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Directors Report of White Diamond Industries Ltd.

Mar 31, 2014

Dear Members

The Directors have pleasure in presenting the 24th Annual Report on the business and operations of your Company and the Audited Financial Statements for the year ended 31st March, 2014.

1. FINANCIAL RESULTS:

The highlights of the Financial Results are:

PARTICULARS CURRENT YEAR PREVIOUS YEAR 2013-2014 2012-2013

(in Rs.) (inRs.)

Sales and Other Income 66,582,229 7,13,01,899

Net Profit before 12,65,647 22,59,475

Depreciation and

Interest

Less: Finance Costs NIL NIL

Less: Depreciation (3,20,239) (3,17,333)

Net Profit before Tax 9,45,408 19,42,142

Less: Provision for Tax (5,54,280) (6,50,000)

Less: Tax adjustment 45,774 NIL related to prior years

Add: Provision for 2,92,176 47,113 Deferred Tax

Net Profit After Tax 53,178 13,39,255

Balance Brought 4,18,29,221 4,04,89,966 Forward from Previous Year

Balance carried forward 4,18,82,399 4,18,29,221 to Balance Sheet

2. DIVIDEND:

Your Board of Directors does not recommend any dividend for the financial year ended 31st March, 2014.

3. FIXED DEPOSITS:

The Company has not accepted any fixed deposits during the year under review.

4. DEPOSITORY SYSTEM

The Company has entered into an agreement with National Securities Depository Limited (NSDL) as well as Central Depository Services (India) Limited (CDSL) to enable shareholders to hold the shares in dematerialized form. The Company also offers simultaneous Dematerialization of physical shares lodged for transfer.

5. DISCLOSURE UNDER SECTION 274(1) (g)

None of the Director of the Company have been disqualified under section 274(1)(g) of the Companies Act,1956.

6. DIRECTORS

The Board on 20th August, 2014, has appointed Mr. Chandresh R Jain, as an Independent and Non Executive Additional Director as per the provisions of Companies Act, 2013 upto the forthcoming Annual General Meeting and the Company has received a notice from a member intending to propose the candidature of Mr. Chandresh R Jain as the Director of the Company. Mr. Chandresh R Jain has submitted his declaration under Section 149(6) to be appointed as the Independent Director of the Company and that he shall not be liable to retire by rotation.

Mr. Jaynish Kothari and Mr. Nalin Shah, resigned from the Company with effect from 20th day of August, 2014 and the Company thanks them for their valuable contribution.

Mr. Darshak Rupani, Executive Director retires by rotation at the ensuing Annual General Meeting & being eligible, offers himself for re-appointment. The Board recommends his re- appointment.

Mr. Chandresh R Jain and Mr. Rameshchandra Kothari are independent directors of the Company. Pursuant to Section 149 of the Companies Act,2013, it is proposed to appoint these Directors to hold office as per their tenure of appointment mentioned in the notice of the forthcoming Annual General Meeting of the Company. The independent Directors are not liable to retire by rotation.

Mr. Prashant Rupani, Executive Director of the Company has been appointed as the CFO of the Company with effect from 20th day of August, 2014.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm:

i. that in preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

ii. that the Directors had selected such accounting policies and applied consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2014 and the profit of the Company for the year under review.

iii. that proper and sufficient care has been taken 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 annual accounts for the year ended 31st March, 2014 have been prepared on a ''going concern basis''.

8. SUBSIDIARY:

Your Company has a Subsidiary named Sapna Infraventure Private Limited since December, 2011.

9. PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not given as there are no employees during the year or part thereof as required under Section 217 (2A).

10. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 217 (1) (e) of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure and forms part of this report.

11. CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance of requirements of Corporate Governance as per Listing Agreement with Stock Exchange. A separate report on Corporate Government is given in Annexure "A"

12. AUDITORS

M/S N. K. Jalan & Co, Chartered Accountant, the Auditor of the Company hold their office until the conclusion of the 24th Annual General Meeting of the Company and your Directors recommended their re-appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013. The appointment is subject to ratification at every Annual General Meeting of the Company.

13. ACKNOWLEDGEMENT

The Directors sincerely appreciate the enthusiasm and hard work displayed by all employees during the year. Your Directors also acknowledge their appreciation of the continued assistance and support given by the esteemed customers, suppliers, bankers and various departments of Central and State Governments.

For and on behalf of the Board of Directors WHITE DIAMOND INDUSTRIES LIMITED

DARSHAK RUPANI 03121939 (Managing Director)

Mumbai, 20TH August, 2014 Registered Office: 312A, Kailas Plaza, Vallabh Baug Lane, Ghatkopar (East), Mumbai - 400 077 CIN: L36912MH1990PLC055860


Mar 31, 2012

The Directors present the Twenty Second Annual Report on the business and operations of the Company, along with the Audited Statement of Accounts for the Financial Year ended 31st March, 2012.

1. FINANCIAL RESULTS

PARTICULARS CURRENT YEAR PREVIOUS YEAR 2011-2012 2010-2011 (in Rs.) (in Rs.)

