TO THE MEMBERS OF SOVEREIGN DIAMONDS LIMITED
The Directors take pleasure in presenting the Forty - Ninth Annual Report together with the Audited Annual Financial Statements for the financial year ended 31st March, 2023. The Management Discussion and Analysis has also been incorporated into this report.
1. FINANCIAL RESULTS:
Key highlights of financial results for Sovereign Diamonds Limited for the financial year 2022 - 23 are tabulated below:
|Year Ended 31st March, 2023
|Year Ended 31st March, 2022
|Income from Operations
|Net Profit Before Tax
|Provision for Taxation
|(Add) / Less : Deferred Tax
|Short / (Excess) Provision of earlier Years
|Net Profit After Tax
|Other Comprehensive Income
|Total Comprehensive Income
|Balance brought forward from last year
|Transfer to General Reserve
|Balance carried forward to the Balance Sheet
There was no revision in the Financial Statements.
2. HIGHLIGHTS OF PERFORMANCE:
• Total turnover for the year was Rs. 2,780.73 Lakhs as compared to Rs. 2,291.26 Lakhs in 2021 - 22 i.e. an increase by 21.36%.
• Total profit before tax for the year was Rs. 192.78 Lakhs as compared to profit before tax of Rs. 130.56 Lakhs in 2021 - 22 i.e. an increase by 47.66%.
3. BUSINESS OPERATIONS:
Your Company has continued its bank finance usage to just 11.00 Crores with HDFC Bank. This was done mainly to keep fiance costs lower. From this loan - your company is regularly re paying back the monthly installments of Guaranteed Emergency Credit Line (GECL). This will bring down the finance cost considerably and GECL loan will be NIL by June 2024.
Generally, world markets are still recovering from Covid and economic issues everywhere. This has added to Europes problem, which is our major exports market
and all basic essential items prices have increased due to inflation. Accordingly, your Company has chosen to reduce its exposure to such volatile markets. We have fulfilled important customer orders. Most of business in the last 12 months have been from domestic sales where your Company feels to have a stronger hold over the clients and their preferences. The Company feels India is safe and with its quality being accepted well by retailers alongwith its own direct clients, the Company is more comfortable to grow the business in India. The Company has managed to grow its sales by over 21.36% compared to last year.
Interest rates were raised by our Banks 3-4 times in 2022-23. This has affected our finance costs and profitability. However, the Companys business model can sustain this increase. The Companys labour charges has been increasing. Gold prices globally and in India have increased. As of 31st March 2023, gold is more than Rs. 60,000/- for 10 grams which is considerably high.
Trials conducted for new designs were very successful. They were well accepted. There was no change in nature of business of your Company, during the year under review.
Your Directors do not recommend any dividend for the year as the profits earned need to be ploughed back into the operations of your company and will be used for working requirements of your Company.
5. TRANSFER TO RESERVES:
The Board of Directors has not recommended transfer of any amount to reserves.
6. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT, 2013:
No material changes and commitments which could affect your Companys financial position have occurred between the end of the financial year of your Company i.e. 31 st March, 2023 and date of this report i.e. 27th May, 2023.
7. SHARE CAPITAL:
The paid up equity share capital as on 31st March, 2023 was Rs. 578.80 lakhs. During the financial year under review, your Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. There was no change in your Companys share capital during the year under review. The Promoter and Promoter Group are holding 37,62,744 equity shares equivalent to 65.01% of the total issued and paid-up share capital.
8.1 Retirement by Rotation:
Pursuant to Section 152 (6) of the Companies Act, 2013 and in terms of the Articles of Association of your Company, Mr. Ajay Gehani (DIN No.: 00062989), Managing Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.
8.2 Declaration by Independent Directors:
Your Company has received declarations from all the Independent Directors of your Company confirming that they meet with the criteria of independence as prescribed both, under Sub-Section 6 of Section 149 of the Companies Act, 2013 and under Regulation 16 (1) (b) of the SEBI (LODR) Regulations, 2015 and pursuant to Regulation 25 of the said Regulations that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of finance, people management, strategy, auditing, tax advisory services and they hold highest standards of integrity.
Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA). Accordingly, the Independent Directors of the Company have registered themselves with the IICA for the said purpose. In terms of Section 150 of the Act read with Rule 6 (4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, all the Directors of the Company are exempted from undertaking online proficiency self-assessment test conducted by the IICA.
8.3 Annual Board Evaluation:
The annual performance evaluation of the Independent Directors and Board Committees
i.e. Audit, Stakeholders Relationship and Nomination & Remuneration Committees was carried by the entire Board and the annual performance evaluation of the Chairman, Board as a whole, Non - Independent Directors was carried out by the Independent Directors.
