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Directors Report of Rajnish Retail Ltd.

Mar 31, 2023

DIRECTORS'' REPORT

To,

The Members,

Your Directors presents their 29th Annual Report on the business and operations of the Company
and the accounts for the Financial Year ended March 31, 2023.

1. STATE OF COMPANY''S AFFAIRS:

Your Company is in the business of Trading of Diamond & Diamond Jewellery in India &
worldwide.

2. FINANCIAL PERFORMANCE:

PARTICULARS

Standalone

As on 31.03.2023

As on 31.03.2022

Total Income earned

3,22,58,505

21,91,34,938

Less: Total Expenditure incurred

(3,55,07,951)

(22,06,56,609)

Profit/(Loss) before Tax

(32,49,445)

(15,21,671)

Add/Less: Provision for Deferred
tax

(2,07,460)

39,664

Profit/(Loss) after Tax

(30,41,985)

(15,61,335)

Add: Previous year''s profit
brought forward

(1,59,23,724)

(1,43,62,389)

Balance profit carried forward

(1,89,65,709)

(1,59,23,724)

During the year under review, the Company has made an operating loss before tax of rupees
(32,49,445)(Thirty-Two lakhs Forty nine thousand four hundred forty five rupees) against previous
year an operating loss before tax of rupees (15,21,671) (Fifteen lakhs twenty-one thousand six
hundred and seventy one rupees only).

3. DIVIDEND AND BOOK CLOSURE

Your director has assessed the ongoing financial condition of company or keeping the
growth prospect of the business, board has decided not to recommend any dividend for
period under review and internal accrual will be part of retained earnings.

The register of members and share transfer books will remain close from Friday 3rd
November, 2023 to Thursday 9th, November, 2023at 5.00 p.m (both days inclusive) for the
29th Annual General Meeting of the Company scheduled to be convened on Thursday,
9th, November, 2023 at 03.00 PM at through video conferencing or other audio-visual
means.

4. FINANCIAL SITUATION
Reserves & Surplus

As at March 31, 2023, Reserves and Surplus amounted to Rs.(1,89,65,709) as compared to
Rs. (1,59,24,000) of previous year. The loss of the Company is Increased Hence Reserve is
Adversely Affected.

Long Term Borrowings

The Company has taken secured Loan of Rs. 2, 69,477 as Long term.

Short Term Borrowings

The Company does not taken any unsecured or Secured Loan as Short term.

Fixed Asset

Net Fixed Assets as at March 31, 2023 have Increased to Rs. 39,96,583 as compared to Rs.
80,46,000 in the previous year.

Investments

Company not made any investment in the current period under review.

SHARES CAPITAL
Authorised Capital

The current Authorised Share Capital of the company is Rs. 12,00,00,000/- (Twelve Crores
Only) divided into 2,40,00,000 (Two Crore Forty Lacs) Equity Shares of Rs. 5/-- (Rupees Five
only).

Equity Shares

The paid-up Equity share capital of the Company as on March 31, 2023 was Rs. 5,00,00,000/-
(Rupees Five Crores) comprising of 100,00,000 (Rupees One Hundred Lacs) equity shares of
Rs. 5/- each.

5. CHANGES IN SHARE CAPITAL

During the year there is no change in share capital of the Company.

However, as on December 09, 2021 Company Reclassified their Authorised Capital from
60,00,000 Equity Share of Rs. 10/- each to 1,20,00,000 Equity Shares Rs. 5/- each.

6. CASH FLOW STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is part of
the financial statements and Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Company does not have any subsidiaries as on 31st March, 2022 and hence not required
to publish Consolidated Financial Statements

7. MEETINGS BOARD OF DIRECTORS

The Board normally meets once in a quarter and additional meetings are held as and when
required. During the year, the Board of Directors met 4 times i.e. on May 28th 2022, August
12th 2022, November 14th 20222, & February 14th 2023. The dates of Board Meetings were
generally decided in advance with adequate notice to all Board Members.

8. CHANE IN MANAGEMENT AND CONTROL

In view of the change in Control & Management of the Company and subsequent to appointments
and resignation of Directors in the Board of the Company, following is the revised Composition of the
Board as on the date of this report who will be regularized in the ensuing annual general meeting:

Sr No.

