Deep Diamond India Ltd Directors Report.

Your Directors present their 23rd Annual Report together with the Audi led Statement of Accounts for the year ended 3151 March 2017. FINANCIAL HIGHLIGHTS (in RS)

Particulars Year ended 31.03.2017 Year ended 31.03.2016
Income for the year 3,51,07,429 1,36,39,764
Profit before Interest, Depreciation and Tax 13,41,035 -3,71,421
Less: Interest 0 0
Profit before Depreciation 13,41,035 -3,71,421
Less: Depreciation 4,01,918 4,53,055
Profit after Depreciation 9,39,117 -8,24,476
Provisions for Taxation/ Deferred Tax 57,391 1,04,716
Net Profit After Tax 7,03,508 -7,19,760
Earlier Years Balance Brought forward 4,06,79,323 4,13,99,083
Profit/Loss Carried forward to Balance Sheet 4,13,82,831 4,06,79,323

OPERATIONS

During the year under review, our Company recorded a total income of Rs. 3, 51,07,429 as against Rs. 1,36,39,764 in the previous year and Net Profit of Rs. 7,03,508/- as against Net Loss of Rs. 7,19,760/- in the previous year. Further information kindly refers to Management Discussion and Analysis forming part of this Annual report.

DIVIDEND

The Board, for the year ended 31st March, 2017 in view of profit is to he re invested in business hence regret there in ability to declare any dividend for the year.

DIRECTORS

As per Section 149(4) of Companies Act, 2013 every listed company shall have at least one-third of the total number of directors as independent directors. They shall hold office for a term up to five consecutive years on the Board of the Company as per section 149(10).

As per Section 152 (6) (e), total number of directors shall not include independent directors. Mr. Rajan Desliraj Agarwal, Mr. Mavank Shah and Mrs. Sangeeta Jain are Independent Director.

During the year, Mr. Dinesh R Solanki who retires by rotation but being eligible offers himself for re-appointment.

SHARE CAPITAL

The paid up equity share capital of the Company as on March 31, 2017, was Rs. 3.20 Crores.

BOARD OF DIRECTORS AND ITS MEETINGS

The Company has a professional Board with the right mix of knowledge, skills and expertise with an optimum combination of executive and independent Directors including one woman Director. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the Stakeholders.

One meeting of the Board of Directors is held in each quarter. Additional meetings of the Board/ Committees are convened as may be necessary for proper management of the business operations of the Company.

During the year Four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and as per Listing agreement.

DECLARATION OF INDEPENDENT DTRFCTORS

All independent Directors have declared and affirmed their compliance with the independence criteria as mentioned in Section 149(6) of the Companies Act, 2013 and clause 49 of the listing agreement in respect of their position as an Independent Director of the Company.

DIRECTORS/KEY MANAGERIAL PERSONNEL (ICMPs) APPOINTMENT OR RESIGNATION

During the year under review, no changes occurred in the position of Directors/ KMPs of the Company.

COMMITTEES OF THF. BOARD:

There are currently three Committees of the Board, as follows:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance and forms part of this Annual Report.

AUDIT COMMITTEE

The company has an Audit Committee of the Board of Directors in place. The terms of reference of the Audit Committee are in line with Section 177 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 Detailed information pertaining to Audit Committee has been provided in the Corporate Governance Report, which forms part of this Annual Report. All recommendations made by the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013. Following is the role and responsibility of Nomination and Remuneration Committee.

(1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

(J) Formulation of criteria for evaluation of performance of independent directors and the board of directors;

(K) Devising a policy on diversity of board of directors;

(L) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal;

(M) Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

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

ii) The directors have 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 ancl of the profit or loss of the Company for the year under review.

iii) Ihe directors have 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.

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

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and wore operating effectively.

vi) The directors had devised a proper system to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

ANNUM. PERFORMANCE EVALUATION BY THE BOARD:

SEBT (Listing and Obligation Disclosure Requirements) Regulations 2015, mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of directors on various parameters such as:

i. Board dynamics and relationships

ii. Information flows

iii. Decision-making

iv. Relationship with stakeholders

v. Company performance and s Ira leg}7

vi. Tracking Board and committees effectiveness

vii. Peer evaluation

Pursuant to the provisions of the Companies Act, 2013 a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board works with the nomination and remuneration committee to lay down tire evaluation criteria.

The Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committees of the Company. Tire Board has devised a questionnaire to evaluate the performances of each of executive, non-executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. Tire evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond the information provided by the management.

v. Ability to contribute to and monitor our corporate governance practices

REMUNERATION POLICY

Tire Board has, on the recommendation of the Nomination & Remuneration Committee

framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is staled in the Corporate Governance Report

DEPOSITS

Our Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVEST MENTI S

Details of loans and investments by the Company to another body corporate or persons are given in notes to the financial statements.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parlies for the year under review were on arms length basis and in the ordinary7 course of business and as such provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in Form AOC-2 is not required. Further, there is no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.

All Related Party Transactions are placed before the Audit Committee as also to the Board for approval. As required under Clause 49 of the Listing Agreement, the Company has formulated a policy on dealing with Related Parly Transactions. Details of related party transactions are given in the Annex ure to this report

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place a whistleblower policy, to support the Code of the conduct of the Company. This policy documents the Companys commitment to maintaining an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual or suspected fraud or any violation of Companys Code of conduct at a significantly senior level without fear of intimidation or retaliation.

