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Sheetal Diamonds Ltd.

BSE: 530525 Sector: Consumer
NSE: N.A. ISIN Code: INE786J01025
BSE 00:00 | 08 Aug 5.68 0.38
(7.17%)
OPEN

5.14

HIGH

5.77

LOW

5.14

NSE 05:30 | 01 Jan Sheetal Diamonds Ltd
OPEN 5.14
PREVIOUS CLOSE 5.30
VOLUME 25648
52-Week high 15.69
52-Week low 1.69
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.14
CLOSE 5.30
VOLUME 25648
52-Week high 15.69
52-Week low 1.69
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sheetal Diamonds Ltd. (SHEETALDIAMONDS) - Director Report

Company director report

To

The Members

Your Directors presents their 27th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2021.

STATE OF COMPANY'S AFFAIRS:

Your Company is in the business of Trading of Diamond & DiamondJewellery in India & worldwide. It has a global network worldwide Single salesoffices a Work force of over 5 people that sell Multiple product to about 100 Pluscustomers India and abroad.

FINANCIAL PERFORMANCE:

(Rs. in rupees)

Particulars Standalone
March 2021 March 2020
Income from operation 225989637.00 183361300.00
Other Income 2840468.00 5338286.00
Total Income 228830105.00 188699586.00
Profit/(loss) before Interest Depreciation Tax and Exceptional Items 4417652.00 (1135568)
Less Interest Expenses - -
Less Depreciation 620212.00 301029
Less Exceptional Items - -
Profit/(loss) before Tax 3797440.00 (1436597)
Less Provision for Taxation 70858.00 44868
Net Profit/(Loss) after Tax 3726582.00 (1481465)

During the financial year 2020-21 the total income Increase toRs.228830105.00 as compared to last year's total income of Rs.188699586.00. NetProfit Generated after tax Increased to Rs. 37 26582.00 due to operation of Company ascompared to last year net loss generated after tax Rs. (14 81465.00).

The COVID-19 global pandemic which set foot in India in March 2021 hasimpacted the country's economy across industries and businesses. The Company is not immuneto this crisis. To ensure the safety of its employees and workers and to combat theCovid-19 pandemic in compliance with the containment directives of the Government theCompany had shut down its facilities at all locations towards the end of March 2021.

During these extraordinary times of the COVID-19 pandemic our Companyhas been contributing positively to the social and financial well-being of all ourstakeholders above all to the common people of India. Value of human life is of utmostimportance and this fundamental principle continues to guide our business andphilanthropic activities. We have come together as an organisation with the combinedstrengths of Sheetal Diamonds and all the members of the Sheetal Diamonds to deploy asustainable and resilient response to this global pandemic. Our multifarious activitiesand our widely publicised motto.

As per the Directives of both the Central and State Governments in thewake of COVID-19 pandemic We fight with COVID 19 Strongly and almost defeat and come outstrongly the Company had good business after COVID -19 Impacts on business last year TheCompany has been took various precautionary measures to protect employees and theirfamilies from COVID-19.

DIVIDEND AND BOOK CLOSURE

The Board of Directors does not recommend dividend on equity shares forthe current financial year.

The register of members and share transfer books will remain close from22nd September 2021 at 9.00 a.m. and ends on 28th September 2020at 5.00 p.m (both days inclusive) for the 27th Annual General Meeting of theCompany scheduled to be convened on 28th September 2021 at Hotel Park View37 Lallubhai Park Road Andheri West Mumbai 400058.

FINANCIAL SITUATION

Reserves & Surplus

As at March 31 2021 Reserves and Surplus amounted to Rs. (14362389)as compared to Rs. (18088971) of previous year. The Company is steadily writing-offlosses and the scenario is improving for the company.

Long Term Borrowings

The Company has taken secured Loan of Rs. 987917/- as Long term.

Short Term Borrowings

The Company does not taken any unsecured or Secured Loan as Short term.

Fixed Asset

Net Fixed Assets as at March 31 2021 have Increased to Rs.6126877.00 as compared to Rs. 3253640.00 in the previous year.