Name of the
Directors

Designation

DIN

Status

1

Rajnishkumar Singh

Chairman & Additional
Non-Executive Director

07192704

Promoter /
Chairman

2

Apra Sharma

Additional Non-Executive
Independent women

10149103

Independent

Director

3

Lovish Kataria

Additional Non-Executive
Independent Director

06925922

Independent

4

Renu Kaur

Additional Non-Executive
Independent Director

10080402

Independent

5

Vijay Kumar Chopra

Chief Executive officer &
Executive Director

10337012

Executive

During the period under review, pursuant to Section 149(7) of the Companies Act, 2013, the
Company has received declarations from Mr. Pankaj Shah and Mrs. Nita P. Shah Independent
Directors confirming that they meet the criteria of independence as specified in Section 149(6) of
the Act.

Due to Change in management and control of the Company following appointment & resignation of
Directors and Key Managerial Personnel took place:

1. Mr. Jaideep Shrimankar Agarwal has resigned from the post of Company Secretary and
Compliance Officer of Sheetal Diamonds Limited w.e.f., 15th August, 2023 and his place Ms. CS
Jaya Lahoti is appointed on 13th October, 2023 as Company Secretary & Compliance Officer of
the Company.

2. Appointed Mr. Rajnishkumar S Singh [DIN:07192704) as a Chairman & Additional Non¬
Executive Director of the Company

3. Appointed Mr. Lovish Kataria (DIN: 06925922) as Additional Non-Executive Independent
Director of the Company.

4. Appointed Mrs. Apra Sharma (Din: 10149103) as Additional Non-Executive Women
Independent Director of the Company:

5. Appointed Ms. Renu Kaur (DIN: 10080402) as Additional Non-Executive Independent
Director of the Company.

6. Appointed Mr. Vijay Kumar Chopra as Chief Financial Officer and Executive Director of the
Company.

7. Resignation of Mr. Vinod Shah (DIN: 01859634) as Chairman, Managing Director &
Compliance Officer of the Company.

8. Resignation of Mr. Pankaj Vinod Shah (DIN: 03579870) as the Non-Executive Independent
Director of Company

9. Resignation of Mrs. Neeta Pankaj Shah (DIN: 07144690) as A Non-Executive Independent
Director of Company

10. Resignation of Mr. Krunalkumar Mahendrakumar Shah (PAN: AZFPS7406Q) As A Chief
Financial Officer of Company

The declaration as required under Section 149 subsection 7 of Companies Act, 2013 and rules made
there under, has received from all the independent directors who was appointed subsequently, in
the Board meeting conducted on 05th October, 2023 confirming that they meet the criteria of
independence as specified in Section 149(6) of the Act.

9. REGISTERED OFFICE OF THE COMPANY:

The registered office of the Company is shifted within the same City from BW - 2030, Bharat
Diamond Bourse, BKC, Bandra East, Mumbai City- 400051 to 23, Floor-11, 3 Navjeevan Society Dr.
Dadasaheb Bhadkamkar Marg, Mumbai Central Mumbai, 400008 w.e.f. Thursday, October 05th,
2023.

10. ALTERATION OF MAIN OBJECT CLAUSE OF THE MEMORANDUM AND ARTICLES OF
ASSOCIATION:

During the year under review, Due to change in management and control of the Company, Board has
passed Board resolution in the Board meeting held on 05th October, 2023 for Change in Main object
clause of the Memorandum and articles of association which in subject to approval in ensuing
general meeting.

11. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION PURSUANT TO
SECTION 178(3) OF THE COMPANIES ACT, 2013

The Board of Directors of your Company in consultation with Nomination and Remuneration
Committee had formulated and adopted Code for Independent Directors and which contains policy
on director''s appointment and remuneration including criteria for determining qualification,
positive attributes and independence of directors.

Board of Directors of the Company duly consider appointment of the Directors in adherence with the
policy prescribed under the code of independent directors and provisions of section 178(3) of the
Companies Act, 2013.

