To
The Members,
Deep Diamond India Limited
Address: 408, Corporate Avenue Wing-A Sonawala Road, Goregaon East, NR. Udyog
Bhavan Mumbai-400063
Your directors have the pleasure of presenting the 29th Annual Report of the
Company together with the Audited Statement of Accounts for the year ended March 31, 2023.
1. FINANCIAL SUMMARY & OPERATIONAL HIGHLIGHTS:
a) Financial Results
The Company's performance during the year ended March 31, 2023, as compared to the
previous financial year, is summarized below:
(Amount in INR.)
Particulars |
2022-2023 |
2021-2022 |
Total Income |
7,91,99,300 |
1,65,57,441 |
Less Expenses |
(6,18,67,281) |
(1,39,11,724) |
Profit & (Loss) before extraordinary |
17,33,2,019 |
26,45,716 |
items & Tax |
|
|
Exception and Extraordinary items |
- |
- |
Profit & (Loss) before Tax |
17,33,2,019 |
26,45,716 |
Less: Tax expense |
(47,69,457) |
(6,75,000) |
Profit/Loss after tax |
1,25,62,562 |
19,70,716 |
Other Comprehensive Income |
(2,366) |
(31,555) |
Total Income |
1,25,60,196 |
19,39,161 |
APPROPRIATION:
Interim Dividend |
- |
- |
Final Dividend |
- |
- |
Tax on distribution of dividend |
- |
- |
Transfer of General Reserve |
- |
- |
Balance carried to Balance sheet |
9,92,30,718 |
4,47,80,023 |
b) Company's performance review:
The Company continues to see marginal growth in its overall performance in the
financial year 2022-2023. Driven by the performance of the segment in which the Company
operates the quick summary of standalone results are given below:
During the Financial Year ended March 31, 2023, the Company's total Revenue from
operations is INR 7,67,22,345/- as against INR 1,39,23,519/- in the corresponding previous
Financial Year ended March 31, 2022.
The Profit after tax for the Financial Year ended March 31, 2023, is INR 1,25,62,562/-
as against Profit of INR 19,70,716 in the corresponding previous Financial Year ended
March 31, 2022.
c) Operations and Changes in nature of the business, if any:
The Company continues to be engaged in activities pertaining to sale of gold and
diamond studded Jewellery.
Further the Company has also engaged itself in the new business segment pertaining to
marketing of Pharmaceutical goods in India during the year under review.
Considering the addition of the new business segment, i.e., the Pharmaceutical
Business, there was a change in the nature of business operations of the Company which
impacted the financial position of the Company during the financial year under review.
d) Transfer to Reserves
The Company has not transferred any amount into the general reserve during the
financial year under review.
e) Dividend:
With a view to conserve resources, your directors have thought it is prudent not to
recommend any dividend for the financial year under review.
f) Unpaid dividend & IEPF:
Neither the Company was liable to transfer any amount, nor the Company has transferred
any amount to the Investor Education & Protection Fund (IEPF) and no amount is lying
in Unpaid Dividend A/c of the Company.
g) Disclosure with respect to demat suspense account / unclaimed suspense account:
Not Applicable.
h) Report on the performance of Subsidiaries, Associates, and Joint venture companies:
During the year under review, the Company has No Subsidiary, Associate & / or Joint
Venture Company. Therefore, the report on the performance of the Subsidiaries, Associates
& Joint Venture Companies is not applicable to the Company for the year under review.
i) Deposits:
The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act 2013 ("the Act") read with the
Companies
(Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the
requirement for furnishing details relating to deposits covered under Chapter V of the Act
or the details of deposits that are not in compliance with the Chapter V of the Act is not
applicable.
j) Loans From Directors:
During the financial year under review, the Company has taken a loan from the Mr.
Prakash Solanki who was the director of the Company, and thus he has given the declaration
in writing to the Company stating that the amount is not being given out of funds acquired
by him by borrowing or accepting loans or deposits from others.
Accordingly, the following amount is excluded from the definition of Deposit as per
Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014:-
Name of Director giving loan |
Amount borrowed during 2022-23 |
Mr. Prakash Solanki |
INR 2,49,95,815/- |
k) Share Capital:
During the year under review, there was a change in the Authorized, Issued, Subscribed,
and Paid-up Share Capital of the Company pursuant to preferential issue and subdivision of
equity shares.
