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Deep Diamond India Ltd.

BSE: 539559 Sector: Consumer
NSE: N.A. ISIN Code: INE005G01018
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NSE 05:30 | 01 Jan Deep Diamond India Ltd
OPEN 80.90
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VOLUME 1602
52-Week high 171.95
52-Week low 11.00
P/E 30.68
Mkt Cap.(Rs cr) 26
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 80.90
CLOSE 81.00
VOLUME 1602
52-Week high 171.95
52-Week low 11.00
P/E 30.68
Mkt Cap.(Rs cr) 26
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Deep Diamond India Ltd. (DEEPDIAMOND) - Director Report

Company director report

Your Directors present their 28th Annual Report together with theAudited Statement of Accounts for the year ended 31st March 2022.

FINANCIAL HIGHLIGHTS (in RS)

Particulars Year ended Year ended
31.03.2022 31.03.2021
Income for the year 16557441 7675114
Profit/Loss before Interest Depreciation and Tax 2629681 (85519)
Less: Interest 0 0
Profit/Loss before Depreciation 2629681 (85519)
Less: Depreciation 16035 175883
Profit/Loss after Depreciation 2645716 90364
Provisions for Taxation/ Deferred Tax 67500 24562
Net Profit/Loss After Tax 1970716 -469198
Earlier Years Balance Brought forward 40231104 40700304
Profit/Loss Carried forward to Balance Sheet 42201820 40231104

OPERATIONS

During the year under review our Company recorded a total income ofRs. 16557441 as against Rs. 7675114 in the previous year and Net Profit ofRs.1970716 as against Net Loss of Rs. 469198 in the previous year. Further informationkindly refers to Management Discussion and Analysis forming part of this Annual report. Innear future we will be doing trading and job work.

DIVIDEND

The Board for the year ended 31st March 2022 in view of profit is tobe reinvested business hence regret there in ability to declare any dividend for the year.

DIRECTORS

As per Section 149(4) of Companies Act 2013 every listed company shallhave at least one-third of the total number of directors as independent directors. Theyshall hold office for a term up to five consecutive years on the Board of the Company asper section 149(10).

As per Section 152 (6) (e) total number of directors shall not includeindependent directors. Mr. Mayank Shah and Mrs. Sangeeta Jain are Independent Director.

In accordance with the provision of section 152(6) and the Articles ofAssociation of Company Mr. Prakash Solanki will retire by rotation at the ensuing AnnualGeneral Meeting of the Company and being eligible offer himself for re-appointment. TheBoard recommends his reappointment.

The Company has received declarations from all the IndependentDirectors that they meet the criteria for independence as provided in Section 149(6) ofthe Companies Act 2013.

CAPITAL INCREASE

Presently the Authorized Share Capital of the Company is Rs. Rs.40000000/- (Rupees Fore Crores Only) divided into 4000000/- (Forty Lacs) EquityShares of Face Value of Re. 10/- (Rupee Ten Only) each. In order to facilitate the futurerequirements if any of the Company it is proposed to increase the Authorized ShareCapital to Rs. 100000000/- (Rupees Ten Crores Only) divided into 10000000 (RupeesOne Crore) Equity shares of Face Value of Re. 10/- (Rupee One Only) each. The increase inthe Authorized Share Capital as aforesaid would entail consequential alteration of theexisting Clause V of the Memorandum of Association of the Company.

Accordingly approval of the Members of the Company is hereby sought byway of ordinary resolution as set out in Item No. 14 of this Notice.

FUNDRAISING:

In furtherance of the Company's global business expansion plans theBoard of Directors of the Company ("Board") at their meeting held on July 292022 have approved for the preferential issue subject to approval of member in ensuingGeneral meeting of 1855000 (Eighteen Lakhs Fifty Five Thousands) Equity Shares of facevalue of Rs 10/- each at an issue price of Rs 36.10/- (Rupees Thirty- Six and Paise Tenonly) including Premium of Rs 26.10/- (Rupees Twenty-Six and Paise Ten only) per shareaggregating to Rs 66965500 (Rupees Six Crores Sixty-nine Lakhs Sixty-five Thousand FiveHundred only).

Disclosure and information are provided in the explanatory statement ofthe Notice of 28th annual general meeting.

The Board accordingly recommends passing of the Special Resolution asset out in Item No. 16 of this Notice for the approval of the Members.

