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Mini Diamonds (India) Ltd.

BSE: 523373 Sector: Consumer
NSE: N.A. ISIN Code: INE281E01010
BSE 00:00 | 26 Oct 11.75 -0.46
(-3.77%)
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NSE 05:30 | 01 Jan Mini Diamonds (India) Ltd
OPEN 12.21
PREVIOUS CLOSE 12.21
VOLUME 1313
52-Week high 12.90
52-Week low 1.91
P/E 32.64
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.21
CLOSE 12.21
VOLUME 1313
52-Week high 12.90
52-Week low 1.91
P/E 32.64
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

To

The Members

Mini Diamonds (India) Limited.

Your Directors are pleased to present the Thirty Third Annual Report of the Companyalong with Audited Financial Statements and Auditor's Report for the financial year ended31st March 2020. The Management Discussion and Analysis report forms a part of thisreport.

The State of the Company's Affairs:

1. Key Financial Highlights:

The financial performance of your Company for the financial year ended 31st March 2020is summarized below:

Standalone Financials

Particulars For the year ended 31st March 2020 For the year ended 31st March 2019
Revenue from operations 563853706 1113494647
Other Income 2444 523796
Total Income 563856150 1114018443
Earnings before Depreciation and Amortization (7831626) (14909765)
Less: Depreciation and Amortization 711598 1150075
Net Profit before Exceptional items & Taxes (8543224) (16059839)
Less: Exceptional items (Loss)
Net Profit for the year before Taxes (8543224) (16059839)
Less: Provision for Taxes
Current Tax 1375000
Deferred Tax Assets 368255 (5831015)
(Excess)/ Short Provision for tax of earlier years
Profit after tax (9623077) (11603825)

a. Financial Performance

During the year under review your Company has reported a Total Revenue of INR563853706/- Total Revenue has decreased by 549640941/- as compared to the previousyear.

2. Dividend:

Your Directors have not recommended any dividend for the financial year ended 31stMarch 2020 due to loss and keeping in view the Company's performance during the currentyear.

3. Transfer to Reserves:

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

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

No Material changes and commitments has occurred between the end of the financial yearof the Company to which the financial statements relate and the date of this report.

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

The information pertaining to conservation of energy technology absorption and foreignexchange earnings and outgo are given below:

a. CONSERVATION OF ENERGY- i. the steps taken or impact on conservation of energy :NIL ii. the steps taken by the company for utilising alternate sources of energy : NILiii. the capital investment on energy conservation equipment : NIL

b. ECHNOLOGY 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 Year 19-20 Financial Year 18-19
Earnings in Foreign Currency Nil Nil
Expenses in Foreign Currency Nil Nil

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 2019-20 - is attached in AnnexureI. The latest amendment to Section 92 of the Companies Act 2013 (yet to be notified)states that "Every company shall place a copy of the annual return on the website ofthe company if any and the web-link of such annual return shall be disclosed in theBoard's report."

In consonance with the same the Company will place a copy of its Annual Return on itswebsite and the same can be accessed by the shareholders at the below mentionedhttp://www.minidiamonds.net/mdil-financial-info/mini-diamonds-financial-info.htm

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.

9. Board Meetings:

The Board of Directors (herein after called as "the Board") met 9 (Nine)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 29th May2019 0-7A Floor-0Nuseer House Mama Parmanand Marg Opera House Girgaon Mumbai 400004 1. Upendra Shah
2. Dilip Shah
3. Chintan Shah None
4. Usha Makwana
5. Ronish Shah
6. Manoj Makwana
1. Upendra Shah
2. 2)Dilip Shah
2 14th August 2019 0-7A Floor-0Nuseer House Mama Parmanand Marg Opera House Girgaon Mumbai 400004 3. Chintan Shah None
4. Usha Makwana
5. Ronish Shah
6. Manoj Makwana
1. Upendra Shah
2. Dilip Shah
3 14th November2019 0-7A Floor-0Nuseer House Mama Parmanand Marg Opera House Girgaon Mumbai 400004 3. Chintan Shah None
4. Usha Makwana
5. Ronish Shah
6. Manoj Makwana
1. Upendra Shah
2. Dilip Shah
4 06th February2020 0-7A Floor-0Nuseer House Mama Parmanand Marg Opera House Girgaon Mumbai 400004 3. Chintan Shah None
4. Usha Makwana
5. Ronish Shah
6. Manoj Makwana

10. Change in Directors and key managerial personnel.

Changes in Directors and key managerial personnel during the year and upto the date ofthe report is as follows: ? Ms. Ayushi Bathiya has been appointed as the Company Secretaryand Compliance Officer of the Company from 30th May 2019. ? Mr. Dilip Shah has beenappointed as the Non-Executive Director of the Company from 04.09.2020 ? Mr. Ronish Shahhas been appointed as the Director of the Company from 30.09.2019. ? Mrs. Niharika Roongtahas been appointed as an Additional Independent Director of the Company from 04.09.2020 ?Ms. Manoj Makwana has been ceased as the Director of the Company w.e.f 17.09.2020 ? Mrs.Usha Makwana has been ceased as the Director of the Company w.e.f 17.09.2020

11.Statement on declaration given by the Independent Directors under section 149(6) ofthe 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 Date of Cessation
1. Niharika Roongta 04/09/2020 --

All the above Independent Directors meet the criteria of ‘independence' prescribedunder section 149(6) and have submitted declaration to the effect that they meet with thecriteria of ‘independence' as required under section 149(7) of the Companies Act2013.