As of March 31, 2023, the Authorized Share Capital of the Company is INR 10,00,00,000/-
divided into 10,00,00,000 equity shares of INR 1/- each.
Further, the Issued, Subscribed, and Paid-up Share Capital of the Company as of March
31, 2023, is INR 4,80,50,000/- divided into 4,80,50,000 equity shares of INR 1/- each.
l) Particular of contracts or arrangements with Related parties:
All the related party transactions/contracts/arrangements that were entered into by the
Company with related party(ies) as defined under the provisions of Section 2(76) of the
Companies Act, 2013 during the year under review were on an arm's length basis and were
in compliance with the applicable provisions of the Act and the Listing Regulations.
There are no materially significant related party transactions entered into by the
Company with its Promoters, Directors, KMP's, or Senior Management Personnel that may have
a potential conflict with the interest of the Company at large. All related party
transactions as required under AS-18 are reported in the notes to the financial statement
of the Company. Hence no disclosure is required to be given in this regard in Form AOC-1.
m) Web address where annual return referred u/s 92(3) will be hosted.
Pursuant to the provisions of Section 92(3) read along with Section 134(3)(a) of
Companies Act, 2013, the Annual Return as on March 31, 2023 will be available on Company's
website on https://www.deepdiamondltd.co.in/investors.html.
n) Material changes and commitments affecting the financial position of the company and
key developments:
Except as disclosed elsewhere in this report there are no material changes and
commitments affecting the financial position of the Company, subsequent to the close of
the Financial Year 2022-2023 till the date of this Report.
o) Particulars of loans, guarantees, securities or investments under section 186 of the
Companies Act, 2013:
The particulars of Loans, Guarantees, and Investments covered under section 186 of the
Companies have been disclosed in Note No. 03, 04 and 09 of Notes to the Financial
Statement.
p) Conservation of energy, technology absorption and foreign exchange earnings and
outgo:
The particulars as required under the provisions of Section 134(3) (m) of the Companies
Act, 2013 read along with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy, technology absorption, foreign exchange earnings and outgo etc.
are as mentioned below:
A) Conservation of energy:
Steps taken or impact on conservation of energy |
The operations of the Company do not involve high energy consumption.
However, the Company has for many years now been laying great emphasis on the Conservation
of Energy and has taken several measures including regular monitoring of consumption,
implementation of viable energy saving proposals, improved maintenance of systems etc. |
Steps taken by the company for utilizing alternate sources of
energy |
Though the activities undertaken by the Company are not energy intensive,
the Company shall explore alternative sources of energy, as and when the necessity arises. |
Capital investment on energy conservation Equipment's |
Nil |
(B) Technology absorption:
Efforts made towards technology absorption |
Nil |
Benefits derived like product improvement, cost reduction, product
development or import substitution |
|
In case of imported technology (imported during the last three
years reckoned from the beginning of the financial year): |
|
Details of technology imported |
Nil |
Year of import |
Not Applicable |
Whether the technology has been fully absorbed |
Not Applicable |
If not fully absorbed, areas where absorption has not taken
place, and the reasons thereof |
Not Applicable |
Expenditure incurred on Research and Development |
Nil |
(C) Foreign exchange earnings and Outgo:
|
April 01, 2022, to March 31, 2023 [2022-2023] |
April 01, 2021, to March 31, 2022 [2021-2022] |
|
Amount in Rs. |
Amount in Rs. |
Actual Foreign Exchange earnings |
Nil |
Nil |
Actual Foreign Exchange outgo |
Nil |
Nil |
q) Internal financial control systems and their adequacy:
The Company has its internal financial control systems commensurate with the size and
complexity of its operations, to ensure proper recording of financials and monitoring of
operational effectiveness and compliance of various regulatory and statutory requirements.
The management regularly monitors the safeguarding of its assets, prevention and detection
of frauds and errors, accuracy and completeness of the accounting records including timely
preparation of reliable financial information.
The internal auditor consults and reviews the effectiveness and efficiency of the
internal financial control systems and procedure to ensure that all the assets are
protected against loss and that the financial and operational information is accurate and
complete in all respects. Significant audit observations and corrective actions thereon
are presented to the Audit Committee of the Company.
