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Mini Diamonds (India) Ltd Directors Report

92.12
(-2.00%)
Jul 18, 2024|12:00:00 AM

Mini Diamonds (India) Ltd Share Price directors Report

To,

The Members

Mini Diamonds (India) Limited.

Your Directors are pleased to present the Thirty Sixth Annual Report of the Company along with Audited Financial Statements and Auditors Report for the financial year ended 31st March, 2023. 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, 2023 is summarized below:

Particulars For the year ended 31st March 2023 For the year ended 31st March 2022
Revenue from operations 1,69,51,59,306 90,68,27,759
Other Income 34,148 1,717
Total Income 1,69,51,93,454 90,68,29,476
Expenses 1,68,97,46,762 90,46,13,021
Net Profit before Exceptional items & Taxes 54,46,692 22,16,455
Less: Exceptional items (Loss) ---- ----
Net Profit for the year before Taxes 54,46,692 22,16,455
Less: Provision for Taxes
Current Tax ---- ----
Deferred Tax Assets (1,92,165) 80,359
(Excess)/ Short Provision for tax of earlier years ---- ----
Profit after tax 56,38,857 21,36,096

1. Financial Performance:

During the year under review your Company has reported a T otal Revenue of INR 1,69,51,93,454 /-. Total Revenue has increased by 78,83,63,978/- as compared to the previous year.

2. Dividend:

Your Directors have not recommended any dividend for the financial year ended 31st March, 2023 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:

After the end of Financial Year 2022-23 and before the reporting period, Company has obtained in-principle approval from Bombay Stock Exchange for issue of Equity Shares on Preferential as on Tuesday, 12th June, 2023 and resolution adopted at Extra Ordinary General Meeting held on Wednesday, 05th October, 2023 for 1,19,116 (One Lakh nineteen thousands one hundred and sixteen) Number of shares.

The Company made the allotment of above shares on Friday, 23rd June,2023 in the Board Meeting.

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 22-23 Financial Year 21-22
Earnings in Foreign Currency Nil Nil
Expenses in Foreign Currency Nil Nil

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:

As per the amendment, in Rule 12 of the Companies (Management and Administration) Rule, 2021 the requirement of extract of Annual Return in Form MGT-9 is omitted. As per the amendment, every company shall place a copy of the annual return in form MGT-7 on its website and the web link of such annual return shall be disclosed in the Board’s report. The Annual Return of the Company in Form MGT-7 has been uploaded on the website of the Company and is available at the following link: https://www.minidiamonds.net/investors-types/annual-return

8. Fixed Deposits/Deposits:

During the year under review your Company has not accepted or invited any fixed deposits from the public and there were no outstanding fixed deposits from the public as on the Balance Sheet date.

Your Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

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 and Key Managerial Personnel present Director s to whom Leave of absence was granted
1 24th May, 2022 DW-9020, Bharat Diamond Bourse, Bandra Kurla Complex, Bandra East, Mumbai - 400051 1) Upendra Shah None
2) Dilip Shah-
3) Chintan Shah
4) Ronish Shah
5) Niharika Roongta
6) Narayanbhai Kevadia
7) Prashant Chauhan - CFO
8) Ayushi Bathiya - CS
2 30th May, 2022 DW-9020, Bharat Diamond Bourse, Bandra Kurla Complex, Bandra East, Mumbai - 400051 1) Upendra Shah None
2) Dilip Shah-
3) Chintan Shah
4) Ronish Shah
5) Niharika Roongta
6) Narayanbhai Kevadia
7) Prashant Chauhan - CFO
8) Ayushi Bathiya - CS
3 12th August, 2022 DW-9020, Bharat Diamond Bourse, Bandra Kurla Complex, Bandra 1) Upendra Shah None
2) Dilip Shah-
3) Chintan Shah
4) Ronish Shah
East, Mumbai - 400051 5) Niharika Roongta
6) Narayanbhai Kevadia
7) Prashant Chauhan - CFO
8) Ayushi Bathiya - CS
4 02nd September, 2022 DW-9020, Bharat Diamond Bourse, Bandra Kurla Complex, Bandra East, Mumbai - 400051 1) Upendra Shah None
2) Dilip Shah-
3) Chintan Shah
4) Ronish Shah
5) Niharika Roongta
6) Narayanbhai Kevadia
7) Prashant Chauhan - CFO 8) Ayushi Bathiya - CS
5 09th September, 2022 DW-9020, Bharat Diamond Bourse, Bandra Kurla Complex, Bandra East, Mumbai - 400051 1) Upendra Shah None
2) Dilip Shah-
3) Chintan Shah
4) Ronish Shah
5) Niharika Roongta
6) Narayanbhai Kevadia
7) Prashant Chauhan - CFO
8) Ayushi Bathiya - CS
6 12th September, 2022 DW-9020, Bharat Diamond Bourse, Bandra Kurla Complex, Bandra East, Mumbai - 400051 1) Upendra Shah None
2) Dilip Shah-
3) Chintan Shah
4) Ronish Shah
5) Niharika Roongta
6) Narayanbhai Kevadia 7) Prashant Chauhan - CFO
8) Ayushi Bathiya - CS
7 26th September, 2022 DW-9020, Bharat Diamond Bourse, Bandra Kurla 1) Upendra Shah None
2) Dilip Shah-
3) Chintan Shah
Complex, Bandra East, Mumbai - 400051 4) Ronish Shah
5) Niharika Roongta
6) Narayanbhai Kevadia
7) Prashant Chauhan - CFO
8) Ayushi Bathiya - CS
8 14th November, 2022 DW-9020, Bharat Diamond Bourse, Bandra Kurla Complex, Bandra East, Mumbai - 400051 1) Upendra Shah None
2) Dilip Shah-
3) Chintan Shah
4) Ronish Shah
5) Niharika Roongta
6) Narayanbhai Kevadia
7) Prashant Chauhan - CFO
8) Ayushi Bathiya - CS
9 08th February, 2023 DW-9020, Bharat Diamond Bourse, Bandra Kurla Complex, Bandra East, Mumbai - 400051 1) Upendra Shah None
2) Dilip Shah-
3) Chintan Shah
4) Ronish Shah
5) Niharika Roongta 6) Narayanbhai Kevadia
7) Prashant Chauhan - CFO
8) Ayushi Bathiya - CS