The annual performance evaluation was carried out in accordance with the criteria laid down in the Nomination and Remuneration Policy of your Company and as mandated under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, as amended from time to time.
8.4 Key Managerial Personnel:
The following persons have been designated as Key Managerial Personnel of your Company pursuant to Section 2 (51) and Section 203 of the Act, read with Rule 8 (5) (iii) of the Companies (Accounts) Rules, 2014 framed thereunder:
1. Mr. Ajay Geheni, Chairman and Managing Director
2. Mrs. Arundhati Mali, Director - CFO
3. Mr. Akshay Jain, Company Secretary and Compliance Officer
None of the Key Managerial Personnel have resigned during the year under review.
None of the Directors have attained the age of 75 years except Mr. Kundapur Mohanram Pai. In terms of Regulation 17 (1) (c) of SEBI (LODR) Regulations, 2015, the approval of the members for his re-appointment by way of special resolution has been taken at the 45th Annual General Meeting of the Company held on 16th August, 2019.
8.5 Remuneration Policy:
The Board has in accordance with the provisions of Section 178 (3) of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management Employees. The same has been posted on the website of the Company i.e. https://www.sovereigndiamondsltd.com/investor-relation.
8.6 Board Meetings:
During the financial year your Company has held 4 (Four) Board Meetings which were held on 21st May, 2022, 9th August, 2022, 11th November, 2022 and 10th February, 2023.
The maximum interval between any two meetings does not exceed 120 days. As per Section 167 (1) (b), all the directors have attended at least one Board Meeting held during the financial year.
9. PARTICULARS OF EMPLOYEES:
During the financial year, there was no employee in receipt of remuneration in excess of limit as prescribed in the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed Particulars of Employees as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure A" and form part of this Report.
10. DIRECTORS RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a) that in the preparation of the Annual Financial Statements for the year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) that such accounting policies as mentioned in Note 4 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2023 and of the profit of your Company for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;
d) that the Annual Financial Statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
11. INTERNAL CONTROL SYSTEMS:
Your Company maintains an adequate and effective Internal Control System commensurate with its size and complexity. We believe that these internal control systems provide, amongst other things, a reasonable assurance that transactions are executed with Management authorization and that they are recorded in all material respects to permit preparation of financial statements in conformity with established accounting principles and that the assets of your Company are adequately safeguarded against significant misuse or loss.
12. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
There are no companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies during the financial year 2022 - 23.
Your Company has not accepted deposit from the public and shareholders falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.
14. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS OR SECURITY:
The Company has not made any investments or given any guarantees or securities against loans given under the provisions of Section 186 of the Companies Act, 2013. The details of loans given are given in the Notes to the Annual Financial Statements attached to this report.
15. RELATED PARTY TRANSACTIONS:
A Related Party Policy has been adopted by the Board of Directors at its meeting held on 13th August, 2014 for determining the materiality of transactions with related parties and dealings with them. All transactions with related parties are placed before the Audit Committee for approval. The said policy may be referred to, at your Companys official website at the web link https://www.sovereigndiamondsltd.com/_files/ugd/587402_01dd7de932a44a2e91f750a22369ba1c.pd
Further, the members may note that your Company has not entered into the following kinds of related party transactions:
- Contracts / arrangement / transactions which are not at arms length basis
- Any Material contracts / arrangement / transactions [as per Regulation 23 of the SEBI (LODR) Regulations, 2015]
16. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 is not applicable to your Company.
17. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure B".
18. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:
The nature of business is manufacturing of Jewellery. The risks to the business of your Company are as follows:
a. Foreign Exchange Risk
b. Gold Price Risk
c. Stiff Competition
d. Labour Risk
The prices of Jewellery consist of Gold, Diamonds & Labour, out of this three, Gold and diamonds consist of 90% of the price of Jewellery. Your Company has no control on the price of Gold and Diamonds and the same is available through Exchanges, Market and Banks. The said risk is favourable / unfavourable to your Company. The nature of risk is dynamic of business and entrepreneurship. In the opinion of the Board, there are no risks which shall threaten the existence of the Company.
Your Company has not formed Risk Management Committee as it is not applicable under Regulation 21 of the SEBI (LODR) Regulations, 2015.
19. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Your Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. In accordance with the Regulation 22 of the SEBI (LODR) Regulations and pursuant to Section 177 (9) read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 of the Companies Act, 2013, your company has adopted a Whistle Blower Policy. Your Company promotes ethical behavior in all its business activities and has put in place a mechanism of reporting illegal or unethical behavior. As per the Whistle Blower Policy, the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate superior. The confidentiality of those reporting / violations is maintained and they are not subjected to any discriminatory practice. Details of the Whistle Blower Policy have been disclosed on your Companys website at https://www.sovereigndiamondsltd.com/_files/ugd/587402_ d8991c4591dc47beb2460f412d1ed2da.pdf
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.