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 Remuneration Committee.The terms of reference of these Committees are determined by the Board and theirfunctioning is reviewed from time to time.

Meetings of each of these Committees are convened by the respective Chairman of theCommittee who also informs the Board about the summary of discussions held in theCommittee Meetings. The Minutes of the Committee Meetings are sent to all Directorsindividually and tabled at the Board Meetings.

A. Nomination and Remuneration Committee:

In accordance with Section 178 of the Companies Act 2013 your Company had constituteda Nomination and Remuneration Committee consisting of 3 non-executive directors out ofwhich not less than one-half are independent directors.

At the start of the Financial Year the Composition of the Committee was as under:Chairman: Mr. Chintan Shah- Non-Executive and Independent Director Members: 1) Mr. ManojMakwana- Non-Executive and Independent Director 2) Ms. Usha Makwana-Non-Executive andIndependent Director

However the Nomination and Remuneration Committee has since been re-constituted and ason the date of the report the Composition of the Committee was as under:

Chairman: Mr. Chintan Shah- Non-Executive and Independent Director Members: 1) Ms.Niharika Roongta - Non-Executive and Independent Director 2) Ms. Dilip Jaswant Shah-Non-Executive Director Meetings of Nomination and Remuneration Committee:

Sr. No. Date of Meetings Venue of the meeting Members present Members to whom Leave of absence was granted
1 18thOctober 2019 Office no. DE-8082 Bharat Diamond Bourse Bandra- kurla Complex Bandra (East) Mumbai Maharashtra 400051 0-7A Floor-0Nuseer 1. Chintan Shah NIL
2. Manoj Makwana
3. Usha Makwana
2 27th March 2020 House Mama ParmanandMarg Opera House Girgaon Mumbai 400004 1. Chintan Shah NIL
2. Manoj Makwana
3. Usha Makwana

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 systems andprocesses 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 (ListingObligations and Disclosure Requirements) Regulations 2015.

The Composition of the Committee at the start of the financial year was as under:Chairman: Mr. Chintan Shah –Non-Executive and Independent Director Members:

1) Mr. Manoj Makwana – Non-Executive and Independent Director

2) Ms. Upendra Shah – Managing Director

However the Audit Committee has since been re-constituted and as on the date of thereport the Composition of the Committee was as under:

Chairman: Mr. Chintan Shah- Non-Executive and Independent Director Members:

1) Ms. Niharika Roongta - Non-Executive and Independent Director

2) Mr. Upendra Shah – Managing Director *Meetings of Audit Committee:

Sr. No. Date of Meetings Venue of the meeting Members present of absence Members to whom Leave was granted
1. 29th May2019 0-7A Floor-0Nuseer House Mama Parmanand Marg Opera House Girgaon Mumbai 400004 0-7A Floor-0Nuseer 1. Manoj Makwana None
2. Chintan Shah
3. Upendra Shah
2. 14th August 2019 House Mama Parmanand Marg Opera House Girgaon Mumbai 400004 1. Manoj Makwana None
2. Chintan Shah
3. Upendra Shah
3. 14th November2019 0-7A Floor-0Nuseer House Mama Parmanand Marg Opera House Girgaon Mumbai 400004 0-7A Floor-0Nuseer 1. Manoj Makwana None
2. Chintan Shah
3. Upendra Shah
4. 06th February2020 House Mama Parmanand Marg Opera House Girgaon Mumbai 400004 1. Manoj Makwana None
2. Chintan Shah
3. Upendra Shah

The functions of the Audit Committee are broadly:

a. Overview of the company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible. b. Review and monitoring of internal control system and compliance of auditobservations of the Auditors. c. Review of the financial statements before submission tothe Board. d. Supervision of other financial and accounting matters as may be referred toby the

Board. e. Reviewing with the management performance of statutory and internalauditors and adequacy of internal control systems f. Discussing with statutory auditorsbefore the audit commences about the nature and scope of audit as well as have post-auditdiscussion to ascertain any area of concern. g. Reviewing the company's financial and riskmanagement policies. h. Overseeing vigil mechanism for adequate safeguards againstvictimization of persons who use such mechanism and make provision for direct access tothe chairperson of the Audit Committee in appropriate and exceptional cases.

C. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee was formulated to ensure that quality andefficient services to the investors and to align & streamline the process of sharetransfer/ transmission Committee is responsible for transfer/transmission of sharessatisfactory redressal of investors' complaints and recommends measures for overallimprovement in the quality of investor services.