12. AUDITORS:

M/s. A.T. Jain & Co. Chartered Accountants (FRN: 103886W) were appointed as Statutory
Auditors of the Company for the Financial Year 2018- 2023 till the conclusion of Annual general

meeting to be held in the year 2023. Accordingly, the office of M/s. A.T. Jain & Co. Chartered
Accountants (FRN: 103886W) as Statutory Auditors of the Company expires in this annual
general meeting. Also, M/s. A.T. Jain & Co. Chartered Accountants (FRN: 103886W) have shown
their unwillingness for further appointment as Statutory Auditors of the Company.

Accordingly, the board based on the recommendation of Audit Committee, the Board of Directors
have recommended appointment of M/s C.P. Jaria & Co. (FRN: 104058W) as Statutory Auditors of
the Company, for a period of Five (5) years from the conclusion of the 29th Annual General Meeting
till the conclusion of 34th Annual General Meeting to be held in the year 2028, subject to the
approval of shareholders of the Company in ensuing Annual General Meeting.

13. COMMITTEES OF THE BOARD:

The Company''s Board has the following committees:

(1) Audit Committee.

(2) Shareholders/Investors Grievance Committee (Stakeholders Relationship Committee).

(3) Nomination and remuneration Committee.

(4) Independent Directors Committee

14. AUDIT COMMITTEE

During the year, the Company had an Independent Audit Committee comprising of 2 (Two)
Independent Directors and 1 (one) Managing Director. Mr. Vinod Trikamlal Shah, Mr. Pankaj Vinod
Shah and Mrs. Nita Pankaj Shah, Independent Director of the Company are Members of the
Committee. All the members of the Audit Committee are financially literate. In view of their
professional qualification and experience in finance, all are considered to have financial
management and accounting related expertise. Terms of reference of the Audit committee are
elaborated in the Corporate Governance report which forms the part of this Annual Report.

In view of the change in Control and subsequent to appointments and resignation of Directors in the
Board of the Company, following is the revised Composition of the Audit Committee shall be as
follows:

Sr No.

Names Directors

Designation

DIN

Status

1

Apra Sharma

Additional Non-Executive
Independent women Director

10149103

Chairman

2

Lovish Kataria

Additional Non-Executive
Independent Director

06925922

Independent

3

Renu Kaur

Additional Non-Executive
Independent Director

10080402

Independent

15. EVALUATION OF PERFORMANCE OF BOARD

During the year a held Independent Directors discussed and reviewed the self assessment of

Directors, Board and Committees thereof and also assess the quality, content and timeliness of flow

of information between the Management and the Board in their meeting.

16. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors confirms that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2023, the
applicable accounting standards had been followed along with proper explanation relating to
material departures;

(b) 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 at the end of the financial year and of the profit and loss of
the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating

17. CORPORATE GOVERNANCE:

As the paid-up equity share capital and net worth of the Company are below the limits
specified in Regulation 15 of the Listing Regulations, the Company is not required to furnish
a report on corporate governance and therefore the same does not form part of this Report.

18. LOANS MADE, GUARANTEES GIVEN OR INVESTMENTS IN SECURITIES BY THE
COMPANY.

The Company has not given any Loans, Guarantees or provided security or made
investments to/in any other company during the financial year under review.

19. PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES IN A
PRESCRIBED FORM ALONGWITH THE JUSTIFICATION FOR ENTERING INTO SUCH
CONTRACT OR ARRANGEMENT.

During the year there was no related party transactions of material nature that may have a
potential conflict with interests of the Company, all transactions with related parties were in
the normal course of business. On recommendation of Audit Committee the Board ratifies all
the related party transactions on quarterly basis. The details of the transaction is annexed
herewith as ''
Annexure- I'' in the prescribed form AOC-2.

20. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES
(DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES,
1988.

(1) Conservation of energy: -

• The steps taken or impact on conservation of energy:

N.A.

• The steps taken by the Company for utilizing alternate sources of energy:

N.A.

• The capital investment on energy conservation equipment:

N.A.

(2) Technology absorption:

• The efforts made towards technology absorption:

N.A

• The benefits derived like product improvement, cost reduction product development

or import substitution: N.A

• In case of imported technology (imported during the last three years reckoned from
the beginning of the financial year) -

i) The details of technology imported: N.A

ii) The year of import: N.A

iii) Whether the technology been fully absorbed. N.A.

