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Sunraj Diamond Exports Ltd.

BSE: 523425 Sector: Consumer
NSE: N.A. ISIN Code: INE459D01014
BSE 00:00 | 04 May Sunraj Diamond Exports Ltd
NSE 05:30 | 01 Jan Sunraj Diamond Exports Ltd
OPEN 5.32
PREVIOUS CLOSE 5.32
VOLUME 1
52-Week high 7.25
52-Week low 5.32
P/E
Mkt Cap.(Rs cr) 3
Buy Price 7.22
Buy Qty 60.00
Sell Price 5.32
Sell Qty 898.00
OPEN 5.32
CLOSE 5.32
VOLUME 1
52-Week high 7.25
52-Week low 5.32
P/E
Mkt Cap.(Rs cr) 3
Buy Price 7.22
Buy Qty 60.00
Sell Price 5.32
Sell Qty 898.00

Sunraj Diamond Exports Ltd. (SUNRAJDIAMOND) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 29th Annual Report and Audited Statement of Accounts of your Company for the year ended 31st March 2019.

FINANCIAL RESULTS:

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

(Rs. in lacs)

ParticularsStandaloneConsolidated
Year Ended 31.03.2019Year Ended 31.03.2018Year Ended 31.03.2019
Sales and other Income30283400875329730283400
Profit /(Loss) before Interest and Depreciation105657009(3744718)(6840727)
Less Interest & Finance Expenses1092817111505583(10928171)
Profit/(Loss) before Depreciation(5271162)(15250301)(17768898)
Less/Add: Depreciation338532(952994)(338532)
Profit/(Loss) Before Taxation(5609694)(16203294)(18107430)
Less: Provision for Taxation (Net)NILNILNIL
Less/Add: Deferred Tax13851975254138519
Profit/(Loss) for the year(5895456)(16128040)(18393192)
Less: Tax Adjustment relating to prior years424281NIL424281
Add: Surplus brought forward from Previous year(21947047)(5819008)2629575
Balance Carried to Balance Sheet(27842504)(21947047)19441757

OPERATIONS:

Your Company has recorded a turnover of 192.81 lacs during the year under review as opposed to 62.56 lacs in the previous year.

DIVIDEND:

With a view to conserving the resources of your Company your Directors have decided not 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 the Company which has occurred between the end of the financial year of the Company i.e. 31 March 2019 and the date of the Directors' report.

DIRECTORATE:

In accordance with the Companies Act 2013 and the Articles of Association of your Company Mr. Sunny Gandhi and Mr. Sunil Gandhi retire by rotation and are eligible for re-appointment.

Mr. Hargovind Shah resigned as Independent Director w.e.f. 3rd May 2019 due to health reasons. The Board places on record its appreciation for the contribution and guidance provided by him during his tenure as Director of the Company.

Brief profiles of the Directors seeking re-appointment are annexed to the Notice.

BOARD EVALUATION:

The Board has carried out an annual performance evaluation of the Directors individually including Independent Directors Board as a whole and of its various committees on parameters such as skills knowledge participation in meetings contribution towards Corporate Governance practices compliance with code of ethics etc.

Independent Directors have carried out performance evaluation of non-independent Directors Chairman of the Board and Board as a whole with respect to knowledge to perform the role time and level of participation performance of duties and level of oversight and professional conduct and independence.

The Directors expressed their satisfaction with the evaluation process.

MEETINGS:

During the year Four Board Meetings were convened and held. The details thereof are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

KEY MANAGERIAL PERSONNEL:

Mr. Anshul Garg was appointed as Company Secretary of the Company with effect from 7th May 2019.

Mr. Nirav Shah Chief Financial Officer resigned w.e.f. 31st May 2019 and Mr. Prabodhchandra Joshi was appointed as Chief Financial Officer w.e.f. 1st June 2019 Pursuant to the provisions of Section 203 of the Companies Act 2013 Mr. Sunny Gandhi Executive Director Mr. Prabodhchandra Joshi Chief Financial Officer and Mr. Anshul Garg Company Secretary are the Key Managerial Personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

Necessary declarations have been obtained from all the Independent Directors under Section 149 (6) of the Companies Act 2013 and Regulations 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES:

Your Company has a wholly owned foreign subsidiary Company in Dubai at the Dubai Multi Commodities 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 Financial statements of the Company's Subsidiaries (in Form AOC-1) is forming part of the Consolidated Financial Statement.

Pursuant to Section 136 of the Companies Act 2013 the Company is exempted from attaching to its Annual Report the Annual Report of the Subsidiary Company viz. SUNRAJ DIAMONDS DMCC. The financial statement of the subsidiary Company is kept open for inspection by the shareholders at the Registered Office of the Company. The Company shall provide the copy of the financial statement of its subsidiary company to the shareholders upon their request free of cost.

