Alka Diamond Ind Director Discussions


To

The Shareholders,

Your Directors have pleasure in presenting their 28th ANNUAL REPORT along with the audited annual accounts for the year ended on 31ST MARCH, 2017,

1. FINANCIAL RESULTS

A summary of your Companys Financial Performance for the Financial Year ended 31st March 2017 is given below: -

(Amounts in Rs.)
PARTICULARS 2016-2017 2015-2016
Sales & Other Income 2,40,56,618 9,54,865
Profit/(Loss) Before Tax (PBT) 16,904 (89,323)
Profit/(Profit) After Tax (PAT) 13,404 (89323)
Less :- Prior year tax adjustments NIL NIL
Deferred Tax NIL (499)
Add :- Balance B/F from the previous year (18,50,734) (17,60,368)
Balance available for Appropriation (18,37,330) (18,50,734)
Less :- Transferred to General Reserve NIL NIL
Proposed Dividend NIL NIL
Balance Carried to Balance Sheet (18,37,330) (18,50,734)

2. SECRETARIAL AUDITOR

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Manisha Agarwal, Company Secretary in practice to undertake the Secretarial Audit of the Company for FY 2016-17. The Secretarial Audit report is annexed herewith as "Annexure A".

3. EXTRACT OF ANNUAL RETURN

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

4. NUMBER OF MEEINGS OF THE BOARD

During Financial Year 2016-17 Four Board Meetings were held by the Company on 14th May.,2016, 29nd July.,2016, 21th Oct.,2016 and 24th Jan.,2017. The intervening gap between the meetings was prescribed under the Companies Act.2013 and clause 49 of the Listing Agreement entered with the BSE. The number of Committee Meeting held during the Financial Year 2016-17 forms part of the Corporate Governance Report.

5. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the Sections 134(5) of the Companies Act, The Board of Directors to the best of their knowledge and ability confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(b) they have 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 of the Company for that period;

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

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

6. DIRECTORS AND KEY MANAGERIAL PERSONEL:

In accordance with the provisions of Section 152 of the Act, and that of Articles of Association of the Company, Shri Gopal M. Verma (DIN: 01687709), Director of the Company retires by rotation at this AGM of the Company and being eligible, offers himself for reappointment. The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the BSE.

The Directors of the Company have appointed Shri Ramesh Manekchand Verma as the Chief Financial Officer with effect from 21st October 2016 for a period of five years

Pursuant to the provision of Section 203, of the Act, the Key Managerial Personel of the Company are Shri Gopal Manikchand Verma, Chief Executive Officer and Managing Director, Sanat Upadhyay, Director and Shri Nilesh Fulchandbhai Parmar, director and Compliance Officer and Shri Ramesh Manekchand Verma, Chief Financial Officer

7. AUDITORS AND AUDITORS REPORT.

As per Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the term of M/s. K. K. Jhunjhunwala & Co., Chartered Accountants (Reg. No. 111852W) as the Statutory Auditors of the Company expires at the conclusion of the ensuing Annual General Meeting (AGM) of the Company.

The Board of Directors of the Company at its meeting on the recommendation of the Audit Committee, has made its recommendation for appointment of M/s. Dinesh Lodha & Co., Chartered Accountants (Firm Registration No 135606W), as the Statutory Auditors of the Company for a term of five consecutive years, from the conclusion of 28th AGM of the Company till the conclusion of 33rd AGM to be held in year 2022 (subject to ratification of their appointment at every AGM) for approval of shareholders of the Company.

The Company has received a certificate that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder.

Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013.

8. AUDIT COMMITTEE

The details pertaining to the composition of the audit committee are included in the Corporate Governance Report, which is a part of this report

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

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

10. RELATED PARTY TRANSACTIONS:

There are no contracts or arrangements with related parties referred to section 188(1) of the companies Act, 2013. The Company has uploaded on the Website of the Company at http://www.alkadiamond.com/corporate_Goveranance.aspx/determinationof%20materi al%20events

11. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATES COMPANIES

The Company does not have any Subsidiary and Associate Company or Joint venture.

12. DEPOSITS FROM PUBLIC:

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

13. DECLARATION BY INDEPENDENT DIRECTORS

The Board has received the declaration from the Independent Directors as per the requirement of Section 149(6) and the Board is satisfied that all the Independent Directors meets the criterion of Independence as mentioned in Section 149(6).