2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a) Board of Directors & Key Managerial Personnel:
There was a change in the Directorship of the Company during the year under review and
accordingly the Board of the Company was reconstituted at various occasions throughout the
financial year under review.
Below are the details regarding all the appointments done and resignations received for
the period commencing from April 01, 2022, till the date of this report.
i. Appointment:
Mr. Manoj Himatsinghka (DIN: 02219343) and Mr. Ajay Vadnerkar (DIN: 09616079) were
appointed as Additional Independent Director w.e.f. May 25, 2022, and were
regularized as Independent Directors of the Company w.e.f. August 23, 2023.
Mr. Ganpat Lal Nyati (DIN: 09608005) was appointed as an Additional Executive Director
w.e.f. June 02, 2023, and was redesignated as a Managing Director of the Company w.e.f.
September 27, 2023, and Mr. Narendra Kumar Shrimali (DIN: 09034181) was appointed
as Additional Non-Executive Director w.e.f. June 02, 2022, and was regularized as a
Non-Executive Director of the Company w.e.f. August 23, 2022.
Ms. Soniya Upadhyay (DIN: 09629126) was appointed as an Additional Executive Director
w.e.f. June 30, 2022.
Ms. Sonali Ladha (DIN: 09782074) was appointed as an Additional Executive Director and
Chief Executive Officer of the Company w.e.f. January 01, 2023, and was regularized as an
Executive Director w.e.f. March 25, 2023.
Mr. Narendra Kumar Shrimali (DIN: 0903418) was appointed as Chief Financial Officer of
the Company w.e.f. April 01, 2023.
Ms. Sonali Ladha (DIN: 09782074) was re-designated from Executive Director to Whole
Time Director of the Company w.e.f. April 24, 2023.
Mr. Prashant Tali was appointed as Company Secretary and Compliance officer of the
Company w.e.f. May 05, 2023.
Mr. Ashish Jain (DIN: 10124476) was appointed as an Additional Independent Director of
the Company w.e.f. April 24, 2023, and was regularized as an Independent Director w.e.f.
July 11, 2023.
Mr. Vinod Madowara (DIN: 08436361) was appointed as an Additional Independent Director
of the Company w.e.f. August 28, 2023.
ii. Details of the Directors and KMP's resigned during the year:
Mr. Mayank Shah (DIN: 07468663) resigned from the post of Independent Director of the
Company w.e.f. June 30, 2022.
Mr. Dinesh Solanki (DIN: 01803066) resigned from the post of Managing Director of the
Company w.e.f. July 15, 2022.
Ms. Soniya Upadhyay (DIN: 09629126) resigned from the post of Additional Executive
Director w.e.f. August 23, 2022.
Mr. Prakash Solanki (DIN: 00716606) resigned from the post of Whole Time Director,
Chief Financial Officer, and Chairman of the Company w.e.f. September 29, 2022. Ms.
Sangeeta Jain (DIN: 01510470) resigned from the post of Independent Director of the
Company w.e.f. October 31, 2022.
Mr. Ajay Vadnerkar (DIN: 09616079) resigned from the post of Independent Director of
the Company w.e.f. January 25, 2023.
Mr. Amit Kumar Dudani resigned from the post of Company Secretary and Compliance
Officer of the Company w.e.f. February 28, 2023.
Mr. Manoj Himatsinghka (DIN: 02219343) resigned from the position of Independent
Director of the Company w.e.f. June 29, 2023.
The Directors and Key managerial personnel as on March 31, 2023, are as below:
Sr. No. Name of Directors & KMP's |
Designation |
DIN/PAN |
1. Mr. Manoj Binod Himatsinghka |
Non-Executive Independent Director |
02219343 |
2. Mr. Narendra Kumar Shrimali |
Executive Director |
09034181 |
3. Mr. Ganpat Lal Nyati |
Managing Director |
09608005 |
4. Ms. Sonali Laddha |
Executive Director & Chief Executive Officer |
09782074 |
b) Retirement by Rotation
In accordance with the provisions of the Act, none of the Independent Directors is
liable to retire by rotation.
