Your Directors have pleasure in presenting the 31st Annual Report andAudited Statement of Accounts of your Company for the year ended 31st March2021.
The salient features of the Company's working for the year under review are as under:
(` In Rs)
|Particulars ||Standalone ||Consolidated |
| ||Year Ended 31.03.2021 ||Year Ended 31.03.2020 ||Year Ended 31.03.2021 |
|Sales and other Income ||12417236 ||21265770 ||12973194 |
|Profit /(Loss) before Interest and Depreciation ||(3420454) ||5431603 ||(17080684) |
|Less Interest & Finance Expenses ||8933175 ||6977193 ||8933175 |
|Profit/(Loss) before Depreciation ||(12353629) ||(1545590) ||(26013859) |
|Less: Depreciation ||37695 ||338532 ||37695 |
|Profit/(Loss) Before Taxation ||(12391324) ||(1884122) ||(26051554) |
|Less: Provision for Taxation (net) ||NIL ||NIL ||NIL |
|Less/Add: Deferred Tax ||14319 ||319889 ||14319 |
|Profit/(Loss) for the year ||(13101906) ||(2420500) ||(26762136) |
|Less: Tax Adjustment relating to prior years ||696262 ||216489 ||696262 |
|Add: Surplus brought forward from Previous year ||(30291895) ||(27842503) ||(31716603) |
|Balance carried to Balance sheet ||(43393801) ||(30291895) ||(58478739) |
Your Company has recorded a turnover of Rs. 12411960 /- during the year under reviewas opposed to Rs.7759768 in the previous year.
With a view to conserving the resources of your Company your Directors have decidednot to recommend Dividend for the year.
Material Changes and Commitment Affecting Financial Position of the Company
There are no material changes and commitments affecting the financial position of theCompany which has occurred between the end of the financial year of the Company i.e 31stMarch 2021 and the date of the Directors' report.
In accordance with the Companies Act 2013 and the Articles of Association of yourCompany Mr. Sunny Sunil Gandhi (Din: 00695322) retires by rotation and is eligible forre-appointment.
Brief profiles of the Director seeking re-appointment are annexed to the Notice inAnnexure I.
The Board has carried out an annual performance evaluation of the Directorsindividually including Independent Directors Board as a whole and of its variouscommittees on parameters such as skills knowledge participation in meetingscontribution towards Corporate Governance practices compliance with code of ethics etc.
Independent Directors have carried out performance evaluation of non-independentDirectors Chairman of the Board and Board as a whole with respect to knowledge to performthe role time and level of participation performance of duties and level of oversightand professional conduct and independence.
The Directors expressed their satisfaction with the evaluation process.
During the year Four Board Meetings were convened and held. The details thereof aregiven in the Corporate Governance Report. The intervening gap between the meetings waswithin the period prescribed under the Companies Act 2013 and Regulation 17 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Companies Act 2013 Mr. Sunny GandhiWholetime Director Mr. Prabodhchandra Joshi Chief Financial Officer and Mr. Anshul GargCompany Secretary are the Key Managerial Personnel of the Company.
Declaration by Independent Directors
Necessary declarations have been obtained from all the Independent Directors underSection 149 (6) of the Companies Act 2013 and Regulations 16(1)(b) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.
Subsidiary Joint Venture or Associate Companies
Your Company has a wholly owned foreign subsidiary Company in Dubai at the Dubai MultiCommodities Centre (DMCC) UAE in the name of SUNRAJ DIAMONDS DMCC.
Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 the statement containing salient features of the Financialstatements of the Company's Subsidiaries (in Form AOC-1)- Annexure A is formingpart of the Consolidated Financial Statement.
Pursuant to Section 136 of the Companies Act 2013 the Company is exempted fromattaching to its Annual Report of the Subsidiary Company viz. SUNRAJ DIAMONDS DMCC as thesame is listed on the website of the company.
The financial statement of the subsidiary Company is kept open for inspection by theshareholders at the Registered Office of the Company. The Company shall provide the copyof the financial statement of its subsidiary company to the shareholders upon theirrequest free of cost.
During the financial year ended March 31 2021 the Company has entered into tworelated party transactions ("RPT") requiring the approval of the Board ofDirectors pursuant to Section 188(1) of the Companies Act 2013. The requisite approvalsof the Board were obtained in its meeting held on 30th June 2021
Further no RPT exceeding the applicable threshold prescribed pursuant to Rule 15(3)(a) of the Companies (Meetings of Board and its Powers) Rules 2014 requiring member'sapproval was entered into by the Company during the financial year 202021.
