Professional Diamonds Ltd Directors Report.

To,

The Members

Your Directors are pleased to present their 30th Annual Report together with the Audited Financial Statements for the year ended 31st March, 2016.

FINANCIAL RESULTS

for the year ended 31.03.2016 (Rupees) for the year ended 31.03.2015 (Rupees)
Total Income 98,491 121,012
Gross Profit before Depreciation and Tax (3,99,27,274) (1,186,682)
Depreciation 904 904
Profit Before Tax (3,99,26,370) (1,187,586)
Provision for Tax - Current
- Adjustments
- Deferred (302,813)
Profit After Tax (3,99,26,370) (1,490,399)
Balance in Profit and Loss Account brought forward 8,026,220 9,516,619
Add: Excess/Short Provision for Tax - -
Less: Provision for Tax for earlier year - -
Profit Available for Appropriation (3,19,00,150) 8,026,220
Appropriation
Transfer to General Reserve
Balance Carried Forward (3,19,00,150) 8,026,220

OPERATIONAL REVIEW

The revenues during the year under review were Rs. 98,491 as against Rs. 121,012 in the previous year. Net Loss after tax during the year was Rs.3,99,26,370 as against a net loss of Rs. 14,90,399 in the previous year. During the year the company wrote off the amounts due from Bombay Diamonds Company Pvt Ltd (BDCPL) who owed Rs.3,92,61,338. The management of BDCPL have informed that they are unable to pay any further amounts as there are no activities since last three years and also that their property (fixed asset) is offered as collateral for the working capital limits enjoyed by their Associate concern Winsome Diamonds and Jewellery Limited. BDCPL further informed that the assets will not be released by the bankers till the time Winsome Diamonds and Jewellery Limited is able to clear its due to their bankers.

Your company is following from other companies, who are in default of payment, namely, Forever Diamonds Pvt Ltd and Winsome Diamonds and Jewellery Limited.

DIVIDEND

Your directors do not recommend any dividend for the year under consideration.

SHARE CAPITAL

There is no change in the share capital of the company during the year under review.

FIXED DEPOSIT

Your 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 INVESTMENTS

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The detail of investments made by the company is given in the notes to the financial statements.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The company has adequate internal control system commensurate with nature and size of its business .

CORPORATE SOCIAL RESPONSIBILITY

In view of the losses incurred during the year and the net worth & turnover below the prescribed limits, the provisions of Section 135 of the Companies Act, 2013 relevant to ‘Corporate Social Responsibility does not apply to the Company and therefore not required to constitute Corporate Social Responsibility Committee and has also not made any provisions towards the same.

DIRECTORS

During the year under review there were no changes in the Directors of the Company.

No. of Meeting

During the year 4(Four) board meetings on 30.05.2015, 14.08.2015, 09.11.2015 and on 11.02.2016 were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Declaration by Independent Director

All the Independent Directors have given their declaration of independence as required under Section 149(6) of the Companies Act, 2013, this has been recorded by the Board of Directors.

Board Evaluation

The Companies Act, 2013 mandates that formal 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 performance evaluation of Independent Directors shall be done by the entire Board, excluding the Director being evaluated. A separate meeting of the Independent Directors was convened which reviewed the performance of the Board (as a whole) and the non-independent Directors without the presence of any member of the management.

Some of the key criteria for the performance evaluation are as follows:

Performance evaluation of Directors :

- Attendance at Board or Committee meetings

- Contribution at the Board and committee meetings

- Guidance/support to management outside Board /committee meetings.

Performance evaluation of Board and Committees:

- Degree of fulfillment of key responsibilities

- Board structure and composition

- Establishment and delineation of responsibilities to committees

- Quality of relationship between Board and Management

- Effectiveness of Board processes, information and functioning.

directors responsibility statement

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

(i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures

(ii) that 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 at the end of the financial year ended 31st March, 2016 and of the loss of the Company for that financial year;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that 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 were operating effectively.

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

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15(2) of Chapter IV of SEBI(Listing Obligation and Disclosure Requirement) Regulations,2015 ‘Corporate Governance Report is not applicable to the Company and therefore Corporate Governance Report is not annexed to the Directors Report.

RELATED PARTY TRANSACTIONS

There are no related party transaction during the year under review and hence Form AOC-2 is not attached herewith.