As per the provisions of Section 152(6) of the Companies Act, 2013 read with the
Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Narendra Kumar
Shrimali (DIN: 09034181) retire by rotation at the ensuing Annual General Meeting and
being eligible, offer themselves for re-appointment.
Your directors recommend their approval.
c) Declaration under section 149(6) of the Companies Act, 2013 and Securities Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 from
Independent Directors:
The Company has duly complied with the definition of Independence' according to
the provisions of Section 149(6) of, read along with Schedule IV to the Companies Act,
2013 i.e., Code of Independent Directors and Regulation 16 (1) (b) and Regulation 25 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended).
All the Independent Director/s have submitted a declaration that he/she meets the
criteria of independence and submits the declaration regarding the status of holding other
directorship and membership as provided under law.
The Independent Directors have also confirmed that they have complied with the
Company's code of conduct for Board and Senior Management as per Regulation 26(3) of SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015.
The Independent Directors affirmed that none of them were aware of any circumstance or
situation which could impair their ability to discharge their duties in an independent
manner.
d) Evaluation by Independent Director:
In a separate meeting of Independent Directors, performance of non-independent
directors, performance of the Board as a whole and performance of the Chairman was
evaluated, considering the views of executive director.
e) Disqualification of Directors:
During the financial year 2022-2023 under review, the Company has received Form DIR-8
from all Directors as required under the provisions of Section 164(2) of the Companies
Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014.
The Board has taken the same on record.
f) Remuneration / Commission drawn from holding / subsidiary Company:
During the Financial Year 2022-2023 the Company does not have any holding or Subsidiary
Company. Therefore, any remuneration/commission drawn from the
Company's holding Company/subsidiary companies is not applicable in our company's case.
3. Disclosure related to Committees of the board:
As on March 31, 2023, the Board had Three (3) Committees viz; Audit Committee,
Nomination and Remuneration Committee, Stakeholder Relationship Committee.
However, due to reconstitution of the Board during the financial year under review, the
committees were reconstituted.
i. Audit Committee:
The Audit Committee of Directors was constituted pursuant to the provisions of Section
177 of the Companies Act, 2013.
The composition of the Audit Committee was not in conformity with the provisions of the
said section as on March 31, 2023, due to resignation of Independent Director of the
Company during the financial year under review. However, as on the date of this report the
audit committee was in conformity with the provisions of the said section.
The Audit Committee comprises of as on date of this report:
Name of Members |
Designation |
Mr. Vinod Mandowara |
Chairman |
Mr. Ganpat Lal Nyati |
Member |
Mr. Ashish Jain |
Member |
All members of the Audit Committee have the requisite qualification for appointment on
the Committee and possess sound knowledge of finance, accounting practices and internal
controls.
The Audit Committee met 13 times during the financial year ended on March 31, 2023, at
their meeting held on.
During the year under review, the Board of Directors of the Company accepted all the
recommendations of the Committee.
ii. Nomination & Remuneration Committee:
The Nomination and Remuneration Committee of Directors was constituted pursuant to the
provisions of Section 178 of the Companies Act, 2013. The composition of the Nomination
and Remuneration Committee was not in conformity with the provisions of the said section
as on March 31, 2023, due to resignation of Independent Director of the Company during the
financial year under review.
The Nomination & Remuneration Committee comprises of as on the date of this report
is as below:
Name of Members |
Designation |
Mr. Vinod Mandowara |
Chairman |
Mr. Narendra Kumar Shrimali |
Member |
Mr. Ashish Jain |
Member |
The Board has in accordance with the provisions of sub-section (3) of Section 178 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
selection and remuneration for Directors, Key Managerial Personnel and Senior Management
Employees.
Major criteria/gist defined in the policy framed for appointment of and payment of
remuneration to the Directors of the Company, are as under:
Minimum Qualification Positive Attributes Independence Experience
The Nomination & Remuneration Committee met 7 times during the financial year ended
on March 31, 2023. iii. Stakeholder & Relationship Committee:
The Stakeholder & Relationship Committee of Directors was constituted pursuant to
the provisions of Section 178(5) of the Companies Act, 2013.
The Stakeholder & Relationship Committee comprises of as on the date of this report
of the below mentioned:
Name of Members |
Designation |
Mr. Narendra Kumar Shrimali |
Chairman |
Mr. Vinod Mandowara |
Member |
Mr. Ganpat Lal Nyati |
Member |
The Company Secretary of the Company to acts as the Secretary of the Stakeholders'
Relationship Committee.
