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Directors Report of Alka Diamond Industries Ltd.

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting their 26th ANNUAL REPORT along with the audited annual accounts for the year ended on 31st MARCH, 2015, AND REPORT THAT: -

1. FINANCIAL RESULTS

A summary of your Company's Financial Performance for the Financial Year ended 31st March 2015 is given below: -

PARTICULARS 2014-2015 2013-2014

Sales & Other Income 8,77,507 (31,52,709)

Profit/(Loss) Before Tax (PBT) (14,531) (40,86,964)

Profit/(Profit) After Tax (PAT) (14,531) (40,86,964)

Less :- Prior year tax adjustments NIL (5,34,630)

Deferred Tax (252) (401)

Add :- Balance b/f from the previous year (17,46,089) (28,75,103)

Balance available for Appropriation (17,60,368) (17,46,089)

Less :- Transferred to General Reserve NIL NIL

Proposed Dividend NIL NIL

Balance Carried to Balance Sheet (17,60,368) (17,46,089)

2. SECRETARIAL AUDITOR

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. Abhishek Lakhotia & Co., Company Secretary in practice to undertake the Secretarial Audit of the Company for FY 2014-15. The Secretarial Audit report is annexed herewith as "Annexure B". The Board of Directors has re-appointed M/s. Abhishek Lakhotia & Co, Company Secretary in Practice to conduct Secretarial Audit for FY 2015- 16 at its meeting held on 30th September 2015.

3. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT-9 as required under Section 92 of the Companies Act, 2013 (herein after referred to as "the Act") form an integral part of this Report. ANNEXURE - B

4. NUMBER OF MEEINGS OF THE BOARD

During Financial Year 2014-15 Five Board Meetings were held by the Company on 28th April.,2014, 29th July.,2014, 21st Oct.,2014, 21st Jan.,2015 and 31st March.,2015. The intervening gap between the meetings was prescribed under the Companies Act.2013 and clause 49 of the Listing Agreement entered with the BSE. The number of Committee Meeting held during the Financial Year 2014-15 forms part of the Corporate Governance Report.

5. DIRECTOR'S RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(5) of the Act.

(a) That in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgments have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2015 and of the profit or loss of the Company for the Financial Year ended on that date;

(c ) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and their irregularities;

(d) That the annual Financial Statements have been prepared on a going concern basis;

(e) That proper internal financial controls were in place and that the financial controls Were adequate and were operating effectively;

(f) That systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

6. DIRECTORS:

In accordance with the provisions of Section 152 of the Act, and that of Articles of Association of the Company, Shri Gopal Manekchand Veram (DIN: 01687709), Director of the Company retires by rotation at this AGM of the Company and being eligible, offers himself for reappointment. In accordance with the provision of the Act, the Articles of Association of the Company, and as per the Clause 49 of the listing agreement entered with Stock Exchange, the Board of Directors in their meeting held on 29th May, 2015 appointed Mrs Kiran Lata Ashok Verma (DIN: 05199911) as Additional Director (Woman Director) up to the ensuing AGM. The Company has received notice in writing from her signifying own candidature for appointment as Non-Executive Director of the Company. The Board recommends her appointment at the ensuing AGM. The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the BSE.

7. AUDITORS AND AUDITORS REPORT.

M/s. K.K. Jhunjhunwala & Co., Chartered Accountants (Reg. No. 111852W) Auditors of the Company, retire at the conclusion of ensuing AGM and offer themselves for reappointment. The Company has received letter from K.K. Jhunjhunwala & Co., Chartered Accountants (Reg. No. 111852W) to the effect of their appointment, if made, would be in prescribed limit under Sections 139 and 142 of the Act. The Audit Committee and Board of Directors recommend reappointment of K.K. Jhunjhunwala & Co., Chartered Accountants (Reg. No. 111852W) as Auditors of the Company to hold office conclusion of the ensuing AGM till the conclusion of next AGM and to fix their remuneration. The Notes on Accounts referred to in the Auditors' Report are self- explanatory and do not call for any further comments.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186.

There are no loans, Guarantees and Investments made under the provisions of Section 186 of the Companies Act, 2013 during the year. Details of Loan, Guarantees and Investments covered under the provisions of the Act are given in the notes to the Financial Statements.

