Goenka Diamond & Jewels Ltd Directors Report

Dear Shareholders,

The companys bank accounts turned out to be Non-Performing Assets from the financialyear 2015-16, subsequently one of the member bank of consortium approached National company Law tribunal ("NCLT)National Company Law Tribunal ("NCLT"), the case was admitted by NCLT in December 2022, at the first place NCLT appointed Mr. Vishal Bidawatjika as an Insolvency Resolution Professional ("IRP") and subsequently in April , 2023 has appointed Mr.

Sourabh Malpani as Insolvency Resolution Professional (IRP). As on date of this report the case is pending in the NCLT Jaipur Bench In this annual report the words Director(s) and Board of Directors shall be construed as

Suspended Director(s) and Suspended Board Respectively.

Suspended Board and IRP presents the Thirty Fourth Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2024

Financial Highlights

Particulars	31.03.2024	31.03.2023
Sales and Other Income	129.72	217.71
Less: Expenses	296.50	351.39
Profit / (Loss) before tax and depreciation	(166.78)	(133.68)
Less: Depreciation	49.79	54.01
Net Profit/(Loss) before Tax	(216.57)	(187.69)
Less : Exceptional Item	-	-
Less: Income tax provision	0.00	0.00
Less: Deferred Tax	0.34	(0.19)
Less: Earlier Years Income Tax	0.00	0.00
Less: MAT Credit Entitlement	0.00	0.00
Profit/(Loss) after tax and exceptional items	(216.22)	(187.51)
Balance brought forward from previous year	10,912.27	11,099.78
Profit available for appropriation	10,696.05	10,912.27
Appropriation
Issue of Bonus shares
Transfer to General Reserve
Proposed Dividend on Equity shares
Tax on Proposed Dividend
Profit carried over to Balance Sheet	10,696.05	10,912.27
Earnings per share	(0.07)	(0.06)

State of Companys Affairs

Your Directors wish to inform you that during the current financial year ended March 31, 2024, the sales and other income of the Company were Rs. 129.72 lakhs in comparison of Rs. 217.71 Lakhs for the Financial Year ended on March 31, 2023. During the Financial Year 2023 24 the company incurred Net Loss before tax of Rs. 216.22 Lakhs against Net loss before tax of Rs. 187.51 lakhs in the previous year.

Dividend

Due to losses incurred by the company during the year, the directors do not recommend any dividend.

IPO Fund Utilization

The details of IPO proceeds which have been utilized by the Company are as given under. The Company has utilized major portion of IPO proceeds for expansion as and when the correct opportunity and favorable market conditions were available. However, insignificant portion of the proceeds remaining amounts of Rs.76.98 lakhs have been attached / adjusted by government authorities against disputed dues.

Directors and Key Managerial Personnel

The Suspended Board comprises of 6 directors comprising of 2 promoter directors, 1 professional director and 3 independent directors including one woman director. Definitionof ‘Independent Director is derived from Regulation 16(b) of the SEBI LODR and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors under section 149(7) of the Companies Act 2013 and on evaluation of the relationships disclosed, the Non-Executive Independent Directors – Mr. Bhau Dhure. Mr. Tushar Momaiyah and Mrs. Dhara Atul Shah are considered as Independent Directors, who are not liable to retire by rotation.

In compliance with the requirements of Section 203 of the Companies Act, 2013, Mr. Nandlal Goenka, Chairman,

Mr. Navneet Goenka, Vice Chairman & Managing Director and CFO and, Ms. Dolly Kuwadia, Company Secretary & ComplianceOfficerof the Company continued as Key Managerial Personnel. Mr. Sourabh Malpani is at present

IRP of the company.

Directors Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013 (‘the Act), in relation to the Annual Financial Statements for the Financial Year 2023-2024, your Directors, to the best of their knowledge and ability, confirm

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable Ind As, which is adopted first time in preparation of financial statements for the year ended March 31, 2024 as per the applicable laws and rules and regulations for the time being in force the read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;

b) the Directors 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 as at March 31, 2024 and of the loss of the Company for the year ended on that date;

c) the Directors 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) the directors have prepared the annual accounts on a "going concern" basis. However, the Statutory Auditors have expresses doubts on the ability of the company to continue as a going concern.

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively, except that the credit given to the overseas buyers in the previous year(s). The present outstanding amount of debtors receivable is majorly due to the credit sales made in the previous year(s). Likewise, the payments of statutory dues and bank dues need to be regularized, though the same is the result of the liquidity crunch the company is presently facing mainly due to extending credit to buyers. The company has initiated legal proceedings against the debtors in the respective courts.