The Stakeholders' Relationship Committee met 1 time during the financial year ended on
March 31, 2023, at their meeting held on.
SEBI Complaints Redress System (SCORES):
The investor complaints are processed in a centralized web-based complaints redress
system. The salient features of this system are a centralized database of all complaints,
online upload of Action Taken Reports (ATRs) by the concerned companies, and online
viewing by investors of actions taken on the complaint and its current status.
Your Company has registered itself on SCORES and makes every effort to resolve all
investor complaints received through SCORES or otherwise within the statutory time limit
from the receipt of the complaint. The Company has not received any complaint on the
SCORES during the financial year 2022-2023.
4. Board & Committees Meetings:
i. Number of Board Meetings:
During the financial year under review, the Board of Directors met 13 times during the
year in accordance with the provisions of the Companies Act, 2013 and rules made
thereunder.
The Company has complied with the applicable Secretarial Standards in respect of all
the above-Board meetings.
ii. Meeting of Independent Directors:
In compliance with Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015, the Independent
Directors held their separate meeting on January 16, 2023, without the attendance of
non-independent directors and members of management, inter alia, to discuss the following:
Review the performance of non-independent directors and the Board as a
whole. ? Review the performance of the Chairperson of the Company, considering the views
of executive directors and non-executive directors; and Assess the quality, quantity, and
timeliness of flow of information between the Company Management and the Board that is
necessary for the Board to perform their duties effectively and reasonably.
All independent directors were present at the meeting, deliberated on the above and
expressed their satisfaction.
5. Policy(s) and Annual Evaluation:
(i) Vigil Mechanism Policy
The Board of Directors of the Company have, pursuant to the provisions of Section
177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and
its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and
employees of the Company to provide a mechanism which ensures adequate safeguards to
employees and Directors from any victimization on raising of concerns of any violations of
legal or regulatory requirements, incorrect or misrepresentation of any, financial
statements and reports, etc.
The employees of the Company have the right/option to report their concern/grievance to
the Chairman of the Board of Directors.
The Company is committed to adhering to the highest standards of ethical, moral, and
legal conduct of business operations.
(ii) Policy on Nomination and Remuneration of Directors, KMPs and other Employees
In terms of sub-section 3 of Section 178 of the Companies Act, 2013; the Nomination and
Remuneration Committee of the Company has laid down a policy on the selection and
appointment of Directors and the Senior Management of the Company and their remuneration
including criteria for determining qualifications, positive attributes, independence of a
director and other matters.
The Remuneration Policy is available on Company's website and can be accessed in the
link provided herein: https://www.deepdiamondltd.co.in/NRP.pdf
(iii) Risk management:
The Company has in place a mechanism to identify, assess, monitor, and mitigate various
risks to key business objectives. Major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a continuing basis. These are
discussed at the meetings of the Audit Committee and the Board of Directors of the
Company.
There are no material changes or commitments affecting the financial position of the
Company between the end of the financial year and the date of this Report.
Risk Management Policy:
The Board of Directors of the Company has designed Risk Management Policy and
Guidelines to avoid events, situations or circumstances which may lead to negative
consequences on the Company's businesses and define a structured approach to manage
uncertainty and to make use of these in their decision-making pertaining to all business
divisions and corporate functions. Key business risks and their mitigation are considered
in the annual/strategic business plans and in periodic management reviews.
(iv) Criteria for making payments to non-Executive directors:
Pursuant to Regulation 46(2)(f) the Board has framed the policy containing the criteria
for making the payments to non-executive directors.
The policy is available on the website at
https://www.deepdiamondltd.co.in/investors.html
(v) Annual Evaluation of Directors, Committee and Board as a whole:
Pursuant to the provisions of the Section 134(3)(p) of the Companies Act, 2013 the
Board has carried out the formal annual performance evaluation of its own performance, the
Directors individually as well as the evaluation of the working of its various Committees
and the working of the Board as whole.
The evaluation exercise was carried out on various aspects of the Boards functioning
such as composition of the Board & committees, experience & competencies,
performance of the duties and obligations, governance issues, etc.