• If not fully absorbed, areas where absorption has not taken place and the reasons

thereof; and: N.A.

• The expenditure incurred on Research and Development.

N.A.

(3) Foreign exchange earnings and Outgo

• The Foreign Exchange earned in terms of actual inflows during the year

NIL

• the Foreign Exchange outgo during the year in terms of actual outflows

NIL

Since the Company does not own any manufacturing facility or unit, hence disclosures in this regard
not required. The particulars with respect to conservation of energy, technology absorption being
not relevant, have not been given.

21. MATERIAL EVENTS DURING THE YEAR UNDER REVIEW

There were no material changes and commitments has been done my management affecting the
financial position of the Company between the end of the financial year of the company to which the
financial statements relates and the date of the report.

22. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR
There are no material events during the financial year.

However, during the period from the end of the financial year, the Company''s existing promoters
have executed a Share Purchase Agreement (“SPA”) with Mr. Rajnish kumar Singh (Proposed
Promoter/Investor) dated Saturday 20th May, 2023. Mr. Rajnish kumar Singh has also executed a
Share Subscription Agreement (“SSA”) with the Company dated Saturday 20th May, 2023, which
inter alia contains the terms and conditions of the issue and allotment of the Subscription Shares.

Pursuant to the Share Subscription Agreement, the Board has approved preferential Issue of
1,25,00,0000 (One Crore Twenty-Five Lakhs) Equity shares of Rs.5/- (Indian Rupee Five Only) face
value (“Shares”) at an issue price of Rs. 9/- per share (Indian Rupees Nine Only) for a consideration
at cash not exceeding an aggregate amount of Rs. 11,25,00,000/- (Rupees Eleven Crore Twenty-Five
Lakhs Only).

The said preferential issue requires prior approval of shareholders. Accordingly, the company shall
hold Extra-ordinary general meeting of shareholders of the Company on 17th June, 2023 to approve
the said preferential issue. Execution of the definitive agreement (i.e., the “SPA” and “SSA”
(“Definitive Agreement”) has triggered an obligation on the investor to make an open offer to the
equity shareholders of the Company in terms of applicable regulations of SEBI (Substantial
Acquisitions of Shares and Takeovers) Regulations, 2011 (“Open Offer”).

23. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act, 2013 read
with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of
the Company as at March 31, 2022 is uploaded on the website of the Company and can be accessed
at
https://www.sheetaldiamonds.com.

24. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company as it is
suffering losses since last three consecutive years; hence disclosure in this regard is not provided.

25. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES (SECTION 177(10)

The Board of directors of the Company believes in conducting all its affairs in a fair and transparent
manner, by adopting highest standards of professionalism, honesty, integrity and ethical behavior.
The directors are committed to comply with the laws and regulations to which it is subject. For this,
it has put in place systems, policies and procedures to interpret and apply these laws and regulations
in the organizational environment. In consonance with the object of transparency and good
governance, the board of directors of the company formulated and adopted “Whistle Blower Policy
and Vigil Mechanism”

The organization''s internal controls and operating procedures are intended to det ect and prevent
improper activities. In this regard, the Company believes in developing a culture where it is safe for
all the Directors/Employees to raise concerns about any poor or unacceptable practice and any
event of misconduct. These help to strengthen and promote ethical practices and ethical treatment
of all those who work in and with the organization.

The main objective of this Policy is to provide a platform to Directors and Employees to raise
concerns regarding any irregularity, misconduct or unethical matters / dealings within the group
which have a negative bearing on the organization either financially or otherwise.

26. RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES
REMUNERATION (SECTION 197(12)

Details pertaining to remuneration as required under section 197(12) of the Companies act, 2013
read with rule 5(1) of the companies (appointment and Remuneration of managerial personnel)
rules, 2014 are provided in ''
Annexure-II'' to the Board''s Report.

