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Directors Report of White Organic Agro Ltd.

Mar 31, 2016

To

The Members,

WHITE DIAMOND INDUSTRIES LIMITED CIN: L36912MH1990PLC055860

The Directors have the pleasure in presenting the 26th Annual Report on the business and operations of your Company and the Audited Financial Statements for the year ended 31st March, 2016.

FINANCIAL RESULTS

Particulars

Current year 2015-16 (in Rs)

Previous Year 2014-15 (in Rs)

Sales and Other Income

32,551,289

35,255,346

Net Profit before Depreciation and Interest

1,918,633

15,26,617

Net Profit After Tax

1,267,774

9,57,247

COMPANY''S AFFAIRS

In the financial year 2015-16, the Company has earned a profit of INR. 1,267,774 as compared to Profit of INR. 9,57,247 during the previous financial year 2014-15.

CHANGE IN NATURE OF BUSINESS

During the Financial Year 2015-16, there were no changes in nature of the business of the Company. However, the Company is in the process to explore new line of business by adding new object clause in its Main Object i.e. business of all kinds of organic food products and allied activities.

SHARE CAPITAL

During the Financial Year 2015-2016 the Company has not issued any Equity shares.

A) The Company has not issued any equity shares with differential rights during the Financial Year 2015-16.

B) The Company has not issued any Sweat Equity Shares during the Financial Year 2015-16.

C) Issue of Employee Stock Options: The Company has not issued any Employee Stock Options during the Financial Year 2015-16.

DEPOSITS

The Company has not accepted any deposits falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the Financial Year 20152016 or any preceding financial years. Hence no amount of principal or interest is outstanding / repayable.

DIVIDEND

The Board of Directors do not propose any Dividend for the Financial Year 2015-16.

TRANSFER TO IEPF

Amount of INR 45,669/- is due to be transferred to IEPF account RESERVES

The Company has not transferred any amount to the Reserves.

DIRECTORS

1. Appointment and Re-appointments

During the period under review Mrs. Jigna Thakkar (DIN: 07279163) was appointed as the Additional Director of the Company with effect from 5th September, 2015 and her appointment as the Non -Executive Independent Director for a period of 5 years was approved 25th Annual General Meeting held on 30th September 2015.

Further Mr. Jitendra Mehta (DIN: 05338982), is liable to retire by rotation at the 26th Annual General Meeting of the Company. Being eligible he has offered himself for re-appointment. The Board of Directors recommend to the members to re-appoint him at the 26th Annual General Meeting.

2. Resignations

During the period under review, Mr. Rameshchandra Kothari (DIN: 00281215) resigned as the Nonexecutive Independent Director of the Company with effect from 5th September 2015. The Board places on record its appreciation for the services rendered by him during his tenure with the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the declarations from the Independent Directors under Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, for the purpose of evaluating the performance of the Board as a whole, a structured questionnaire was prepared covering various aspects of the Board''s functioning, composition of the Board and its committee, execution and performance of specific duties, obligations and the same was circulated amongst the Board of Directors for their feedback.

Further the separate performance evaluation of the Independent Directors, and Non - Independent Directors was carried out. The Board of Directors expressed their satisfaction with the evaluation process.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal financial control and risk mitigation system commensurate with the size of the Company and nature of its business. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Audit committee actively reviews the adequacy and effectiveness of the Internal Financial control and suggests the improvements for the same.

NUMBER OF MEETINGS OF THE BOARD

The Board met Five times during the financial year, the details of which are given in the Corporate governance report and details as required under Standard 9 of Secretarial Standard 1 on Board Meetings are mentioned in the Corporate Governance report which forms a part of the Board''s report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

COMMITTEES OF THE BOARD

Currently, the Board has the following committees:

1. The Audit Committee

2. The Nomination and Remuneration Committee

3. Stakeholders relationship Committee

The Details of the Committees of the Board is mentioned in the Corporate Governance Report which forms a part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under the Provisions of section 134(5) of the Companies Act, 2013 the Directors hereby confirm:

1. That in preparation of the Annual Accounts for the year ended 31st March 2016, the applicable accounting standards have been followed along with the proper explanation relating to material departures , if any;

2. 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 at March 31,2016 and of the profit of the company for the year ended on that date;

3. That the Directors have taken proper and sufficient care 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 other irregularities.