21.1 Statutory Auditors:
The members of the M/s. J. D. Zatakia & Co., Chartered Accountants are the statutory auditors of the Company at its 48th Annual General Meeting held on 8th September, 2022 for a term of 5 years. They shall hold office of statutory auditors from the conclusion of 48th AGM till the conclusion of 53rd AGM and shall pursue statutory audit for 5 financial years beginning from 31st March, 2023.
In view of the amendment to Section 139 of the Companies Act, 2013, the Company is not required to ratify the re-appointment of the Statutory Auditor at every Annual General Meeting. Hence, the item of ratification of re-appointment of Statutory Auditor is not considered in this Annual General Meeting. In view of the same M/s J. D. Zatakia & Co., Chartered Accountants will continue to act as Statutory Auditors of the Company for Financial Year 2023 - 24.
21.2 Statutory Auditors Observations:
The Report given by the Auditors on the financial statements of your Company is part of the Annual Report. There are no qualification, reservation or adverse remark made by the statutory auditors in their Audit Report.
21.3 Secretarial Audit:
In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. P P Shah & Co., Practicing Company Secretaries as Secretarial Auditors for conducting Secretarial Audit of your Company for the financial year ended 31st March, 2023.
The report of the Secretarial Auditor is attached as "Annexure C". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except provided at point 21.4 below.
21.4 Qualifications in Secretarial Audit Report
A. Composition of Nomination and Remuneration Committee:
In respect of the composition of the Nomination and Remuneration Committee, we observe as follows:
As per Section 178 of the Companies Act, 2013, the composition of Nomination and Remuneration Committee shall be as follows:
178 (1): "The Board of the Directors of every listed company and such other class or classes of companies, as may be prescribed shall constitute the Nomination and Remuneration Committee consisting of three or more non-executive directors out of which not less than one half shall be independent directors:
Provided that the chairperson of the company (whether executive or nonexecutive) may be appointed as a member of the Nomination and Remuneration Committee but shall not chair such Committee."
The Nomination and Remuneration Committee of the Company comprises of two Independent Directors and one Executive Director. In this regard, the Management has given the following reply:
? "The Company has four Directors, out of them two are Executive and two are Independent Directors. Accordingly, the composition of the Board is such that the Nomination and Remuneration Committee cannot comprise of three NonExecutive Directors. Hence, Mr. Ajay Gehani, Executive Director is one of the member of the Committee.
? Mr. Mohanram Pai, Independent Director acts as the Chairman of the Nomination and Remuneration Committee. The Company does not convene the meeting of Nomination and Remuneration Committee unless Mr. Mohanram Pai and Mr. Rajesh Arora, Independent Directors of the Company and members of Nomination and Remuneration Committee are present in the said meeting. This ensures that the Chairmanship and majority decision making vests with the Independent Directors.
? Further, the role of Mr. Ajay Gehani as a member of the Committee is very limited. He is only filling up the requirement of 3rd member as required under Section 178 of the Companies Act, 2013 as there is no option. He does not participate in the affairs of the Committee which are related to remuneration, performance evaluation of Executive Directors and other such matters.
? As the Committee does not meet without the presence of 2 Independent Directors and since the Chairman is also an Independent Director, hence the voting and governance of the Committee remains independent. Accordingly, with the present composition of Nomination and Remuneration Committee, it has been ensured that majority remains with Independent Directors and accordingly, the spirit of Corporate Governance is achieved."
B. Appointment of Internal Auditor:
As per Section 138 of the Act, the Company is required to appoint an Internal Auditor. The Company has not appointed Internal Auditor. In this regard the management of the Company has provided the following reply:
(i) The size of operation of the Company is very small, accordingly, it is not viable to appoint Internal Auditor but the Company has established the internal control system.
22. REPORTING OF FRAUDS BY AUDITORS:
During the financial year under review, neither the statutory auditors nor the secretarial auditors have reported to the Audit Committee of the Board, under Section 143 (12) of the Act, any instances of fraud committed against your Company by its officers or employees, the details of which would need to be mentioned in this Report.
23. COST RECORDS:
The provisions of Section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014 (hereinafter referred to as ‘Rules) in respect of maintenance and audit of cost records are not applicable to Company.
24. COMPLIANCE OF SECRETARIAL STANDARDS:
The Board of Directors affirms that your Company has complied with the applicable Secretarial Standards (SS) issued by the Institute of Companies Secretaries of India (SS1 and SS2), respectively relating to Meetings of the Board, its Committees and General Meeting, which have mandatory application during the year under review.
25. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 92 (3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in Form MGT - 9 of your Company for the financial year ended 31st March, 2023 is annexed herewith as "Annexure D".