The manner in which the evaluation has been carried out has been explained below:
Performance Evaluation criteria:
Separate exercise was carried out to evaluate the performance of individual Directors
including the Chairman by the Nomination and Remuneration committee as per the structured
mechanism who were evaluated on following parameters / criteria:
Participation and contribution by a director, Commitment (including guidance provided
to senior management outside of Board/ Committee meetings), Effective deployment of
knowledge and expertise, Effective management of relationship with stakeholders, Integrity
and maintenance of confidentiality, Independence of behavior and judgment, Observance of
Code of Conduct, and Impact and influence.
In the opinion of the Board, Independent Directors of the Company possess relevant
expertise and experience (including proficiency)
6. Auditors and Reports:
The matters related to Auditors and their Reports are as under:
(i) Statutory Auditor:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014 M/s. VIJAY R. TATER & Co., Chartered Accountants
(Registration No. 111426W), the Statutory Auditors of the Company have been appointed for
a term of 5 years to hold office till the conclusion of the Annual General Meeting to be
held for the F.Y. 2025-2026 and they continue to be the statutory auditors of the Company.
(ii) Observations of Statutory auditors on accounts for the year ended March 31, 2023:
The observations / qualifications / disclaimers made by the Statutory Auditors in their
report for the financial year ended 31st March 2023 read with the explanatory notes
therein are self-explanatory and therefore, do not call for any further explanation or
comments from the Board under Section 134(3) of the Companies Act, 2013.
(iii) Reporting of frauds by statutory auditors under section 143(12):
There were no incidents of reporting of frauds by Statutory Auditors of the Company
under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.
(iv) Adequacy of Internal Controls with reference to Financial Statements
In accordance with the opinion of the auditors, the Company has, in all material
respects, an adequate internal financial controls system over financial reporting and such
internal financial controls over financial reporting were operating effectively as at
March 31, 2023.
(v) Secretarial Auditor:
Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates
to obtain Secretarial Audit Report from a Practicing Company Secretary.
Accordingly, M/s Ronak Jhuthawat & Co, Practicing Company Secretary had been
appointed to issue Secretarial Audit Report for the financial year 2022-2023.
(vi) Secretarial Auditor Report for the financial year ended on March 31, 2023:
Secretarial Audit Report issued by Ronak Jhuthawat & Co, Practicing Company
Secretaries in Form MR-3 for the financial year 2022-2023 forms part of this report and
attached as Annexure- I.
(vii) Observations of Secretarial auditors on accounts for the year ended March 31,
2023:
The replies to the comments of the Secretarial Auditors in the Auditor's Report are as
follows:
Sr. No. Observation Remark |
Management Response |
1. The Company does not have a proper composition of Board of Directors
as required under Regulation 17 of SEBI(LODR) Regulations, 2015 and Section 149 of the
Companies Act, 2013 |
Due to high quantum of resignation of Directors during the year under
review, it resulted into non- compliance of composition of Board of Directors as required
under Regulation 17 of SEBI(LODR) Regulations, 2015 and Section 149 of the Companies Act,
2013 |
2. The company does not have proper composition of Audit committee as
required under Regulation 18 of SEBI(LODR) Regulations, 2015 and Section 177 of the
Companies Act, 2013 |
Due to high quantum of resignation of Directors during the year under
review, it resulted into non- compliance of composition of Audit committee as required
under Regulation 18 of SEBI(LODR) Regulations, 2015 and Section 177 of the Companies Act,
2013 |
3. The company does not have proper composition of Nomination and
Remuneration committee as required under Regulation 19 of SEBI(LODR) Regulations, 2015 and
Section 178 of the Companies Act, 2013 |
Due to high quantum of resignation of Directors during the year under
review, it resulted into non- compliance of composition of Nomination and Remuneration
committee as required under Regulation 19 of SEBI(LODR) Regulations, 2015 and Section 178
of the Companies Act, 2013 |
4. The Company has made preferential allotment during the audit period
which was not in compliances with applicable provisions and rules. |
It was an unintentional non- compliance on the part of the Company and
the Company will take due care henceforth. |
(viii) Cost auditor:
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with
Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the
Company is not required to appoint Cost Auditor.
(ix) Maintenance of Cost records:
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company
is not required to maintain Cost Records under said Rules.
