| Dear Members,
Your Directors have pleasure in presenting their 26th ANNUAL REPORT
along with the audited annual accounts for the year ended on 31st
MARCH, 2015, AND REPORT THAT: -
1. FINANCIAL RESULTS
A summary of your Company's Financial Performance for the Financial
Year ended 31st March 2015 is given below: -
PARTICULARS 2014-2015 2013-2014
Sales & Other Income 8,77,507 (31,52,709)
Profit/(Loss) Before Tax (PBT) (14,531) (40,86,964)
Profit/(Profit) After Tax (PAT) (14,531) (40,86,964)
Less :- Prior year tax adjustments NIL (5,34,630)
Deferred Tax (252) (401)
Add :- Balance b/f from the previous year (17,46,089) (28,75,103)
Balance available for Appropriation (17,60,368) (17,46,089)
Less :- Transferred to General Reserve NIL NIL
Proposed Dividend NIL NIL
Balance Carried to Balance Sheet (17,60,368) (17,46,089)
2. SECRETARIAL AUDITOR
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the company has appointed M/s. Abhishek Lakhotia & Co.,
Company Secretary in practice to undertake the Secretarial Audit of the
Company for FY 2014-15. The Secretarial Audit report is annexed
herewith as "Annexure B". The Board of Directors has re-appointed M/s.
Abhishek Lakhotia & Co, Company Secretary in Practice to conduct
Secretarial Audit for FY 2015- 16 at its meeting held on 30th September
2015.
3. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual Return in Form MGT-9
as required under Section 92 of the Companies Act, 2013 (herein after
referred to as "the Act") form an integral part of this Report.
ANNEXURE - B
4. NUMBER OF MEEINGS OF THE BOARD
During Financial Year 2014-15 Five Board Meetings were held by the
Company on 28th April.,2014, 29th July.,2014, 21st Oct.,2014, 21st
Jan.,2015 and 31st March.,2015. The intervening gap between the
meetings was prescribed under the Companies Act.2013 and clause 49 of
the Listing Agreement entered with the BSE. The number of Committee
Meeting held during the Financial Year 2014-15 forms part of the
Corporate Governance Report.
5. DIRECTOR'S RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information
and explanation obtained by them, your Directors make the following
statements in terms of Section 134(5) of the Act.
(a) That in the preparation of the annual financial statements, 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 Notes to the
Financial Statements have been selected and applied consistently and
judgments have been made 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, 2015 and of the profit or loss of the Company for the Financial
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 the company and for
preventing and detecting fraud and their 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 and that such systems were adequate and operating
effectively.
6. DIRECTORS:
In accordance with the provisions of Section 152 of the Act, and that
of Articles of Association of the Company, Shri Gopal Manekchand Veram
(DIN: 01687709), Director of the Company retires by rotation at this
AGM of the Company and being eligible, offers himself for
reappointment. In accordance with the provision of the Act, the
Articles of Association of the Company, and as per the Clause 49 of the
listing agreement entered with Stock Exchange, the Board of Directors
in their meeting held on 29th May, 2015 appointed Mrs Kiran Lata Ashok
Verma (DIN: 05199911) as Additional Director (Woman Director) up to the
ensuing AGM. The Company has received notice in writing from her
signifying own candidature for appointment as Non-Executive Director of
the Company. The Board recommends her appointment at the ensuing AGM.
The Company has received declarations from all the Independent
Directors confirming that they meet with the criteria of independence
as prescribed both under Section 149 (6) of the Companies Act, 2013 and
under Clause 49 of the Listing Agreement with the BSE.
7. AUDITORS AND AUDITORS REPORT.
M/s. K.K. Jhunjhunwala & Co., Chartered Accountants (Reg. No. 111852W)
Auditors of the Company, retire at the conclusion of ensuing AGM and
offer themselves for reappointment. The Company has received letter
from K.K. Jhunjhunwala & Co., Chartered Accountants (Reg. No. 111852W)
to the effect of their appointment, if made, would be in prescribed
limit under Sections 139 and 142 of the Act. The Audit Committee and
Board of Directors recommend reappointment of K.K. Jhunjhunwala & Co.,
Chartered Accountants (Reg. No. 111852W) as Auditors of the Company to
hold office conclusion of the ensuing AGM till the conclusion of next
AGM and to fix their remuneration. The Notes on Accounts referred to in
the Auditors' Report are self- explanatory and do not call for any
further comments.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
UNDER SECTION 186.
There are no loans, Guarantees and Investments made under the
provisions of Section 186 of the Companies Act, 2013 during the year.