Investments

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

SHARES CAPITAL

Authorised Capital

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

Equity Shares

The paid up Equity share capital of the Company as on March 31 2021was Rs. 50000000/- (Rupees Five Crores) comprising of 5000000 (Rupees Fifty Lacs)equity shares of Rs. 10/- each.

MEETINGS BOARD OF DIRECTORS

The Board normally meets once in a quarter and additional meetings areheld as and when required. During the year the Board of Directors met 6 times i.e. on May04th 2020 May 16th 2020 June 29th 2020 August 14th2020 November 12th 2020 & February 13th 2021. The dates ofBoard Meetings were generally decided in advance with adequate notice to all BoardMembers.

DIRECTORS AND KMP

Pursuant to Section 149(7) of the Companies Act 2013 the Company hasreceived declarations from Mr. Pankaj Shah and Mrs. Nita P. Shah Independent Directorsconfirming that they meet the criteria of independence as specified in Section 149(6) ofthe Act.

• Mr. Jai Dilip Shrimankar appointed as a Compliance Officer CumCompany Secretary w.e.f. 01st May 2020.

• Mr. Atul Jayantlal Kothari resigned as an Additional Director ofthe Company w.e.f 25th March 2021.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION PURSUANT TO SECTION178(3) OF THE COMPANIES ACT 2013

The Board of Directors of your Company in consultation with Nominationand Remuneration Committee had formulated and adopted Code for Independent Directors andwhich contains policy on director's appointment and remuneration including criteria fordetermining qualification positive attributes and independence of directors.

Board of Directors of the Company duly consider appointment of theDirectors in adherence with the policy prescribed under the code of independent directorsand provisions of section 178(3) of the Companies Act 2013.

AUDIT COMMITTEE

The Company has an Independent Audit Committee comprising of 2 (Two)Independent Directors and 1 (one) Managing Director. Mr. VINOD TRIKAMLAL SHAH Mr. PANKAJVINOD SHAH and Mrs. NITA PANKAJ SHAH Independent Director of the Company are Members ofthe Committee. All the members of the Audit Committee are financially literate. In view oftheir professional qualification and experience in finance all are considered to havefinancial management and accounting related expertise. Terms of reference of the Auditcommittee are elaborated in the Corporate Governance report which forms the part of thisAnnual Report.

EVALUATION OF PERFORMANCE OF BOARD

During the year a separate Meeting of Independent Directors of theCompany was held on 13th February 2021 which was attended by all theIndependent Directors to discuss and review the self assessment of Directors Board andCommittees thereof and also assess the quality content and timeliness of flow ofinformation between the Management and the Board.

DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors confirms that:

(a) in the preparation of the annual accounts for the financial yearended March 31 2021 the applicable accounting standards had been followed along withproper explanation relating to material departures;

(b) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are 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 and loss of the company for that period;

(c) the directors had 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;

(d) the directors had prepared the annual accounts on a going concernbasis; and

(e) the directors in the case of a listed company had laid downinternal financial controls to be followed by the company and that such internal financialcontrols are adequate and were operating effectively.

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

CORPORATE GOVERNANCE:

As the paid up equity share capital and net worth of the Company arebelow the limits specified in Regulation 15 of the Listing Regulations the Company is notrequired to furnish a report on corporate governance and therefore the same does not formpart of this Report.

LOANS MADE GUARANTEES GIVEN OR INVESTMENTS IN SECURITIES BY THECOMPANY.

The Company has not given any Loans Guarantees or provided security ormade investments to/in any other company during the financial year under review.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES IN APRESCRIBED FORM ALONGWITH THE JUSTIFICATION FOR ENTERING INTO SUCH CONTRACT ORARRANGEMENT.

During the year there was no related party transactions of materialnature that may have a potential conflict with interests of the Company all transactionswith related parties were in the normal course of business. On recommendation of AuditCommittee the Board ratifies all the related party transactions on quarterly basis. Thedetails of the transaction is annexed herewith as 'Annexure- I' in the prescribed formAOC-2.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Since the Company does not own any manufacturing facility or unithence disclosures in this regard not required. The particulars with respect toconservation of energy technology absorption being not relevant have not been given.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments has been done mymanagement affecting the financial position of the Company between the end of thefinancial year of the company to which the financial statements relates and the date ofthe report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as AnnexureII to this Report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act 2013 are notapplicable to the Company as it is suffering losses since last three consecutive yearshence disclosure in this regard is not provided.