10. Change in Directors and key managerial personnel:

Mr. Dilip Shah Jaswant retires by Rotation and being eligible, offers himself for re-appointment in the ensuing Annual General meeting.

Mr. Narayanbhai Kevadia was regularized as Director in Extra Ordinary General Meeting held on Friday,17th June, 2022.

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

All the Independent Directors have given their declaration to the Company stating their independence pursuant to Section 149(6) and Regulation 16(1) (b) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority. In the opinion of Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience including the proficiency.

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:

1) Mr. Chintan Shah- Non-Executive and Independent Director - Chairman

2) Ms. Niharika Roongta - Non-Executive and Independent Director - Member

3) Mr. Dilip Jaswant Shah -Non-Executive Director - Member

Throughout the Financial Year 2022-23, there has been no change in the Composition of the Nomination and Remuneration Committee. Therefore, at the end of the Financial Year the Composition of the Committee of Nomination and Remuneration remains same.

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 26th May,2022 DW-9020, Bharat Diamond Bourse, Bandra Kurla Complex, Bandra East, Mumbai -400051 1) Chintan Shah 2) Ms. Niharika Roongta 3) Mr. Dilip Jaswant Shah NIL
2 05 th September,2022 DW-9020, Bharat Diamond Bourse, Bandra Kurla Complex, Bandra East, Mumbai -400051 1) Chintan Shah 2) Ms. Niharika Roongta 3) Mr. Dilip Jaswant Shah NIL
3 21st March,2023 DW-9020, Bharat Diamond Bourse, Bandra Kurla Complex, Bandra East, Mumbai -400051 1) Chintan Shah 2) Ms. Niharika Roongta 3) Mr. Dilip Jaswant Shah NIL

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 I.

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 Company’s established systems and processes for internal financial controls, governance and reviewing the Company’s 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:

1) Mr. Chintan Shah -Non-Executive and Independent Director - Chairman

2) Ms. Niharika Roongta - Non-Executive and Independent Director - Member

3) Mr. Upendra Shah - Managing Director - Member

Throughout the Financial Year 2022-23, there has been no change in the Composition of Audit Committee. Therefore, at the end of the Financial Year the Composition of Audit Committee remains same.

Meetings of Audit Committee:

Sr. No. Date of Meetings Venue of the meeting Members present Members to whom Leave of absence was granted
1. 30th May,2022 DW-9020, Bharat Diamond Bourse, Bandra Kurla Complex, Bandra East, Mumbai -400051 1) Niharika Roongta None
2) Chintan Shah
3) Upendra Shah
2. 12th August,2022 DW-9020, Bharat Diamond Bourse, Bandra Kurla Complex, Bandra East, Mumbai -400051 1) Niharika Roongta None
2) Chintan Shah
3) Upendra Shah
3. 05th September,202 2 DW-9020, Bharat Diamond Bourse, Bandra Kurla Complex, Bandra East, Mumbai -400051 1) Niharika Roongta None
2) Chintan Shah
3) Upendra Shah
4. 14th November, 2022 DW-9020, Bharat Diamond Bourse, Bandra Kurla Complex, Bandra East, Mumbai -400051 1) Niharika Roongta None
2) Chintan Shah
3) Upendra Shah
5. 08th February, 2023 DW-9020, Bharat Diamond Bourse, Bandra Kurla Complex, Bandra East, Mumbai -400051 1) Niharika Roongta None
2)Chintan Shah
3)Upendra Shah

The functions of the Audit Committee are broadly:

(a) Overview of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

(b) Review and monitoring of internal control system and compliance of audit observations of the Auditors.