27. MANAGERIAL REMUNERATION AND RELATED DISCLOSURES

Disclosures pertaining to remuneration to directors and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided in the Annual Report.

pertaining the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the board of
directors do hereby declare that:

(i) No any employee throughout the financial year, was in receipt of remuneration for that year
which, in the aggregate, was not less than sixty lakh rupees;

(ii) No any employee for a part of the financial year, was in receipt of remuneration for any part of
that year, at a rate which, in the aggregate, was not less than five lakh rupees per month;

(iii) No any employee throughout the financial year or part thereof, was in receipt of remuneration
in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is
in excess of that drawn by the managing director or whole-time director or manager and holds
by himself or along with his spouse and dependent children, not less than two percent of the
equity shares of the company.

28. SUBSIDIARY COMPANIES

The Company has no subsidiary companies and hence, company no need to make disclosure of
contracts or arrangements or transactions not at arm''s length basis.

29. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual
Report.

30. SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 and rules, amendments made there under, Mr.
Shravan. A. Gupta Practicing Company Secretary was appointed to conduct the secretarial audit of
our company for FY 2022-23. The Secretarial Audit report is given separately under
Annexure III.

31. HUMAN RESOURCES

Company considers its employees as most valuable resource and ensures strategic alignment of
Human Resource practices to business priorities and objectives. The Company has a dedicated team
of employees at various locations across our corporate office and branch offices (including
Subsidiary companies) spread across the country. The Company strives to inculcate the culture
where its employees are motivated and their performance is aligned with values. Company has
achieved this present level of excellence through the commitment and dedication exhibited by its
employees. The focus on improving productivity and adoption of best practices in every area are
being pursued relentlessly. Efforts for active participation, nurturing creativity and innovation and
ensuring a climate of synergy and enthusiasm has been at the core of Human Resource initiatives
and interventions.

32. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

Your Company has adequate internal financial control and adopted Internal Financial Control
Policy in order to maintain confidentiality of price sensitive information and internal financial
control.

33. RISK MANAGEMENT

The Company has mechanisms to inform the Board Members about the risk assessment and
minimization procedures and periodical review to ensure that executive management controls risk
through means of a properly identified framework. Risk management is an ongoing process and the
Audit Committee will periodically review risk mitigation measures. The Board of Directors has not
constituted a Risk Management Committee as is not mandatory to the company vide circular bearing
number CIR/CFD/POLICY CELL/7/2014 issued by SEBI dated September 15, 2014.

The Board of Directors of the Company and the Audit Committee shall periodically review and
evaluate the risk management system of the Company so that the management controls the risks
through properly defined network.

Head of Departments shall be responsible for implementation of the risk management system as
may be applicable to their respective areas of functioning and report to the Board and Audit
Committee.

34. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization programme aims to provide Independent Directors with the Industry scenario,
the socio-economic environment in which the Company operates, the business model, the
operational and financial performance of the Company, significant developments so as to enable
them to take well informed decisions in a timely manner. The familiarization programme also seeks
to update the Directors on the roles, responsibilities, rights and duties under the Act and other
statutes. The policy on Company''s familiarization programme for Independent Directors is posted
on Company''s website at
www.sheetaldiamonds.com.

35. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year there is no Company which have become or ceased to be subsidiaries, joint ventures
or associate company.

36. POLICIES

The Company seeks to Promote Highest levels of ethical standards in the normal business
transaction guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015, mandates formulation of certain policies for Listed Companies. The Policies are
reviewed periodically by the Board and are updated based on the need and compliance as per the
applicable laws and rules and amended from time to time. The policies are available on the website
of the Company at www.sheetaldiamonds.com.

37. OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence particulars are
not furnished, as the same are not applicable.

38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS
IN FUTURE

The Company submitted draft letter offer to SEBI on Thursday, June 01, 2023 for their comments
and approval regarding open offer and the same has received to the Company on Friday, August 11,
2023. Apart from this, there were no significant and material orders passed by the regulators and/or
courts or tribunals during the year.

39. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, and Secretarial Auditor have not reported any
instances of frauds committed in the Company by its Officers or Employees to the Audit Committee
under section 143(12) of the Act, details of which needs to be mentioned in this Report.

