As on: Sep 18, 2025 08:51 PM
To, The Members Mini Diamonds (India) Limited.
Your Directors hereby present the Thirty Seventh (37th) Annual Report on the Business and Operations together with the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2024 ("FY 2023-24").
Financial Highlights:
The Company's financial performance for the year under review is summarized below:
(Amount in Rupees)
REVIEW OF OPERATIONS AND STATE OF THE COMPANY AFFAIRS:
During the financial year under review, the Company has reported a total income of INR 2,45,68,74,669/- as against
INR 1,69,51,93,454/- in the previous year. The total income has increased by INR 76,16,81,215/- as compared to the previous financial year. The Profit before tax was INR 2,12,77,468/- as against Profit before tax of INR 54,46,692/- in the previous financial year. The Profit after tax was INR 2,14,69,028/- as against Profit after tax INR 56,38,857/- in the previous financial year.
The Company operates in a single segment viz. cutting and polishing of diamonds and trading of the same. An analysis of performance for the financial year including the major developments, if any, has been included in the
Management Discussion & Analysis Report, which forms a part of the Annual Report.
CHANGE IN NATURE OF BUSINESS:
There has been no change in the nature of business of the Company during the financial year under review.
DIVIDEND:
In order to preserve the resources and for undertaking future expansion plan, your Directors has not recommended any dividend for the financial year 2023-24.
TRANSFER TO RESERVES:
During the financial year 2023-24, the Company has not transferred any amount to reserves.
SHARE CAPITAL: Authorised Share Capital:
The Authorised Share Capital of the Company at the beginning of the financial year was INR 13,50,00,000/- consisting of 1,35,00,000 Equity Shares of face value of INR 10/-.
During the financial year under review, the Authorised Share Capital of the Company has increased from INR
13,50,00,000/- consisting of 1,35,00,000/- Equity Shares of face value of INR 10/- to INR 24,00,00,000/- divided into 2,40,00,000 equity shares of face value of INR 10/- each.
Paid up Share Capital:
The paid-up share capital of the Company at the beginning of the financial year was INR 3,45,00,000 consisting of 34,50,000 equity shares of face value of INR 10/- each.
During the financial year under review, the Company has allotted 1,19,116 equity shares of face value of INR 10/- each at an issue price of INR 17.69/- (including a premium of INR 7.69/-) per equity share by way of preferential issue on private placement basis as a result of this allotment the paid-up share capital of the Company was increased to INR 3,56,91,160 divided into 35,69,116 equity shares of face value of INR 10/-.
PREFERENTIAL ISSUE:
During the financial year under review, the Board at its meeting held on 23 rd June, 2023 has approved the allotment of 1,19,116 fully paid-up equity shares of face value of INR 10/- each at an issue price of INR 17.69/- (including a premium of INR 7.69/-) per equity share by way of preferential issue on private placement basis to an entity belonging to the promoter group of the Company.
The details of utilization of funds raised during the financial year 2023-24 against equity shares are given hereunder:
There is no deviation or variation in the use of proceeds from the allotment of 1,19,116 fully paid-up equity shares during financial year under review from the objects as stated in the Explanatory Statement to the Notice of the EGM dated 05th October, 2022.
Further, the Board at its meeting held on 29th February, 2024 has approved the Issuance of 2,00,00,000 warrants convertible into 1 (one) fully paid up equity share of the Company having face value of INR 10/- each ("Warrants") within a period of 18 months (eighteen months) in accordance with the applicable laws at a price of INR 25.33/- each payable in cash on preferential basis to the Non-Promoter persons/entity subject to the approval of the Members and such other regulatory or statutory approvals as may be required.
The Members of the Company at their Extra-Ordinary General Meeting ("EGM") held on 29th March, 2024 has approved the issuance of the 2,00,00,000 warrants and upon receipt of statutory approval and atleast 25% of the issue price per Convertible Equity Warrants (i.e. INR 6.33/- per warrant) as upfront payment, the Board on 22nd April, 2024 has allotted 2,00,00,000 warrants, on preferential basis to the Non-Promoter persons/entity, at a price of INR 25.33/- each payable in cash.