The Composition of the Committee at the start of the financial year was as under:Chairman: Mr. Chintan Shah –Non-Executive and Independent Director Members: 1) Mr.Manoj Makwana – Non-Executive and Independent Director 2) Ms. Upendra Shah –Managing Director

However the Committee has since been re-constituted and as on the date of the reportthe Composition of the Committee was as under:

Chairman: Mr. Chintan Shah- Non-Executive and Independent Director Members: 1) Mr.Niharika Roongta - Non-Executive and Independent Director 2) Mr. Upendra Shah –Managing Director

Meeting of the Committee was as under:

Sr. No. Date of Meetings Venue of the meeting Members present Members to whom Leave of absence was granted
14th 1 February 2020 0-7A Floor- 0NuseerHouse Mama Parmanand Marg Opera House Girgaon Mumbai 400004 1. Manoj Makwana 2. Chintan Shah 3. Upendra Shah None

D. INDEPENDENT DIRECTOR'S MEETING:

The Meeting of the Independent Directors of the Company was held on 14th February 2020to review the performance of non-independent Directors and Board as a whole to assess thequality quantity and flow of information between the management and the board. Suchmeeting was attended by all the Independent Directors of the Company

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 statutoryaudit and procedural checks in place. The Board evaluates the efficacy and adequacy ofinternal control system its compliance with operating systems and policies of the Companyand accounting procedures at all locations of the Company. Based on the process ownersundertake corrective action in their respective areas and thereby strengthen the controls.Significant audit observations and corrective actions thereon are presented to the AuditCommittee 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 assets theprevention 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. Protecteddisclosures can be made by a whistle blower through several channels. The Audit Committeeof the Board oversees the functioning of Vigil Mechanism in accordance with the provisionsof the Companies Act 2013 and the Listing Agreement. The said Mechanism is establishedfor directors and employees to report their concerns. The procedure and other detailsrequired to be known for the purpose of reporting such grievances or concerns are uploadedon the website of the Company.

16.Familiarization 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 Auditors have not given any qualification in their Audit Report for the FinancialYear 2019-20.

B. Qualification Given By the Secretarial Auditor:

Secretarial Auditors have given 7 Qualifications for the Financial Year 2019-20; theBoard's reply to them is as follows:

Sr. No Compliance Requirement (Regulations/ circulars/ guidelines including specific clause) Deviations Observations/ Remarks of the Practicing Company Secretary
Newspaper publication of
1. Regulation 47(3) of SEBI (LODR) Regulations 2015 regarding Newspaper publication Financial result approved in the Board Meeting held on 29th May 2019 not submitted within 48 Hours Not Uploaded
2. Regulation 47(3) of SEBI (LODR) Regulations 2015 regarding Newspaper publication Newspaper publication of Financial Result approved in the Board Meeting held on 14th August 2019 not submitted within 48 Hours Not Uploaded
3. Regulation 47(3) of SEBI (LODR) Regulations 2015 Newspaper publication of Financial Results approved There was a delay in uploading post Newspaper
regarding Newspaper publication 46(2) of SEBI LODR in the Board Meeting held on 14th November 2019 not submitted within 48 Hours publication of the Financial result approved at Board Meeting held on 14th November 2019 on BSE Website
5. Regulations 2015 regarding the website disclosure of the Company. 3(4) of SEBI PIT Regulations 2015 All the policies of the Company are not updated. The Company has not Company will update all the policies at the earliest.
6. regarding the execution of agreements to contract confidentiality and nondisclosure obligations. executed and such contract of confidentiality and non- disclosure obligations. No such disclosures are made by any of the Insider/s or relatives of any insider and by any other person for whom such person takes trading decisions.
7. 6 of SEBI PIT Regulations 2015 regarding disclosures of Trading by Insiders.

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 Committees andIndividual 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.Statutory Auditors:

M/s. Mittal & Associates (Firm Registration No. 106456W) have been appointed as theStatutory Auditor of the Company for a period of 5 years at the Annual General Meetingheld on 29th September 2018 till the conclusion of the Annual General Meeting to be heldin the year 2023.

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 2018 – 19. Report issued by theSecretarial Auditor is annexed to Board's Report as Annexure III.

23.Related Party Transactions:

All transactions entered into with related parties during the year were on arm's lengthbasis in the ordinary course of business and in line with the threshold of materialitydefined in the Company's policy on Related Party Transactions. There have been nomaterially significant related party transactions between the Company and related partiesexcept for those disclosed in the financial statements.

All Related Party Transactions are placed on a quarterly basis before the AuditCommittee and also before the Board for approval. Prior omnibus approval of the AuditCommittee is obtained for the transactions which are of a foreseeable and repetitivenature.

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.