9. RELATED PARTY TRANSACTIONS:

There are no contracts or arrangements with related parties referred to section 188(1) of the companies Act, 2013.

10. DEPOSITS:

Your Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 and the Rule made thereunder and therefore no amount of principal or interest was outstanding as on the date of Balance Sheet.

11. FINANCIAL HIGHLIGHTS AND COMPANY AFFAIRS:

Your Company has earned total revenue of Rs.8.78 lakhs in Financial Year 2014-15 as compared to loss Rs.31.53 lakhs in Financial Year 2013-14. The profit/(Loss) after tax in Financial Year 2014-15 is Rs.(0.14) lacs as compared to loss Rs.46.21 lakhs in Financial Year 2013-14.

12. DIVIDEND

Due to non-availability of sufficient funds, your directors express their inability to recommend any dividend for the year under review.

13. RISK MANAGEMENT

As per the Act, and as part of good corporate governance the Company has constituted the Risk Management Committee. The Committee is required to lay down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board shall be responsible for framing, implementing and monitoring the risk management plan and policy for the Company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

The Committee reviewed the risk trend, exposure and potential impact analysis carried out by the management. It was specifically confirmed to the Committee by the MD & CEO and the CFO that the mitigation plans are finalised and up to date, owners are identified and the progress of mitigation actions are monitored.

14. SHARE CAPITAL

The Issued, Subscribed and Paid-Up Equity Share Capital as on 31st March, 2015 was Rs.48,609,000. During the year under review, the Company has not issued shares with differential voting rights nor granted any stocks options or sweat equity. As on 31st March, 2015 none of the Directors of the Company holds instrument convertible into equity shares of the Company.

15. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement entered with the BSE, a separate Report on Corporate Governance practices followed by the Company, together with a Certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

Further, as per Clause 49 of the Listing Agreement entered with the BSE, CEO/CFO Certification confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee forms an integral part of this Report.

16. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

As per Clause 49 of the Listing Agreement entered with the BSE, a separate Report on Management's Discussion and Analysis forms an integral part of this Report.

17. PARTICULARS OF EMPLOYEES

The information required pursuant to section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are not applicable to the Company, as the Company has not employed any employees whose salary exceeds the prescribed limits.

18. SEXUAL HARASSMENT

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the requirement of formation of a suitable committee as required under the said act.

19. PARTICULARS REQUIRED UNDER THE LISTING AGREEMENT LISTING

The Equity Shares of the Company are at present listed with the following Stock Exchanges:-

The Ahmedabad Stock : Manek Chowk, Ahmedabad - 380 001 Exchange

Jaipur Stock Exchange Ltd : Malviya Nagar, Jaipur - 302 017

The Mumbai Stock Exchange : Phiroze Jeejeebhoy Towers, Dalal St., Mumbai

20. PAYMENT OF LISTING FEES

The Company has paid listing fee to the Mumbai Stock Exchange and has not paid listing fee to the Jaipur and Ahmedabad Stock Exchanges.

21. INFORMATION ON ENERGY CONSERVATION AND FOREIGN EXCHANGE

There was no foreign exchange earnings or outgo, during the year under review. Hence, the information as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is to be regarded as Nil.

The Company has not entered into any technology transfer agreement

22. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and acknowledgement with gratitude's for the support and assistance to the Company's Bankers, Shareholders and Customers Your Directors place on record their deep sense of appreciation for the devoted services of the executives and staff at all levels of the Company, to the growth & success of the Company.

BY ORDER OF THE BOARD For ALKA DIAMOND INDUSTRIES LIMITED PLACE: - MUMBAI. DATE : - 03.09.2015 GOPAL M. VERMA CHAIRMAN & MANAGING DIRECTOR DIN: 01687709


Mar 31, 2014

The Shareholders,

The Directors have pleasure in presenting their 25th ANNUAL REPORT along with the audited annual accounts for the year ended on 31st MARCH, 2014, AND REPORT THAT: -

FINANCIAL RESULTS

A summary of your Company''s Financial Performance is given below: -

(Figures in Lakhs)