(c) Review of the financial statements before submission to the Board.

(d) Supervision of other financial and accounting matters as may be referred to by the Board.

(e) Reviewing, with the management, performance of statutory and internal auditors, and adequacy of internal control systems

(f) 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.

(g) Reviewing the company’s 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:

1) Mr. Chintan Shah -Non-Executive and Independent Director - Chairman

2) Ms. Niharika Roongta - Non-Executive and Independent Director - Member

3) Mr. Upendra Shah - Managing Director - Member

Meetings of Stakeholder Relationship Committee:

Sr. No Date of Meetings Venue of the meeting Members present Members to whom Leave of absence was granted
1 30th May,2022 DW-9020, Bharat Diamond Bourse, Bandra Kurla Complex, Bandra East, Mumbai - 400051 1. Niharika Roongta None
2. Chintan Shah
3. Upendra Shah
2 12th Augut,2022 DW-9020, Bharat Diamond Bourse, 1. Niharika Roongta None
Bandra Kurla Complex, Niharika Roongta
Bandra East, Mumbai - 2. Chintan Shah
400051 Chintan Shah
3. Upendra Shah
Upendra Shah
3 14th November,2022 DW-9020, Bharat Diamond Bourse, Bandra Kurla Complex, Bandra East, Mumbai - 400051 1. Niharika Roongta None
Niharika Roongta
2. Chintan Shah
Chintan Shah
3. Upendra Shah
4. 08th February,2023 DW-9020, Bharat Diamond Bourse, Bandra Kurla Complex, Bandra East, Mumbai - 400051 1. Niharika Roongta None
Niharika Roongta
2. Chintan Shah
Chintan Shah
3. Upendra Shah

D. INDEPENDENT DIRECTORS MEETING:

The Meeting of the Independent Directors of the Company was held on 30th May,2022 and 08th February, 2023 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 company’s 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 Company’s 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 202223.

B. Qualification Given by the Secretarial Auditor:

The Auditors have not given any qualification in their Audit Report for the Financial Year 2022-23.

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.

2 0. 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) who are the Statutory Auditors of your Company, hold office, in accordance with the provisions of the Companies Act, 2013 till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

Your Company has received letter from the retiring Auditor to the affect that their reappointment as Statutory Auditor, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and they are not disqualified for re-appointment within the meaning of sub-section 9 of Section 139 of the Companies Act, 2013

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 2022 - 23. Report issued by the Secretarial Auditor is annexed to Board’s Report as Annexure II.

23. Related Party Transactions:

All transactions entered into with related parties during the year were on arm’s length basis, in the ordinary course of business and in line with the threshold of materiality defined in the Company’s 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 III of this Annual Report.

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, 2023, 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 2022-23 and hence no complaint is outstanding as on 31st March, 2023 for redressal).

26. Revision of Financial Statement/Board Report of the Company:

The Financial Statement and Board’s Report of the Company has not been revised during the Financial Year 2022 -2023 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 Company’s 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 IV 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.

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:

Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 exempts your Company from the compliance of Regulation 17 to 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable. Accordingly, your Company has not annexed the Corporate Governance Report.

36. Details in respect of frauds reported by the auditors under section 143 (12) of companies act, 2013

There are no frauds reported by the Auditor which are required to be disclosed under Section 143 (12) of Companies Act, 2013.

37. Regarding opinion of the board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year.

During the year under review no independent directors were appointed whereas the Board on the opinion that all the Independent Directors of company possess integrity, expertise and experience as required in the Companies Act, 2013 and has required skill set for efficient functioning of the Company.

38. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future:

There were no significant orders passed by any of the Regulators or Courts or Tribunals, which has an impact on the operations of the Company or affecting the Going Concern status of the Company

39. Cost Records

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company

40. Disclosure under the Insolvency and Bankruptcy Code, 2016:

During the period under review, the Company has neither made any application and nor are any proceedings against the Company pending under the Insolvency and Bankruptcy Code, 2016.

41. Details regarding Valuation Report:

During the year under review, your Company has not entered into any One-Time Settlement with Bank’s or Financial Institutions and therefore, no details of Valuation in this regard is available.

42. 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 Mini Diamonds (India) Limited

Sd/- Sd/- Sd/- Sd/-
Upendra Shah Dilip Shah Prashant Chauhan AayushiBathiya
Managing Director Director CFO Company Secretary
DIN:00748451 DIN: 01114643 PAN: ARNPC9627K PAN: DICPB2619K

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