24. Obligation of the Company under the Sexual Harassment of Women at Workplace

(Prevention Prohibition and Redressal) Act 2013:

Under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 every Company is required to constitute an Internal ComplaintsCommittee to look into the complaints relating to sexual harassment at work place forevery woman employee.

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

During the year ended 31 March 2020 no complaints have been received pertaining tosexual harassment.

The Company also adheres to the system in conformity with providing a safe workplace toall employees.

i. the Company has complied with the provisions relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

ii. During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. {Therewas no complaint received from any employee during the financial year 2019–20 andhence no complaint is outstanding as on 31st March 2020 for redressal}.

25.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 revised duringthe Financial Year 2019 -2020 as per Section 131 of the Companies Act 2013.

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

The Company does not have any Subsidiary / Joint Ventures / Associate Companies of theCompany.

27.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;

(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.

28.The State of Company's Affairs:

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

29.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

30.Corporate Social Responsibility:

The company has not fallen under the criteria of Section 135 of the Companies Act 2013to constitute a committee and to spend in CSR activity. However your company assure thatit will comply with Section 135 when the section will be applicable on company.

31.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 V to this report.

A statement containing the names of the top ten employees in terms of remunerationdrawn as required pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is setout in Annual Report. However there was no employee in the Company drawing remunerationin excess of limit specified in Rule 5(2) (i) to (iii) of the Companies (Appointment andRemuneration of Managerial Personnel) 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.

32.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.Compliance with Secretarial Standards:

The Company has complied with all the clauses of Secretarial Standards issued andnotified by Institute of Company Secretaries of India.

34.Corporate Governance Report:

In accordance with the provisions of Schedule V Part C of SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 every Company has to annex a CorporateGovernance Report along with its Annual Report. However Regulation 15 of SEBI (ListingObligations and Disclosure Requirements) Regulation 2015 exempts your Company from theapplicability of the annexing such a Corporate Governance Report.

However your Company has decided to provide a Corporate Governance Report along withthe Board Report as a sign of good governance and to ensure transparency in itsfunctioning.

35.Code of Conduct Compliance:

All members of the Board and Senior Management have affirmed compliance to the Code ofConduct for the Financial Year 2019-20. A declaration signed by the Managing Directoraffirming compliance with the Company's Code of Conduct by the Board of Directors andSenior Management for the Financial Year 2019-20 as required under Regulation 26(3) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is included inthe Corporate Governance Report which is appended and forms part of this Report.

36.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
Sd/- Sd/-
Upendra Shah Ronish Shah
DIN: 00748451 DIN: 03643455
Managing Director CFO

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

as on financial year ended on March 31 2020

Pursuant to Section 92 (3) of the Companies Act 2013 and Rule 12(1) of the Company(Management & Administration ) Rules 2014

I REGISTRATION & OTHER DETAILS:

i CIN L36912MH1987PLC042515
ii Registration Date 12-Feb-87
iii Name of the Company MINI DIAMONDS (INDIA) LIMITED
iv Category/Sub-category of the Company Company Limited by shares Non-Government Company
v Address of the Registered office & contact details 0-7A Floor-0Nuseer House Mama Parmanand Marg Opera House Girgaon Mumbai 400004 Tel: +91-22-23671210 Email: minidiamonds9@gmail.com/ grievances@minidiamonds.net/info@minidiamonds.net Website: www.minidiamonds.net
vi Whether listed company Yes
vii Name address & contact details of the Registrar & Transfer Agent Purva Share Registry (India) Private Limited No. 9 Shiv Shakti Industrial Estate Ground Floor J R Boricha Marg Opp. Kasturba Hospital Lower Parel Mumbai- 400011.

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-

Sr. No. Name & Description of main NIC Code of the % to total turnover
products/services Product /service of the company
1 Diamonds trading and 32112 98.26%
Manufacturing

PARTICULARS OF HOLDING SUBSIDIARY & ASSOCIATE III COMPANIES

Sr. No Name & Address of the Company CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE % OF SHARES HELD APPLICABLE SECTION
NIL

IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)

Category of Shareholders

No. of Shares held at the beginning of the year (April 1 2019)

No. of Shares held at the end of the year (March 31 2020)

