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Sunraj Diamond Exports Ltd.

BSE: 523425 Sector: Consumer
NSE: N.A. ISIN Code: INE459D01014
BSE 00:00 | 01 Feb Sunraj Diamond Exports Ltd
NSE 05:30 | 01 Jan Sunraj Diamond Exports Ltd
OPEN 7.33
PREVIOUS CLOSE 7.33
VOLUME 15
52-Week high 7.33
52-Week low 4.69
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 7.32
Sell Qty 100.00
OPEN 7.33
CLOSE 7.33
VOLUME 15
52-Week high 7.33
52-Week low 4.69
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 7.32
Sell Qty 100.00

Sunraj Diamond Exports Ltd. (SUNRAJDIAMOND) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting 28th Annual Report and the Audited Statementof Accounts of your Company for the year ended 31st March 2018.

FINANCIAL RESULTS:

The salient features of the Company's working for the year under review are as under:(Amount in)

Particulars

Standalone

Consolidated
Year Ended 31.03.2018 Year Ended 31.03.2017 Year Ended 31.03.2018
Sales and other Income 8753297 2308758 8753297
Profit /(Loss) before Interest and Depreciation (3744718) (11106609) (4349512)
Less Interest & Finance Expenses (11505583) (11294218) (11505583)
Profit/(Loss) before Depreciation (15250301) (22400827) (15934442)
Less/Add: Depreciation (952994) (946560) (952994)
Profit/(Loss) Before Taxation (16203294) (23347387) (16887436)
Less: Provision for Taxation (Net) NIL NIL NIL
Less/Add: Deferred Tax 75254 65080 75254
Profit/(Loss) for the year (16128040) (23282307) (16812182)
Less: Tax Adjustment relating to prior years NIL NIL NIL
Add: Surplus brought forward from Previous year (5819008) 17463299 19441757
Balance Carried to Balance Sheet (21947047) (5819008) 2629575

OPERATIONS:

Your Company has recorded a turnover of 62.56 lacs during the year under review asopposed to 57.89 lacs in the previous year. The Company has been conservative in itsoutlook and therefore has restricted turnover in order to minimize the risk of defaults.

DIVIDEND:

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. 31March 2018 and the date of the Directors' Report.

DIRECTORATE:

Mr. Pravin Dahyabhai Shah was appointed as an Additional and Independent Director witheffect from 14th December 2017.

In accordance with the Act and the Articles of Association of your Company Mr. NiravShah retires by rotation and is eligible for re-appointment.

Mr. Jimit Balmukand Shah resigned as Independent Director w.e.f. 14th December 2017due to his other professional commitments. The Board places on record its appreciation forthe contribution and guidance provided by him during his tenure as Director of theCompany.

Brief profiles of the Director seeking appointment/re-appointment as Directors of theCompany are annexed to the Notice.

BOARD EVALUATION:

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.

MEETINGS:

During the year Five 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 and Mr. Nirav Shah Wholetime Director and Chief Financial Officercontinue to be 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) is forming part of theConsolidated Financial Statement.

Pursuant to Section 136 of the Companies Act 2013 the Company is exempted fromattaching to its Annual Report the Annual Report of the Subsidiary Company viz. SUNRAJDIAMONDS DMCC The financial statement of the subsidiary Company is kept open forinspection by the shareholders at the Registered Office of the Company. The Company shallprovide the copy of the financial statement of its subsidiary company to the shareholdersupon their request free of cost.

RELATED PARTY TRANSACTIONS:

There are no materially significant transactions with the related parties during thefinancial year which were in conflict with the interest of the Company and hence enclosingof form AOC 2 is not required. Suitable disclosure as required by the Accounting Standard(AS-18) has been made in the notes to the Financial Statements.

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 placed beforethe board for considering various risks involved in the Company business/operations. TheBoard evaluates these reports and necessary / corrective actions are then implemented.

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. 3 (O) 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.

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 appliedon a consistent basis give a true and fair view of the affairs of the Company and of theprofit for the financial year; c) sufficient care has been taken that adequate accountingrecords have been maintained for safeguarding the assets of the Company; and forprevention and detection of fraud and other irregularities; d) the Annual Accounts havebeen prepared on a going concern basis; e) the internal financial controls laid down inthe Company were adequate and operating effectively; f) the systems devised to ensurecompliance with the provisions of all applicable laws were adequate and operatingeffectively.

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.

Fixed Deposit

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) Rules 2014.

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 AnnexureI and forms a part of this Report of the Directors.

Vigil Mechanism

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.

Auditors

At the 27th Annual General Meeting held on 21st September 2018 the Members approvedappointment of M/s. Shah Khakhi & Associates Chartered Accountants (Firm RegistrationNo.0126506W) to hold office from the conclusion of the 27th Annual General Meeting untilthe conclusion of the 31st Annual General Meeting (subject to ratification of theappointment by the Members at every Annual General Meeting held after the 27th AnnualGeneral Meeting) on such remuneration as may be fixed by the Board apart fromreimbursement of out of pocket expenses as may be incurred by them for the purpose ofaudit.

On May 7 2018 Section 40 of the Companies Amendment Act 2017 (amending Section 139of the Companies Act 2013) has been notified whereby ratification of Statutory Auditor'sappointment is not required at every Annual General Meeting. Accordingly resolution forratification of appointment of Statutory Auditors is not proposed.

Auditors' Report

The Auditors' Report to the shareholders does not contain any reservationqualification or adverse remark.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mrs. Grishma Khandwala Practicing Company Secretary (C.P. No. 1500) toundertake the Secretarial Audit of the Company. The Secretarial Audit report for thefinancial year ended 31st March 2018 is annexed herewith as ‘Annexure - II' to thisReport. The Secretarial Audit Report does not contain any reservation qualification oradverse remark.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure III.

General

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 under anyscheme. c) Neither the Managing Director nor the Whole-time Directors of the Companyreceive any remuneration or commission from any of its subsidiaries. d) No significant ormaterial orders were passed by the Regulators or Courts or Tribunals which impact thegoing concern status and Company's operations in future. e) During the year under reviewthere were no cases filed or reported pursuant to the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

Acknowledgement

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.

Corporate Governance:

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
SUNNY GANDHI NIRAV SHAH
Executive Director Executive Director
DIN No. 00695322 DIN No. 02033505

 

Place : Mumbai
Dated : 14th August 2018