Sovereign Diamonds Ltd Directors Report.

TO THE MEMBERS OF

SOVEREIGN DIAMONDS LIMITED

The Directors present the Forty – Seventh Annual Report together with the Audited Financial Statements for the year ended 31st March, 2021. 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 2020 – 21 are tabulated below:

(Rs. in Lakhs)

Particulars Year Ended 31st March, 2021 Year Ended 31st March, 2020
Income from Operations 1496.65 3243.68
Other Income 63.02 47.95
Total Income 1559.67 3291.63
Expenditure 1564.32 3118.78
Interest 96.48 119.53
Depreciation 45.14 45.92
Total Expenditure 1705.94 3284.22
Net Profit Before Tax (146.27) 7.40
Provision for Taxation 0.00 2.96
(Add) / Less : Deferred Tax 2.60 0.87
Short / (Excess) Provision of earlier Years 0.00 0.00
Net ProfitAfter Tax (148.87) 3.57
Other Comprehensive Income 1.41 0.48
Total Comprehensive Income (147.46) 4.05
Balance brought forward from last year 751.69 747.63
Transfer to General Reserve 0.00 0.00
Balance carried forward to the Balance Sheet 604.22 751.69

There was no revision in the Financial Statements.

2. HIGHLIGHTS OF PERFORMANCE

Total net sales for the year were Rs. 1496.64 Lakhs as compared to Rs. 3243.68 Lakhs in 2019-20.

TotalProfit/ Loss before tax for the year was Rs. (148.87) Lakhs as compared to Rs. 7.40 Lakhs in 2019-20.

Company has suffered Loss towards Return of Finished Goods from Retailers.

Company has availed Credit facilities for Rs. 2.30 Crores under GECL.

Company has reduced its Employee Strength from 52 employees to 32 employees.

The Sundry Creditors has been reduced from 6.51 Crores to 1.34 Crores.

Operation of your Company was affected due to Lockdown and Covid 19. The operation of your Company during first two Quarters of wave of Covid 19 and Lockdown. During the period of Lockdown the Retail Sales was drastically reduced.

3. TRANSFER TO RESERVES

The Board of Directors has not recommended transfer of any amount to reserves.

4. DIVIDEND

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. BUSINESS OPERATIONS

Due to COVID 19, the liquidity crisis was very high due to lower sales and high operating expenses and the working capital cycle was badly effected. The strength of the balance sheet is due to reduction in sundry creditors, sundry debtors and less borrowing from the bank. The Retail market was badly affected due to Covid 19 and closer of Retail stores but Export market was good.

Operation of the Company was affected due to lock down and COVID 19. The operations of the Company during 1st quarter and 2nd quarter of the current year are affected due to 2nd wave of COVID 19 and lockdown. During the period of lockdown the retails sales have drastically reduced.

6. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT, 2013

No material changes and commitments which could affect your Company’s financial position have occurred between the end of the financial year of your Company i.e. 31st March, 2021 and date of this report i.e. 26th June, 2021.

7. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2021 was Rs. 578.80 Lakhs. During the 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 Company’s share capital during the year under review. The Promoter and Promoter Group are holding 37,62,744 shares equivalent to 65.01% of the total Issued and Paid-up Share Capital.

8. DIRECTORS

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: 00062989), Chairman and Managing Director, retires by rotation at the forthcoming Annual General Meeting. Being eligible, he 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, Managing Director

2. Mrs. Arundhati Mali, Director – CFO

3. Mr. Akshay Jain, Company Secretary and Compliance

*Appointed w.e.f. 04th May, 2021

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.

8.6 Board Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year your Company has held 5 (Five) Board Meetings which were held on 08th June, 2020; 27th June, 2020; 05th September, 2020; 07th November, 2020 and 06th February, 2021. The maximum interval between any two meetings exceeded 120 days on account of COVID 19. However, the said requirement was relaxed by the Ministry of Corporate Affairs and Securities and Exchange Board of India for the financial year 2020 – 21. As per Section 167 (1) (b), all the directors have attended atleast one Board Meeting held during the financial year.

9. PARTICULARS OF EMPLOYEES

During the 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, 2021, 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, 2021 and of the loss 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, among 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 2020 21

13. DEPOSITS

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 OR INVESTMENTS

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the Financial Statements.

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.

