Mini Diamonds (India) Ltd Directors Report.

To,

The Members

Mini Diamonds (India) Limited.

Your Directors are pleased to present the Thirty Second Annual Report of the Company along with Audited Financial Statements and Auditors Report for the financial year ended 31st March, 2019. The Management Discussion and Analysis report forms a part of this report.

The State of the Companys Affairs:

1. Key Financial Highlights:

The financial performance of your Company for the financial year ended 31st March, 2019 is summarized below:

Particulars Standalone Financials
For the year ended 31st March 2019 For the year ended 31st March 2018
Revenue from operations 1113494647 1222718588
Other Income 523796 782444
Total Income 1114018443 1223501032
Earnings before Depreciation and Amortization (14909765) 5173218
Less: Depreciation and Amortization 1150075 1578514
Net Profit before Exceptional items & Taxes (16059839) 3594704
Less: Exceptional items (Loss) (197590)
Net Profit for the year before Taxes (16059839) 3397114
Less: Provision for Taxes
Current Tax 1375000 1180000
Deferred Tax Assets (5831015) (815558)
(Excess)/ Short Provision for tax of earlier years -- --
Profit after tax (11603825) 3032672

Financial Performance

During the year under review your Company has reported a Total Revenue of INR 1,1134.94 (lakhs)/- out of which non-operating revenue is INR 5.24 lakhs/-. Total Revenue has decreased by INR 1092.24(lakhs)/- as compared to the previous year.

2. Dividend:

Your Directors have not recommended any dividend for the financial year ended 31st March, 2018 due to loss and keeping in view, the Companys performance during the current year.

3. Transfer to Reserves:

The Company has not transferred any amount to Reserves. Hence, the entire amount of profit/ loss for the year under review has been carried forward to the statement of profit and loss.

4. Material changes and commitments, if any, affecting the financial position of the company which has occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

No Material changes and commitments has occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

5. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given below:

(A) CONSERVATION OF ENERGY-

i. the steps taken or impact on conservation of energy : NIL ii. the steps taken by the company for utilising alternate sources of energy : NIL iii. the capital investment on energy conservation equipments : NIL

(B) TECHNOLOGY ABSORPTION, ADAPTATIONS & INNOVATION-

The Company has not carried out any specific research and development activities. The Company uses indigenous technology for its operations. Accordingly, the information related to technology absorption, adaptation and innovation is reported to be NIL.

(C)FOREIGN EXCHANGE EARNINGS AND OUTGO-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

Particular Financial Year 18-19 Financial Year 17-18
Earnings in Foreign Nil Nil
Currency
Expenses in Foreign Nil Nil
Currency

6. Change in the Nature of Business:

There has been no change in the nature of business of the Exchange during the year under review.

7. Annual return:

The extract of annual return for the financial year 2018-19 is attached in Annexure I. The latest amendment to Section 92 of the Companies Act, 2013 (yet to be notified) states that,

"Every company shall place a copy of the annual return on the website of the company, if any, and the web-link of such annual return shall be disclosed in the Boards report."

In consonance with the same the Company will place a copy of its Annual Return on its website and the same can be accessed by the shareholders at the below mentioned link: http://www.minidiamonds.net/mdil-financial-info/mini-diamonds-financial-info.htm

8. Fixed Deposits:

Your Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made thereunder.

9. Board Meetings:

The Board of Directors (herein after called as "the Board") met 9 (Nine) times during the Year under review.

