suashish diamonds ltd Directors report

DIRECTORS REPORT

Your Directors have pleasure in presenting the Twenty Sixth Annual Report together with the Audited Accounts for the year ended 31st March, 2014.

Financial Results

		(Rupees in million)
	Year ended 31.03.2014	Year ended 31.03.2013
Sales and other income	7431.78	10095.46
Operating profit before Finance cost and Depreciation	794.67	1016.50
Less : Depreciation	40.32	37.49
Less: Finance Cost	17.71	217.52
Profit / (Loss) before exceptional item & tax	736.64	761.49
Add: Exceptional items	139.77	-
Profit / (Loss) after exceptional item and before taxation Tax Expenses	876.41	761.49
Current Tax	(182.50)	(144.00)
Deferred Tax	(1.95)	2.11
Prior year tax adjustment (net)	0.05	1.27
Profit / (Loss) after tax	692.01	620.87
Earnings per share (in Rs.) (Basic & Diluted)	33.33	29.90

Dividend

Keeping in mind the need to conserve resources, your Directors do not recommended any dividend for the year ended 31sl March, 2014.

Voluntary delisting of Company from Bombay Stock Exchange

The Board of Directors of the Company vide its resolution dated 11 May 2013 had resolved to voluntarily delist the equity shares of the Company from Bombay Stock Exchange Limited in terms of SEBI (Delisting of Equity Shares) Regulations, 2009. As per Postal Ballot results declared by the Company on 8 July 2013, the shareholders approved by special resolution the voluntary delisting of shares from Bombay Stock Exchange Limited.

Pursuant to above, offer letter dated 18 April 2014 and public announcement was made for proposed acquisition of shares by Mr. Ashish R. Goenka (Acquirer) for voluntary delisting of shares of the Company. Against offer of 2,194,500 equity shares representing 10.57% of the outstanding equity shares of the Company held by the public shareholders of the Company, the acquirer has accepted bid for 1,381,149 equity shares (representing 6.65%) at discovered price / exit price of Rs. 242 per share and acquisition of these shares was made on 26111 and 27th May 2014. Thereafter, the shareholding of Promoter and Promoter Group increased to 96.08%. The Company then applied vide its letter dated 27 May 2014 to Bombay Stock Exchange Limited for final delisting of shares.

Thereafter, the Bombay Stock Exchange vide its Notice No. 20140617-9 dated 17 June 2014 stated that the Trading in the Equity Shares of the Company will discontinued from 23 June, 2014 and the Company will be delisted from the Exchange w.e.f. 30 June, 2014.

Further, the Acquirer has issued Exit Offer Letter dated 25 June, 2014 to its remaining public shareholders inviting them to tender their Equity Shares at the Exit Price which shall remain open from 30 June, 2014 to 30 June, 2015.

Subsidiary Companies

The Consolidated accounts include the duly audited statement of accounts of Subsidiary Companies of Suashish Diamonds Limited.

The following Companies are the Subsidiaries companies of Suashish Diamonds Limited:

Suashish Diamonds (Hong Kong) Limited, Suashish Jewels Inc., Suashish Jewels Canada Inc. Canada and Suashish Diamonds (Shanghai) Company Ltd.

As per Section 212 of the Companies Act, 1956, we are required to attach Directors Report, Balance Sheet and Profit & Loss Accounts of our Subsidiaries. The Ministry of Corporate Affairs, Government of India vide Circular no. 2/2011 dates February 8, 2011 has provided an exemption to Companies from complying with Section 212, provided such Companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report of 2013-14 does not contain the financial statements of our subsidiaries. The accounts of subsidiary companies will be made available on request of Shareholders. These documents will also be available for inspection during business hours at our registered office.

Fixed Deposits

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

Directors

Mr. Pawankumar S. Bagla retires by rotation at the ensuing Annual General Meeting and offers himself for re-appointment. Your Directors recommend the re-appointment of Mr. Pawankumar S. Bagla.

Appointment of Mr. Kamal R. Gupta, Mr. Nilesh B. Mehta and Mr. Pradeep O. Chirania as Independent Directors pursuant to Section 149 and 152 of the Companies Act, 2013 are proposed to be made at the forthcoming Annual General Meeting for a term of consecutive five year. Pursuant to section 149 and 152 of the Companies Act, 2013 Independent Directors will not be liable to retire by rotation.

Directors Responsibility Statement

Your Directors confirm:

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2014; the applicable Accounting Standards have been followed:

(ii) that the Directors had selected such Accounting Policies and applied them consistently, and have 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 as at 31st March, 2014 and of the profit of the Company for the year ended 31st March, 2014;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Annual Accounts for the year ended 31st March, 2014 have been prepared on a going concern basis.

Auditors

M/s. Suresh Surana & Associates LLP, Chartered Accountants, Statutory Auditors of the Company retires at the ensuing Annual General meeting and are eligible for re-appointment. The Company has received a certificate from the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013. The members are requested to appoint the Auditors and authorise the Board to fix their remuneration.

Auditors Observations in Independent Auditors Report

As regards to any Auditors observation in in Independent Auditors Report, Members may read relevant Note No. 15 forming part of the Accounts, which is self-explanatory.

Particulars of Employees

Particulars of employees as required to be furnished pursuant to Section 217 (2A) of the Companies Act, 1956 read with the rules thereunder, form part of this Report. However, as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the reports and accounts are being sent to all the shareholders of your company excluding the statement of particulars of employees. Any shareholder interested in obtaining a copy may write to Compliance Officer of your company at the Registered Office of the Company.

Conservation of Energy, Technology and Foreign Exchange Earnings and Outgo

Information under section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure to this report.

Acknowledgement

Your Board of Directors express their sincere appreciation for the dedicated service and contribution made by the employees towards the growth of the Company.

The Board of Directors wish to place on record their appreciation and sincere gratitude to the various departments of Government, Banks, Shareholders and Diamond Trading Company (DTC) for their continued support and co-operation.

	For and on behalf of the Board
	Ashish R. Goenka
	Chairman &
	Managing Director
Place: Mumbai
Date: 6th August, 2014

ANNEXURE TO DIRECTORS REPORT

Particulars required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 forming part of the Report of the Directors.

A. Conservation of energy.

The particulars regarding conservation of energy are not applicable to the Company, as the Diamond Industry is not covered under the Schedule prescribed by the said Rules.

B. Technology Absorption.

Research & Development (R&D): The Company carries out R&D in several areas like developing new range of products, Kerfing, Bruiting and Sawing techniques and other manufacturing process etc.

Technology Absorption, Adaptation and Innovation: The Company has not imported any technology.

C. Foreign Exchange Earnings and Outgo		(Rs. in million)
	2013-14	2012-13
Earnings in Foreign Exchange	4285.13	5123.53
Expenditure in Foreign Exchange	2732.87	5004.79

 

	For and on behalf of the Board
	Ashish R. Goenka
	Chairman &
	Managing Director
Place: Mumbai
Date: 6th August, 2014