% chang e during the year
Demat Physical Total % of Total Share s Demat Physical Total % of Total Share s
A. Promoters
(1) Indian
a) Individual/HUF 35628 - 35628 1.03 41291 - 41291 1.20 0.17
b) Central Govt.or State Govt. - - - - - - - - -
c) Bodies Corporates - - - - - - - - -
d) Bank/FI - - - - - - - - -
e) Any other (Person Acting in Concert) 356600 686500 1043100 30.23 356600 686500 1043100 30.23 -
SUB TOTAL (A) (1): 392228 686600 1078728 31.27 397891 686500 1084391 31.43 0.17
(2) Foreign
a) NRI- Individuals - - - - - - - - -
b) Other Individuals - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Banks/FI - - - - - - - - -
e) Any other… - - - - - - - - -
SUB TOTAL (A) (2): - - - - - - - - -
Total Shareholding of Promoters (A)= (A)(1)+(A)(2) 392228 686600 1078728 31.27 397891 686500 1084391 31.43 0.17
B. PUBLIC SHAREHOLDING
(1) Institutions
a) Mutual Funds - - - - - - - -
b) Banks/Financial Institutions - - - - - - - -
c) Central Govt. - - - - - - - -
d) State Govt. - - - - - - - -
e) Venture Capital Fund - - - - - - - -
f) Insurance Companies - - - - - - - -
g) Foreign Portfolio Investor - - - - - - - -
h) Foreign Venture Capital Funds - - - - - - - -
i) Others (specify) - - - - - - - -
SUB TOTAL (B)(1): - - - - - - - -
(2) Non Institutions
a) Bodies corporates
i) Indian
ii) Overseas
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs.2 lakhs 637812 1517800 2155612 62.48 657561 1504100 2161661 62.66 0.18
ii) Individuals shareholders holding nominal share capital in excess of Rs. 2 lakhs 84153 - 84153 2.44 84153 - 84153 2.44 -
c) Others (specify)
c-i) Clearing Member 9493 - 9493 0.28 200 - 200 0.01 0.27
c-ii) Non Resident Indian 69670 - 69670 2.02 70538 - 70538 2.04 0.02
c-iii) Bodies Corporate 23132 12100 35232 1.02 18846 12100 30946 0.90 0.12
c-iv) Foreign Companies - - - - - - - -
c-v) Hindu Undivided Family 16612 - 16612 0.48 17611 - 17611 0.51 0.03
c-vi) Foreign Nationals - - - - - - - - -
c-vii) LLP 500 - 500 0.01 500 - 500 0.01 -
SUB TOTAL (B)(2): 841372 1529900 2371272 68.73 849409 1516200 2365609 68.57 0.16
Total Public Shareholding (B)= (B)(1)+(B)(2) 841372 1529900 2371272 68.73 849409 1516200 2365609 68.57 0.16
C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -
Grand Total (A+B+C) 1233600 2216400 3450000 100.00 1247300 2202700 3450000 100.00

(ii) SHAREHOLDING OF PROMOTERS

Shareholding at the beginning of the year (April 1 2019) Shareholding at the end of the year (March 31 2020) % change in shareholding during the year
Sl No. Shareholders Name No. of shares % of total shares of the company % of shares pledged encumbered to total shares No. of shares % of total shares of the company % of shares pledged encumbered to total shares
1 KINITA UPENDRA SHAH 17000 0.49 0.00 17000 0.49 0.00 0
2 MINITA UPENDRA SHAH 27000 0.78 0 27000 0.78 0 0
3 YOGESH NAROTTAMDAS SHAH 245900 7.13 0 245900 7.13 0 0
4 JARIN NAROTTAMDAS SHAH 21200 0.61 0 21200 0.61 0 0
5 CHANDRIKA KAILAS SHAH 346900 10.06 0 346900 10.06 0 0
6 DHARMESH KAILAS SHAH 46700 1.35 0.00 46700 1.35 0.00 0
7 HIMANSHU KAILAS SHAH 76400 2.21 0 76400 2.21 0 0
8 MEENA UPENDRA SHAH 262000 7.59 0 262000 7.59 0 0
9 RONISH U SHAH UPENDRA 34628 1 0 40291 1.16 0.16 0
10 NAROTTAMDAS SHAH 1000 0.03 0 1000 0.03 0 0
Total 1078728 31.27 0 1084391 31.41 0

(iii) CHANGE IN PROMOTERS' SHAREHOLDING:

Shareholding at the beginning of the Year (April 1 2019) Cumulative Shareholding during the year (01.04.2019 to 31.03.2020)
Sl. No. Name of Promoters No. of Shares % of total shares of the company Increase/Decrease in No. of Shares No of shares % of total shares of the company
1 Chandrika Kailas Shah
At the beginning of the year 346900 10.06
Date wise Increase/Decrease in Promoters shareholding during the year
At the end of the year - 31.03.2020 346900 10.06
2 Dharmesh Kailas Shah
At the beginning of the Year 46700 1.35
Date wise Increase/Decrease in Promoters shareholding during the year
At the end of the year - 31.03.2020 46700 1.35
3 Upendra Narottamdas Shah
At the beginning of the Year 1000 0.03
Date wise Increase/Decrease in Promoters shareholding during the year
At the end of the year - 31.03.2020 1000 0.03
4 Ronish U Shah
At the beginning of the Year 34628 1.00
Date wise Increase/Decrease in Promoters shareholding during the year 5663
At the end of the year - 31.03.2020 40291 1.16
5 Kinita U Shah
At the beginning of the Year 17000 0.49
Date wise Increase/Decrease in Promoters shareholding during the year 0
At the end of the year - 31.03.2020 17000 0.49
6 Minita U Shah
At the beginning of the Year 27000 0.78
Date wise Increase/Decrease in Promoters shareholding during the year 0
At the end of the year - 31.03.2020 27000 0.78
7 Yogesh N Shah
At the beginning of the Year 245900 7.13
Date wise Increase/Decrease in Promoters shareholding during the year 0
At the end of the year - 31.03.2020 245900 7.13
8 Jarin N Shah
At the beginning of the Year 21200 0.61
Date wise Increase/Decrease in Promoters shareholding during the year 0
At the end of the year - 31.03.2020 21200 0.61
9 Himanshu Kailash Shah
At the beginning of the Year 76400 2.21 0
Date wise Increase/Decrease in Promoters shareholding during the year
At the end of the year - 31.03.2020 76400 2.21
10 Meena U Shah
At the beginning of the Year 262000 7.59
Date wise Increase/Decrease in Promoters shareholding during the year 0
At the end of the year - 31.03.2020 262000 7.59