Sr. No. Date of Meetings Venue and time of the meeting Directors present Directors to whom Leave of absence was granted
1 30thMay, 2018 Office No.- DE-8082 1) Upendra Shah None
Bharat Diamond 2) Himanshu Shah
Bourse, Bandra-Kurla 3) Dilip Shah
Complex, Bandra 4) Samay Koradia
(East), Mumbai- 5) Sameep Shah
400051 at 3.00 P.M. 6) Mihika Shah
2 13thAugust, Office No.- DE-8082 1) Upendra Shah None
2018 Bharat Diamond 2) Himanshu Shah
Bourse, Bandra-Kurla 3) Dilip Shah
Complex, Bandra 4) Samay Koradia
(East), Mumbai- 5) Sameep Shah
400051 at 3.00 P.M. 6) Mihika Shah
3 29thOctober, Office No.- DE-8082 1) Upendra Shah None
2018 Bharat Diamond 2) Himanshu Shah
Bourse, Bandra-Kurla 3) Dilip Shah
Complex, Bandra 4) Sameep Shah
(East), Mumbai-
400051 at 6.00 P.M.
4 21stNovember, Office no. DE-8082, 1) Upendra Shah None
2018 Bharat Diamond 2) Himanshu Shah
Bourse, Bandra-Kurla 3) Dilip Shah
Complex, Bandra 4) Sameep Shah
(East),
Mumbai ,Maharashtra
,400051 at 04.15 P.M.
5 11thDecember, Office no. DE-8082, 1) Upendra Shah None
2018 Bharat Diamond 2) Himanshu Shah
Bourse, Bandra-kurla 3) Dilip Shah
Complex, Bandra
(East),
Mumbai ,Maharashtra
,400051 at 04.00 P.M.
6 16th 0-7A, Floor-0,Nuseer 1) Upendra Shah None
January,2019 House, Mama 2) Himanshu Shah
ParmanandMarg 3) Dilip Shah
Opera House, Girgaon 4)
Mumbai 400004 at
06.00 P.M.
7 14th February, 0-7A, Floor-0,Nuseer 1) Upendra Shah None
2019 House, Mama 2) Himanshu Shah
Parmanand Marg 3) Dilip Shah
Opera House, Girgaon 4) Chintan Shah
Mumbai 400004 at 5) Usha Makwana
03.00 P.M. 6) Manoj Shah
8 06th March, 0-7A, Floor-0,Nuseer 1) Upendra Shah None
2019 House, Mama 2) Himanshu Shah
Parmanand Marg 3) Dilip Shah
Opera House, Girgaon 4) Chintan Shah
Mumbai 400004 at 5) Usha Makwana
12.00 P.M. 6) Manoj Shah
9 28th March, 0-7A, Floor-0,Nuseer 1) Upendra Shah None
2019 House, Mama 2) Dilip Shah
ParmanandMarg 3) Chintan Shah
Opera House, Girgaon 4) Usha Makwana
Mumbai 400004 at 5) Ronish Shah
06.00 P.M. 6) Manoj Makwana

10. Change in Directors and key managerial personnel.

Changes in Directors and key managerial personnel during the year and upto the date of the report is as follows:

• Mr. Vijay Gupta (Company Secretary and Compliance Officer) resigned from 30th May, 2018

• Ms. Ayushi Bathiya has been appointed as the Company Secretary and Compliance Officer of the Company from 30th May, 2019.

• Mr. Ronish Shah has been appointed as the Chief Financial Officer of the Company from 1st June, 2018.

• Ms. Mihika Shah (Independent Women Director) resigned office from 16th October, 2018.

• Mr. Samay Koradia (Independent Director) resigned office from 22nd October, 2018.

• Mr. Sameep Bharat Shah (Independent Director) resigned office from 4th December, 2018.

• Ms. UshaMakwana has been appointed as an Independent Woman Director of the Company from 16th January, 2019.

• Mr. Chintan Shah has been appointed as an Independent Director of the Company from 16th January, 2019.

• Ms. Manoj Makwana has been appointed as an Independent Director of the Company from 16th January, 2019.

• Mr. Himanshu Shah (Director) resigned office from 28th March, 2019.

• Mr. Ronish Shah has been appointed as an Additional Director on 28thMarch, 2019 andbeing eligible offers himself for appointment as a Director on the Board of the Company.

11. Statement on declaration given by the Independent Directors under section 149(6) of the companies Act, 2013:

Pursuant to Section 149 (4) of the Companies Act, 2013 read with The Companies (Appointment and Qualifications of Directors) Rules, 2014 the Central Government has prescribed that your Company shall have minimum two Independent Directors.

