To,
The Members,
Your Directors have pleasure in presenting the 33rd Annual Report and Audited Statement
of Accounts of your Company for the year ended 31st March, 2023.
FINANCIAL RESULTS:
The salient features of the Companys working for the year under review are as under:
(Rs. in hundreds)
| Particulars |
Standalone |
Consolidated |
|
Year Ended 31.03.2023 |
Year Ended 31.03.2022 |
Year Ended 31.03.2023 |
| Sales and other Income |
2,66,749.80 |
4,84,271.71 |
2,09,179.80 |
| Profit /(Loss) before Interest and Depreciation |
96,011.83 |
48,004.97 |
36,715.28 |
| Less: Interest Expenses |
794.32 |
16,613.29 |
794.32 |
| Profit/(Loss) before Depreciation |
95,217.51 |
31,391.69 |
35,920.95 |
| Less: Depreciation |
2,313.43 |
584.53 |
2,313.43 |
| Profit/(Loss) Before Taxation |
92,904.08 |
30,807.16 |
33,607.52 |
| Less: Provision for Taxation (net) |
208.07 |
NIL |
208.07 |
| Less/Add: Deferred Tax |
(271.27) |
1,398.86 |
(271.27) |
| Profit/(Loss) for the year |
92,967.28 |
29,408.30 |
33,670.72 |
| Add: Reserves &Surplus brought forward from Previous year |
(3,92,852.54) |
(422,260.84) |
(457,888.37) |
| Balance carried to Balance sheet |
(2,99,885.26) |
(392,852.54) |
(424,217.65) |
Operations
Your Company has recorded a turnover of Rs. 1,36,899.87/- (Amount in Hundreds) during
the year under review as opposed to Rs. 4,38,225.12 (Amount in Hundreds) in the previous
year, a decrease of 68.76% as compared to previous year.
Dividend
With a view to conserving the resources of your Company, your Directors have decided
not to recommend Dividend for the year.
Material Changes and Commitment Affecting Financial Position of the Company
There are no material changes and commitments affecting the financial position of the
Company which has occurred between the end of the financial year of the Company i.e. 31st
March 2023, and the date of the Directors report.
Directorate
In accordance with the Companies Act, 2013 and the Articles of Association of your
Company, Mr. Sunny Gandhi (DIN: 00695322) retires by rotation and is eligible for
re-appointment.
The Board recommends the re-appointment of Mr. Pravin Dahyabhai Shah as an Independent
Director of the Company for a further period of 5 years.
Brief profiles of the Director seeking re-appointment are annexed to the Notice in
Annexure-I.
Board Evaluation
The Board has carried out an annual performance evaluation of the Directors
individually including Independent Directors, Board as a whole and of its various
committees on parameters such as skills, knowledge, participation in meetings,
contribution towards Corporate Governance practices, compliance with code of ethics etc.
Independent Directors have carried out performance evaluation of non-independent
Directors, Chairman of the Board and Board as a whole with respect to knowledge to perform
the role, time and level of participation, performance of duties and level of oversight
and professional conduct and independence.
The Directors expressed their satisfaction with the evaluation process.
Meetings
During the year Six (6) Board Meetings were convened and held. The details thereof are
given in the Corporate Governance Report. The intervening gap between the meetings was
within the period prescribed under the Companies Act, 2013 and Regulation 17 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Companies Act, 2013 Mr. Sunny Gandhi,
Wholetime Director; Mr. Prakash Indulal Mehta, Chief Financial Officer and Mr. Anshul
Garg, Company Secretary are the Key Managerial Personnel of the Company.
Declaration by Independent Directors
Necessary declarations have been obtained from all the Independent Directors under
Section 149 (6) of the Companies Act, 2013 and Regulations 16(1) (b) of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015.