40. PUBLIC DEPOSITS

During the period under review, the Company has neither accepted nor invited any Public deposits
and hence the provisions of Section 76 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 are not attracted and the information relating thereto is nil.

41. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is following the applicable Secretarial Standards as prescribed and formulated by ICSI
during the financial year 2022-23
.

42. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, and Secretarial Auditor have not reported any
instances of frauds committed in the Company by its Officers or Employees to the Audit Committee
under section 143(12) of the Act, details of which needs to be mentioned in this Report.

43. POLICY FOR SEXUAL HARRASMENT

The Company has formed the Sexual harassment Committee and no casualty or complaint lodged
against anybody.

44. ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank all investors, clients, vendors, banks, regulatory,
Government authorities and Stock Exchanges for their continued support and cooperation. The
Directors also wish to place on record their appreciation of the contribution made by the business
partners / associates at all levels.

ON BEHALF OF THE BOARD
FOR SHEETAL DIAMONDS LIMITED
SD/-MR. RAJNISHKUMAR SINGHCHAIRMAN & ADDITIONAL NON-EXECUTIVE DIRECTOR

DIN:07192704

PLACE: MUMBAIDATE: 13TH OCTOBER, 2023


Mar 31, 2014

Dear Members,

The Director has pleasure in presenting the 20th Annual Report and the audited statement of accounts for the year ended 31st March, 2014

FINANCIAL RESULTS:

Particulars Year ended Year ended 31.3.2014 31.3.2013 Amount in Rs. Amount in Rs.

Sales & Other Income 28,20,93,714 43,44,67,488

Total Expenditure 28,20,77745 43,79,72,113

Profit / (Loss) before Taxation 15,969 -35,04,625

Provision for Taxation 4,000 35,000

Prior Period Expenses - -

Profit / (Loss) after taxation 11,969 -35,39,625

APPROPRIATIONS:

Interim Dividend - -

Proposed Dividend - -

Balance carried to Balance Sheet 11,969 -35,39,625

DIVIDEND:

In view of strengthening the reserves of the Company, your Directors regret their inability to recommend any dividend during the year under review.

OPERATION:

During the year under review, your company''s sales were Rs. 2820.93 Lacs compared to Rs. 4344,67 Lacs in the previous year.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 (erstwhile - 1956), Mr. Vinod Trikamlal Shah is liable to retire by rotation and being eligible offers himself for re-appointment.

Mr. Vinod Trikamlal Shah having immense experience in business and marketing. The Notice has been received from a members signifying his intention to propose his appointment as a Director. The Board of Directors feels that his experience and knowledge would be benefit and value to the Company and therefore his appointment is recommended.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

The report on Corporate Governance including Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement with Stock Exchange, forms part of the Annual Report is annexed.

A certificate of the auditors of the Company, Hardik H. Shah & Associates., Chartered Accountants, confirming compliance of the conditions of corporate governance as stipulated in Clause 49 is annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures:

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review:

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(iv) That the Directors had prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

FIXED DEPOSITS:

Your company has not accepted any fixed deposits from public.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO:

The information necessary for disclosure of particulars with Research and Development as required 217(1) (e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the report of Board) Rules, 1988 are not applicable.

Foreign Exchange earned : Rs 20,67,978/- (Previous year.Rs. 9,30,987/-)

Foreign Exchange used : Rs NIL (Previous year Rs. Nil)

PERSONNEL:

The relationship with the employees has been cordial. Your Director wish to place on record their appreciation for the devoted services rendered by the employees. There are no employees drawing remuneration exceeding the ceiling prescribed under section 217(2A) of the Companies Act, 1956.

AUDITORS:

The existing Auditor M/s M/s Hardik H. Shah & Associates. Chartered Accountants, retires at the conclusion of ensuing Annual General Meeting and have expressed their willingness to continue as Statutory Auditor of the Company for the financial year 2013-14. The relevant certificate to that effect that their appointment, if made, will be in pursuant to section 224(1B) of the Companies Act, 1956 has been received. The resolution for their re-appointment is being submitted to this Annual General Meeting.

ACKNOWLEDGMENT:

Your Directors wish to thanks Company''s Bankers for the co-operation extended to us.