In view of the above provisions, your Company has following Independent Directors:

Sr. No. Name of the Independent Director Date of appointment Date of Cessation
1. SamayKoradia 29/05/2013 22/10/2018
2. Sameep Shah 30/07/2011 04/12/2018
3. Mihika Shah 29/05/2013 16/10/2018
4. UshaMakwana 16/01/2019 --
5. Chintan Shah 16/01/2019 --
6. ManojMakwana 16/01/2019 --

All the above Independent Directors meet the criteria of ‘independence prescribed under section

149(6) and have submitted declaration to the effect that they meet with the criteria of ‘independence as required under section 149(7) of the Companies Act, 2013.

12. Committees of Board:

With a view to have a more focused attention on business and for better governance and accountability, the Board has constituted the following mandatory committees viz. Audit

Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee.

The terms of reference of these Committees are determined by the Board and their functioning is reviewed from time to time.

Meetings of each of these Committees are convened by the respective Chairman of the Committee, who also informs the Board about the summary of discussions held in the Committee Meetings. The Minutes of the Committee Meetings are sent to all Directors individually and tabled at the Board Meetings.

A. Nomination and Remuneration Committee:

In accordance with Section 178 of the Companies Act, 2013 your Company had constituted a Nomination and Remuneration Committee consisting of 3 non-executive directors out of which not less than one-half are independent directors.

At the start of the Financial Year the Composition of the Committee was as under:

Chairman: Mr. SamayKoradia Non-Executive and Independent Director

Members: 1) Mr. Sameep Shah Non Executive and Independent Director 2) Ms. Mihika Shah Non-Executive and Independent Director

However, the Nomination and Remuneration Committee has since been re-constituted and as on the date of the report the Composition of the Committee was as under:

Chairman: Mr. Chintan Shah- Non-Executive and Independent Director Members: 1) Ms. ManojMakwana- Non-Executive and Independent Director 2) Ms. UshaMakwana-Non-Executive and Independent Director

Meetings of Nomination and Remuneration Committee:

Sr. No. Date of Meetings Venue of the meeting Members present Members to whom Leave of absence was granted
1 18thOctober, Office no. DE-8082, 1) Samay Koradia NIL
2018 Bharat Diamond Bourse, Bandra-kurla Complex, Bandra (East), Mumbai ,Maharashtra ,400051 2) Sameep Shah
2 28th March, 0-7A, Floor-0,Nuseer 1) Chintan Shah NIL
2019 House, Mama ParmanandMarg, Opera House, Girgaon Mumbai 400004 2) Manoj Makwana
3) Usha Makwana

The Nomination and Remuneration Committee has formulated policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 and the policy formulated by the Committee is attached herewith in Annexure II.

B. Audit Committee:

The Audit Committee acts as a link between the statutory &internal auditors and the Board of Directors. It assists the Board in fulfilling its oversight responsibilities of monitoring financial reporting processes, reviewing the Companys established systems and processes for internal financial controls, governance and reviewing the Companys statutory audit activities. The

Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Composition of the Committee at the start of the Financial year was as under:

Chairman: Mr. Sameep Shah Non-Executive and Independent Director Members: 1) Mr. SamayKoradia Non-Executive and Independent Director 2) Ms. Mihika Shah Executive Director

However, the Audit Committee has since been re-constituted and as on the date of the report the Composition of the Committee was as under:

Chairman: Mr. Chintan Shah- Non-Executive and Independent Director Members: 1) Ms. ManojMakwana- Non-Executive and Independent Director 2) Mr. Upendra Shah Managing Director

Secretary: Mr. Vijay Gupta, Company Secretary of the Company acted as Secretary of the Committee. However he resigned w.e.f. from 30thMay, 2018 & Ms. Ayushi Bathiya who was appointed as the Company Secretary and Compliance Officer of the Company acted as the Secretary of the Committee w.e.f from 30th May, 2018.

