Your Directors present their 23rd Annual Report together with the Audi ledStatement of Accounts for the year ended 3151 March 2017. FINANCIAL HIGHLIGHTS(in RS)
|Particulars ||Year ended 31.03.2017 ||Year ended 31.03.2016 |
|Income for the year ||35107429 ||13639764 |
|Profit before Interest Depreciation and Tax ||1341035 ||-371421 |
|Less: Interest ||0 ||0 |
|Profit before Depreciation ||1341035 ||-371421 |
|Less: Depreciation ||401918 ||453055 |
|Profit after Depreciation ||939117 ||-824476 |
|Provisions for Taxation/ Deferred Tax ||57391 ||104716 |
|Net Profit After Tax ||703508 ||-719760 |
|Earlier Years Balance Brought forward ||40679323 ||41399083 |
|Profit/Loss Carried forward to Balance Sheet ||41382831 ||40679323 |
During the year under review our Company recorded a total income of Rs. 3 5107429as against Rs. 13639764 in the previous year and Net Profit of Rs. 703508/- asagainst Net Loss of Rs. 719760/- in the previous year. Further information kindly refersto Management Discussion and Analysis forming part of this Annual report.
The Board for the year ended 31st March 2017 in view of profit is to he re investedin business hence regret there in ability to declare any dividend for the year.
As per Section 149(4) of Companies Act 2013 every listed company shall have at leastone-third of the total number of directors as independent directors. They shall holdoffice for a term up to five consecutive years on the Board of the Company as per section149(10).
As per Section 152 (6) (e) total number of directors shall not include independentdirectors. Mr. Rajan Desliraj Agarwal Mr. Mavank Shah and Mrs. Sangeeta Jain areIndependent Director.
During the year Mr. Dinesh R Solanki who retires by rotation but being eligible offershimself for re-appointment.
The paid up equity share capital of the Company as on March 31 2017 was Rs. 3.20Crores.
BOARD OF DIRECTORS AND ITS MEETINGS
The Company has a professional Board with the right mix of knowledge skills andexpertise with an optimum combination of executive and independent Directors including onewoman Director. The Board provides strategic guidance and direction to the Company inachieving its business objectives and protecting the interest of the Stakeholders.
One meeting of the Board of Directors is held in each quarter. Additional meetings ofthe Board/ Committees are convened as may be necessary for proper management of thebusiness operations of the Company.
During the year Four Board Meetings and four Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013and as per Listing agreement.
DECLARATION OF INDEPENDENT DTRFCTORS
All independent Directors have declared and affirmed their compliance with theindependence criteria as mentioned in Section 149(6) of the Companies Act 2013 and clause49 of the listing agreement in respect of their position as an Independent Director of theCompany.
DIRECTORS/KEY MANAGERIAL PERSONNEL (ICMPs) APPOINTMENT OR RESIGNATION
During the year under review no changes occurred in the position of Directors/ KMPs ofthe Company.
COMMITTEES OF THF. BOARD:
There are currently three Committees of the Board as follows:
1. Audit Committee
2. Stakeholders' Relationship Committee
3. Nomination and Remuneration Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the Report on Corporate Governance and forms part of thisAnnual Report.
The company has an Audit Committee of the Board of Directors in place. The terms ofreference of the Audit Committee are in line with Section 177 of the Companies Act 2013read with Companies (Meetings of Board and its Powers) Rules 2014 and SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 Detailed information pertainingto Audit Committee has been provided in the Corporate Governance Report which forms partof this Annual Report. All recommendations made by the Audit Committee were accepted bythe Board.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is constituted in line with the regulatoryrequirements mandated by the Companies Act 2013. Following is the role and responsibilityof Nomination and Remuneration Committee.
(1) Formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the board of directors a policy relating tothe remuneration of the directors key managerial personnel and other employees;
(J) Formulation of criteria for evaluation of performance of independent directors andthe board of directors;
(K) Devising a policy on diversity of board of directors;
(L) Identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the boardof directors their appointment and removal;
(M) Whether to extend or continue the term of appointment of the independent directoron the basis of the report of performance evaluation of independent directors;
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 ancl ofthe profit or loss of the Company for the year under review.
iii) Ihe directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv) The directors have prepared the annual accounts on a going concern basis.
v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and wore operatingeffectively.
vi) The directors had devised a proper system to ensure compliance with the provisionsof all applicable laws and that such system was adequate and operating effectively.