(x) Internal auditor:
In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules
framed thereunder, the Board has appointed M/s. Valawat & Associates, Chartered
Accountants to conduct the Internal Audit of the Company for the Financial Year 2022-23.
(xi) Internal Auditor Report for the financial year ended on March 31, 2023:
M/s. Valawat & Associates, Chartered Accountants, who were appointed as Internal
Auditors of the Company for the F.Y. 2022-2023 has issued their internal audit report
dated August 28, 2023, and it contains no adverse remarks or observations.
7. Other Disclosures:
Other disclosures as per provisions of Section 134 of the Act read with Companies
(Accounts) Rules, 2014 are furnished as under:
a) Details of significant and material orders passed by the Regulator or Court or
Tribunal:
There were no significant and material orders issued against the Company by a
regulating authority or court or tribunal that could affect the going concern status and
company's operation in future.
b) Directors' Responsibility Statement:
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited
financial statements of the Company for the year ended March 31, 2023, the Board of
Directors hereby confirms that:
(i) in the preparation of the Annual Accounts for the year ended March 31, 2023, the
applicable accounting standards had been followed along with proper explanation relating
to material departures.
(ii) such accounting policies have been selected and applied consistently and the
Directors 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 March 31, 2023, and of the
profit of the Company for the year ended as on that date.
(iii) proper and sufficient care was 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 other irregularities.
(iv) the annual accounts of the Company have been prepared on a going concern basis.
(v) That the directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and operating effectively.
(vi) Proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
c) Disclosure regarding Internal Complaints Committee under the sexual harassment of
women at workplace (Prevention, Prohibition and Redressal) Act, 2013:
The Company has zero tolerance towards sexual harassment at the workplace and has
adopted a policy on prevention, prohibition, and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.
The Company had constituted a committee called as Internal Complain Committee for
prevention and prohibition of Sexual Harassment of woman at workplace and complied with
provisions relating to the constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of
2013.]
d) Disclosure under section 43(a)(ii) of the Companies act, 2013:
The Company has not issued any shares with differential rights and hence no information
as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.
e) Disclosure under section 54(1)(d) of the Companies act, 2013:
The Company has not issued any sweat equity shares during the year under review and
hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)
of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
f) Disclosure under section 62(1)(b) of the companies act, 2013:
The Company has not issued any equity shares under the Employees Stock Option Scheme
during the year under review and hence no information as per provisions of Section
62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)
Rules, 2014 is furnished.
g) Disclosure under section 67(3) of the companies act, 2013:
During the year under review, there were no instances of non-exercising of voting
rights in respect of shares purchased directly by employees under a scheme pursuant to
Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)
Rules, 2014 is furnished.
h) Disclosure of proceedings pending, or application made under insolvency and
bankruptcy code, 2016 (if applicable)
No application was filed for corporate insolvency resolution process, by a financial or
operational creditor or by the company itself under the IBC before the NCLT.
i) Disclosure of reason for difference between valuation done at the time of taking
loan from bank and at the time of one-time settlement:
There was no instance of a one-time settlement with any Bank or Financial Institution.
j) Human Resources:
Your Company treats its "Human Resources" as one of its most important
assets. Your
Company continuously invests in the attraction, retention, and development of talent on
an ongoing basis. A number of programs that provide focused people's attention are
currently underway. Your Company's thrust is on the promotion of talent internally through
job rotation and job enlargement.
As on March 31, 2023, there were a total of 8 employees. The Company has all the
required policies under the Indian laws for the time being in force and as required under
the Companies Act, 2013 and SEBI LODR Regulations, 2015 to protect and safeguard the
interest of the employees.
k) Particulars of Remuneration to Employees, etc.
The particulars of remuneration to directors and employees and other related
information required to be disclosed under Section 197 (12) and sub rule 1 of rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014the
Companies Act, 2013 and the Rules made thereunder are given in "Annexure II"
to this Report.
Further the Company has no employee who is in receipt of remuneration of Rs. 8,00,000
/- per month or INR 1,02,00,000/- per annum and hence the Company is not required to give
information under sub rule 2 and 3 of rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The details for the top ten employees
of the Company are also mentioned in Annexure II to this report.
l) Management Discussion and Analysis:
Management Discussion and Analysis Report as required under Regulation 34 and Schedule
V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is furnished
as "Annexure III."
m) Secretarial Standards of ICSI:
The Central Government has given approval on April 10, 2015, to the Secretarial
Standards specified by the Institute of Company Secretary of India, the Secretarial
Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came
into effect from 1 July 2015.