*Meetings of Audit Committee:

Sr. No. Date of Meetings Venue of the meeting Members present Members to whom Leave of absence was granted
1. 28th May, Office No.- DE-8082 1) Sameep Shah None
2018 Bharat Diamond 2) SamayKoradia
Bourse, Bandra-Kurla 3) MihikaShah
Complex, Bandra (East),
Mumbai-400051
2. 13th August, Office No.- DE-8082 1) Sameep Shah None
2018 Bharat Diamond 2) SamayKoradia
Bourse, Bandra-Kurla 3) Mihika Shah
Complex, Bandra (East),
Mumbai-400051
3. 28th Office No.- DE-8082 1) Sameep Shah None
September, Bharat Diamond 2) SamayKoradia
2018 Bourse, Bandra-Kurla 3) Mihika Shah
Complex, Bandra (East),
Mumbai-400051
4. 2nd February, 0-7A, Floor-0,Nuseer 1) ManojMakwana None
2019 House, Mama 2) Chintan Shah
ParmanandMarg Opera 3) Upendra Shah
House, Girgaon Mumbai
400004

*Since Mr. Sameep Koradia and Ms. Mihika Shah had resigned during the month of October, the Audit Committee could not be validly constituted. Therefore, no Audit Committee Meeting could be heldto approve the Unaudited Financials of the Company for the Quarter ended 30th September, 2018. The same had been directly taken up by the Board of the Company in their Board Meeting held on 21st November, 2018.

The functions of the Audit Committee are broadly:

  1. Overview of the companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
  2. Review and monitoring of internal control system and compliance of audit observations of the Auditors.
  3. Review of the financial statements before submission to the Board.
  4. (d) Supervision of other financial and accounting matters as may be referred to by the Board.

  5. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of internal control systems
  6. Discussing with statutory auditors before the audit commences, about the nature and scope of audit as well as have post-audit discussion to ascertain any area of concern.
  7. Reviewing the companys financial and risk management policies.

(h) Overseeing vigil mechanism for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate and exceptional cases.

C. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee was formulated to ensure that quality and efficient services to the investors and to align & streamline the process of share transfer/ transmission, Committee is responsible for transfer/transmission of shares, satisfactory redressal of investors complaints and recommends measures for overall improvement in the quality of investor services.

The Composition of the Committee at the start of the Financial year was as under:

Chairman: Mr. Sameep Shah Non-Executive and Independent Director Members: 1) Mr. SamayKoradia Non-Executive and Independent Director 2) Ms. Mihika Shah Executive Director

However, the Committee has since been re-constituted and as on the date of the report the Composition of the Committee was as under:

Chairman: Mr. Chintan Shah- Non-Executive and Independent Director Members: 1) Ms. ManojMakwana- Non-Executive and Independent Director

2) Mr. Upendra Shah Managing Director

Meeting of the Committee was as under:

Sr. No. Date of Meetings Venue of the meeting Members present Members to whom Leave of absence was granted
1 14th February, 2019 0-7A, Floor-0,Nuseer House, Mama ParmanandMarg Opera House, Girgaon Mumbai 400004 1. Manoj Makwana None
2. Chintan Shah
3. Upendra Shah

D. INDEPENDENT DIRECTORS MEETING:

The Meeting of the Independent Directors of the Company was held on 14th February, 2019 to review the performance of non-independent Directors and Board as a whole, to assess the quality, quantity and flow of information between the management and the board. Such meeting was attended by all the Independent Directors of the Company

13. Internal Control Systems and Its Adequacy:

The Company has in place well defined and adequate internal financial controls and the same were operating effectively throughout the year.

The Company has timely statutory audit and procedural checks in place. The Board evaluates the efficacy and adequacy of internal control system, its compliance with operating systems and policies of the Company and accounting procedures at all locations of the Company. Based on the process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

14. Internal Control over Financial Reporting (ICFR):

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year such controls were tested and no reportable material weakness in the design or operations were observed. The company has policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

15. The vigil mechanism:

The Company has a vigil mechanism to report concerns about unethical behavior, actual / suspected frauds and violation of Companys Code of Conduct or Ethics Policy. Protected disclosures can be made by a whistle blower through several channels. The Audit Committee of the Board oversees the functioning of Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the Listing Agreement. The said Mechanism is established for directors and employees to report their concerns. The procedure and other details required to be known for the purpose of reporting such grievances or concerns are uploaded on the website of the Company.