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Subsidiary Company and Consolidated Financials

In compliance with Section 129 of the Act, a statement containing requisite details including performance and financial position of each of the subsidiary companies is annexed to this report in Form AOC-1 As per the requirements of the Securities and Exchange Board of India (Listing Obligation and Disclosure

Requirements) Regulations, 2015, and other rules and regulations as may be applicable from time to time, the audited consolidated financial statements of your company is prepared in accordance with applicable Indian

Accounting Standards (Ind AS) are enclosed herewith

Board Evaluation

Evaluation of performance of Independent Directors is not applicable as the Board is suspended.

Remuneration Policy

The current policy is an appropriate mix of executive and independent directors to maintain the independence of the Board. The Nomination & Remuneration Committee framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel, Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013. No remuneration has been paid to the Directors after appointment of first IRP by the NCLT as board stands suspended.

The salient features of the Remuneration Policy are stated in the Corporate Governance Report.

Deposits and Unclaimed Dividend

During the year under review, your company has not accepted any public deposit under Chapter V of the Companies Act, 2013.

During the year under review, pursuant to section 124 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016 (the "Rules") framed there under,

Number of Meetings of the Board

2023-2024, on May 30, 2023, August 14, 2023, November 09, 2023, and TheBoard metFourtimesinfinancial February 14, 2024. The maximum interval between any two meetings did not exceed 120 days.

Details of Committees of the Board

The Company has following Committees of the Board:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

1. Audit Committee

The Present Audit Committee comprises namely Mr. Bhau Dhure, Mr. Navneet Goenka, Mrs. Dhara Shah and Mr. Tushar Momaiyah.

Mr. Bhau Dhure – Chairman

Mr. Navneet Goenka – Member. Mrs. Dhara Shah – Member. Mr. Tushar Momaiyah – Member

All the recommendations made by the committee were accepted by the Board

2. Nomination and Remuneration Committee

The Present Nomination and Remuneration Committee comprises namely Mrs. Dhara Shah, Mr. Bhau Dhure and Mr. Tushar Momaiyah.

Mr. Tushar Momaiyah – Chairman Mrs. Dhara Shah – Member Mr. Bhau Dhure – Member

All the recommendations made by the committee were accepted by the Board.

3. Stakeholders Relationship Committee

The Present Stakeholders Relationship Committee comprises namely Mr. Bhau Dhure, Mr. Navneet Goenka and Mrs. Dhara Shah.

Mr. Bhau Dhure – Chairman Mr. Tushar Momaiyah – Member Mrs. Dhara Shah – Member All the recommendations made by the committee were accepted by the Board.

The details of the meetings held and attendance of the members of the above committees of the Board are provided in the Corporate Governance report.

Statutory Auditors

M/s. Ummed Jain & Co., (Firm Regn. No. 119250W) Chartered Accountant, Mumbai Statutory Auditors of the Company, was re-appointed as statutory auditor of the company, to hold office from the conclusion of Annual

General Meeting held for the Financial Year ended march 31, 2023 to the conclusion of the Annual General Meeting for the Financial Year ended march 31, 2027.

Auditors Report

In respect of the observations made by Auditors in their report, your Directors wish to state that the replies in that respect have been given in the Directors Report in a separate section.

Secretarial Auditor

The Board has appointed Mr. Vishal N. Manseta, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2023-2024. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed to this Report.

Secretarial Audit Report

In respect of the observations made by Secretarial Auditor in his report, your Directors wish to state that the replies in that respect have been given in the Directors Report in a separate section.

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material. Accordingly, the particulars of the transactions as prescribed in Form AOC-2 of the rules prescribed under Chapter IX relating to Accounts of Companies under Companies Act, 2013 are not required to be disclosed as they are not applicable.

Members are requested to refer Note 34 and 41 to the Standalone financial statements which sets out related party disclosures.

As per Regulation 23 of the SEBI LODR, the Board has adopted a ‘Policy on Materiality of Related Party

Transactions and Dealing with Related Party Transactions which may be accessed on the Companys website i.e. www.goenkadiamonds.com

Extract of Annual Return

The extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Act read with Companies

(Management & Administration) Rules, 2014 is annexed to this report as on March 31, 2024.

Sexual Harassment

The Company is committed to provide a safe and conducive work environment to its employees and has detailed procedure for the redressal of complaints pertaining to sexual harassment. Your Directors further state that during the year under review, there were no cases filed pursuant to the sexual harassment at workplace.

Material Changes and Commitments, affecting the financial position of the

During the current financialyear the honble NCLT has appointed IRP in December 2022, the company is going through IBC Process. The board of directors of the company stands suspended since the order is passed to appoint IRP. The operations of the company are under supervision of the IRP, presently Mr. Sourabh Malpani is the IRP of the company, looking after entire CIRP process as well as monitoring the operations of the company. Entire Board stands suspended as per the applicable provisions.