RELATED PARTY TRANSACTIONS:

There are no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence enclosing of 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 of the Companies Act 2013 during the year under review and hence the said provision is not applicable.

Business Risk Management

The Company manages and monitors principal risks and uncertainties that can impact ability of the Company to achieve its targets / objectives. Timely reports are placed before the board for considering various risks involved in the Company business / operations. The Board evaluates these reports and necessary / corrective actions are then implemented.

A brief report on risk evaluation and management is provided under Management's Discussion and Analysis Report forming part of this Annual Report.

Internal Financial Controls

The Company has in place adequate systems and procedures for implementation of internal financial control across the organization which enables the Company to ensure that these controls are operating effectively.

Conservation of Energy Technology Absorption and Foreign Exchange Earning and Ou>tgo

The Company does not own any manufacturing facility and hence the particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Accounts) Rules 2014 are not applicable. Particulars with regards to foreign exchange expenditure and earning are given in Note Nos. 30 of the notes to the accounts.

Corporate Social Responsibility (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

Directors' Responsibility Statement

The Directors would like to assure the Members that the financial statements for the year under review conform in their entirety to the requirements of the Companies Act 2013. The Directors confirm that :

a) the Annual Accounts have been prepared in conformity with the applicable Accounting Standards;

b) the Accounting Policies selected and applied on a consistent basis give a true and fair 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 maintained for safeguarding the assets of the Company; and for prevention and detection of fraud and other 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 operating effectively;

f) the systems devised to ensure compliance with the provisions of all applicable laws were adequate and operating effectively.

Share Registrar & Transfer Agent

The Company's Registrar & Transfer Agents for shares is Adroit Corporate Services Pvt. Ltd (ACSPL). ACSPL is a SEBI registered Registrar & Transfer Agent. The contact details of ACSPL are mentioned in the Report on Corporate Governance. Investors are requested to address their queries if any to ACSPL; however in case of difficulties as always they are welcome to contact the Company's Compliance Officer the contact particulars 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 the meaning of Section 73 to 76 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014.

Particulars of Employees

The Company does not have any employee covered under the provisions of Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and therefore 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 Annexure I 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 of fraud and mis-management if any and conducting business with integrity including in accordance with all applicable laws and regulations.

Auditors

M/s. Shah Khakhi & Associates Chartered Accountants tendered their resignation as Statutory Auditors of the Company.

The Board of Directors appointed M/s. Anoop Agarwal & Company Chartered Accountants (FRN No. 001739C) as Statutory Auditors at the Board Meeting held on 13th August 2019 to fill the Casual Vacancy.

The appointment of M/s. Anoop Agarwal & Company Chartered Accountants for the year 2019 -2020 is to be confirmed by the Members at the ensuing Annual General Meeting.

Further the Members are requested to appoint M/s. Anoop Agarwal & Company Chartered Accountants as Statutory Auditors of the Company for a period of 5 years from the conclusion of the ensuing Annual General Meeting till the conclusion of the 34th Annual General Meeting and to fix their remuneration.

The said Auditors have confirmed their eligibility for appointment in terms of Section 139 of the Companies Act 2013.

Your Directors recommend their appointment as Statutory Auditors of the Company.

Auditors' Report

The Auditors' Report to the shareholders does not contain any reservation qualification 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) Rule 2014 the Company has appointed Mrs. Grishma Khandwala Company Secretary in practice to undertake the Secretarial 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 AuditorExplanations by the Board
a) The Company has not transferred unclaimedThe Company will take necessary steps to comply with the transfer of Unclaimed dividend to IEPF.
Dividend for the financial year 2010-2011 to the 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 Shares 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 update website with regard to various policies which are pending
c) Updating of Website with regards to various policies is pending.The Company will take necessary steps to comply with the same.
d) The Company has not complied with certain Regulations of SEBI (LODR) Regulations 2015 as regards publication of Notice of Board Meeting.

Extract of Annual Return

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

General

Your Directors state that no disclosure or reporting is required in respect of the following 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 any scheme.

c) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

d) No significant or material orders were passed by the Regulators or Courts or Tribunals 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 the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

Acknowledgement

The Directors wish to take this opportunity to express their sincere thanks to the Company's Bankers for their valuable support and the Shareholders for their unflinching confidence in the Company.

Corporate Governance:

A detailed report on Corporate Governance forms part of this Annual Report. The Auditors' Certificate on compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

For and on behalf of the Board of Directors
SUNNY GANDHISUNIL GANDHI
Place : MumbaiExecutive DirectorDirector
Dated : 13th August 2019DIN No. 00695322DIN No. 00322196