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) |
+91-9892691696
