Your Directors presents their 25th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2019.
STATE OF COMPANY'S AFFAIRS:
Your Company is in the business of Trading of Diamond & Diamond Jewellery in India& worldwide. It has a global network worldwide Single sales offices a Work force ofover 5 people that sell Multiple product to about 100 Plus customers India and abroad.
| || |
(Rs. in rupees)
|Particulars ||Standalone |
| ||March 2019 ||March 2018 |
|Income from operation ||201046570.00 ||185059407.00 |
|Other Income ||3981066.00 ||444549.00 |
|Total Income ||205027636.00 ||185503956.00 |
|Profit/(loss) before Interest Depreciation Tax and Exceptional Items ||(1636348) ||773208.51 |
|Less Interest Expenses ||- ||- |
|Less Depreciation ||271649 ||356696.50 |
|Less Exceptional Items ||- ||- |
|Profit/(loss) before Tax ||(1907997) ||416512.01 |
|Less Provision for Taxation ||99390 ||(269267.00) |
|Net Profit/(Loss) after Tax ||(2007387) ||685779.01 |
During the financial year 2018-19 the total income increased to Rs.201046570.00 ascompared to last year's total income of Rs. 185059407.00. Profit Generated decreased toRs. (1636348.00) due to operation of Company.
DIVIDEND AND BOOK CLOSURE
The Board of Directors does not recommend dividend on equity shares for the currentfinancial year.
The register of members and share transfer books will remain close from 23rdSeptember 2019 at 9.00 a.m. and ends on 26th September 2019 at 5.00 p.m(both days inclusive) for the 25th Annual General Meeting of the Companyscheduled to be convened on 28th September 2019 at BW-2030 Bharat Diamond Bourse BandraKurla Complex Bandra (East) Mumbai - 400051.
Reserves & Surplus
As at March 31 2019 Reserves and Surplus amounted to Rs. (16607506) as compared toRs. (14600119) of previous year. The Company is steadily writing-off losses and thescenario is improving for the company.
Long Term Borrowings
The Company has paid-off all its Long Term Borrowings as at March 31 2019.
Short Term Borrowings
Company do not have any short term borrowing in the current period under review.
Net Fixed Assets as at March 31 2019 have reduced to Rs. 985162.00 as compared toRs. 1241561.00 in the previous year.
Company not made any investment in the current period under review.
The current Authorised Share Capital of the Company is Rs. 60000000 (Rupees SixCrores) divided into 6000000 (Sixty Lacs) Equity shares of Rs.10/- each.
The paid up Equity share capital of the Company as on March 31 2019 wasRs.50000000/- (Rupees Five Crores) comprising of 5000000 (Rupees Fifty Lacs) equityshares of Rs. 10/- each.
MEETINGS BOARD OF DIRECTORS
The Board normally meets once in a quarter and additional meetings are held as and whenrequired. During the year the Board of Directors met 5 times i.e. on May 29th2018 August 14th 2018 September 04th 2018 November 2nd 2018& February 14th 2019. The dates of Board Meetings were generally decided inadvance with adequate notice to all Board Members.
DIRECTORS AND KMP
Pursuant to Section 149(7) of the Companies Act 2013 the Company has receiveddeclarations from Mr. Pankaj Shah and Mrs. Nita P. Shah Independent Directors confirmingthat they meet the criteria of independence as specified in Section 149(6) of the Act.
Mr. Atul Jayantilal Kothari was appointed as an Additional Director of the Companyw.e.f. 22nd May 2019. His appointment as a Director is proposed in the AGM.
Mr. Krunalkumar Mahendrakumar Shah was appointed as CFO of the Company w.e.f. 22ndMay 2019.
Ms. Vinita Rathod resigned as a Company Secretary of the Company w.e.f 7thJune 2019.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION PURSUANT TO SECTION 178(3) OF THECOMPANIES ACT 2013
The Board of Directors of your Company in consultation with Nomination and RemunerationCommittee had formulated and adopted Code for Independent Directors and which containspolicy on director's appointment and remuneration including criteria for determiningqualification positive attributes and independence of directors.
Board of Directors of the Company duly consider appointment of the Directors inadherence with the policy prescribed under the code of independent directors andprovisions of section 178(3) of the Companies Act 2013.
The Company has an Independent Audit Committee comprising of 2 (Two) IndependentDirectors and 1 (one) Managing Director. Mr. VINOD TRIKAMLAL SHAH Mr. Pankaj Vinod Shahand Mrs. NITA PANKAJ SHAH Managing Director of the Company are Members of the Committee.All the members of the Audit Committee are financially literate. In view of theirprofessional qualification and experience in finance all are considered to have financialmanagement and accounting related expertise. Terms of reference of the Audit commi ee areelaborated in the Corporate Governance report which forms the part of this Annual Report.
EVALUATION OF PERFORMANCE OF BOARD
During the year a separate Meeting of Independent Directors of the Company was held on27th March 2019 which was attended by all the Independent Directors to discuss andreview the self assessment of Directors Board and Committees thereof and also assess thequality content and timeliness of flow of information between the Management and theBoard.
DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors confirms that:
(a) in the preparation of the annual accounts for the nancial year ended March 312019 the applicable accounting standards had been followed along with proper explanationrelating 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; and
(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Company hasimplemented several best Corporate Governance Practices as prevalent globally.