The Company is in compliance with the same.
n) Corporate Governance:
Your Company is committed to maintaining the highest standards of corporate governance.
We believe sound corporate governance is critical to enhance and retain investor trust.
Our disclosures seek to attain the best practices in corporate governance. The Board
considers itself as a trustee of its shareholders and acknowledges its responsibilities
towards them for the creation and safeguarding of their wealth. In order to conduct
business with these principles the company has created a corporate structure based on
business needs and maintains a high degree of transparency through regular disclosures
with a focus on adequate control systems. As per provisions of Regulation 15 of SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015, the Corporate
Governance Report for the financial year 2022-2023 is not applicable to the Company as the
paid-up share capital is less than Rs. 10 Crores and the Net worth is less than Rs. 25
Crores.
o) Code of Conduct:
The Board has laid down a specific code of Conduct for all Board Members and Senior
Management of the Company. All the Board Members and Senior Management Personnel have
affirmed compliance with the Code on an annual basis.
p) Insider Trading:
The Board has in consultation with the Stakeholder's Relationship Committee laid down
the policy to regulate and monitor Insider Trading in the Company. The Committee regularly
analyses the transactions and monitors them to prevent Insider Trading. The Company has
also adopted a Prohibition of Insider Trading Policy.
q) Means of Communication:
The Board believes that effective communication of information is an essential
component of Corporate Governance. The Company regularly interacts with its shareholders
through multiple channels of communication such as the Company's Website and stipulated
communications to the Stock Exchange where the Company's shares are listed for the
announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, and
Company's Policies etc.
r) Corporate Social Responsibility:
Pursuant to the provisions of Section 135 of the Companies Act, 2013 Corporate Social
Responsibility is not applicable to the Company during the Financial Year 2022-2023 as the
Company is not having net worth of Rs. 500 Crore or more, turnover of Rs. 1000 Crore or
more or net profit of Rs. 5 Crore or more during the immediately preceding Financial Year
2021-2022.
s) Website:
The Company has a website addressed as https://www.deepdiamondltd.co.in/investors.html.
Website contains the basic information about the Company - details of its Business,
Financial Information, Shareholding Pattern, Contact Information of the Designated
Official of the Company who is responsible for assisting and handling investors grievances
and such other details as may be required under sub regulation (2) of Regulation 46 of the
Listing Regulations, 2015. The Company ensures that the contents of this website are
periodically updated.
t) Indian accounting standards IFRS converge standards:
The Ministry of Corporate Affairs vides its notification dated 16th February 2015
notified under Section 133 of the Companies Act 2013 read with Companies (Indian
Accounting Standards) Rules, 2015. In pursuance of the said notification, your Company has
prepared the financial statements to comply in all material respects accordance with the
applicability of Indian Accounting Standards.
u) Listing on stock exchange:
The Equity shares of the Company are listed on BSE Limited, Main Board.
v) Depository System:
Your Company's equity shares are in Demat and Physical form. The Company has appointed
Central Depository Services India Limited (CDSL) as designated depositories to the
Company.
w) Annual listing fees to the stock exchanges:
Deep Diamond India Limited has listed its equity shares on the Main Board of BSE
Limited. The listing fees have been duly paid to the exchange and annual custodial fees
have been paid to CDSL and NSDL for F.Y. 2022-2023.
8. Acknowledgements and Appreciation:
Your directors take this opportunity to thank the customers, shareholders, suppliers,
bankers, business partners/associates, financial institutions and Central and State
Governments for their consistent support and encouragement to the Company.
For and on behalf of the Board |
|
For and on behalf of Deep Diamond India Limited |
|
Sd/- |
Sd/- |
Ganpat Lal Nyati |
Sonali Laddha |
Managing Director |
Whole Time Director & CEO |
DIN: 09608005 |
DIN: 09782074 |
Date: August 28, 2023 |
Date: August 28, 2023 |
Place: Mumbai |
Place: Mumbai |
|