases filed or reported pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

Acknowledgement

The Directors wish to take this opportunity to express their sincere thanks to theCompany's Bankers for their valuable support and the Shareholders for their unflinchingconfidence in the Company.

Corporate Governance:

A detailed report on Corporate Governance forms part of this Annual Report. TheAuditors' Certificate on compliance with Corporate Governance requirements by the Companyis attached to the Report on Corporate Governance.

For and on behalf of the Board of Directors
SUNNY GANDHI NIRAV SHAH
Place : Mumbai Executive Director Executive Director
Dated : 7th August 2017 DIN No. 00695322 DIN No. 02033505

ANNEXURE - I

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) AMENDMENT RULES 2016

(i) Details of Remuneration of employees as per Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Amendment Rules 2016.

The percentage increase in remuneration of each Director Chief Executive Officer andChief Financial Officer during the financial year 2016-17 ratio of the remuneration ofeach Director to the median remuneration of the employees of the Company for the financialyear 2016-17 are as under:

Sl No. Name of Director/ KMP and Designation Remuneration of Director/KMP for financial year 2016-17 % increase in Remuneration in the financial year 2016-17 Ratio of remuneration of each Director/to median remuneration of employees
( in Lacs)
1 Mr. Sunny Gandhi - (Whole Time Director) 6.50 Lacs N.A 3.51:1
2 Mr. Nirav Shah - (Whole Time Director) & (CFO) 9.75 Lacs N.A 5.26:1

(ii) The median remuneration of employees of the Company during the financial year2016-17 was 185250/-

(iii) In the financial year 2016-17 there was an increase of 1.79% in the medianremuneration of employees.

(iv) There were 10 permanent employees on the rolls of Company as on March 31 2017.

(v) Average percentage increase made in the salaries of employees other than themanagerial personnel in the financial year 2016-17 is 8%-10% whereas the increase in themanagerial remuneration for the same financial year was NIL

(vi) The key parameters for the variable component of remuneration availed by theDirectors: There is no variable component of remuneration availed by the Directors.

(vii) It is hereby affirmed that the remuneration paid during the year ended 31stMarch 2017 is as per the Remuneration Policy of the Company.

II. Details of Remuneration of Top 10 Employees as per Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andamendments thereof.

Sr. No. Employee Name Designation Educational Qualification Age Experience (In Years) Date of Joining Gross Remuneration p.a. (Paid in Rs.) Previous Employment
1. Mr. Nirav Shah Whole Time Director & CFO B.com 37 9 28/03/2008 650000 NIL
2. Mr. Sunny Gandhi Whole Time Director B.com 35 11 31/01/2006 975000 NIL
3. Mr. Dhaval Batavia Chief Accountant B.com 24 1 16/05/2016 400500 NIL
4. Ms. Yogita Pednekar Accountant B.com 39 8 20/07/2009 345000 NIL
5. Mrs. Khusboo Shah Account Assistant M.com 29 7 08/10/2010 204000 NIL
6. Mr. Sean Gandhi Assortment Assistant B.com 27 7 01/04/2010 143000 NIL
7. Mr. Suresh Mali Administrative Staff HSC 41 9 31/07/2008 325000 NIL
8. Mr. Tushar Ghegad Administrative Staff HSC 28 6 01/04/2011 156000 NIL
9. Mr. Subhash Malekar Administrative Staff SSC 43 8 16/06/2009 169000 NIL
10. Mr. Satyawan Shirsat Administrative Staff SSC 46 9 31/07/2008 221000 NIL