INCREASE IN BORROWING POWERS

Under the provisions of Section 180 (1) (a) of the Act which was madeeffective on September 12 2013 the above powers can be exercised by the Board only withthe consent of the shareholders obtained by a Special Resolution. As such it is necessaryto obtain approval of the shareholders by means of a Special Resolution to enable theBoard of Directors of the Company to create charge/ mortgage/ hypothecation on theCompany's assets both present and future to secure the repayment of monies borrowed bythe Company (including temporary loans obtained from the Company's Bankers in the ordinarycourse of business). Standard market terms of long-term debt finance include conditionswhereby lenders/ trustees in certain circumstances (such as non-payment or other events ofdefault) can take over the management of the Company to recover their dues. It istherefore necessary to obtain members' approval by way of a Special Resolution underSection 180 (1) (a) of the Act for the creation of charges/mortgages/hypothecations for anamount not exceeding Rs. 15 Crores or the aggregate of the paid-up capital and freereserves of the the Company whichever is higher. The proposed borrowings of the Companymay if necessary be secured by way of charge/ mortgage/ hypothecation on the Company'sassets in favour of the lenders/ bank. As the documents to be executed between thelenders/Banks and the Company may contain provisions to take over substantial assets ofthe Company in certain events it is necessary to pass a special resolution under Section180(1)(a) of the Act for creation of charges/ mortgages/ hypothecations for an amount notexceeding Rs. 15 Crores or the aggregate of the paid- up capital free reserves andsecurities premium of the Company whichever is higher.

The Board is of the view that the in order to further expand thebusiness activities of the Company and for meeting the expenses for capital expenditurethe Company may be further required to borrow money. Considering the business plans andthe growing fund requirements of the Company it is proposed to increase the existingborrowing limit of the Company.

The provisions of Section 180 of the Companies Act 2013 require theCompany to pass a Special resolution to authorize the Board to borrow funds which willexceed the aggregate of the paid-up capital free reserves and securities premium. In viewthereof it is proposed to obtain approval of the shareholders by a Special Resolution.

Accordingly the Board recommends the Special Resolution as set out atItem No. 8 & 9 of the Notice of the AGM for approval by the members.

INVESTMENT LIMITS UNDER COMPANIES ACT 2013

As per the provisions of Section 186 of the Companies Act 2013 theBoard of Directors of a Company can make any loan investment or give guarantee or provideany security beyond the prescribed ceiling of: i) Sixty per cent of the aggregate of thepaid-up capital and free reserves and securities premium account or ii) Hundred per centof its free reserves and securities premium account whichever is more if specialresolution is passed by the members of the Company.

As a measure of achieving greater financial flexibility and to enableoptimal financing structure this permission is sought pursuant to the provisions ofSection 186 of the Companies Act 2013 to give powers to the Board of Directors formaking further investment providing loans or give guarantee or provide security inconnection with loans to any person or other body corporate for an amount not exceedingRs. 15 Crores.

The investment(s) loan(s) guarantee(s) and security(ies) as the casemay be will be made in accordance with the applicable provisions of the Companies Act2013 and relevant rules made there under.

Accordingly the Board recommends the Special Resolution as set out atItem No. 8 of the Notice of the AGM for the approval by the members.

ALTERATION IN MEMORANDUM AND ADOPTION OF NEW ARTICLES ASSOCIATION

The Company needs to comply with provisions of Companies Act 2013where new format is prescribed for MOA and AOA. We are under going format change in MoA .

Accordingly the Board recommends the Special Resolution as set out atItem No.ll 12 13 of the Notice of the AGM for approval by the members.

The existing regulations 1 to 184 of the Articles of Association arereplaced by the new set of Articles of Association of the Company.

The modification in the Articles of Association is carried out to giveeffect to the provisions of the Companies Act 2013.

Accordingly the Board recommends the Special Resolution as set out atItem No. 15 of the Notice of the AGM for approval by the members.

CORPORATE GOVERNANCE:

Since the equity share capital of the Company is listed exclusively onthe of BSE Limited the requirement of corporate governance provisions specified inregulations 17 to 27and clauses (b) to (1) of sub-regulation (2) of regulation 46 and paraC D and E of Schedule V of Listing Regulation is not applicable to the Company when thePaid-up Share capital is less than Rs. 10 Crore and Net Worth of the Company is less thanRs. 25 Crores and hence corporation governance is not applicable to the company.

SHARE CAPITAL The paid-up equity share capital of the Company as ofMarch 31 2022 was Rs. 3.20 Crores. BOARD OF DIRECTORS AND ITS MEETINGS

The Company has a professional Board with the right mix of knowledgeskills and expertise with an optimum combination of executive and independent Directorsincluding one woman Director. The Board provides strategic guidance and direction to theCompany in achieving its business objectives and protecting the interest of theStakeholders.