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters& Holders of GDRs & ADRs)

Shareholding at the beginning of the Year (April 1 2019)

Cumulative Shareholding during the year (April 1 2019 to March 31 2020)

Sl. No For Each of the Top 10 Shareholders No. of Shares % of total shares of the company No of shares % of total shares of the company
1 PARTH SHAH
At the beginning of the year - 01.04.2019 68640 1.99
Date wise Increase/Decrease in shareholding during the year No Change
At the end of the year - 31.03.2020 68640 1.99
2 MAYUR AJAY SHAH
At the beginning of the year - 01.04.2019 33650 0.98
Date wise Increase/Decrease in shareholding during the year No Change
At the end of the year - 31.03.2020 33650 0.98
3 VIVEK DHIMANT SHAH
At the beginning of the year - 01.04.2019 28003 0.81
Date wise Increase/Decrease in shareholding during the year No Change
At the end of the year - 31.03.2020 28003 0.81
4 DINESH C SHAH
At the beginning of the year - 01.04.2019 22500 0.65
Date wise Increase/Decrease in shareholding during the year No Change
At the end of the year - 31.03.2020 22500 0.65
5 SIMITA UPENDRA SHAH
At the beginning of the year - 01.04.2019 17000 0.49
Date wise Increase/Decrease in shareholding during the year No Change
At the end of the year - 31.03.2020 17000.00 0.49
6 SHRI JAY TEXTILE CHEMICAL INDUSTRIES PVT LTD
At the beginning of the year - 01.04.2019 10300 0.30
Date wise Increase/Decrease in shareholding during the year No Change
At the end of the year - 31.03.2020 10300.00 0.30
7 JYOTI MEHTA
At the beginning of the year - 01.04.2019 10100.00 0.29
Date wise Increase/Decrease in shareholding during the year No Change
At the end of the year - 31.03.2020 10100.00 0.29
8 MOHAN ABRAHAM
At the beginning of the year - 01.04.2019 10000 0.29
Date wise Increase/Decrease in shareholding during the year No Change
At the end of the year - 31.03.2020 10000.00 0.29
9 KODAI INVESTMENT AND TRADING COMPANY PRIVATE LIMITED
At the beginning of the year - 01.04.2019 10000 0.29
Date wise Increase/Decrease in shareholding during the year No Change
At the end of the year - 31.03.2020 10000.00 0.29
10 HARSHAD SEVANTILAL SHAH
At the beginning of the year - 01.04.2019 8848 0.26
Date wise Increase/Decrease in shareholding during the year No Change
At the end of the year - 31.03.2020 8848.00 0.26

(v) Shareholding of Directors & KMP

Shareholding at the beginning of the Year (April 1 2019) Cumulative Shareholding during the year (April 1 2019 to March 31 2020
Sl. No For Each of the Directors & KMP No. of Shares % of total shares of the company No of shares % of total shares of the company
1 Ronish U Shah
At the beginning of the year - 01.04.2019 34628 1 5663
Increase/decrease during the year 40291 1.16
At the end of the year - 31.03.2020
2 Upendra Narottamdas Shah
At the beginning of the year - 01.04.2019 1000 0.03
Increase/decrease during the year

No change during the year

At the end of the year - 31.03.2020 1000 0.03

V INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits
Indebtness at the beginning of the financial year (1.4.2019)
i) Principal Amount 947343 128391634
ii) Interest due but not paid 0 0
iii) Interest accrued but not due 0 0
Total (i+ii+iii) 947343 128391634
Change in Indebtedness during the financial year
Additions
Reduction 415001 47702784
Net Change 415001 47702784
Indebtedness at the end of the financial year (31.3.2020)
i) Principal Amount 532342 80688850
ii) Interest due but not paid 0 0
iii) Interest accrued but not due 0 0
Total (i+ii+iii) 947343 128391634

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole time director and/or Manager:

Sl. No Particulars of Remuneration Name of the MD/WTD/Manager
1 Gross salary Ronish Shah Total
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act 1961 660000 660000
(b) Value of perquisites u/s 17(2) of the Income tax Act 1961
(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961
2 Stock option
3 Sweat Equity
4 Commission as % of profit others (specify)
5 Others please specify
Total (A) 660000 660000
Ceiling as per the Act