16. Familiarisation Program for the Independent Directors:

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has put in place a Familiarization Program for the Independent Directors to familiarize them with the working of the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc.

17. Qualification given by the Auditors:

A. Qualification Given by the Statutory Auditors:

The Auditors have not given any qualification in their Audit Report for the Financial Year 2018-19.

B. Qualification Given By the Secretarial Auditor:

Secretarial Auditors have given 4 Qualifications for the Financial Year 2018-19; the

Boards reply to them is as follows:

Qualifications: 1. As per Regulation 31(1) of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the listed entity shall submit to the Stock Exchange a statement showing holding of securities and shareholding pattern in the specified format, on a quarterly basis, within twenty- one days from the end of each quarter, however, the Company has delayed in submitting the same for the quarter ended 31st September, 2018.

2. As per regulation 31(2) of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the listed entity shall ensure that hundred percent of shareholding of promoter(s) and promoter group is in dematerialized form and the same is maintained on a continuous basis in the manner as specified by the Board. Shareholding of the Promoters Group of company is not in dematerialized form; however the Company has initiated the process for the same and shall comply with the Regulation 31(2) of LODR in due course of time.

3. As per regulation 33(3) of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the listed entity shall submit to the stock exchange the quarterly financial results within forty- five days from the end of each quarter, however, the Company has not complied with the same for the quarter ended 31st, September, 2018.

Boards reply: The Board undertakes to ensure that the compliances to be carried out by the Company shall not be delayed henceforth. Also, your Board is in talks with the Promoter Group to ensure that their shareholding is converted into dematerialized form.

4. As per Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (As amended on 21st January, 2019) the listed entity is required to formulate various policies for prohibition of Insider Trading, however, the same has not been formulated by the Company.

Boards reply: The Board was under the impression that the existing policy of the

Company is adequate to ensure that Insider Trading is curbed and will now undertake to incorporate the latest amendments in its Policy

18. Risk Management:

The Board of Directors of your Company have identified industry specific risk and other external, internal, political and technological risk which in opinion of the board are threat to the Company and Board has taken adequate measures and actions which are required to take for diminishing the adverse effect of the risk.

19. Particulars of Loans, Guarantees or Investments:

Pursuant to section 186 of Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), disclosure on particulars relating to Loans, advances, guarantees and investments are provided as part of the financial statements and also detailed in Annual Report.

20. Annual Evaluation by the Board of Its Own Performance and that of Its Committees and Individual Directors: During the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

Having regard to the industry, size and nature of business your company is engaged in, the evaluation methodology adopted is, in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose.

21. Statutory Auditors:

M/s. Mittal & Associates (Firm Registration No. 106456W) have been appointed as the Statutory Auditor of the Company for a period of 5 years at the Annual General Meeting held on 29th September, 2018 till the conclusion of the Annual General Meeting to be held in the year 2023.

22. Secretarial Auditor:

Your Company has appointed Pramod S. Shah & Associates as Secretarial Auditor, according to the provision of section 204 of the Companies, Act 2013 for conducing secretarial audit of Company for the financial year 2018 19. Report issued by the Secretarial Auditor is annexed to

Boards Report as Annexure III.

23. Related Party Transactions:

All transactions entered into with related parties during the year were on arms length basis, in the ordinary course of business and in line with the threshold of materiality defined in the

Companys policy on Related Party Transactions. There have been no materially significant related party transactions between the Company and related parties except for those disclosed in the financial statements.

All Related Party Transactions are placed on a quarterly basis before the Audit Committee and also before the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature.

The particulars of contracts or arrangements with related parties referred to in section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as Annexure IV of this Annual Report.

24. Significant and Material Orders Passed by the Regulators or Courts:

Honble Additional Chief Metropolitan Magistrate, 40th Court:

Registrar of Companies Mumbai, has filed a complaint against the Company and Managing Director of the Company for non filing of three copies of Balance Sheet and Profit and Loss Account together with all documents required to be attached / annexed, pursuant to provisions of 220(3) of the Companies Act, 1956. The Company has appointed Advocate to appear and present the case on behalf of the Company. Advocate is in total control of the proceedings and has proper and timely devised procedure in place to appear and present the case.