The disclosure of RPT as required under Section 134(3) (h) of the Companies Act 2013in Form AOC 2 is attached as Annexure B to this Report.
Particulars of Loans Guarantees or Investments
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
Business Risk Management
The Company manages and monitors principal risks and uncertainties that can impactability of the Company to achieve its targets/ objectives. Timely reports are placedbefore the board for considering various risks involved in the Company business/operations. The Board evaluates these reports and necessary / corrective actions are thenimplemented.
A brief report on risk evaluation and management is provided under Management'sDiscussion and Analysis Report forming part of this Annual Report.
Internal Financial Controls
The Company has in place adequate systems and procedures for implementation ofinternal financial control across the organization which enables the Company to ensurethat these controls are operating effectively.
Conservation of Energy Technology Absorption and Foreign Exchange Earning and Outgo
The Company does not own any manufacturing facility and hence the particulars relatingto conservation of energy and technology absorption as stipulated in the Companies(Accounts) Rules 2014 are not applicable. Particulars with regards to foreign exchangeexpenditure and earning are given in Note Nos. 27(b)of the notes to the accounts.
Corporate Social Responsibility (CSR)
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable to the Company.
Directors' Responsibility Statement
The Directors would like to assure the members that the financial statements for theyear under review conform in their entirety to the requirements of the Companies Act2013. The Directors confirm that: a) the Annual Accounts have been prepared in conformitywith the applicable Accounting Standards;
b) the Accounting Policies selected and applied on a consistent basis give a true andfair view of the affairs of the Company and of the profit for the financial year;
c) sufficient care has been taken that adequate accounting records have been maintainedfor safeguarding the assets of the Company; and for prevention and detection of fraud andother irregularities;
d) the Annual Accounts have been prepared on a going concern basis;
e) the internal financial controls laid down in the Company were adequate and operatingeffectively;
f) The systems devised to ensure compliance with the provisions of all applicable lawswere adequate and operating effectively.
Share Registrar & Transfer Agent
The Company's Registrar & Transfer Agents for shares is Adroit Corporate ServicesPvt. Ltd (ACSPL). ACSPL is a SEBI registered Registrar & Transfer Agent. The contactdetails of ACSPL are mentioned in the Report on Corporate Governance. Investors arerequested to address their queries if any to ACSPL; however in case of difficulties asalways they are welcome to contact the Company's Compliance Officer the contactparticulars of which are contained in the Report on Corporate Governance.
Your Company has not accepted any deposit from the public during the year within themeaning of Section 73 to 76 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules2014.
Particulars of Employees
The Company does not have any employee covered under the provisions of Rule 5 (2) ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andtherefore this information has not been furnished as part of this Report.
The prescribed particulars of employees required under Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached as AnnexureII and forms a part of this Report of the Directors.
The Company has a Vigil Mechanism and Whistle-Blower Policy to deal with instances offraud and mis-management if any and conducting business with integrity including inaccordance with all applicable laws and regulations.
The Board of Directors recommends ratification of appointment of M/s. Govind Prasad andCo Chartered Accountants having Firm Registration No 114360W as the Statutory Auditor ofthe Company for the FY 2021-2022.
The Auditors' Report to the shareholders does contain reservation qualification andadverse remark as under:
|Sr No ||Qualifications made by Auditor ||Explanations by the Board |
|1. ||The Company has not made the provision of employee cost with reference to the retirement benefits of the employees. Details of the same is mentioned in Note no. 31 of the Audit Report. ||The Opinion of the Auditor in Self explanatory and Company is in process of complying the same and necessary compliance will be done in due course. |
|2. ||The company has delayed in transferring the amount to Investors Education Protection Fund Account as required by the section 125 of the Companies Act 2013. ||The Company has inadvertently delayed in transferring the amount to Investors Education Protection Fund Account as required by the section 125 of the Companies Act 2013 The Company is in process of complying the same and necessary compliance will be done in due course. |
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rule 2014 the Company hasappointed M/s Kiran Doshi & Co. Company Secretary in practice to undertake theSecretarial Audit of the Company. The Secretarial Audit Report in the prescribed Form No.MR-3 is annexed herewith.
QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:
|Qualifications made by Secretarial Auditor ||Explanations by the Board |
|a) The Company has not transferred Unclaimed Dividend for the financial years 2011-2012and 2012 2013 to the Investor Education & Protection Fund (IEPF) as per the provisions of Section 125 of the Companies Act 2013 and Rules made thereunder. ||The Company will take necessary steps to comply with the transfer of Unclaimed dividend to IEPF. |
|b) The Company has not transferred the Shares on which Dividend has not been claimed for 7 consecutive years as per the provisions of Sections 124 & 125 of the Companies Act 2013 and Rule 6 of the IEPF Authority (Accounting Audit Transfer and Refund) Rules 2016. ||The Company will take necessary steps to comply with the transfer of Shares to IEPF. |
|c) The Company has not filed Form MR 1 pertaining to re-appointment of Whole- time Director and remuneration payable to him as required by Rule 3 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. ||The company will take necessary steps to complete the filing. |
|d) The Company appointed a Whole-time Company Secretary with effect from 7th May 2019 as required under Section 203 of the Act however the same was not informed to Stock exchange within due date and as the Company is yet to clear penalty amount levied by the Stock Exchange the appointment of Whole-time Company Secretary is yet not taken on record by the Stock Exchange. ||The Company informed the stock exchange about the appointment of Whole Time Company Secretary however the Stock Exchange will take the same on record upon payment of penalty levied by the stock exchange. |
|e) Information to be provided on the Company's website has not been updated as per the requirements of SEBI (LODR) Regulations 2015. ||The company will take necessary steps to update website as per the requirements of SEBI (LODR) Regulations 2015. |
|f) The Company has done necessary compliance with stock exchange as required under SEBI (LODR) Regulations 2015 with few delays under few regulations as under: ||The delays have happened due to covid-19 disruption. The Company will take all necessary steps to file the necessary filings within due date. |
| Regulation 31- Shareholding Pattern. || |
| Regulation 33- Financial Results. || |
| Regulation 27(2)- Corporate Governance. || |
| Regulation 55A- Reconciliation of Share Capital Audit. || |
| Regulation 47- Newspaper Publication of Financial results. || |
| Regulation 29- Intimation of Notice of Board Meeting || |
|g) The Company has not submitted the Annual Secretarial Compliance Report for the year ended 31st March 2020 in terms of SEBI Circular bearing reference CIR/CFD/CMD1/ 27/2019 dated 8th February 2019. ||The Company will take necessary steps to comply with the same. |
|h) BSE has given notice to the Company that the Company's scrips have been shifted to "Z / ZP / ZY" group with effect from 28th May 2019 due to non-compliance with Regulation 27 (2) of SEBI (LODR) Regulations 2015. ||The Company is taking requisite action to resolve all the non-compliances with stock exchange and ensure the script is shifted back to normal trading terminal. |
|i) The Annual General Meeting for the year ended 31st March 2020 has not been held within the time prescribed under the Companies Act 2013. ||Due to Covid-19 Company was unable to finalize the Financial results due to which there was delay in conveying Annual General Meeting which was held on 5th may 2021. |
| ||The Company assures that the AGM will be held within due date in future. |
|j) The Company has yet not filed Form MGT-7 for the financial year ended 31st March 2020. ||The Company is in the process of filing Form MGT-7 and will comply the same in due course. |
|k) The Company exceeded maximum gap of 180 days between two Board Meetings. ||The Directors of the company were tested positive with covid-19 and hence could not hold board meeting within due date. The Company will take necessary steps to avoid the delay in future. |
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
a) Issue of equity shares with differential rights as to dividend voting or otherwise.
b) Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
c) Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
d) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
e) During the year under review there were no cases filed or reported pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
The Directors wish to take this opportunity to express their sincere thanks to theCompany's Bankers for their valuable support and the Shareholders for their unflinchingconfidence in the Company.
A detailed report on Corporate Governance forms part of this Annual Report. TheAuditors' Certificate on compliance with Corporate Governance requirements by the Companyis attached to the Report on Corporate Governance.
|For and on behalf of the Board of Directors |
|Sd/- ||Sd/- |
|SUNNY GANDHI ||SHRUTI GANDHI |
|Wholetime Director ||Director |
|DIN No. 00695322 ||DIN No.06947535 |
Dated: 4th September 2021