4. That the Directors have prepared the annual accounts on a going concern basis.

5. That the directors had laid down Internal Financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

6. That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ORDERS PASSED BY REGULATORY AUTHORITY

During the Financial Year under review, there were no material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES

Your Company has a Wholly Owned Subsidiary named Sapna Infraventure Private Limited

A Statement containing salient features of Financial Statement of Sapna Infraventure Private Limited in Form AOC-1 is annexed hereto as "Annexure A"

AUDITORS

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors recommend to the shareholders to ratify the appointment of M/s. N.K Jalan & Chartered Accountants (FRN: 104019W) Chartered Accountants, as Statutory Auditors of the Company for F.Y. 2016-17, who were appointed for 5 consecutive Financial year at the 24th Annual General Meeting of the Company.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information relating to conservation of energy and technology absorption by the Company is annexed to the report as "Annexure B"

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in form MGT-9 as prescribed under the provisions of Section 92 of the Companies Act, 2013 is annexed to the report as "Annexure C".

FOREIGN EXCHANGE EARNING AND OUTGO

During the year under review there were no earnings in foreign exchange and there was no foreign exchange out go.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 regarding expenditure towards Corporate Social Responsibility was not applicable to the Company for Financial Year 2015-16.

LISTING AGREEMENT

The Securities and Exchange Board of India (''SEBI''), on September 2, 2015 issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with a view to consolidate and align the provisions of Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations became effective on December 1, 2015 and accordingly all the listed entities were entitled to execute the new listing agreement within six months from the effective date.

The Company entered into the same with BSE Limited on 13th February, 2016.

CORPORATE GOVERNANCE

Our Corporate governance philosophy: Your Company''s philosophy on Corporate Governance has been to ensure fairness to the shareholders with full transparency and to enhance and retain investor trust. We always seek to insure that our performance is driven by integrity.

Our Corporate governance report for the financial year ended on March 31, 2016 forms a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The report on management discussion and analysis as per the SEBI (Listing Obligations and Disclosures Requirements), Regulations, 2015 forms integral part of this Annual Report.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has a Vigil Mechanism policy to report genuine concerns or grievances. The detail forms a part of the Corporate Governance Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relates and the date of the report.

NOMINATION AND REMUNERATION POLICY

The Company has policies framed for remuneration and appointment of directors, Key managerial personnel and senior management of the company. The composition and policies forms a part of the Corporate Governance Report and the policy is available at the registered office of the Company.

PARTICULARS OF TRANSACTION BETWEEN THE COMPANY AND NON EXECUTIVE DIRECTORS

During the year under review the company has not entered into any transaction with its NonExecutive Directors.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013

During the year under review the Company has not given any guarantee to any party as provided under Section 186 of the Companies Act, 2013, the details of loans granted by the Company are provided in notes to the financial statements

The Company has made investments in Non - Convertible Preference shares of Charisma Jewellery Private Limited and the details of the same are mentioned in the financial statements.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules made there under the Company has appointed M/s. Priti J. Sheth & Associates, a firm of Company Secretaries in Practice (C.P. No 5518) to undertake the Secretarial Audit of the Company for the F.Y. 2015-2016.

The Secretarial Audit Report is included as "Annexure D" and forms an integral part of this report.

CERTIFICATE ON CORPORATE GOVERNANCE

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors'' certificate on corporate governance is enclosed as "Annexure E" to the Board''s report.

RELATED PARTY TRANSACTIONS

The details of Related Party Transactions entered into by the Company which are at Arm''s Length Price and in Ordinary Course of Business are provided in Notes to Accounts of the Financial Statements.

Further details of material related party transactions entered by the Company are enclosed as "Annexure F" to the Board''s Report.

There were no materially significant Related Party Transactions that have potential conflict of interest with the Company at large.

DIRECTOR''S COMMENTS ON QUALIFICATIONS OR OBSERVATIONS Statutory Auditors'' Report

The comments mentioned in the audit report with respect to the funds that need to be transferred to IEPF account; the Board of Directors has initiated the process to transfer the funds to the IEPF account. Further, the Statements made by the Auditors in their report are self-explanatory and doesn''t require any comments by the Board of Directors.

Secretarial Auditor Report

Our Secretarial Auditors have in their report stated that the Company needs to appoint the Company Secretary as a Compliance officer as required under Section 203 of the Companies Act, 2013 and Rules made there under. Further it is stated in the report that the Company needs to appoint Internal Auditor as required under the provisions of Section 138 of the Companies Act, 2013.

Explanation: Our Company is in search of suitable candidate to be appointed as the Company Secretary and an internal Auditor and was unable to find the same during the year under review.