Subsidiary, Joint Venture or Associate Companies
Your Company has a wholly owned foreign subsidiary Company in Dubai at the Dubai Multi
Commodities Centre (DMCC), UAE in the name of SUNRAJ DIAMONDS DMCC.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014, the statement containing salient features of the Financial
statements of the Companys Subsidiaries (in Form AOC-1)- Annexure-A to this report
is forming part of the Consolidated Financial Statement.
Pursuant to Section 136 of the Companies Act, 2013 the Company is exempted from
attaching to its Annual Report of the Subsidiary Company viz. SUNRAJ DIAMONDS DMCC as the
same is listed on the website of the company.
The financial statement of the subsidiary Company is kept open for inspection for the
shareholders at the Registered Office of the Company. The Company shall provide the copy
of the financial statement of its subsidiary company to the shareholders upon their
request free of cost.
During the financial year ended 31st March, 2023, the Company has not entered into any
related party transactions ("RPT") requiring the approval of the Board of
Directors pursuant to Section 188(1) of the Companies Act, 2013.
Further, no RPT, exceeding the applicable threshold prescribed pursuant to Rule 15(3)
(a) of the Companies (Meetings of Board and its Powers) Rules, 2014, requiring members
approval was entered into by the Company during the financial year 2022-23.
There being no related party transaction requiring the approval pursuant to Section 188
of the Companies Act, 2013, the disclosure in Form AOC 2 is not required to be
annexed to this report.
Particulars of Loans, Guarantees or Investments
There were no loans, guarantees or investments made by the Company under Section 186 of
the Companies Act, 2013, during the year under review and hence the said provision is not
applicable.
ANNUAL RETURN
In accordance with the provisions of the Companies Act, 2013, the annual return in the
prescribed format (Form MGT-7) is listed at the website of the Company
www.sunrajdiamonds.com.
Business Risk Management
The Company manages and monitors principal risks and uncertainties that can impact
ability of the Company to achieve its targets/ objectives. Timely reports are placed
before the board for considering various risks involved in the Company
business/operations. The
Board evaluates these reports and necessary/corrective actions are then implemented.
A brief report on risk evaluation and management is provided under Managements
Discussion and Analysis Report forming part of this Annual Report as Annexure-B.
Internal Financial Controls
The Company has in place, adequate systems and procedures, commensurate with size of
the Company, for implementation of internal financial control across the organization
which enables the Company to ensure that these controls are operating effectively.
Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo
Conservation of energy is of utmost significance to the Company. Operations of the
Company are not energy intensive. However, every effort is made to ensure optimum use of
energy by using energy- efficient computers, processes and other office equipment.
Constant efforts are made through regular/ preventive maintenance and upkeep of existing
electrical equipment to minimize breakdowns and loss of energy.
The Company is continuously making efforts for induction of innovative technologies and
techniques required for the business activities.
Particulars with regards to foreign exchange expenditure and earning are given in Notes
No. 26 of the notes to the accounts.
Corporate Social Responsibility (CSR)
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable
to the Company.
Directors Responsibility Statement
Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the
Company confirms that-
a) In the preparation of the annual accounts for the year ended 31st March, 2023,
the applicable accounting standards read with requirements set out under Schedule III to
the Act, have been followed and there are no material departures from the same.
b) 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 as at 31st March, 2023
and of the profit of the Company for the year ended on that date.
c) The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
d) The Directors have prepared the annual accounts on a ‘going concern basis.
e) Internal financial controls laid down in the Company were adequate and operating
effectively.
f) The Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such system are adequate and operating
effectively.
Share Registrar & Transfer Agent
The Companys Registrar & Transfer Agents for shares is Adroit Corporate Services
Pvt. Ltd (ACSPL). ACSPL is a SEBI registered Registrar & Transfer Agent. The contact
details of ACSPL are mentioned in the Report on Corporate Governance. Investors are
requested to address their queries, if any to ACSPL; however, in case of difficulties, as
always, they are welcome to contact the Companys Compliance Officer, the contact
particulars of which are contained in the Report on Corporate Governance.