None of the suspended directors has any power whatsoever in relation to decision making in context of the company. All the decisions are with prior permission of the IRP.

There have been nomaterialchangesandcommitments,affectingthefinancialposition of the Company which occurred between the end of the financial year to which the financial statements relate Lead Bank Punjab National Bank, on behalf of all consortium banks, had issued fresh notice u/s 13(2) of the

SARFAESI Act (after withdrawing its earlier notice) on October 22, 2018 for an amount of Rs. 216.62 crores owed by company to the consortium banks (excluding dues of one bank) and Asset Reconstruction Company up to March 31, 2018 and subsequently issued possession notices for companys properties and thereafter for sale of secured assets of the company which was stayed by DRT-1, Mumbai vide its order dated December 30, 2019.

Further, Punjab & Sind Bank (one of the consortium bank) has issued separate notice u/s 13(2) of the SARFAESI

Act on January 07, 2020 for recovery of an amount of Rs. 77.26 Crores (including interest upto December 31, 2019) within 60 days of the receipt of notice, which as per the management is already covered under the above stay order by DRT. Further, Mumbai DRT has also issued summons dated June 3, 2019 on application made by

Punjab & Sind Bank (one of the consortium bank) under section 19(4) of The Recovery of Debts due to Banks and

Financial Institution Act, 1993 for recovery of an amount of Rs. 56.92 crores owed by company to the bank, against which company has filed appeal. The Corporation Bank (one of the consortium bank) has filed petition with National Company Law Tribunal under Section 7 of the Insolvency and Bankruptcy Code, 2016 for initiating corporate insolvency resolution process which are still pending for hearing. Further on appilcation by the Corporation Bank, DRT- Mumbai has also issued summons dated September 16, 2020 under The Recovery of Debts due to Banks and Financial Institution Act, 1993 for recovery of Rs.30.41 crs, the proceeding for which is still pending. Four lender banks up to the reporting date have already transferred and assigned its outstanding dues against company to an Asset Reconstruction Company. In previous year State Bank of India has accepted the One Time Settlement (OTS) proposal submitted by the Company and the company during the period has paid full amount as per settlement terms. However, OTS proposal submitted to other banks has been rejected by the banks and they have requested to improve the OTS proposal. However, the directors will intimate the members of the company and the regulators from time to time as per the regulations as may be applicable from time to time.

Details of significant and material orders passed by the concern status and the Companys operations in future

The Honble NCLT has passed order admitting the companys case into CIRP process. The first IRP was appointed in December 2022, subsequently IRP was changed in April 2023. At present Mr. Sourabh Malpani is IRP of the Company, as on date of this report there is no material outcome with regards to the insolvency process.

Corporate Social Responsibility

The provisions related to Corporate Social Responsibility as mentioned in the Act are not applicable to the company.

Risk Management Policy

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Companys management systems, organizational structures, processes, standards, code of conduct and behaviors govern how the company conducts the business and manages associated risks. At present the company is going through CIRP.

Internal Financial Controls

The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively, except that the credit given to the overseas the previous year(s). The present outstanding amount of debtors receivable is majorly due to the credit sales made in the previous year(s). Likewise, the payments of statutory dues and bank dues need to be regularized, though the same is the result of the liquidity crunch the company is presently facing mainly due to extending credit to buyers. The company has initiated legal proceedings against the debtors in the respective courts. The board has monitored till November 2022, subsequently board was suspended and company is under control of IRP till date of this report.

Share Capital

The paid up equity share capital of the Company as on March 31, 2024 was Rs. 31,70,00,000/- During the year under review, the Company has not issued shares with differential voting rights and sweat equity shares.

Vigil Mechanism

The Company has established Vigil Mechanism and adopted Whistle blower policy for its directors and employees to report concern about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The mechanism provides adequate safeguards against victimization of persons who use such mechanism. Protected disclosures can be made by a whistle blower through an e-mail or dedicated telephone line or a letter to the senior executives or to the Chairman of the Audit Committee. During year under review, no personnel were denied access to the Audit Committee.

Corporate Governance

As per SEBI LODR, a separate section on corporate governance practice which is followed by your Company, together with a certificate from Mr. Vishal N. Manseta, Practicing Company Secretary is given in this annual report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The prescribed particulars of employees required under section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached and form part of this report.

Green Initiatives

Electronic copies of the Annual Report 2022-23 and Notice of the 33^rd Annual General Meeting are sent to all members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addresses are requested to register their email ids with their DPs in order to cooperate with the company in implementation of green initiative; and help to protect the environment.

	On behalf of the Board of Directors
	For Goenka Diamond and Jewels Limited
	NANDLAL GOENKA	NAVNEET GOENKA
	Director of Suspended Board	Director of Suspended Board
Place: Mumbai
Date: November 14, 2024