DIRECTORS' REPORT To, The Memberss SUNRAJ DIAMOND EXPORTS LIMITED Your Directors have pleasure in presenting 25th Annual Report and the Audited Accounts of your Company for the year ended 31st March, 2015. OPERATIONS: Your Company has recorded a turnover of Rs. 2140.14 lacs during the year under review as opposed to Rs. 3936.48 lacs in the previous year. High raw material prices and long credit extended to our clients have hindred aggressive sales. The company has been conservative on its outlook and therefore has restricted turnover in order to take on minimum risk. 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., 31 March 2015, and the date of the Directors' Report. DIRECTORATE: In terms of Sections 149, 152 and all other applicable provisions of the Companies Act, 2013, for the purpose of determining the Directors liable to retire by rotation, the Independent Directors are not included in the total number of Directors of the Company. Accordingly, Mr. Sunny Gandhi (holding DIN 00695322) shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment as Director of the Company. Brief profile of the Director seeking re-appointment is provided in the Notice convening the ensuing Annual General Meeting. BOARD EVALUATION: Pursuant to the Provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 in terms of Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 9 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. KEY MANAGERIAL PERSONNEL: Mr. Sunny Gandhi and Mr. Nirav Shah were appointed Wholetime Director of the Company and Chief Financial Officer (CFO) respectively before the Companies Act, 2013 came into force and Mr. Nirav Shah has also been designated as Key Managerial Personnel of the Company. DECLARATION BY INDEPENDENT DIRECTORS: Necessary declarations have been obtained from all the Independent Directors under sub - section (7) of Section 149 of the Companies Act, 2013. 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 Company's Subsidiaries (in Form AOC-1) 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 the Annual Report of the Subsidiary Company viz. SUNRAJ DIAMONDS DMCC The financial statement of the subsidiary Company is kept open for inspection by 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. RELATED PARTY TRANSACTIONS: All transactions entered into with related parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence enclosing of form AOC 2 is not required. Suitable disclosure as required by the Accounting Standard (AS-18) has been made in the notes to the Financial Statements. Particulars of Loans, Guarantees or Investments: There were No loans, guarantees or investments made by the company u/s 186 of the companies Act, 2013, during the year under review and hence the said provision is not applicable. 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 them implemented. A brief report on risk evaluation and management is provided under Management's Discussion and Analysis Report forming part of this Annual Report. Internal Financial Controls The Company has in place, adequate systems and procedures 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 The Company does not own any manufacturing facility and hence the particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Accounts) Rules, 2014 are not applicable. Particulars with regards to foreign exchange expenditure and earing are given in note No. 9 & 10 of the notes to the accounts. Corporate Social Responsibility (CSR) The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. Directors' Responsibility Statement The Directors would like to assure the Members that the financial statements for the year under review conform in their entirety to the requirements of the Companies Act, 2013. The Directors confirm that : a) the Annual Accounts have been prepared in conformity with the applicable Accounting Standards; b) the Accounting Policies selected and applied on a consistent basis, give a true and fair view of the affairs of the Company and of the profit for the financial year; c) sufficient care has been taken that adequate accounting records have been maintained for safeguarding the assets of the Company; and for prevention and detection of fraud and other irregularities; d) the Annual Accounts have been prepared on a going concern basis; e) the internal financial controls laid down in the Company were adequate and operating effectively; f) the systems devised to ensure compliance with the provisions of all applicable laws were adequate and operating effectively. Share Registrar & Transfer Agent The Company's 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 Company's Compliance Officer, the contact particulars of which are contained in the Report on Corporate Governance. Fixed 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 I 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 M/s Bhupendra Shroff & Co., Chartered Accountants were appointed as statutory auditors at previous AGM to hold office till the conclusion of 27th AGM subject to ratification of the appointment by the members at every AGM. In terms of Section 139 of the Companies Act, 2013, appointment of M/s Bhupendra Shroff & Co.' as Auditors of the Company is recommended for ratification at the ensuing AGM. Auditors' Report The Auditors' Report to the shareholders does not contain any reservation, qualification or adverse remark. Secretarial Audit Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Grishma Khandwala, Practicing Company Secretary (C.P. No. 1500) to undertake the Secretarial Audit of the Company. The Secretarial Audit report for the financial year ended 31st March, 2015 is annexed herewith as 'Annexure - II' to this Report. The Secretarial Audit Report does not contain any reservation, qualification or adverse remark. Extract of Annual Return The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure III. 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) Neither the Managing Director nor the Whole-time Directors 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 Company's 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. Acknowledgement The Directors wish to take this opportunity to express their sincere thanks to the Company's Bankers for their valuable support and the Shareholders for their unflinching confidence in the Company. Corporate Governance: A detailed 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 SUNNY GANDHI Executive Director DIN No. 00695322 NIRAV SHAH Executive Director DIN No. 02033505 Place : Mumbai, Dated : 14th August, 2015 |