Deposit
Your Company has not accepted any deposit from the public during the year within the
meaning of Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of
Deposits) Rules, 2014.
Particulars of Employees
The Company does not have any employee covered under the provisions of Rule 5 (2) of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and
therefore, this information has not been furnished as part of this Report.
The prescribed particulars of employees required under Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-C
and forms a part of this Report of the Directors.
Vigil Mechanism
The Company has a Vigil Mechanism and Whistle-Blower Policy to deal with instances of
fraud and mis-management, if any, and conducting business with integrity, including in
accordance with all applicable laws and regulations.
Auditors
The Board of Directors informs that M/s. Govind Prasad and Co., Chartered Accountants
having Firm Registration No 114360W will act as the Statutory Auditor of the Company for
the FY 2023-2024.
Auditors Report
The Auditors Report to the shareholders does contain reservation, qualification and
adverse remark as under:
| Sr No |
Qualifications made by Auditor |
Explanations by the Board |
| 1. |
The Company has not made the provision of employee cost with reference to the
retirement benefits of the employees. |
The Opinion of the Auditor is Self- explanatory and Company is in process of complying
the same and necessary compliance will be done in due course. |
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rule, 2014 the Company has
appointed M/s. Kiran Doshi & Co., Company Secretary in Practice (Peer Reviewed Firm 1977/2022)
to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in the
prescribed Form No. MR-3 is annexed herewith as Annexure-D.
QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:
| Qualifications made by Secretarial Auditor |
Explanations by the Board |
| a. The Company failed to file the Audited Consolidated Financial Results along with
the Audit Report and Statement on Impact of Audit Qualifications for Financial Year ended
31st March, 2022 within 60 days from the end of Financial Year. |
Company filed the Audited Consolidated Financial Results along with the Audit Report
and Statement on Impact of Audit Qualifications for Financial Year ended 31st March, 2022
on 30th July, 2022. |
| b. The Company failed to file intimation under Regulation 30 of SEBI LODR with regards
to appointment of Mr. Prakash Mehta as the Chief Financial Officer of the Company and the
same was filed with a delay of 48 days. |
Company complied with the regulation with a delay of 48 days. |
General
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
a) Issue of equity shares with differential rights as to dividend, voting or otherwise.
b) Issue of shares (including sweat equity shares) to employees of the Company under
any scheme.
c) The Whole-time Director of the Company receive any remuneration or commission from
any of its subsidiaries.
d) No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Companys operations in future.
e) During the year under review, there were no cases filed or reported pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Penalties
a) Due to Covid-19 there was a delay in conducting the Annual General Meeting for the
year ended 31st March, 2020 for which the company had approached the Regional Director
Western Region, Mumbai for compounding the said offence. The Company received an order for
compounding the said offence on 25th April, 2023 and the stipulated compounding fees had
been paid.
b) Bombay Stock Exchange (BSE) has levied a fine for non-compliance of Regulation 33 of
SEBI LODR Regulations. The Company had made a request to BSE for adjusting the same with
an advance (waived amount already paid) of the Company available with BSE.
Acknowledgement
The Directors wish to take this opportunity to express their sincere thanks to the
Companys Bankers for their valuable support and the Shareholders for their unflinching
confidence in the Company.
Corporate Governance:
Pursuant to Regulation 15(2) of SEBI LODR Regulations, the compliance with the
corporate governance provisions is not applicable to the Company. However to provide our
shareholders with a comprehensive and detailed information, a report on Corporate
Governance forms part of this Annual Report. The Auditors Certificate on compliance with
Corporate Governance requirements by the Company is attached to the Report on Corporate
Governance.
|
For and on behalf of the Board of Directors |
|
|
Sd/- |
Sd/- |
|
SUNNY GANDHI |
SHRUTI GANDHI |
|
Wholetime Director |
Director |
|
DIN: 00695322 |
DIN: 06947535 |
| Place: Mumbai |
|
|
| Dated: 11thAugust, 2023 |
|
|
+91-9892691696