ANNUM. PERFORMANCE EVALUATION BY THE BOARD:
SEBT (Listing and Obligation Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The framework includesthe evaluation of directors on various parameters such as:
i. Board dynamics and relationships
ii. Information flows
iv. Relationship with stakeholders
v. Company performance and s Ira leg}7
vi. Tracking Board and committee's effectiveness
vii. Peer evaluation
Pursuant to the provisions of the Companies Act 2013 a formal annual evaluation needsto be made by the Board of its own performance and that of its committees and individualdirectors. Schedule IV of the Companies Act 2013 states that the performance evaluationof the independent directors shall be done by the entire Board of Directors excluding thedirector being evaluated. The Board works with the nomination and remuneration committeeto lay down tire evaluation criteria.
The Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Committee Nomination& Remuneration Committee and Stakeholders Relationship Committees of the Company. TireBoard has devised a questionnaire to evaluate the performances of each of executivenon-executive and Independent Directors. Such questions are prepared considering thebusiness of the Company and the expectations that the Board have from each of theDirectors. Tire evaluation framework for assessing the performance of Directors comprisesof the following key areas:
i. Attendance of Board Meetings and Board Committee Meetings;
ii. Quality of contribution to Board deliberations;
iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance;
iv. Providing perspectives and feedback going beyond the information provided by themanagement.
v. Ability to contribute to and monitor our corporate governance practices
Tire Board has on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is staled in the Corporate Governance Report
Our Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVEST MENTI S
Details of loans and investments by the Company to another body corporate or personsare given in notes to the financial statements.
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parlies for the year under review were on arm'slength basis and in the ordinary7 course of business and as such provisions ofSection 188 of the Companies Act 2013 are not attracted. Thus disclosure in Form AOC-2 isnot required. Further there is no material related party transactions during the yearunder review with the Promoters Directors or Key Managerial Personnel.
All Related Party Transactions are placed before the Audit Committee as also to theBoard for approval. As required under Clause 49 of the Listing Agreement the Company hasformulated a policy on dealing with Related Parly Transactions. Details of related partytransactions are given in the Annex ure to this report
The Company does not have any subsidiary.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Code lays down the standard procedure of business conduct which isexpected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders. The Code gives guidance through examples onthe expected behaviour from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has in place a whistleblower policy to support the Code of the conduct ofthe Company. This policy documents the Company's commitment to maintaining an open workenvironment in which employees consultants and contractors are able to report instancesof unethical or undesirable conduct actual or suspected fraud or any violation ofCompany's Code of conduct at a significantly senior level without fear of intimidation orretaliation.
PREVENTION OF INSIDER TRADING
The Company has adopled a Code of Conduct for Prevention of Insider Trading with a viewto regulating trading insecurities by the Directors and designated employees of theCompany. The Code prohibits the purchase or sale of Company shares by the Directors andthe designated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window' is closed. TheBoard is responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode.
AUDITORS & AUDITORS REPORT
Members are requested to appoint Auditors for the current year and to aufhori/.e theBoard of Directors to fix their remuneration. At a previous meeting M/s. Vijay R. Tater& Co Chartered Accountant was appointed as Statutory Auditors of your Company fromthe conclusion of the previous Extra ordinary General Meeting of this Annual GeneralMeeting. The said Statutory' Auditors retire at the ensuing Annual General Meeting andbeing eligible under section 139 of the Companies Act 2013 offer themselves forre-appointment. Your director recommends to appoint him as a statutory auditor of thecompany.
Report of the auditors read the notes on accounts is self-explanatory and need noelaboration.
During the year under review M/s VKM & Associates Practicing Company Secretary'wTio was appointed as the Secretarial Auditor of the Company has issued the audit reportin respect of the secretarial audit of the Company for the financial year ended March 312017. The Secretarial Audit is annexed to this directors report as Annexure T.
EXTRACT OF THE ANNUAL RETURN
The details forming pari of the extract of the Annual Relurn in Form MCI-9 as requiredunder Section 92 of the Companies Acl 2013 are included in this Report as Annexure 11 andforms an integral part of tins Report.
PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES
During the year under review your Company enjoyed a cordial relationship with workersand employees at all levels. The company regards its employees as a great asset.