SUBSIDIARY COMPANIES/JOINT VENTURE/ASSOCIATE COMPANIES

The company has two associate companies viz. Forever Diamonds Pvt Ltd and J R Diamonds Pvt Ltd . WHISTLE BLOWER POLICY

Although the company does not have any employee , the board of the company, keeping in view the statutory requirement of the Companies Act, have formed whistle blower policy.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code required pre-clearance for dealing the Companys shares and prohibits the purchase or sale of Companys shares by the Directors and designated employees while in possession of unpublished sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for the implementation of the Code.

AUDITORS AND AUDIT REPORT

Pursuant to section 139 of the Companies Act, 2013 and the rules framed thereunder Rishi Sekhri and Co., Chartered Accountants, Mumbai were appointed as statutory auditors of company from the conclusion of 28th Annual general meeting held on 29th September, 2014 till the conclusion of 32nd Annual General Meeting to be held in the year 2018, subject to ratification of their appointment at every AGM.

The observation and qualifications made in the Auditors Report (in italics) are followed by appropriate Boards reply and explanation (In Bold) as under:

Basis for Disclaimer of Opinion

A. In respect of trade receivables, which form a significant amount of the Companys assets, amounting to Rs. 76,30,861 the auditors have not received any confirmation of balances. The management has obtained confirmation of balances from the respective parties. The amounts have been outstanding for a considerable period of time taking into account the prevailing trade practice in respect of the Companys business. During the year the company has written off an amount of Rs. 3,92,61,338 receivable from Bombay Diamonds Company Private Limited as the company has conveyed its inability to pay any further amount. In view of the above we are unable to comment on the realisability of the debts, and any provision to be made for unrealisability in the carrying amounts of these balances and on the consequential impact on the financial statements.

The defaulting companies have assured of payments during the coming financial year as the situation improves. As far as the other company is concerned they have categorically replied that they are not in a position to make any further payments against their outstandings. Hence the management felt it prudent not to carry these balances in the books of account.

B The company has made long term investments in Forever Diamonds Pvt Ltd. and J R Diamonds Pvt Ltd amounting to Rs.321,800. The said investments continue to be valued at cost. In the absence of audited financial statements of the above mentioned companies we are unable to comment on the carrying costs of such investments and the provision for diminution in their value. We are unable to comment on the impact of provision for diminution in value of the investments on the financial statements The company made investments and valued them at costs since these are not very old investments. It is too premature to write off these investments.

C In view of what is stated above regarding recoverability of trade receivables and resultant write offs which form a significant amount of the Companys assets and the impact it could have on the Companys financials, we are unable to conclude on the ability of the company to carry on as a going concern.

As the customers indicated their willingness to make payments of the outstanding at the earliest as and their situation improves.

Disclaimer of Opinion

Because of the significance of the matters described in the Basis of Disclaimer of Opinion paragraph specifically relating to readability of Trade Receivables, we have not been able to obtain audit evidence to provide a basis for an audit opinion. Accordingly, we do not express an opinion on the financial statement.

SECRETARIAL AUDITOR AND HIS REPORT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Management Personnel) Rules, 2014 the Company has appointed Kamlesh M Shah & Co., Ahmedabad , Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as " Annexure A

The directors refer to the observations of the Secretarial Auditor and wish to state that the company is taking necessary steps to do the needful.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure B to the Boards report.

particulars of remuneration

Disclosures pertaining to remuneration and other details as required under section 197(12) of Companies Act, 2013 read with Rule 5(1), of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 -- Nil

None of the employees received remuneration in excess of the limits as prescribed in the information required pursuant to Section 197 read with sub rule (2) of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the company.

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

conservation of energy

The particulars regarding conservation of energy are not applicable to the Company as the company has no manufacturing activities.

technology absorption

In the absence of any production activity there is no need for any technology absorption.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review there were no foreign exchange earnings or outflow.

industrial relations

The company does not have any manufacturing facility and hence no industrial relation criteria applicable.

acknowledgement

The Directors wish to place on record their appreciation of the Companys employees for their Support.

For and on behalf of the Board
Mumbai shambhubhai Ruparelia Dharmendra Ruparelia
13th August , 2016 Director Director
(DIN: 00345186) (DIN: 05242889)