Details of Loan, Guarantees and Investments covered under the
provisions of the Act are given in the notes to the Financial
Statements.
9. RELATED PARTY TRANSACTIONS:
There are no contracts or arrangements with related parties referred to
section 188(1) of the companies Act, 2013.
10. DEPOSITS:
Your Company has not accepted any deposits within the meaning of
section 73 of the Companies Act, 2013 and the Rule made thereunder and
therefore no amount of principal or interest was outstanding as on the
date of Balance Sheet.
11. FINANCIAL HIGHLIGHTS AND COMPANY AFFAIRS:
Your Company has earned total revenue of Rs.8.78 lakhs in Financial
Year 2014-15 as compared to loss Rs.31.53 lakhs in Financial Year
2013-14. The profit/(Loss) after tax in Financial Year 2014-15 is
Rs.(0.14) lacs as compared to loss Rs.46.21 lakhs in Financial Year
2013-14.
12. DIVIDEND
Due to non-availability of sufficient funds, your directors express
their inability to recommend any dividend for the year under review.
13. RISK MANAGEMENT
As per the Act, and as part of good corporate governance the Company
has constituted the Risk Management Committee. The Committee is
required to lay down the procedures to inform to the Board about the
risk assessment and minimization procedures and the Board shall be
responsible for framing, implementing and monitoring the risk
management plan and policy for the Company. The main objective of this
policy is to ensure sustainable business growth with stability and to
promote a pro-active approach in reporting, evaluating and resolving
risks associated with the business. In order to achieve the key
objective, the policy establishes a structured and disciplined approach
to Risk Management, in order to guide decisions on risk related issues.
The Committee reviewed the risk trend, exposure and potential impact
analysis carried out by the management. It was specifically confirmed
to the Committee by the MD & CEO and the CFO that the mitigation plans
are finalised and up to date, owners are identified and the progress of
mitigation actions are monitored.
14. SHARE CAPITAL
The Issued, Subscribed and Paid-Up Equity Share Capital as on 31st
March, 2015 was Rs.48,609,000. During the year under review, the
Company has not issued shares with differential voting rights nor
granted any stocks options or sweat equity. As on 31st March, 2015 none
of the Directors of the Company holds instrument convertible into
equity shares of the Company.
15. CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement entered with the BSE, a
separate Report on Corporate Governance practices followed by the
Company, together with a Certificate from the Company's Auditors
confirming compliance forms an integral part of this Report.
Further, as per Clause 49 of the Listing Agreement entered with the
BSE, CEO/CFO Certification confirming the correctness of the financial
statements, adequacy of the internal control measures and reporting of
matters to the Audit Committee forms an integral part of this Report.
16. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
As per Clause 49 of the Listing Agreement entered with the BSE, a
separate Report on Management's Discussion and Analysis forms an
integral part of this Report.
17. PARTICULARS OF EMPLOYEES
The information required pursuant to section 197 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company are not applicable
to the Company, as the Company has not employed any employees whose
salary exceeds the prescribed limits.
18. SEXUAL HARASSMENT
During the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The Company has complied with the requirement of
formation of a suitable committee as required under the said act.
19. PARTICULARS REQUIRED UNDER THE LISTING AGREEMENT LISTING
The Equity Shares of the Company are at present listed with the
following Stock Exchanges:-
The Ahmedabad Stock : Manek Chowk, Ahmedabad - 380 001
Exchange
Jaipur Stock Exchange Ltd : Malviya Nagar, Jaipur - 302 017
The Mumbai Stock Exchange : Phiroze Jeejeebhoy Towers, Dalal St.,
Mumbai
20. PAYMENT OF LISTING FEES
The Company has paid listing fee to the Mumbai Stock Exchange and has
not paid listing fee to the Jaipur and Ahmedabad Stock Exchanges.
21. INFORMATION ON ENERGY CONSERVATION AND FOREIGN EXCHANGE
There was no foreign exchange earnings or outgo, during the year under
review. Hence, the information as required under Section 134(3)(m) of
the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014
is to be regarded as Nil.
The Company has not entered into any technology transfer agreement
22. ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation and
acknowledgement with gratitude's for the support and assistance to the
Company's Bankers, Shareholders and Customers Your Directors place on
record their deep sense of appreciation for the devoted services of the
executives and staff at all levels of the Company, to the growth &
success of the Company.
BY ORDER OF THE BOARD
For ALKA DIAMOND INDUSTRIES LIMITED PLACE: - MUMBAI.
DATE : - 03.09.2015
GOPAL M. VERMA
CHAIRMAN & MANAGING DIRECTOR
DIN: 01687709 |