For the particulars of employees as required to be disclosed in the Directors Report inaccordance with the Provisions of Section 197 of the Companies Act 2013 read with Rule 5of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 theDirectors state that the company' does not have any'employee who
(i) if employed throughout the financial year was in receipt of remuneration for thatyear which in the aggregate was not less than 6000000/- rupees per annum;
(ii) if employed for a part of the financial year was in receipt of remuneration forany part of that year at a rate which in the aggregate was not less than 500000/-rupees per month;
(iii) if employed 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 bis spouse and dependent childrennot less than two percent of the equity shares of the company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND RliDKESSAL) ACT 2013
Tn accordance with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules made there under theCompany? formulated an internal Policy? on Sexual Harassment at Workplace (PreventionProhibition and Redressal) during the year under review. An internal Complaint committeehas been set up to redress complaints received regarding sexual harassment. All womanemployees (permanent contractual temporary? trainees) are covered under this policy?.
During the y?ear tinder review there were no complaints received by? the Company?related to sexual harassment.
CORPORATE SOCIAL RESPONSIBILITY:
Due to insufficient profits Corporate Social Responsibility is not applicable to theCompany for Financial Year 2016-2017.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to Section 134(3)(m) of the Companies act 2013 read with Rule 8 of theCompanies (accounts) rules 2014 details regarding the Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo for the year under review are asfollows:
A. Conservation of Energy
a. Steps were taken or impact on the conservation of energy - Tire Operations of theCompany do not consume energy intensively. However the Company continues to implementprudent practices for saving electricity and other energy resources in day-to-dayactivities.
b. Steps were taken by the Company for utilizing alternate sources of energy - Thoughthe activities undertaken by the Company are not energy intensive the Company shallexplore 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 Company continues to takeprudential measures in respect of technology absorption adaptation and take innovativesteps to use the scarce resources effectively.
b. The benefits derived from product improvement cost reduction product developmentor import substitution- Not Applicable
c. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year) - Not Applicable
d. The expenditure incurred on Research and Development - Not Applicable
The Particulars of Foreign Exchange and Outgo for the year under review are as follows:
|Particulars ||Year ended 31st March 2017 ||Year ended 31st March 2016 |
|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 with the size scaleand complexity of its operations. The scope of the Internal Audit function outsourced toPrakash Kothari & Associates 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 CONT ROL REPORT
T he Board has adopted policies and procedures for the efficient conduct of business.The Audit Committee evaluates the efficacy and adequacy of a financial control system inthe Company its compliance with operating systems accounting procedures and policies atall locations of the Company and strives to maintain the Standard in Internal FinancialControl.
CASH FLOW STATEMENT
in conformity7 with the provision of Clause 32 of the Listing Agreement thecash flow statement for the year ended 315t March 2017 is annexed hereto.
MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS
No significant and material orders have been passed by any regulators or courts ortribunals against the Company impacting the going concern status and Company's operationsin future.
Out Directors express their sincere appreciation for the co-operation received fromshareholders bankers and other business constituents during the year under review. OurDirectors also wish to place on record their deep sense of appreciation for the commitmentdisplayed by all executives officers and staff resulting in the performance of theCompany during the year.
| ||FOR AND BEHALF OF THE BOARD |
| ||FOR DEEP DIAMOND INDIA LIMITED |
| ||PRAKASH SOT.ANKI ||DTNESH SOT.ANKI |
|Place: Mumbai ||CHAIRMAN & CFO ||MANAGING DIRECTOR |
|Date: 30.05.2017 || || |
Form AOC- 2
(Pursuant to clause (TO of sub-section (*) of section l'-tn of the Act and Rule8(a)
Of the Companies (Accounts') Rules. 2014.I
Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of the Actincluding certain arm's length transactions under the third proviso thereto:
1. Details of material contracts or arrangements or transactions not at arm's lengthbasis: Not Applicable
2. Details of material contracts or arrangement or transactions at arm's length basis:
|Particulars ||2016-17 ||2015-16 |
|Remuneration to Director || || |
|Dinesh Solanki ||360000 ||360000 |
|Prakash Solanki ||600000 ||600000 |
| || || |
|Salary to relative of Director || || |
|Jayshree Solanki ||300000 ||300000 |