B. Remuneration to other directors:

Sl.No Particulars of Remuneration Name of the Directors
1 Independent Directors
(a) Fee for attending board/committee meetings
(b) Commission
(c ) Others please specify
Total (1)
Other Non-Executive Directors
2 Nil
(a) Fee for attending board/committee meetings
(b) Commission
(c ) Others (Professional fees)
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Ceiling as per the Act

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl. No. Particulars of Remuneration

Key Managerial Personnel

1 Gross Salary Aayushi Bhatiya (CS) Ronish Shah (CFO) Total Amount
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act 1961 264000 660000 924000
(b) Value of perquisites u/s 17(2) of the Income Tax Act 1961
2 (c ) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961 Stock Option 0 0 0
3 Sweat Equity 0 0 0
4 Commission 0 0 0
- as % of profit
- others specify
5 Others 0 0 0
Total 264000 660000 924000

VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

Section of the Brief Type Companies Act Description Details of Penalty/Punishment/Compounding fees imposed Authority (RD/NCLT/Court) Appeal made if any (give details)
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS: Upendra Narottamdas Shah
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding
For and on behalf of the Board
Sd/-
Ronish Shah
DIN: 03643455
CFO
Sd/-
Aayushi Bathiya
Company Secretary

Sd/- Upendra Shah

DIN: 00748451

Managing Director

Annexure II

Nomination and Remuneration Policy

1. Purpose of the Policy:

The Nomination and Remuneration Committee ("Committee") of the Company andthis Policy shall be in compliance with the provisions of Section 178 of the CompaniesAct 2013 Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015

The Policy is framed with the objective(s):

i. To ensure that the level and composition of remuneration is reasonable andsufficient to attract retain and motivate the working potential of all the Directors andKey managerial Personnel (KMP) of the Company;

ii. To ascertain that the relationship of remuneration to performance is clear andmeets appropriate performance benchmarks;

iii. To ensure that the remuneration to Directors and Key Managerial Personnel (KMP) ofthe

Company involves a balance between fixed and incentive pay reflecting short andlong-term performance objectives appropriate to the working of the Company and its goals;

iv. To lay down criteria with regard to identifying persons who are qualified to becomeDirectors

(Executive and Non-executive) and persons who may be appointed in Key Managerialpositions and to determine their remuneration;

v. To determine remuneration based on the Company's size and financial position andtrends and practices on remuneration prevailing in peer companies in the industry;

vi. To carry out evaluation of the performance of Directors as well as Key ManagerialPersonnel and to provide for reward(s) linked directly to their effort performancededication and achievement relating to the Company's operations; and

vii. To lay down criteria for appointment removal of directors and Key ManagerialPersonnel and evaluation of their performance.

2. Definitions:

2.1 Act means the Companies Act 2013 and Rules framed thereunder as amendedfrom time to time.

2.2 Board means Board of Directors of the Company.

2.3 Directors mean Directors of the Company

2.4 Policy or this Policy means "Nomination and Remuneration Policy."

2.5 Key Managerial Personnel means

2.5.1. Chief Executive Officer or the Managing Director or the Manager;

2.5.2. Whole-time director;

2.5.3. Chief Financial Officer;

2.5.4. Company Secretary; and

2.5.5. Such other officer as may be prescribed.

3. ROLE OF COMMITTEE

3.1. Matters to be dealt with perused and recommended to the Board by theNomination and Remuneration Committee.

The Committee shall:

3.1.1 Identify persons who are qualified to become Directors and Key ManagerialPersonnel (KMP) who may be appointed in accordance with the criteria laid down and who maybe appointed in the position of the senior management.

3.1.2 Recommend to the Board appointment and removal of Directors and KMP and shallcarry out evaluation of every director's performance in accordance with the criteria setout.

3.1.3 Formulate the criteria for determining qualifications positive attributes andindependence of a director.

3.1.4 Recommend to the Board a policy relating to the remuneration for the Directorsand Key Managerial personnel and the senior management.

3.1.5 To consider and determine the Remuneration Policy based on the performance andalso bearing in mind that the remuneration is reasonable and sufficient to attract retainand motivate members of the Board and Key Managerial Personnel and such other factors asthe Committee shall deem appropriate.

3.1.6 Make independent/ discreet references where necessary well in time to verifythe accuracy of the information furnished by the applicant.

3.1.7 To devise a policy to ensure the diversity on the Board of the Company.

3.1.8 To recommend whether to extend or continue the term of appointment of theindependent director on the basis of the report of performance evaluation of independentdirectors.