One meeting of the Board of Directors is held at regular intervals incompliance with the Companies Act 2013. Additional meetings of the Board/ Committees areconvened as may be necessary for proper management of the business operations of theCompany.

During the year Six Board Meetings and four Audit Committee Meetingswere convened and held. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013 and as per Listing agreement.

DECLARATION OF INDEPENDENT DIRECTORS

All independent Directors have declared and affirmed their compliancewith the independence criteria as mentioned in Section 149(6) of the Companies Act 2013and clause 49 of the listing agreement in respect of their position as an IndependentDirector of the Company.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMPs) APPOINTMENT OR RESIGNATION

During the year under review no changes occurred in the position ofDirectors/ KMPs of the Company. COMMITTEES OF THE BOARD:

There are currently three Committees of the Board as follows:

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee

A. Audit Committee

The Audit Committee of the Company as on date comprises of threemembers i.e. Shri Prakash Solanki Shri Mayank Shah and Smt. Sangeeta Jain. Theconstitution of the Committee is in line with SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and section 177 of the Companies Act 2013.

The Chairman of the Committee is Shri Mayank Shah who is anIndependent Director. The terms of reference of the Audit Committee include the mattersspecified in Clause 49(11) of the Listing Agreement entered with the Stock Exchanges. TheCommittee acts as a link between the Statutory Auditors and the Board of Directors of theCompany.

Four meetings of the Audit Committee were held during the financialyear ended 31st March 2022. The meeting of the Audit Committee was held on 29thJune 2021 30th July 2021 02nd November 2021 and 24th January2022 and the same were attended by all members of the Committee.

B. Nomnation & Remuneration Committee

The composition of the Remuneration Committee as on date of the reportwas as under:

Sr. No Name of the Director Designation No. Of Meetings attended during 2021-2022 Remarks
1 Mr. Mayank Shah Chairman 2
2 Mr. Prakash Solanki Member 2
3 Mrs. Sangeeta Jain Member 2

Terms of Reference:

The term of reference of the Committee includes recommending to theBoard of Directors specific remuneration packages for Executive Directors and managementstaff.

Remuneration Policy:

1. Non-Executive Directors

None of the Non-Executive Directors (NEDs) is paid any remunerationwhether by way of Commission or Sitting Fees.

2. Executive Directors

The Company pays remuneration by way of salary perquisites andallowances (fixed component) to the Managing Director. Salary is paid within the rangeapproved by the shareholders. The ceiling on perquisites and allowances as a percentage ofsalary is fixed by the Board within the prescribed ceiling; the perquisite package isfixed by the Remuneration Committee.

Remuneration to Directors:

Remuneration of Rs. 3.6 Lacs paid to Mr. Dinesh Solanki ManagingDirector and Rs. 9.6 Lacs to Mr. Prakash Solanki during the year under review.

Employees retirement benefits:

As required by the mandatory accounting standard - 15 regarding"Accounting for Retirement Benefits in the Financial Statements of Employer".The Company has not provided any liability at present

C. Stakeholders' Grievance Committee:

The Shareholders & Investors Grievance Committee as on datecomprises of three members i.e. Shri Prakash Solanki Shri. Mayank Shah and Smt SangeetaJain. The Chairman of the Committee is Shri. Mayank Shah.

The renamed Committee complies with the requirement of Companies Act2013 and also handles investor grievance as envisaged under Clause 49 of the ListingAgreement.

One meeting of the Stakeholders' Grievance Committee was held duringthe year 2021-2022

The Company has paid the listing fees to all the Active Stock Exchangestill 31st March 2022.

During the financial year under review the Company has not receivedany complaint. No investor complaint was pending as at the end of the financial year.

AUDIT COMMITTEE

The company has an Audit Committee of the Board of Directors in place.The terms of reference of the Audit Committee are in line with Section 177 of theCompanies Act 2013 read with Companies (Meetings of Board and its Powers) Rules 2014 andSEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. Allrecommendations made by the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is constituted in line withthe regulatory requirements mandated by the Companies Act 2013. Following is the role andresponsibility of Nomination and Remuneration Committee.