PARTICULARS 2013-2014 2012-2013

Sales & Other Income (31,52,709) 19,43,95,775

Profit / (Loss) Before Tax (PBT) (40,86,964) 26,53,420

Provision for Income Tax Nil 8,25,000

Less :-Prior year tax adjustments (5,34,630) (67,442)

Deferred Tax (401) (646)

Profit / (Loss) After Tax (PAT) (46,21,193) 18,96,508

Add :- Balance b/f from the previous year 28,75,103 9,78,595

Balance available for Appropriation (17,46,089) 28,75,103

Less :- Transferred to General Reserve Nil NIL

Proposed Dividend Nil NIL

Balance Carried to Balance Sheet (17,46,089) 28,75,103

DIVIDEND

Due to non-availability of sufficient funds, your directors express their inability to recommend any dividend for the year under review.

AUDITORS

M/s. K. K. Jhunjhunwala & Co., Chartered Accountants, Firm Reg. No. 111852W Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a Certificate from the Auditors that they are qualified under Section 224(1B) of the Companies Act, 1956, if re-appointed, to act as the Auditors of the Company. Members are requested to consider their re-appointment at a remuneration to be decided by the Board of Directors.

AUDITOR''S REPORT

Observations made in the Auditor''s Report are self explanatory and therefore do not call for any further comments under section 217(3) of the Companies Act, 1956.

Regarding revaluation of export receivables at the exchange rate prevailing during the year, the company felt that it would be inappropriate to even notionally accord lower value to the receivables and have decided that the effect of prevailing exchange rate should be given as and when realizations / transactions are completed.

BOARD OF DIRECTORS

As per the Provisions of the Companies Act, 1956 and in terms of the Articles of Association of the Company Shri Nilesh Parma Directors of the Company retires by rotation and being eligible, offers himself for re-appointment.

CORPORATE GOVERNANCE

Your Company has always followed the philosophy of conducting its business with due compliance of laws, rules, regulations and sound internal control systems and procedures.

As per the current Stock Exchange stipulations, the guidelines for Corporate Governance have become applicable to your Company from the Financial Year 2002-03. A report thereon is separately annexed to this Annual Report.

As required under Section 217(2AA) which was introduced by the Companies

(Amendment) Act, 2000 your Director''s confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014 and of the profit of the Company for the year ended 31st March, 2014.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits within the meaning of section 58A

from the public under the Companies Act, 1956, and the rules made there under.

PARTICULARS OF EMPLOYEES

The information required u/s. 217(2A) of the Companies Act, 1956, with the Companies

(Particulars of Employees) Rules, 1975 are not applicable to the Company, as the

Company has not employed any employees whose salary exceeds the prescribed limits.

PARTICULARS REQUIRED UNDER THE LISTING AGREEMENT LISTING

The Equity Shares of the Company are at present listed with the following Stock Exchanges:-

The Ahmedabad Stock Exchange : Manek Chowk, Ahmedabad - 380 001

Jaipur Stock Exchange Ltd : Malviya Nagar, Jaipur - 302 017

The Mumbai Stock Exchange : Phiroze Jeejeebhoy Towers, Dalal St.Mumbai

PAYMENT OF LISTING FEES

The Company is regular in paying listing fee to the Mumbai Stock Exchange, which is Regional Stock Exchange and has not paid listing fee to the Ahmedabad and Jaipur Stock Exchanges.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information pursuant to section 217(l)(a) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given as below :-

1. During the whole of the financial year the manufacturing activities were suspended hence there was no energy consumption. However, the Company is getting the manufacturing done from outside party on job work basis as and when it is required to do so.

2. No technology has been availed during the year.

3. The total exports for the year 2013-2014 amounting to Rs.Nil

Total Foreign Exchange Earned : - US$ Nil

Total Foreign Exchange outgo were : - US$ Nil

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and acknowledgement with gratitude''s for the support and assistance to the Company''s Bankers, Shareholders and Customers. Your Directors place on record their deep sense of appreciation for the devoted services of the executives and staff at all levels of the Company.