25. Obligation of The Company Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 every Company is required to constitute an Internal Complaints Committee to look into the complaints relating to sexual harassment at work place for every woman employee.

Your Company has always believed in providing a safe and harassment free workplace for every individual through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

During the year ended 31 March, 2019, no complaints have been received pertaining to sexual harassment.

The Company also adheres to the system in conformity with providing a safe workplace to all employees.

i. the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ii. 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. {There was no complaint received from any employee during the financial year 2018 19 and hence no complaint is outstanding as on 31st March, 2019 for redressal}.

26. Revision Of Financial Statement Of The Company/The Report Of The Board:

The Financial Statement of the Company and Boards Report has not been revised during the Financial Year 2018 -2019 as per Section 131 of the Companies Act, 2013.

27. Details Of New Subsidiary/ Joint Ventures/Associate Companies:

The Company does not have any Subsidiary / Joint Ventures / Associate Companies of the Company.

28 . Directors Responsibility Statement:

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating management, your Directors make the following statement and confirm that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had 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 and loss of the company for that period;

(c) The directors had 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;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) 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.

(f) 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.

29 . The State of Companys Affairs:

The company is indulged in cutting and polishing of Diamonds and trading of the same.

30. Management Discussion and Analysis:

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, the Management Discussion and Analysis Report on your Companys performance, industry trends and other material changes with respect to your Company and its subsidiaries, wherever applicable, are presented in a separate section forming a part of this Annual Report

31. Corporate Social Responsibility:

The company has not fallen under the criteria of Section 135 of the Companies Act, 2013 to constitute a committee and to spend in CSR activity. However, your company assure that it will comply with Section 135 when the section will be applicable on company.

32. Disclosure of Remuneration Paid to Director and Key Managerial Personnel and Employees:

Information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure V to this report.

A statement containing the names of the top ten employees in terms of remuneration drawn as required pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annual Report. However, there was no employee in the Company drawing remuneration in excess of limit specified in Rule 5(2) (i) to (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence, no such details are provided.

The further details with regard to payment of remuneration to Directors and Key Managerial Personnel are provided in Form No. MGT 9- Extract of annual return appended as Annexure I.

33. Participation in the Green Initiative:

Your Company continues to wholeheartedly participate in the Green Initiative undertaken by the Ministry of Corporate Affairs (MCA) for correspondences by Corporate to its Members through electronic mode. All the Members are requested to join the said program by sending their preferred e-mail addresses to the Registrar and Share Transfer Agent.

34. Compliance with Secretarial Standards:

The Company has complied with all the clauses of Secretarial Standards issued and notified by Institute of Company Secretaries of India.

35. Corporate Governance Report:

In accordance with the provisions of Schedule V Part C of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, every Company has to annex a Corporate Governance Report along with its Annual Report. However, Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 exempts your Company from the applicability of the annexing such a Corporate Governance Report.

However, your Company has decided to provide a Corporate Governance Report along with the Board Report as a sign of good governance and to ensure transparency in its functioning.

36. Code Of Conduct Compliance:

All members of the Board and Senior Management have affirmed compliance to the Code of Conduct for the Financial Year 2018-19. A declaration signed by the Managing Director affirming compliance with the Companys Code of Conduct by the Board of Directors and Senior

Management for the Financial Year 2018-19 as required under Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in the Corporate Governance Report which is appended and forms part of this Report.

37. Acknowledgement

Your Directors place on record their sincere gratitude for the assistance, guidance and cooperation the Company has received from all stake holders. The Board further places on record its appreciation for the dedicated services rendered by the employees of the Company.

For and on behalf of the Board
Sd/- Sd/-
Upendra Shah Ronish Shah
DIN: 00748451 DIN: 03643455
Managing Director CFO
Place: Mumbai
Date: 14/08/2019