(I) Formulation of the criteria for determining qualificationspositive attributes and independence of a director and recommend to the board of directorsa policy relating to the remuneration of the directors key managerial personnel andother employees;

(j) Formulation of criteria for evaluation of performance ofindependent directors and the board of directors;

(K) Devising a policy on diversity of board of directors;

(L) Identifying persons who are qualified to become directors and whomay be appointed in senior management in accordance with the criteria laid down andrecommend to the board of directors their appointment and removal;

(M) Whether to extend or continue the term of appointment of theindependent director on the basis of the report of performance evaluation of independentdirectors;

ALTERATION IN DIRECTORSHIP:

NEW APPOINTMENT

• Mr. Manoj Himatsinghka - Additional Director (Independent Director)
o (w.e.f. 25.05.2022)
• Mr. Ajay Vadnerkar - Additional Director (Independent Director)
o (w.e.f. 25.05.2022)
• Mr. Ganpat Lai Nyati - Additional Director (Executive Director)
o (w.e.f. 02.06.2022)
• Mr Narendra Shrimali -Additional Director (Non-Executive Director)
(w.e.f. 02.06.2022)
• Soniya Upadhyay - Additional Director (Executive Director)
o (w.e.f. 30.06.2022)

Disclosure and information is given under explanation under section 102of Companies Act 2013

RESIGNATION

• Mayank Shah has resigned on 30-06-2022

Reason for change viz. appointment resignation removal death or otherwise; Resignation due to account of personal reasons and other professional commitments
Date of appointment & term of appointment Resignation Date: 30-06-2022. Conclusion of the Board Meeting
Brief profile NA
Disclosure of relationships between directors NA
Information as required under circular No. LIST/COMP/14/2018-19 and NSE/CML/2018/24 dated June 20 2018 issued by BSE and NSE respectively. Mayank Sumatilal Shah (holding DIN 07468663) is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.

• Dinesh Solanki resigned on 15-07-2022

Name: Dinesh Rikhabch and Solanki (holding DIN 01803066)

Reason for change viz. appointment resignation removal death or otherwise; Resignation due to account of health issues facing since long and ageing.
Date of appointment & term of appointment Resignation Date: 15-07-2022. ( Date of a Resignation letter dated 15-07-2022) Conclusion of the Board Meeting
Brief profile NA
Disclosure of relationships between directors Brother of Prakash Solanki
Information as required under circular No. LIST/COMP/14/2018-19 and NSE/CML/2018/24 dated June 20 2018 issued by BSE and NSE respectively. Dinesh Rikhabchand Solanki (holding DIN 01803066) is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act 2013 the directorswould like to state that:

i) In the preparation of the annual accounts the applicable accountingstandards have been followed.

ii) The directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that were reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

iv) The directors have prepared the annual accounts on a going concernbasis.

v) The directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.

vi) The directors had devised a proper system to ensure compliance withthe provisions of all applicable laws and that such system was adequate and operatingeffectively.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015mandates that the Board shall monitor and review the Board evaluation framework. Theframework includes the evaluation of directors on various parameters such as:

i. Board dynamics and relationships

ii. Information flows

iii. Decision-making

iv. Relationship with stakeholders

v. Company performance and strategy

vi. Tracking Board and committee's effectiveness

vii. Peer evaluation

Pursuant to the provisions of the Companies Act 2013 a formal annualevaluation needs to be made by the Board of its own performance and that of its committeesand individual directors. Schedule IV of the Companies Act 2013 states that theperformance evaluation of the independent directors shall be done by the entire Board ofDirectors excluding the director being evaluated. The Board works with the nomination andremuneration committee to lay down the evaluation criteria.

The Board has carried out an evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit CommitteeNomination & Remuneration Committee and Stakeholders Relationship Committees of theCompany. The Board has devised a questionnaire to evaluate the performances of each ofexecutive non executive and Independent Directors. Such questions are preparedconsidering the business of the Company and the expectations that the Board have from eachof the Directors. The evaluation framework for assessing the performance of Directorscomprises of the following key areas: l. Attendance of Board Meetings and Board CommitteeMeetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth ofCompany and its performance;

iv. Providing perspectives and feedback going beyond the informationprovided by the management.

v. Ability to contribute to and monitor our corporate governancepractices DEPOSITS

Our Company has not accepted any deposits within the meaning of Section73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of loans and investments by the Company to another bodycorporate or persons are given in notes to the financial statements.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during thefinancial year were on arm's length basis and were in the ordinary course of the business.There are no materially significant related party transactions made by the company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large. Certain transactions which were enteredinto with related parties were described in Form AOC-2 attached as"Annexure2"and forming part of this report.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which isapplicable to the Members of the Board and all employees in the course of day-to-daybusiness operations of the company. The Code lays down the standard procedure of businessconduct which is expected to be followed by the Directors and the designated employees intheir business dealings and in particular on matters relating to integrity in the workplace in business practices and in dealing with stakeholders. The Code gives guidancethrough examples on the expected behaviour from an employee in a given situation and thereporting structure.