For and on behalf of the board of Directors

Sd/- Vinod T. Shah Managing Director Place : Mumbai Date : 27th May, 2014


Mar 31, 2013

To, The Members,

The Director has pleasure in presenting the 19th Annual Report and the audited statement of accounts for the year ended 31st March, 2013

Amount in Rs. FINANCIAL RESULTS Year ended Year ended 31.3.2013 31.3.2012

Sales & Other Income 43,44,67,488 1,37,61,910

Total Expenditure 43,79,72,113 1,36,05,763

Profit / (Loss) before Taxation -35,04,625 1,56,147

Provision for Taxation 35,000 54,000

Prior Period Expenses

Profit / (Loss) after taxation -35,39,625 1,02,147

APPROPRIATIONS: Interim Dividend

Proposed Dividend

Balance carried to Balance Sheet -35,39,625 1,02,147





DIVIDEND:

hi view of strengthening the reserves of the Company, your Directors regret their inability to recommend any dividend during the year under review.

OPERATION:

During the year under review, your company''s sales were Rs. 4331.58 Lacs compared to Rs. 127.38 Lacs in the previous year.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, Mr. Pankaj V. Shah is liable to retire by rotation and being eligible offers himself for re-appointment.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

The report on Corporate Governance including Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement with Stock Exchange, forms part of the Annua] Report is annexed.

A certificate of the auditors of the Company, Hardik H. Shah & Associates., Chartered Accountants, confirming compliance of the conditions of corporate governance as stipulated in Clause 49 is annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March 2013,the applicable accounting standards had been followed along with proper explanation relating to material departures:

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review:

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(iv) That the Directors had prepared the accounts for the financial year ended 31st March, 2013 on a ''going concern'' basis.

FIXED DEPOSITS:

Your company has not accepted any fixed deposits from public.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO

The information necessary for disclosure of particulars with Research and Development as required 217(1) (e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the report of Board) Rules, 1988 are not applicable, Foreign Exchange earned : Rs. 9,30,987/- (Previous year.Rs. 3,51,047/-) Foreign Exchange used : NIL (Previous year Rs. 1,87,057)

PERSONNEL:

The relationship with the employees has been cordial. Your Director wish to place on record their appreciation for the devoted services rendered by the employees. There are no employees drawing remuneration exceeding the ceiling prescribed under section 217(2A) of the Companies Act, 1956.

AUDITORS:

The existing Auditor M/s M/s Hardik H. Shah & Associates. Chartered Accountants, retires at the conclusion of ensuing Annual General Meeting and have expressed their ''willingness to continue as Statutory Auditor of the Company for the financial year 2013-14.The relevant certificate to that effect that their appointment, if made, will be in pursuant to section 224(1B) of the Companies Act, 1956 has been received. The resolution for their re-appointment is being submitted to this Annual General Meeting.

ACKNOWLEDGMENT:

Your Directors wish to thanks Company''s Bankers for the co-operation extended to us.

For and on behalf of the board of Directors Sd/-

Vinod T. Shah

Managing Director

Place : Mumbai

Date : 30th May, 2013


Mar 31, 2010

The Director has pleasure in presenting the 16th Annual Report and the audited statement of accounts for the year ended 31st March, 2010

FINANCIAL RESULTS Year ended Year ended

31.3.2010 31.3.2009

Sales & Other Income 37,12,507 82,57,668

Total Expenditure 37,37,523 83,60,661

Profit / (Loss) before Taxation 25,016 (1,02,995)

Provision for Taxation -- --

Prior Period Expenses -- --

Profit / (Loss) after taxation 25,016 (1,02,995)

APPROPRIATIONS:

Interim Dividend -- --

Proposed Dividend -- --

Balance carried to Balance Sheet 25,016 (1,02,995)

DIVIDEND:

In view of the carried forward loss during the year, your Directors regret their inability to recommend any dividend during the year under review.

OPERATION:

During the year under review, your companys sales were Rs. 37.12 Lacs compared to Rs. 82.58 Lacs in the previous year.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, Mr. Mr Vinod T Shah is liable to retire by rotation and being eligible offers himself for re-appointment. Mr Rashmikant H Shah resigned as director of the Company. The directors have placed on record the appreciation of services rendered by him during his association with company.