BY ORDER OF THE BOARD For Alka DIAMOND INDUSTRIES LTD PLACE: - MUMBAI. DATE : - 03-09-2014

Sd/- CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2013

To The Shareholders,

The Directors have pleasure in presenting their 24th ANNUAL REPORT along with the audited annual accounts for the year ended on 31st MARCH, 2013, AND REPORT THAT: -

FINANCIAL RESULTS

A summary of your Company''s Financial Performance is given below: -

(Figures in Lakhs)

PARTICULARS 2012-2013 2011-2012

Sales & Other Income 19,43,95,775 2,77,18,353

Profit Before Tax (PBT) 26,53,420 21,90,596

Provision for Income Tax 8,25,000 6,80,000

Less :- Prior year tax adjustments (67,442) 99,100

Deferred Tax (646) (1,018)

Profit After Tax (PAT) 18,96,508 14,12,514

Add :- Balance b/f from the previous year 9,78,595 (4,33,919)

Balance available for Appropriation 28,75,103 9,78,595

Less :- Transferred to General Reserve NIL NIL

Proposed Dividend NIL NIL

Balance Carried to Balance Sheet 28,75,103 9,78,595

DIVIDEND

Due to non-availability of sufficient funds, your directors express their inability to recommend any dividend for the year under review.

AUDITORS

M/s. K. K. Jhunjhunwala & Co., Chartered Accountants, Firm Reg. No. 111852W Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a Certificate from the Auditors that they are qualified under Section 224(1B) of the

Companies Act, 1956, if re-appointed, to act as the Auditors of the Company. Members are requested to consider their re-appointment at a remuneration to be decided by the Board of Directors.

AUDITOR''S REPORT

Observations made in the Auditor''s Report are self explanatory and therefore do not call for any further comments under section 217(3) of the Companies Act, 1956.

Regarding revaluation of export receivables at the exchange rate prevailing during the year, the company felt that it would be inappropriate to even notionally accord lower value to the receivables and have decided that the effect of prevailing exchange rate should be given as and when realizations / transactions are completed.

BOARD OF DIRECTORS

As per the Provisions of the Companies Act, 1956 and in terms of the Articles of Association of the Company Shri Pankaj Kumar Jain, Directors of the Company retires by rotation and being eligible, offers himself for re-appointment.

CORPORATE GOVERNANCE

Your Company has always followed the philosophy of conducting its business with due compliance of laws, rules, regulations and sound internal control systems and procedures.

As per the current Stock Exchange stipulations, the guidelines for Corporate Governance have become applicable to your Company from the Financial Year 2002-03. A report thereon is separately annexed to this Annual Report.

DIRECTOR''S RESPONSIBILITY STATEMENT

As required under Section 217(2AA) which was introduced by the Companies (Amendment) Act, 2000 your Director''s confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2013 and of the profit of the Company for the year ended 31st March, 2013.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits within the meaning of section 58A from the public under the Companies Act, 1956, and the rules made there under.

PARTICULARS OF EMPLOYEES

The information required u/s. 217(2A) of the Companies Act, 1956, with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company, as the Company has not employed any employees whose salary exceeds the prescribed limits.

PARTICULARS REQUIRED UNDER THE LISTING AGREEMENT

LISTING

The Equity Shares of the Company are at present listed with the following Stock Exchanges:-

The Ahmedabad Stock Exchange : Manek Chowk, Ahmedabad - 380 001

Jaipur Stock Exchange Ltd : Malviya Nagar, Jaipur - 302 017

The Mumbai Stock Exchange : Phiroze Jeejeebhoy Towers, Dalal St., Mumbai

PAYMENT OF LISTING FEES

The Company is regular in paying listing fee to the Mumbai Stock Exchange, which is Regional Stock Exchange and has not paid listing fee to the Ahmedabad and Jaipur Stock Exchanges.

1. During the whole of the financial year the manufacturing activities were suspended hence there was no energy consumption. However, the Company is getting the manufacturing done from outside party on job work basis as and when it is required to do so.

2. No technology has been availed during the year.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and acknowledgement with gratitude''s for the support and assistance to the Company''s Bankers, Shareholders and Customers. Your Directors place on record their deep sense of appreciation for the devoted services of the executives and staff at all levels of the Company.

BY ORDER OF THE BOARD

For Alka DIAMOND INDUSTRIES LTD

PLACE: - MUMBAI.

DATE : - 03-09-2013

Sd/-

CHAIRMAN & MANAGING

DIRECTOR

 
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