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

The Board of directors of the Company believes in conducting all itsaffairs in a fair and transparent manner by adopting highest standards ofprofessionalism honesty integrity and ethical behavior. The directors are committed tocomply with the laws and regulations to which it is subject. For this it has put in placesystems policies and procedures to interpret and apply these laws and regulations in theorganizational environment. In consonance with the object of transparency and goodgovernance the board of directors of the company formulated and adopted "WhistleBlower Policy and Vigil Mechanism"

The organization's internal controls and operating procedures areintended to detect and prevent improper activities. In this regard the Company believesin developing a culture where it is safe for all the Directors/Employees to raise concernsabout any poor or unacceptable practice and any event of misconduct. These help tostrengthen and promote ethical practices and ethical treatment of all those who work inand with the organization.

The main objective of this Policy is to provide a platform to Directorsand Employees to raise concerns regarding any irregularity misconduct or unethicalmatters / dealings within the group which have a negative bearing on the organizationeither financially or otherwise.

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

Details pertaining to remuneration as required under section 197(12) ofthe Companies act 2013 read with rule 5(1) of the companies (appointment and Remunerationof managerial personnel) rules 2014 are provided in 'Annexure-III' to the Board's Report.

MANAGERIAL REMUNERATION AND RELATED DISCLOSURES

Disclosures pertaining to remuneration to directors and other detailsas required under Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in theAnnual Report.

Pertaining the provisions of Section 197(12) of the Act read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 the board of directors do hereby declare that:

(i) No any employee throughout the financial year was in receipt ofremuneration for that year which in the aggregate was not less than sixty lakh rupees;

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

(iii) No any employee throughout the financial year or part thereofwas in receipt of remuneration in that year which in the aggregate or as the case maybe at a rate which in the aggregate is in excess of that drawn by the managing directoror wholetime director or manager and holds by himself or along with his spouse anddependent children not less than two percent of the equity shares of the company.

SUBSIDIARY COMPANIES

The Company has no subsidiary companies and hence company no need tomake disclosure of contracts or arrangements or transactions not at arm's length basis.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under reviewas stipulated under Regulation 34 of the Securities and Exchange Board of India (ListingObligations And Disclosure Requirements) Regulations 2015 is presented in a separatesection forming part of the Annual Report.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act 2013 and rulesamendments made there under Ms. Neha Mhatre Practising Company Secretary was appointedto conduct the secretarial audit of our company for FY 2020-21. The Secretarial Auditreport is given separately under Annexure IV.

HUMAN RESOURCES

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

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

Your Company has adequate internal financial control and adoptedInternal Financial Control Policy in order to maintain confidentiality of price sensitiveinformation and internal financial control.

RISK MANAGEMENT

The Company has mechanisms to inform the Board Members about the riskassessment and minimization procedures and periodical review to ensure that executivemanagement controls risk through means of a properly identified framework. Risk managementis an ongoing process and the Audit Committee will periodically review risk mitigationmeasures. The Board of Directors has not constituted a Risk Management Committee as is notmandatory to the company vide circular bearing number CIR/CFD/POLICY CELL/7/2014 issued bySEBI dated September 15 2014.

The Board of Directors of the Company and the Audit Committee shallperiodically review and evaluate the risk management system of the Company so that themanagement controls the risks through properly defined network.

Head of Departments shall be responsible for implementation of the riskmanagement system as may be applicable to their respective areas of functioning and reportto the Board and Audit Committee.

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

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

POLICY FOR SEXUAL HARRASMENT

The Company has formed the Sexual harassment Committee and no casualtyor complaint lodged against anybody.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank all investors clientsvendors banks regulatory Government authorities and Stock Exchanges for their continuedsupport and cooperation. The Directors also wish to place on record their appreciation ofthe contribution made by the business partners / associates at all levels.

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