Mr. Ajaya M.parekh was appointed as an additional director of the Company by the Board of Directors on 4th December, 2009 pursuant to section 260 of the Companies Act, 1956 and he holds office of the director until the date of the ensuing annual general meeting. The necessary resolution for his appointment is proposed in the notice convening the ensuing annual general meeting.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

The report on Corporate Governance including Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement with Stock Exchange, forms part of the Annual Report is annexed.

A certificate of the auditors of the Company, Kamlesh B Mehta & Co., Chartered Accountants, confirming compliance of the conditions of corporate governance as stipulated in Clause 49 is annexed.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March 2010,the applicable accounting standards had been followed along with proper explanation relating to material departures:

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review:

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(iv) That the Directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

FIXED DEPOSITS:

Your company has not accepted any fixed deposits from public.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO

The information necessary for disclosure of particulars with Research and Development as required 217(1) (e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the report of Board) Rules, 1988 are not applicable.

Foreign Exchange earned : Nil

Foreign Exchange used : Nil

PERSONNEL:

The relationship with the employees has been cordial. Your Director wish to place on record their appreciation for the devoted services rendered by the employees. There are no employees drawing remuneration exceeding the ceiling prescribed under section 217(2A) of the Companies Act, 1956.

AUDITORS:

The Company Auditors M/s. Kamlesh B. Mehta & Co., Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The members are requested to consider reappointing them auditors and to fix their remuneration.

ACKNOWLEDGMENT:

Your Directors wish to thanks Companys Bankers for the co-operation extended to us.

For and on behalf of the board of Directors

Sd/-

Place: Mumbai

Dated : 4th September, 2010. ManagingDirector


Mar 31, 2009

The Director has pleasure in presenting the 15th Annual Report and the audited statement of accounts for the year ended 31st March, 2009

FINANCIAL RESULTS Year ended Year ended 31.3.2009 31.3.2008

Sales & Other Income 82,57,668 18,55,140

Total Expenditure 83,60,661 18,27,952

Profit/(Loss) before Taxation (1,02,995) 66,017

Provision for Taxation -- 25,000

Prior Period Expenses -- -- Profit/(Loss) after taxation (1,02,995) 41,017 %

APPROPRIATIONS:

Interim Dividend -- --

Proposed Dividend -- --

Balance carried to Balance Sheet (1,02,995) 41,017

DIVIDEND:

In view of loss during the year, your Directors regret their inability to recommend any dividend during the year under review.

OPERATION:

During the year under review, your companys sales were Rs. 82.58 Lacs compared to Rs. 18.55 Lacs in the previous year.

DIRECTOR:

In accordance with the provisions of the Companies Act, 1956, Mr. Rashmikant Shah is liable to retire by rotation and eligible for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March 2009,fhe applicable accounting standards had been followed along with proper explanation relating to material departures:

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review:

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(iv) That the Directors had prepared the accounts for the financial year ended 31st March, 2009 on a going concern basis.

FIXED DEPOSITS:

Your company has not accepted any fixed deposits from public.

ENERGY CONSERVATION:

The information necessary for disclosure of particulars with Research and Development as required 217(1) (e) of the Companies Act 1956-read with the Companies (Disclosure of particulars in the report of Board) Rules,1988 are not applicable as the Technology for processing of diamonds in indigenous.

PERSONNEL:

The relationship with the employees has been cordial. Your Director wish to place on record their appreciation for the devoted services rendered by the employees. There are no employees drawing remuneration exceeding the ceiling prescribed under section 217(2A) of the Companies Act, 1956.

AUDITORS:

The Company Auditors M/s. Kamlesh B. Mehta & Co., Chartered Accountants retires at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS REPORT:

As far as the notes by the Auditor in their report are concerned, they are self- explanatory and hence require no further explanation.

ACKNOWLEDGMENT:

Your Directors wish to thanks Companys Bankers, and Auditors for the co-operation extended to us.

By Order of the Board

Sd/- Sd/-

Place: Mumbai Niranjan P.Vyas Vinod T. Shah

Dated: 10th August, 2009. Managing Director Director

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