ALTERATION IN MEMORANDUM OF ASSOCIATION:
Pursuant to the approval of the Board at its meeting held on 29th February, 2024 and approval of the Members of the Company at their Extra-Ordinary General Meeting ("EGM") held on 29th March, 2024, the Capital Clause of Memorandum of Association ("MOA'') was altered where the authorised share capital of the Company was increased from INR 13,50,00,000/- to INR 24,00,00,000/-.
ALTERATION IN ARTICLES OF ASSOCIATION:
During the financial year under review, the members of the Company has approved at their Extra-Ordinary General
Meeting ("EGM") held on 29th March, 2024, alteration of Articles of Association ("AOA") of the Company to enable the Company to issue convertible warrants.
PUBLIC DEPOSITS:
During the financial year under review, the Company has not accepted or invited any deposits from the public falling within the ambit of Section 73 & Section 74 of the Companies Act, 2013, therefore the disclosure pursuant to Rule 8 (5)(v) & (vi) of Companies (Accounts) Rules, 2014, is not applicable to the Company.
ANNUAL RETURN:
Pursuant to Sections 92(3) and 134(3)(a) of the Companies Act, 2013 a copy of the Annual Return of the Company in e-Form MGT-7 for the financial year 2023-24 is available on the website of the Company and can be accessed at the following link: https://www.minidiamonds.net/investors-types/annual-return.
BOARD OF DIRECTORS:
The Board of Directors ("the Board") as on 31st March, 2024 comprises of 6 (Six) Directors. The composition of the Board of Directors is as follows:
During the financial year under review, there was no change in the composition of Board of Directors of the Company, except for the re-appointment of Mr. Chintan Shah as Independent Director.
KEY MANAGERIAL PERSONNEL ("KMP"):
Pursuant to the provisions of Section 2(51) and Section 203 of the Act, the following are KMPs of the Company as on 31st March, 2024:
During the financial year under review, there were no changes in the KMP of the Company.
RETIREMENT BY ROTATION:
In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and in accordance with the Articles of Association of the Company, Mr. Upendra Narottamdas Shah (DIN: 00748451) ,Managing Director, retires by rotation and being eligible, offers himself for reappointment at the ensuing 37th Annual General Meeting of the Company.
APPOINTMENT AND RE- APPOINTMENT OF DIRECTORS:
1. Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 04th September, 2024 has approved the appointment of Mr. Ashutosh Tiwari (DIN: 10743984) as an Additional Director (Non-Executive, Independent) and recommended to the Members his appointment as an Independent Director for a term of 5 (five) consecutive years commencing from 04th September, 2024 to 03rd September, 2029.
2. Based on the performance of Mr. Chintan Shah (DIN: 08335669) and taking into consideration extensive knowledge, vast experience and understanding of the business, the Nomination and Remuneration Committee in their meeting held on 08th November, 2023 recommended to the Board the re-appointment of Mr. Chintan Shah (DIN: 08335669) for second term as Independent Director whose tenure expired on 15th January, 2024.
Consequently, the Board of Directors in its meeting held on 08th November, 2023 has approved and recommended to the Members the re-appointment of Mr. Chintan Shah (DIN: 08335669) as an Independent Director for the second term of 5 (five ) consecutive years commencing from 16th January, 2024 to 15th January, 2029.
The Company has received the requisite Notices from a Member in writing proposing their appointment as Independent Directors.
Brief profile of the Directors proposed to be appointed/re-appointed as stipulated under of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India ("ICSI") is given in the Notice forming part of this Annual Report.
DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS:
All the Independent Directors have given their declaration to the Company stating their independence pursuant to Section 149(6) & (7) of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority.
Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment
& Qualification of Directors) Rules, 2014, as amended, and as per the Ministry of Corporate Affairs Notification dated 22nd October, 2019 the Independent Directors of the Company have included their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
In the opinion of the Board, all the Independent Directors of the Company possess the highest standard of integrity, relevant expertise and experience, including the proficiency required to best serve the interest of the Company.
REMUNERATION TO NON-EXECUTIVE DIRECTORS:
During the financial year under review, the Non-Executive Directors (NEDs) of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 ("the Act") and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating management, your Directors make the following statement and confirm that-
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had 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 at the end of the financial year and of the profit of the Company for that
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
During the financial year, the Board adopted a formal mechanism for evaluating its performance as well as that of its\ Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc.
Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.
The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.