AUDITOR''S CERTIFICATE ON CORPORATE GOVERNANCE

As required under SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Auditor''s Certificate on Corporate Governance forms a part of the Annual Report.

RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy which helps the Company in identification of risk, lays down procedure for risk assessment and procedure for risk minimization.

PARTICULARS OF EMPLOYEES

The Company wishes to place on record their appreciation to the contribution made by the employees to the operations of the company during the period.

During the year under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and Remuneration) Rules, 2014 and therefore no disclosures need to be made under the said section. Further, the details of the top 10 employees in terms of remuneration drawn pursuant to rule 5(1) and 5(2) of Companies (Appointment and Remuneration) Rules, 2014 shall be available at the registered office of the Company during the business hours and the details ratios of the remuneration of each Director to the median remuneration to the employees of the Company for the financial year are enclosed as "Annexure G" to the Board''s Report.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

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

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sense of appreciation for the excellent support received from the government authorities, bankers, consultants and the dedicated efforts of all employees in the working of the Company.

By Order of the Board

---Sd/--- ---Sd/---

Mr. Darshak Rupani Mr. Prashantt Rupani

Date : 13/08/2016 Managing Director Director/ CFO

Place: Mumbai DIN: 03121939 DIN: 00199986


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.


Mar 31, 2010

The Directors present the Twentieth Annual Report on the business and operations of the Company, along with the Audited Statement of Accounts for the Financial Year ended 31st March, 2010.

1. FINANCIAL RESULTS:

PARTICULARS CURRENT YEAR PREVIOUS YEAR

2009-2010 2008-2009

(Rs. in Lacs) (Rs. in Lacs)

Sales & Other Income 758.35 1183.35

Gross Profit before Depreciation and Intenest (30.58) 20.82

Less : Interest & Financial Charges Nil Nil

Depreciation (7.82) (8.19)

Profit / (Loss) before Tax (38.40) 12.63

Less : Provision for Tax (2.98) (4.96)

Profit/(Loss) after Tax (41.38) 7.67 Prior Period Adjustment nil 376.74

Provision for Deferred tax 15.99 nil

Add : Balance Carried from earlier year 394.47 10.06

Balance Carried to Balance Sheet 369.08 394.47

Note: The figures of the previous year have been re-grouped to bring these in line with this year’s figures, wherever required.

2. OPERATIONS:

The year under review has been an average year for the Company. Your Company has achieved a turnover of Rs.758.35 lacs in comparison to Rs.1183.35 lacs during the previous year.

The Company has not been able to do any export business during 2009-2010. 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 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:

During the year under review Shri Jatin A. Mehta, Director ceased to be a director on the Board w.e.f. 30th August, 2010 pursuant to his resignation, expressing his inability to continue to act as Director due to his pre-occupation.

Shri Darshak M. Rupani, was appointed as Additional Director on the Board on 30th August, 2010, and holds office upto the ensuing Annual General Meeting, in accordance with provisions of Section 257 of the Companies Act, 1956, the Company has received notice from a member proposing Shri Darshak M. Rupani, to be appointed as a Director at the ensuing Annual General Meeting. He is also appointed by the Board on 30th August, 2010 as an Additional Director subject however, to the approval of the members at the ensuing Annual General Meeting.

In accordance with the provisions Section 255 & 256 of the Companies Act, 1956, Shri Jaynish R. Kothari and Shri Nalin A. Shah retire by rotation and being eligible, offer themselves for re- appointment. The Board of Directors recommends their re-appointment.

Your Directors wish to take this opportunity to place on record their sincere appreciations and thanks to Shri Jatin A. Mehta for his valuable guidance and services rendered to the Company during his tenure as Director.

6. 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.

7. 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, 2010 and of the Profit and Loss Account for the financial year 1st April, 2009 to 31st March, 2010.

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.

8. Auditors 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.

During the year under review the board has approved the issue of 19,67,400 Equity Shares of Rs.10/- each to the strategic Investors (non-promoters) on preferential basis.

The Company has paid the listing fees for the financial year 2010-11 to BSE.

13. DEMAT OF SECURITIES:

Nearly 32.12% of total Equity Share Capital is held in dematerialized form with NSDL / CDSL.

14. SUBSIDIARY COMPANY:

The Company does not have any Wholly Owned Subsidiary Company.

15. 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 Companys 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

16. 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,

Rameshchandra P. Kothari.

Chairman & Managing Director.

Place : Mumbai

Date : 30th August, 2010.

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