3.2. Policy for appointment and removal of Director and Key Managerial Personnel (KMP)

3.2.1. Appointment criteria and qualifications a. The Committee shall identify andascertain the integrity qualification expertise and experience of the person forappointment as Director and Key Managerial Personnel and recommend to the Board his / herappointment.

b. A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person are sufficient /satisfactory for the concerned position.

c. The Company shall not appoint or continue the employment of any person as Whole-time

Director who has attained the age of seventy years. Provided that the term of theperson holding this position may be extended beyond the age of seventy years with theapproval of shareholders by passing a special resolution based on the explanatorystatement annexed to the notice for such motion indicating the justification for extensionof appointment beyond seventy years.

3.2.2. Criteria for Remuneration to Directors Key Managerial Personnel and SeniorManagement:

a. Performance: The Committee shall while determining remuneration ensures that theperformance of the Director and Key Managerial Personnel and their commitment andefficiency is constructive and beneficial in generating commercial for the Company.

b. Responsibilities and Accountability: The roles and responsibilities towards theorganisation and the position of the Director and Key Managerial Personnel shall beformerly evaluated to fix the remuneration.

c. Transparency: The process of remuneration management shall be transparentconducted in good faith and in accordance with appropriate levels of confidentiality.

d. Flexibility: The Remuneration payable shall be flexible to meet both the needsof individuals and those of the Company while complying with relevant tax and otherlegislation.

e. Affordability and Sustainability: The remuneration payable is affordable and ona sustainable basis.

3.2.3. Remuneration to Directors and Key Managerial Personnel:'

The Committee shall ensure that the Remuneration payable to Directors and KeyManagerial Personnel shall be paid after complying with the provisions of Section 197 andSchedule V and such other applicable provisions of the Companies Act 2013.

3.2.4. Term / Tenure

a. Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Executive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.

b. Independent Director:

An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report.

No Independent Director shall hold office for more than two consecutive terms but suchIndependent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly.

3.2.5. Evaluation

The Committee shall carry out evaluation of performance of every Director and KMP atregular interval (yearly).

3.2.6. Removal

Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations thereunder the Committee may recommend to theBoard with reasons recorded in writing removal of a Director and Key Managerial Personnelsubject to the provisions and compliance of the said Act rules and regulations.

3.2.7. Retirement

The Director and Key Managerial Personnel shall retire as per the applicable provisionsof the Act and the prevailing policy of the Company. The Board will have the discretion toretain the Director and Key Managerial Personnel in the same position/ remuneration orotherwise even after attaining the retirement age for the benefit of the Company.

3.3 Policy relating to the Remuneration for the Whole-time and Director.

3.3.1. General

a. The remuneration / compensation / commission etc. to the Whole-time Director andKey

Managerial Personnel will be determined by the Committee and recommended to the Boardfor approval. The remuneration / compensation / commission etc. shall be subject to theprior/post approval of the shareholders of the Company wherever required.

b. In determining the remuneration of Whole-time Director and Key Managerial Personnelthe

Committee should consider among others:

? Conducting benchmarking with companies of similar type on the remuneration package; ?The level and composition of remuneration is reasonable and sufficient to attract retainand motivate Directors of the quality required to run the Company successfully; ? Clearlinkage of remuneration and appropriate performance benchmarking; and

? Remuneration involves a balance between fixed and incentive pay reflecting short andlong-term performance objectives to the working of the Company and its goals.

c. Increments including bonuses incentive and other rewards to the existingremuneration/ compensation structure may be recommended by the Committee to the Boardwhich should be approved by the Shareholders of the Company and/or Central Governmentwherever required.

3.3.2. Remuneration to Non- Executive / Independent Director

The Non- Executive / Independent Director may receive remuneration by way of sittingfees for attending meetings of Board or Committee thereof. Provided that amount of feesshall not exceed Rs. One Lakh per meeting of the Board or Committee or such amount as maybe prescribed by the Central Government from time to time.

4. Membership

4.1 Members of the Committee shall be appointed by the Board with a minimum of threeNon-Executive Directors out of which not less than one-half shall be Independent Director.

4.2 The Chairman of the Committee shall be elected from members amongst themselves whoshall be an Independent Director. In the absence of the Committee's Chairman theremaining members present shall elect one of themselves to chair the meeting.

4.3 Only members of the Committee have the right to attend and vote at the Committeemeetings and any other person required to attend the meeting will have no right to vote.

4.4 The Chairperson of the Committee or in his absence any other member of theCommittee authorized by him in this behalf shall attend the general meetings of theCompany.

5. Frequency of the meetings

The Committee shall meet at such times so as to enable it to carry out its powersfunctions roles & responsibilities.

6. Committee Members' Interests

6.1 A member of the Committee is not entitled to be present when his or her ownremuneration is discussed at a meeting or when his or her performance is being evaluated.

6.2 The Committee may invite such executives as it considers appropriate to bepresent at the meetings of the Committee.

7. Minutes of Committee Meeting

Proceedings of all meetings must be minuted and signed by the Chairman of the saidmeeting or the Chairman of the next succeeding meeting. Minutes of the Committee meetingwill be tabled at the subsequent Board and Committee.

.