All the Board Members and the Senior Management personnel haveconfirmed compliance with the Code. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place a whistleblower policy to support the Code ofthe conduct of the Company. This policy documents the Company's commitment to maintainingan open work environment in which employees consultants and contractors are able toreport instances of unethical or undesirable conduct actual or suspected fraud or anyviolation of Company's Code of conduct at a significantly senior level without fear ofintimidation or retaliation.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a view to regulating trading insecurities by the Directors and designatedemployees of the Company. The Code prohibits the purchase or sale of Company shares by theDirectors and the designated employees while in possession of unpublished price sensitiveinformation in relation to the Company and during the period when the Trading Window isclosed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmedcompliance with the Code.

AUDITORS & AUDITORS REPORT

Pursuant to the provisions of Section 139 of Companies Act 2013 andthe rules framed thereunder M/s. Vijay R. Tater & Co Chartered Accountants (FRN:111426W) were appointed as statutory auditors at the Annual General Meeting of the Companyheld on 29th September 2021 to hold office till the conclusion of the AGM to beheld in the year 2026.

Report of the auditors read the notes on accounts is self-explanatoryand need no elaboration. SECRETARIAL AUDIT

During the year under review M/s Khushbu Shah & Co PracticingCompany Secretary who was appointed as the Secretarial Auditor of the Company has issuedthe audit report in respect of the secretarial audit of the Company for the financial yearended March 31 2022. The Secretarial Audit is annexed to this director's report asAnnexure I.

EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act theAnnual Return as on March 31 2022 is available on the Company's website ondeepdiamondltd.co.m

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES

During the year under review your Company enjoyed a cordialrelationship with workers and employees at all levels. The company regards its employeesas a great asset.

For the particulars of employees as required to be disclosed in theDirectors Report in accordance with the Provisions of Section 197 of the Companies Act2013 read with Rule 5 of the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 the Directors state that the company does not have any employeewho

(i) if employed throughout the financial year was in receipt ofremuneration for that year which in the aggregate was not less than 1020000000/-rupees per annum;

(ii) if employed 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 850000/- rupees per month;

(iii) if employed throughout the financial year or part thereof was inreceipt of remuneration in that year which in the aggregate or as the case may he at arate which in the aggregate is in excess of that drawn by the managing director orwhole-time director or manager and holds by himself or along with his spouse and dependentchildren not less than two percent of the equity shares of the company.

Pursuant to Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014

(a) The ratio of remuneration of each Director to the MedianRemuneration of employees who were on the payroll of the Company during the financial year2021-22 is given below:

The retirement benefits Gratuity and Leave encashment benefits will bedebited as and when paid.

(b) The Percentage increase in remuneration of each director ChiefFinancial Officer Company Secretary in the financial year is as follows:

Sr. No. Name of Director Chief Financial Officer & Company Secretary Designation % of Increase in remuneration in the financial year
1. Mr. Prakash Solanki Whole Time Director NIL
2. Mr. Dinesh Solanki Managing Director NIL

(c) The percentage increase in the median remuneration of employees inthe financial year was NIL.

(d) Average percentage increase already made in the salaries ofemployees other than the managerial personnel in the last financial year i.e. 2021-22 wasNIL% and for Managerial Personnel since last year no salary was paid to any managerialpersonnel % cannot be determined.

(e) Affirmation that the remuneration is as per the remuneration policyof the Company: The Company affirms remuneration is as per the remuneration policy of theCompany.

(f) Details Pertaining to remuneration as required under Section 197(12) of the Companies Act 2013 read with Rule 5(2) and (3) of the Companies (Appointment& Remuneration of Managerial Personnel) Rules 2014 and forming part of the director'sreport for the year ended March 31 2022:

During the year under review none of the employees of the Company wasdrawing remuneration equal to or more than 1 Crore and 2 lacs per annum and 8 lacs &50 thousand per month pursuant to Provisions of Section 197(12) read with Rule 5(2) and(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Details of Top 10 Employees in terms of remuneration drawn as per Rule5(2) and 5(3) are as follows:

Employee name Designati on Educati onal Qualific ation Ag e Exp erie nee (in year s) Date of joini ng Gross remiinerat ion paid (Rs) Previous employment and designation The percentag e of equity shares held by the employee in the company Whether any such employee is a relative of any director or manager of the company
Prakash Solanki Whole Time Director B.COM LLB (G) F.CA 59 29 02-11- 1994 960000 12.18% Jayshree Solanki
Dinesh Solanki Managin g Director B.COM 57 29 02-11- 1994 360000 6.33% Jayshree Solanki

DISCLOSURE UNDER THE SEXUAL HARASSMENT OP WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

In accordance with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunder the Company formulated an internal Policy on Sexual Harassment at Workplace(Prevention Prohibition and Redressal) during the year under review. An internalComplaint committee has been set up to redress complaints received regarding sexualharassment. All woman employees (permanent contractual temporary trainees) are coveredunder this policy.

During the year under review there were no complaints received by theCompany related to sexual harassment.

CORPORATE SOCIAL RESPONSIBILITY:

Due to insufficient profits Corporate Social Responsibility is notapplicable to the Company for Financial Year 2021-2022.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGSAND OUTGO

Energy

Pursuant to Section 134(3) (m) of the Companies act 2013 read withRule 8 of the Companies (accounts) rules 2014 details regarding the Conservation ofEnergy Technology Absorption and Foreign Exchange Earnings and Outgo for the year underreview are as follows:

A. Conservation of Energy

a. Steps were taken or impact on the conservation of energy - TheOperations of the Company do not consume energy intensively. However the Companycontinues to implement prudent practices for saving electricity and other energy resourcesin day-to-day activities.

b. Steps were taken by the Company for utilizing alternate sources ofenergy - Though the activities undertaken by the Company are not energy intensive theCompany shall explore alternative sources of energy as and when the necessity arises.

c. The capital investment in energy conservation equipment - Nil

B. Technology Absorption

a. The efforts made towards technology absorption - The Companycontinues to take prudential measures in respect of technology absorption adaptation andtake innovative steps to use the scarce resources effectively.

b. The benefits derived from product improvement cost reductionproduct development or import substitution- Not Applicable

c. In case of imported technology (imported during the last three yearsreckoned from the beginning of the financial year) - Not Applicable

d. The expenditure incurred on Research and Development - NotApplicable

The Particulars of Foreign Exchange and Outgo for the year under revieware as follows:

(Figures in Rs)

Particulars Year ended 31st March 2022 Year ended 31st March 2021
Foreign exchange earning Nil Nil
Foreign exchange Outgo Nil Nil

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate Internal Control System commensurate withthe size scale and complexity of its operations. The scope of the Internal Audit functionoutsourced to M/S HSGH & Co Chartered Accountants as of current is well defined inthe engagement letter of the Internal Auditor duly approved by the Audit Committee. Tomaintain its objectivity and independence the Internal Auditor reports to the AuditCommittee. The Internal Auditor evaluates the adequacy of the internal control system inthe Company on the basis of Statement of Operations Procedure instruction manualsaccounting policy and procedures.

INTERNAL FINANCIAL CONTROL REPORT

The Board has adopted policies and procedures for the efficient conductof business. The Audit Committee evaluates the efficacy and adequacy of a financialcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and strives to maintain theStandard in Internal Financial Control.

BUSINESS RISK MANAGEMENT:

The company has developed and implemented Risk Management Policyconsistent with the provisions of the Act and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 to identify the elements of risk which may threaten theexistence of the Company and possible solutions to mitigate the risk involved.

At present the company has not identified any element of risk which maythreaten the existence of the company.

CASH FLOW STATEMENT

In conformity with the provisions of SEBI (LODR) Regulations 2015 thecash flow statement for the year ended 31st March 2022 is annexed hereto.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by TheInstitute of Company Secretaries of India on Meetings of the Board of Directors andGeneral Meetings.

MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS

No significant and material orders have been passed by any regulatorsor courts or tribunals against the Company impacting the going concern status andCompany's operations in future.

ACKNOWLEDGEMENTS

Our Directors express their sincere appreciation for the co-operationreceived from shareholders bankers and other business constituents during the year underreview. Our Directors also wish to place on record their deep sense of appreciation forthe commitment displayed by all executives officers and staff resulting in theperformance of the Company during the year.

FOR AND BEHALF OF THE BOARD FOR DEEP DIAMOND INDIA LIMITED
Prakash Solanki
Place: Mumbai Chairman & Cfo
Date: 29.07.2022 Din: 00716606

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