14. FINANCIAL HIGHLIGHTS AND COMPANY AFFAIRS:

The Company has earned total revenue of Rs. 241 Lacs in Financial Year 2016-17 as compared to Rs. 9.55 lacs in Financial Year 2015-16. The profit/(Loss) after tax in Financial Year 2016-17 is Rs. 0.14 lacs as compared to Loss Rs. 0.89 lakhs in Financial Year 2015-16.

15. DIVIDEND

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

16. INTERNAL CONTROL POLICY

Your Company has put in place adequate internal financial controls with reference to the financial statements, some of which are outlined below.

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable. These are in accordance with generally accepted accounting principles in India.

Your Company operates in an ERP system, and has many of its accounting records stored in an electronic form and backed up periodically. The ERP system is configured to ensure that all transactions are integrated seamlessly with the underlying books of account. Your Company has automated processes to ensure accurate and timely Updation of various master data in the underlying ERP system.

Your Company has a robust financial closure self–certification mechanism wherein the line managers certify adherence to various accounting policies, accounting hygiene and accuracy of provisions and other estimates.

Your Company in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/ validate them as and when appropriate.

The Management periodically reviews the financial performance of your Company against the approved plans across various parameters and takes necessary action, wherever necessary.

17. SHARE CAPITAL

The Issued, Subscribed and Paid-Up Equity Share Capital as on 31st March, 2017 was Rs. 48,609,000. During the year under review, the Company has not issued shares with differential voting rights nor granted any stocks options or sweat equity. As on 31st March, 2017 none of the Directors of the Company holds instrument convertible into equity shares of the Company.

18. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The Company has also implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under the Listing Regulations Forms an integral part of this Report. A Report on Corporate Governance along with a Certificate from the Statutory Auditors of the Company regarding the compliance of conditions of Corporate Governance as stipulated in regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of regulation 46 and paragraph C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed to this Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

19. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of Internal Financial Control and their adequacy are included in the Management discussion & Analyses, which forms part of this Report

20. INDEPENDENT DIRECTORS MEETING

The Independent Directors of the Company met on 14th October 2016 during the year inter-alia to discuss:

a. Evaluation of performance of Non-Independent Directors and the Board of the Company as a whole.

b. Evaluation of performance of the Chairman of the Company, taking in to account the views of Executive and No-Executive Directors.

c. Evaluation of Quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duty.

21. RISK MANAGEMENT

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

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

22. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), is presented in separate section forming part of the Annual Report.

23. PARTICULARS OF EMPLOYEES

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

24. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company, which also incorporates a Whistle Blower policy in terms of the Listing Regulations, includes an Ethics & Compliance Task Force Comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the task Force to the Chairman of the Audit Committee. The Vigil Mechanism and Whistle Blower policy may be accessed on the website of the Company www.alkadiamond.com

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTATION, PROHIBITOON AND REDRESSAL) ACT, 2013

The Company has in place a policy for Prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Preservation, Prohibition & Redressal) Act, 2013. Complaints Committee has been set up to redress Complaints received regarding sexual harassment. All employees are covered under this policy. This Policy has been uploaded on the website of the Company. The Company has not received any complaint of sexual harassment during the Financial Year 2016-2017.

26. PARTICULARS REQUIRED UNDER THE LISTING AGREEMENT LISTING

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

The Ahmedabad Stock Exchange : Manek Chowk, Ahmedabad – 380 001
Jaipur Stock Exchange Ltd : Malviya Nagar, Jaipur – 302 017
The Bombay Stock Exchange : Phiroze Jeejeebhoy Towers, Dalal St., Mumbai

27. PAYMENT OF LISTING FEES

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

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2015 is furnished in as

Sr. No. Conservation of Energy Technology Absorption Foreign Exchange Earnings And Outgo Remark
1 NIL NIL NIL NIL N.A

29. PERFORMANCE EVALUATION OF THE BOARD

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of

India on January 5, 2017.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees, and individual directors was also discussed.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

30. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report.

31. ACKNOWLEDGEMENT

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

BY ORDER OF THE BOARD
For ALKA DIAMOND INDUSTRIES LIMITED PLACE: - MUMBAI.
Sd/- DATE : - 02.09.2017
GOPAL M. VERMA
MANAGING DIRECTOR
DIN: 01687709