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 inheritant risks to the business of your Company are as follows:

a. Foreign Exchange Risk

b. Gold Price Risk

c. Stiff Competition

d. Government Policy on import of gold

e. Risk elements in business transactions

f. 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 shall results in favourable / unfavourable to your Company. The nature of risk is dynamic of business and entrepreneurship.

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.

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. AUDITORS 21.1 Statutory Auditors

M/s. Pulindra Patel & Co., Chartered Accountants were appointed as Statutory Auditors of the Company for a period of 5 (Five) years from 2017 – 18 to 2021 – 22 at the 43rd Annual General Meeting held on 29th July, 2017. In view of the amendment to Section 139 of the Companies Act, 2013, the Company is not required to ratify the reappointment 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.

The Auditors have furnished a declaration confirming their eligibility under Section

141 of the Companies Act, 2013 and the Rules framed thereunder to continue to act as statutory auditors and confirming their independence as well as their arm’s length relationship with your Company as well as declaring that they have not taken up any prohibited non-audit assignments for your Company. The Audit Committee reviews the independence of the Auditors and the effectiveness of the Audit process. The Auditors attend the Annual General Meeting of your Company.

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 has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their 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, 2021.

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. Appointment of Company Secretary:

As per Section 203(1)(ii), the Company is required to appoint Company Secretary. Further, as per Regulation 6 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to appoint a Company Secretary as its Compliance Officer. The Company has not appointed Company Secretary during the financial year ended 31st March, 2021.Consequently, the Audited Annual Financial Statements for the financial year ended 31st March, 2020 were not signed by Company Secretary as required under Section 134 of the Companies Act, 2013.

The Company had received notices from BSE Limited imposing fine in respect of non appointment of Company Secretary as Compliance Officer during the financial year ended 31st March, 2021 in terms of Regulation 6 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In this regard the management of the Company has provided the following reply:

(i) The Company has appointed Mr. Ajay Gehani, Managing Director as Compliance Officer of the Company who looks after the compliance of the Companies Act, 2013 and the SEBI Act and rules made thereunder.

(ii) The Company has availed the services of Practicing Company Secretary for advising on compliance of the Companies Act, 2013 and the SEBI Act and rules made thereunder.

(iii) The Volume and Scope of work for the Company Secretary is less and it is not a full time work and the job of Company Secretary is not attractive commensurate with the scope of work and salary.

(iv) The Company had replied to BSE Limited to waive the fine imposed by them in respect of non-appointment of Company Secretary. The matter is pending with BSE Limited.

(v) The Company has regularized the compliance by appointing Mr. Akshay Jain, as Company Secretary and Compliance Officer of the Company w.e.f. 4th May, 2021.

B. Website Posting:

As per the various sections of the Companies Act, 2013, the SEBI (LODR) Regulations, 2015 and Secretarial Standard – 2, the Company is required to post various information / policies on the website of the Company. The Company has not posted any information / policies on the website of the Company. In this regard the management of the Company has provided the following reply:

(i) The Company is filing regularly all the information with BSE Limited and all the information is available on the website of BSE Limited.

C. 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 non-executive) 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 Non-Executive 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."

D. 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.

E. Non Payment of Listing Fees:

As per Section 14 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the listed entity shall pay all such fees or charges, as applicable, to the recognised stock exchange(s), in the manner specified by the Board or the recognised stock exchange(s). Accordingly, the Company is required to pay annual listing fees to BSE Limited where the shares of the Company are listed on an annual basis. The Company has not paid annual listing fees to BSE Limited for the financial year 2020 21.

The Company has received notices from BSE Limited for non-payment of listing fees. In this regard the management of the Company has provided the following reply:

(i) The Company could not pay the listing fees due to COVID-19 effect and severe financial crisis.

(ii) The jewellery factory of the Company was closed for 4 months in the beginning of 2020 – 21. The sales have been impacted and so does the recovery cycle and payment cycle.

(iii) In the last 6 months, there was a good improvement in business environment and the liquidity is also improving. In the circumstances, the Company has requested them to provide some more time to pay the same.

22. REPORTING OF FRAUDS BY AUDITORS

During the financial year 2019 20, the statutory auditors have reported to the Audit

Committee of the Board, under Section 143 (12) of the Act, the following instance of fraud committed against your Company by one of its employee, the details of which are given below: "While verifying the physical stock on 5th July, 2019 the management realized shortage of Gold as compared to stock as per books. The management suspected an old employee of the Company who misappropriated certain quantity of stock. An old employee also confessed before management his misappropriation of Gold. The management lodged police complaint against old employee.