In compliance with Listing Obligation & Disclosure Regulations 2015 entered intowith the Stock Exchanges a Report on the Corporate Governance along with the certificatefrom the Statutory Auditors of the Company on compliance with the provisions of the saidClause is annexed and forms part of the Annual Report.
LOANS MADE GUARANTEES GIVEN OR INVESTMENTS IN SECURITIES BY THE COMPANY.
Particulars of loans made guarantees given or investments in securities by the Companyare provided in the Note 10 of notes to the Financial Statements.
PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES IN A PRESCRIBED FORMALONGWITH THE JUSTIFICATION FOR ENTERING INTO SUCH CONTRACT OR ARRANGEMENT.
During the year there was no related party transactions of material nature that mayhave a potential conflict with interests of the Company all transactions with relatedparties were in the normal course of business. On recommendation of Audit Committee theBoard ratifies all the related party transactions on quarterly basis. The details of thetransaction is annexed herewith as Annexure- I' in the prescribed form AOC-2
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Since the Company does not own any manufacturing facility or unit hence disclosures inthis regard not required. The particulars with respect to conservation of energytechnology absorption being not relevant have not been given.
MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments has been done my management affectingthe financial position of the Company between the end of the financial year of the companyto which the financial statements relates and the date of the report.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure II tothis Report.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act 2013 are not applicable to theCompany as it is suffering losses since last three consecutive years hence disclosure inthis regard is not provided.
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES (SECTION 177(10))
The Board of directors of the Company believes in conducting all its affairs in a fairand transparent manner by adopting highest standards of professionalism honestyintegrity and ethical behavior. The directors are committed to comply with the laws andregulations to which it is subject. For this it has put in place systems policies andprocedures to interpret and apply these laws and regulations in the organizationalenvironment. In consonance with the object of transparency and good governance the boardof directors of the company formulated and adopted "Whistle Blower Policy and VigilMechanism"
The organization's internal controls and operating procedures are intended to detectand prevent improper activities. In this regard the Company believes in developing aculture where it is safe for all the Directors/Employees to raise concerns about any pooror unacceptable practice and any event of misconduct. These help to strengthen and promoteethical practices and ethical treatment of all those who work in and with theorganization.
The main objective of this Policy is to provide a platform to Directors and Employeesto raise concerns regarding any irregularity misconduct or unethical matters / dealingswithin the group which have a negative bearing on the organization either financially orotherwise.
RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION(SECTION 197(12))
Details pertaining to remuneration as required under section 197(12) of the Companiesact 2013 read with rule 5(1) of the companies (appointment and Remuneration of managerialpersonnel) 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 details as required underSection 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annual Report.
Pertaining the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theboard of directors do hereby declare that:
(i) No any employee throughout the financial year was in receipt of remuneration forthat 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 receipt ofremuneration 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 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 his spouse and dependent childrennot less than two percent of the equity shares of the company.
The Company has no subsidiary companies and hence company no need to make disclosure ofcontracts 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 review as stipulatedunder Regulation 34 of the Securities and Exchange Board of India (Listing Obligations AndDisclosure Requirements) Regulations 2015 is presented in a separate section formingpart of the Annual Report.
Pursuant to Section 204 of the Companies Act 2013 and rules amendments made thereunder Ms. Nisha Doshi Practising Company Secretary was appointed to conduct thesecretarial audit of our company for FY 2018-19. The Secretarial Audit report is givenseparately under Annexure IV.
Company considers its employees as most valuable resource and ensures strategicalignment of Human Resource practices to business priorities and objectives. The Companyhas a dedicated team of employees at various locations across our corporate office andbranch 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 adopted Internal FinancialControl Policy in order to maintain confidentiality of price sensitive information andinternal financial control.
The Company has mechanisms to inform the Board Members about the risk assessment andminimization procedures and periodical review to ensure that executive management controlsrisk through means of a properly identified framework. Risk management is an ongoingprocess and the Audit Committee will periodically review risk mitigation measures. TheBoard of Directors has not constituted a Risk Management Committee as is not mandatory tothe company vide circular bearing number CIR/CFD/POLICY CELL/7/2014 issued by SEBI datedSeptember 15 2014.
The Board of Directors of the Company and the Audit Committee shall periodically reviewand evaluate the risk management system of the Company so that the management controls therisks through properly defined network.
Head of Departments shall be responsible for implementation of the risk managementsystem as may be applicable to their respective areas of functioning and report to theBoard and Audit Committee.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There were no significant and material orders passed by the regulators and/or courts ortribunals during the year.
POLICY FOR SEXUAL HARRASMENT
The Company has formed the Sexual harassment Committee and no casualty or complaintlodged against anybody.
Your Directors take this opportunity to thank all investors clients vendors banksregulatory Government authorities and Stock Exchanges for their continued support andcooperation. The Directors also wish to place on record their appreciation of thecontribution made by the business partners / associates at all levels.
| ||For and on behalf of the board of Directors |
| ||Sd/- |
| ||Vinod T. Shah |
| ||Managing Director |
|Place : Mumbai ||DIN 01859634 |
|Date : 22nd May 2019 || |