Your Directors have pleasure in presenting the 30th Annual Report and Audited Statementof Accounts of your Company for the year ended 31st March 2020.
The salient features of the Company's working for the year under review are as under: (in Lacs)
|Particulars ||Standalone ||Consolidated |
| ||Year Ended 31.03.2020 ||Year Ended 31.03.2019 ||Year Ended 31.03.2020 |
|Sales and Other Income ||21265770 ||30282400 ||21265770 |
|Profit /(Loss) before Interest and Depreciation ||5393587 ||5657009 ||(8110007) |
|Less Interest & Finance Expenses ||6977193 ||10928171 ||(6977193) |
|Profit/(Loss) before Depreciation ||(1583606) ||(5271162) ||(15087200) |
|Less: Depreciation ||329408 ||338532 ||329408 |
|Profit/(Loss) Before Taxation ||(1913014) ||(5609694) ||(15416608) |
|Less: Provision for Taxation (Net) ||NIL ||NIL ||NIL |
|Less/Add: Deferred Tax ||319889 ||138519 ||319889 |
|Profit/(Loss) for the year ||(2449392) ||(5895465) ||(15736497) |
|Less: Tax Adjustment relating to prior years ||216489 ||424281 ||216489 |
|Add: Surplus brought forward from Previous year ||(27842503) ||(21947047) ||(15763617) |
|Balance Carried to Balance Sheet ||(30291895) ||(27842503) ||(31716602) |
Your Company has recorded a turnover of 77.60 lacs during the year under review asopposed to 192.81 lacs 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. 31March 2020 and the date of the Directors' Report.
In accordance with the Companies Act 2013 and the Articles of Association of yourCompany Mrs. Shruti Sunny Gandhi retires by rotation and is eligible for re-appointment.
Brief profiles of the Directors seeking re-appointment are annexed to the Notice.
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 Seven 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) 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. 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.
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.
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.
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 the appointment of M/s. Govind Prasad and CoChartered Accountants having Firm Registration No 114360W with Institute of CompanySecretaries of the Company (ICAI) as the Statutory Auditor of the Company for the periodof 5years till the conclusion of 35th AGM of the Company.
The Auditors' Report to the shareholders does not contain any reservationqualification or adverse remark.
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 Mrs. Grishma Khandwala 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 2011-2012 and 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 transferred Unclaimed Dividend for the financial year 2010 - 2011 to the Investor Education & Protection Fund (IEPF) during the year 2019 - 2020 which transfer was on a delayed basis. ||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. This was a late appointment and hence the Company was late in nominating a qualified Company Secretary as Compliance Officer in terms of SEBI (LODR) Regulations 2015. ||The Company did not find suitable candidate so there was delay in the Appointment of the Company Secretary however Company complied and appointed whole time company secretary w.e.f 7th May 2019 |
|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 with regard to various policies which are pending. |
|f) The Company has not complied with certain Regulations of SEBI (LODR) Regulations 2015 as regards publication of Notice of Board Meeting. ||The Company will take necessary steps to comply with the same. |
|g) The Company has not submitted quarterly compliance report on corporate governance as required under Regulation 27(2) of SEBI (LODR) Regulations 2015. ||The Company will take necessary steps to comply with the same. |
|h) The Company has not submitted the Annual Secretarial Compliance Report for the year ended 31st March 2019 in terms of SEBI Circular bearing reference CIR/CFD/CMD1/27/2019 dated 8th February 2019. ||The Company was unaware of the Compliance However Company will ensure to comply the same in future. |
|i) 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 will take necessary steps to comply with the same. |
|j) The Annual General Meeting for the year ended 31st March 2020 has not been held within the time prescribed under the Act and the general extension granted by the Registrar of Companies Mumbai vide Order dated 8th September 2020. The Company has not made an application to the Registrar of Companies for extension of time for holding the Annual General Meeting after 31st December 2020. ||Due to Covid-19 Company was unable to finalize the Financial results due to which there was delay in conveying Annual General Meeting However Company assures to comply the same in future. |
Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure III.
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.
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
| ||SUNNY GANDHI ||SHRUTI GANDHI |
|Place : Mumbai ||Wholetime Director ||Director |
|Dated : 8th April 2021. ||DIN No.00695322 ||DIN No.06947535 |