The loss arising on account of this misappropriation is estimated at 900 gms of gold value about Rs.30,00,000/-. The same has been charged to Profit and Loss Account during the year. The Case is Before Honarable Metropolitan Magistrate Court No. 22 at Andheri - Compliant No. 131/2019."

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 an 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 31 st March, 2021 is annexed herewith as "Annexure D".

26. HUMAN RESOURCES

The relations of the employees of your Company have been cordial during the year. Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening your Company’s Polices and Systems. Your Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources.

27. ENVIRONMENT AND SAFETY

Your Company is conscious of the importance of environmentally clean and safe operations. Your Company’s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

28. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company’s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

29. 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. 02/2021 dated 13th January, 2021 and SEBI vide its circular bearing reference no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020 and no. SEBI/HO/CFD/ CMD2/CIRIP/2021 /11 dated 15th January, 2021 has dispensed with the requirement of sending hard copy of full annual report to the shareholders.

Electronic copies of the Annual Report 2020-21 and Notice of the 47th Annual General Meeting 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 47th Annual General Meeting. Alternatively, they are requested to download the copy of the Annual Report from the website of BSE Limited i.e. www.bseindia.com or write to the Company at agehani66@gmail.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.

30. 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.

31. 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 Crore and Net worth not exceeding Rs. 25 Crore, 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, 2021. The Reserve and Surplus is Rs. 7.00 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. The letter for the same has been filed with BSE on 26th June, 2021.

32. 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 01st April, 2020 and no complaint has been raised during the financial year ended 31 st March, 2021.

33. MD AND CFO CERTIFICATION

Certificate from Mr. Ajay R. Gehani, Chairman and Managing Director and Mrs. Arundhati R. Mali, Director and CFO, pursuant to provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the year under review was placed before the Board of Directors of your Company at its meeting held on 26th June, 2021.

The certificate is attached and form part of this Report.

34. 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.

35. ANNUAL SECRETARIAL COMPLIANCE REPORT

Your Company has availed the exemption for compliance of Corporate Governance clause as per Regulation 15(2)(a) of the SEBI (LODR) Regulations, 2015. As per Regulation 24A, your Company requires to take Annual Secretarial Compliance Report from Practicing Company Secretary which shall cover a broad check on compliance with applicable SEBI Regulations and circulars/ guidelines issued thereunder on annual basis.

Exemption as per Regulation 15 (2) (a) includes Regulation 24A. Hence, obtaining Annual Secretarial Compliance Report from Practicing Company Secretary is not applicable to your Company.

36. INDIAN ACCOUNTING STANDARDS (IND-AS)

Your Company has followed the relevant Accounting Standards notified by the Companies (Indian Accounting Standards) Rules, 2015 while preparing its Standalone Financial Statements.

37. CAPITAL EXPENDITURE

Capital Expenditure during the year, towards Tangible & Intangible Assets, amounted to Rs. 102.81 Lakhs which was spent on Plant & Machinery, Furniture and Fixture, Office Equipment, Vehicle and Computers.

38. FEES PAID TO STATUTORY AUDITORS

During the year ended 31st March, 2021, your Company has paid a sum of Rs. 2.07 Lakhs to the Statutory Auditor.

39. INSOLVENCY AND BANKRUPTCY CODE

No application has ever been filed against the Company under the Insolvency and Bankruptcy Code, 2016.

40. ONE TIME SETTLEMENT WITH BANKS

The Company has not made any settlement with banks or financial institutions.

41. PLEDGE OF SHARES

None of the equity shares of the Directors / Promoters of your Company are pledged with any banks or financial institutions.

42. LISTING WITH STOCK EXCHANGES

Your Company is listed with BSE Limited and your Company has duly paid the listing fees to the Exchange.

43. ACKNOWLEDGEMENTS

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.

44. CAUTIONARY STATEMENT

Statements in the Board’s Report describing your Company’s 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
Sd/- Sd/-
Ajay Gehani Arundhati Mali
Place: Mumbai Chairman & Managing Director Director & CFO
Date: 26th June, 2021 DIN: 00062989 DIN: 08353618