Sales and Other Income 9,52,19,934 16,07,75,895

Gross Profit before Depreciation and Interest 27,88,592 29,54,009

Less: Finance Costs Nil (30,565)

Less: Depreciation (2,72,860) (2,33,990)

Net Profit before Tax 25,15,732 26,89,454

Less: Provision for Tax (8,00,000) (8,00,000)

Less: Income tax earlier year (24,982) NIL

Add: Provision for Deferred Tax 1,07,103 1,05,713

Net Profit After Tax 17,97,853 17,83,741

Balance Brought forward from previous year 3,86,92,113 3,69,08,372

Profit carried to Balance Sheet 44,89,966 3,86,92,113

2. DIVIDEND

Your Board of Directors does not recommend any dividend for the financial year ended 31st March, 2012.

3. OPERATIONS

The year under review has been an average year for the Company. Your Company has achieved a turnover of Rs. 952.19 Lacs in comparison to Rs. 1607.75 lacs during the previous year.

The Company has not been able to do any export business during 2011-2012. However the Company has done good domestic business of cut and polished diamonds with reputed companies.

However, keeping the further consolidation of financial strength in view, the Board of Directors does not recommend any dividend.

4. CORPORATE GOVERNANCE

Your Company has been very active in introduction and implementation of corporate governance norms. Your Company has taken all the mandatory steps as required in Clause 49 (as amended) of the Listing Agreement. A detailed report on Corporate Governance along with a certificate from the Auditors confirming the compliance is annexed hereto (Annexure) and forms part of the Directors' Report.

5. DIRECTORS

Mr. Darshak M. Rupani, Wholetime Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his reappointment.

Mr. Jaynish R. Kothari, Independent Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his reappointment.

Mr. Jitendra J. Mehta, who was appointed as an Additional Director with effect from 04.06.2012 at the Board Meeting held on 30th July, 2012, is now appointed as an Executive Director on the Board of the Company with the remuneration as decided by the Board subject to the approval of the shareholders.

Shri. Mahesh Mohanlal Rupani, the Chairman of our Company passed away on 4th June, 2012 and hence we accept his resignation with immediate effect. We thank him for his valuable contribution to our Company.

Mr. Prashantt M. Rupani is appointed as the Chairman of our Company.

6. DIRECTOR'S RESPONSIBILITY

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed;

2. Appropriate Accounting Policies have been selected and applied consistently, and have 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 at 31st March, 2012 and of the Profit and Loss Account for the financial year 1st April, 2011 to 31st March, 2012.

3. Proper and sufficient care has been taken 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 preventing and detecting fraud and other irregularities;

4. The Annual Accounts have been prepared on a going concern basis.

7. PARTICULARS OF EMPLOYEE U/S 217(2A) OF THE COMPANIES ACT, 1956

Information required for particulars of Employee as required under Section 217 (2A) of the Companies Act, 1956 is not given as none of the Employees draws salary and other perks above the prescribed limit.

8. AUDITOR'S REPORT

Notes to the Accounts as referred in the Auditors Report are self explanatory and therefore, do not call for any further comments or explanations.

9. AUDITOR

M/s. N K Jalan & Co., Chartered Accountant, Statutory Auditor of the Company will retire at the ensuing Annual General Meeting and is eligible for re-appointment. The said Auditors have confirmed that his appointment if made shall be within the limits of Section 224(1B) of the Companies Act, 1956. The Board of Directors recommends appointment of M/s. N K Jalan & Co, Statutory Auditor of the Company and fixes his remuneration.

10. FIXED DEPOSITS

Your Company has not accepted Deposits from Public u/s. 58A of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975.

11. INSURANCE:

Your Company could not take adequate insurance cover for all its Assets, which will be done in the next financial year.

12. LISTING OF SECURITIES

Listing of Securities: All the Equity Shares issued and allotted by the Company so far have been duly listed with the Bombay Stock Exchange Limited (BSE) at Mumbai and de-listing applications are in the process for getting the shares delisted from Madras, Delhi and Ahmedabad Stock Exchanges.

The Company has paid the listing fees for the financial year 2012-13 to BSE.

13. SUBSIDIARY COMPANY

The Company has "Sapna Infraventure Private Limited" as its Wholly Owned Subsidiary formed on 19th December, 2011.

14. DISCLOSURES

Information of conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given here below :

The Company's main line of business is Trading, Manufacturing, Import and Export of Rough and Cut & Polished Diamonds.

Total Foreign Exchange used Rs. Nil. Total Foreign Exchange Earned: Rs. Nil

15. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep sense of gratitude to the Central, State Governments and Local Governments, Financial Institutions and Banks for their continued support, co-operation and guidance.

At this point your Directors like to place on record their sincere appreciation for the total commitment, dedication and hard work put in by every Employee of the Company.

And to you our Shareholders, we are deeply grateful for the confidence and faith that you have always placed in us.

Your Directors express their deepest gratitude to the esteemed customers of the Company for their continuous confidence and faith, which they have in the products and services of your Company.

For and on behalf of the Board,

Sd/- Prashantt M. Rupani Chairman

Place : Mumbai Date : 30th July, 2012.

 
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