26. GREEN INITIATIVES:
In view of Covid 19 pandemic, the Ministry of Corporate Affairs vide its circular no. 17 / 2020 dated 13th April, 2020, circular no. 20 / 2020 dated 5th May, 2020 and circular No. 10/2022 dated 28th December, 2022 and SEBI vide its circular no. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated 12th May, 2020 and no. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated 5th January, 2023 has dispensed with the requirement of sending hard copy of full annual report to the shareholders.
Electronic copies of the annual report for the financial year 2022 - 23 and notice of the 49th Annual General Meeting (AGM) are sent to all members whose email addresses are registered with your Company / Depository Participant(s).
Electronic copies of the annual report for the financial year 2022 - 23 and notice of the 49th Annual General Meeting (AGM) are sent to all members whose email addresses are registered with your Company / Depository Participant(s). Members who have not registered their email address can do so by following the steps as mentioned in the notes of notice of 49th Annual General Meeting. Alternatively, they are requested to download the copy of the Annual Report from the website of the Company i.e. www. sovereigndiamondsltd.com or from the website of BSE Limited i.e. www.bseindia.com or write to the Company at firstname.lastname@example.org or email@example.com. Your Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to the Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015.
27. MANAGEMENT DISCUSSION AND ANALYSIS:
As required under the Schedule V (B) of the SEBI (LODR) Regulations, 2015, report on "Management Discussion and Analysis" is attached and forms part of this Annual Report.
28. CORPORATE GOVERNANCE:
As per Regulation 15 (2) of the SEBI (LODR) Regulations, 2015, the provisions of Corporate Governance are non-mandatory to the following class of Companies:
a. Companies having Paid-up Equity Share Capital not exceeding Rs. 10 crores and Net worth not exceeding Rs. 25 Crores, as on the last day of the previous financial year;
Provided that where the provisions of Regulation 27 becomes applicable to a company at a later date, such company shall comply with the requirements of Regulation 27 within six months from the date on which the provisions became applicable to the company.
b. Companies whose equity share capital is listed exclusively on the SME and SME- ITP Platforms.
The Paid-up Share Capital of your Company is Rs. 5.79 crores as on 31st March, 2023 and reserves and surplus is Rs. 9.73 crores. Accordingly, the paid-up capital and net worth is below the prescribed limit for mandatory applicability of Corporate Governance clause as per Regulation 15 (2) (a) of the SEBI (LODR) Regulations, 2015. Your Company has decided not to opt for compliance of Regulation 27 for the time being.
29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Your Company firmly believes in providing a safe, supportive and friendly workplace environment - a workplace where our values come to life through the supporting behaviors. Positive workplace environment and a great employee experience are integral part of our culture. Your Company believes in providing and ensuring a workplace free from discrimination and harassment based on gender.
Your Company educates its employees as to what may constitute sexual harassment and in the event of any occurrence of an incident constituting sexual harassment, your Company provides the mechanism to seek recourse and redressal to the concerned individual subjected to sexual harassment.
Your Company has a Sexual Harassment Prevention and Grievance Handling Policy in place to provide clarity around the process to raise such a grievance and how the grievance will be investigated and resolved. An Internal Complaints Committee has been constituted in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
No complaint was raised and pending as on 1st April, 2022 and no complaint has been raised during the financial year ended 31st March, 2023.
30. MD AND CFO CERTIFICATION:
A certificate from Mr. Ajay Gehani, Chairman and Managing Director and Mrs. Arundhati Mali, Director and CFO, pursuant to provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the financial year under review was placed before the Board of Directors of your Company at its meeting held on 27th May, 2023. The certificate is attached and form part of this Report.
31. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE:
Mr. Pradip Shah of M/s. P. P. Shah & Co., Practicing Company Secretaries, has issued a certificate as required under the SEBI (LODR) Regulations, 2015, confirming that none of the Directors on the Board of your Company have been debarred or disqualified from being appointed or continuing as Director of companies by the SEBI / Ministry of Corporate Affairs or any such statutory Authority. The certificate is attached and form part of this Report.
32. INSOLVENCY AND BANKRUPTCY CODE:
No application has ever been filed against the Company under the Insolvency and Bankruptcy Code, 2016.
33. ONE TIME SETTLEMENT WITH BANKS:
The Company has not made any settlement with banks or financial institutions.
Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of your Company viz. customers, members, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of your Company for their unstinted commitment and continued contribution to your Company.
35. CAUTIONARY STATEMENT:
Statements in the Boards Report describing your Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement.
|For and on behalf of the Board of Directors
|For Sovereign Diamonds Limited
|Chairman & Managing Director
|Director & CFO
|Date: 27th May, 2023