PREVENTION OF INSIDER TRADING

The Company has adopled a Code of Conduct for Prevention of Insider Trading with a view to regulating trading insecurities by the Directors and designated employees of the Company. The Code prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

AUDITORS & AUDITORS REPORT

Members are requested to appoint Auditors for the current year and to aufhori/.e the Board of Directors to fix their remuneration. At a previous meeting, M/s. Vijay R. Tater & Co, Chartered Accountant, was appointed as Statutory Auditors of your Company from the conclusion of the previous Extra ordinary General Meeting of this Annual General Meeting. The said Statutory Auditors retire at the ensuing Annual General Meeting and being eligible under section 139 of the Companies Act, 2013, offer themselves for re-appointment. Your director recommends to appoint him as a statutory auditor of the company.

Report of the auditors read the notes on accounts is self-explanatory and need no elaboration.

SECRETARIAL AUDIT

During the year under review, M/s VKM & Associates, Practicing Company Secretary wTio was appointed as the Secretarial Auditor of the Company has issued the audit report in respect of the secretarial audit of the Company for the financial year ended March 31, 2017. The Secretarial Audit is annexed to this directors report as Annexure T.

EXTRACT OF THE ANNUAL RETURN

The details forming pari of the extract of the Annual Relurn in Form MCI-9, as required under Section 92 of the Companies Acl, 2013 are included in this Report as Annexure 11 and forms an integral part of tins Report.

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES

During the year under review, your Company enjoyed a cordial relationship with workers and employees at all levels. The company regards its employees as a great asset.

For the particulars of employees as required to be disclosed in the Directors Report in accordance with the Provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Directors state that the company does not have anyemployee, who

(i) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than 60,00,000/- rupees per annum;

(ii) if employed 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 5,00,000/- rupees per month;

(iii) if employed 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 bis spouse and dependent children, not less than two percent of the equity shares of the company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND RliDKESSAL) ACT, 2013

Tn accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under, the Company? formulated an internal Policy? on Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) during the year under review. An internal Complaint committee has been set up to redress complaints received regarding sexual harassment. All woman employees (permanent, contractual, temporary?, trainees) are covered under this policy?.

During the y?ear tinder review, there were no complaints received by? the Company? related to sexual harassment.

CORPORATE SOCIAL RESPONSIBILITY:

Due to insufficient profits, Corporate Social Responsibility is not applicable to the Company for Financial Year 2016-2017.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Energy

Pursuant to Section 134(3)(m) of the Companies act, 2013 read with Rule 8 of the Companies (accounts) rules, 2014, details regarding the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo for the year under review are as follows:

A. Conservation of Energy

a. Steps were taken or impact on the conservation of energy - Tire Operations of the Company do not consume energy intensively. However, the Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps were taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

c. The capital investment in energy conservation equipment - Nil

B. Technology Absorption

a. The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b. The benefits derived from product improvement, cost reduction, product development or import substitution- Not Applicable

c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

d. The expenditure incurred on Research and Development - Not Applicable

The Particulars of Foreign Exchange and Outgo for the year under review are as follows:

Particulars Year ended 31st March, 2017 Year ended 31st March, 2016
Foreign exchange earning Nil Nil
Foreign exchange Outgo Nil Nil

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit function outsourced to Prakash Kothari & Associates, Chartered Accountants as of current is well defined in the engagement letter of the Internal Auditor duly approved by the Audit Committee. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee. The Internal Auditor evaluates the adequacy of the internal control system in the Company on the basis of Statement of Operations Procedure, instruction manuals, accounting policy and procedures.

INTERNAL FINANCIAL CONT ROL REPORT

T he Board has adopted policies and procedures for the efficient conduct of business. The Audit Committee evaluates the efficacy and adequacy of a financial control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and strives to maintain the Standard in Internal Financial Control.

CASH FLOW STATEMENT

in conformity7 with the provision of Clause 32 of the Listing Agreement, the cash flow statement for the year ended 315t March 2017 is annexed hereto.

MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS

No significant and material orders have been passed by any regulators or courts or tribunals against the Company impacting the going concern status and Companys operations in future.

ACKNOWLEDGEMENTS

Out Directors express their sincere appreciation for the co-operation received from shareholders, bankers and other business constituents during the year under review. Our Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff resulting in the performance of the Company during the year.

FOR AND BEHALF OF THE BOARD
FOR DEEP DIAMOND INDIA LIMITED
PRAKASH SOT.ANKI DTNESH SOT.ANKI
Place: Mumbai CHAIRMAN & CFO MANAGING DIRECTOR
Date: 30.05.2017

ANNEXURE III

Form AOC- 2

(Pursuant to clause (TO of sub-section (•*) of section l-tn of the Act and Rule 8(a)

Of the Companies (Accounts) Rules. 2014.I

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Act including certain arms length transactions under the third proviso thereto:

1. Details of material contracts or arrangements or transactions not at arms length basis: Not Applicable

2. Details of material contracts or arrangement or transactions at arms length basis:

Particulars 2016-17 2015-16
Remuneration to Director
Dinesh Solanki 3,60,000 3,60,000
Prakash Solanki 6,00,000 6,00,000
Salary to relative of Director
Jayshree Solanki 3,00,000 3,00,000