Having regard to the industry, size and nature of business your company is engaged in, the evaluation methodology adopted is, in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose
MEETINGS OF THE BOARD:
The Board met at regular interval to discuss and decide on affairs, operations of the Company and to supervise and control the activities of the Company.
During the financial year under review, 9 (Nine) Board Meetings were held i.e. on 30th May, 2023, 21st June, 2023, 23rd June, 2023, 14th August, 2023, 28th August, 2023, 08th November, 2023, 14th February, 2024, 20th February, 2024 and 29th February, 2024.
The intervening gap between the two consecutive Board meetings did not exceed the period prescribed by the Act, Listing Regulations, Secretarial Standard on Board Meetings (SS-1) issued by ICSI.
The details of attendance of the Directors at the meetings held during the financial year under review is stated herewith:
COMMITTEES OF THE BOARD:
As required under the applicable provisions of the Act, the Company has constituted following Committees of the Board viz.:
1. Audit Committee;
2. Nomination & Remuneration Committee; and
3. Stakeholders' Relationship Committee.
AUDIT COMMITTEE AND ITS COMPOSITION:
The Audit Committee is duly constituted as per the provisions of Section 177 of the Act.
During the financial year under review, the committee met 6 (Six) times i.e. 30 th May, 2023, 14th August, 2023, 28th August, 2023, 08th November, 2023, 14th February, 2024 and 20th February 20, 2024.
The composition of the committee and attendance details for the meetings held during financial year 2023-24 are as follows:
in the fields of finance, accounting, development, strategy Allmembersarefinancially and management.
During the financial year under review, all the recommendations made by the Committee were accepted by the Board.
Mr. Chintan Shah, Chairman of the Audit Committee was present at the last AGM of the Company held on 30th September, 2023.
Ms. Ayushi Bathiya, Company Secretary & Compliance Officer of the Company acts as the Secretary to the Committee.
NOMINATION AND REMUNERATION COMMITTEE AND ITS COMPOSITION:
The Composition of the Nomination and Remuneration Committee is in compliance with the provisions of Section 178 of the Act.
During the financial year under review, the Committee met 3 (Three) times i.e. on 30 th May, 2023, 28th August, 2023 and 08th November, 2023.
The composition of the Committee and attendance details of the meeting held during financial year 2023-24, are as follows:
Mr. Chintan Shah, Chairman of the Nomination and Remuneration Committee was present at the last AGM of the Company held on 30th September, 2023.
Ms. Ayushi Bathiya, the Company Secretary & Compliance Officer of the Company acts as the Secretary to the
Committee.
STAKEHOLDERS' RELATIONSHIP COMMITTEE AND ITS COMPOSITION:
The Composition of the Stakeholders' Relationship Committee is in compliance with the provisions of Section 178 of the Act.
The Committee is primarily responsible to review all matters connected with the Company's transfer of securities and redressal of shareholders'/investors'/security holders' complaints.
During the financial year under review, the Committee met 1 (One) time i.e. on 14 th February, 2024.
The composition of the Committee and Attendance details of the meeting held during financial year 2023-24, are as follows:
Mr. Chintan Shah, Chairman of the Stakeholders' Relationship Committee was present at the last AGM of the Company held on 30th September, 2023.
INDEPENDENT DIRECTORS' MEETING:
The Meeting of the Independent Directors of the Company was held on 14th February, 2024 to review the performance of Non-Independent Directors and Board as a whole, to assess the quality, quantity and flow of information between the management and the Board. The said meeting was attended by all the Independent Directors of the Company.
COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:
The Company's policy on Directors' appointment including criteria for determining qualifications, positive attributes and independence of a Director as well as policy relating to Remuneration of Key Managerial Personnel and other employees and other matters as provided in Section 178(3) of the Act is appended as an ‘'Annexure I" to this Report and the same is uploaded on the website of the Company and can be accessed at the web-link: https://www.minidiamonds.net/uploads/investor-relations/nomination--remuneration-policy-8C4E76DD-3C92-4AA0-934A-D5128C750215.pdf
VIGIL MECHANISM/ WHISTLE BLOWERS POLICY:
The Company has a vigil mechanism to report concerns about unethical behavior, actual/ suspected frauds and violation of Company's Code of Conduct or Ethics Policy. Protected disclosures can be made by a whistle blower through several channels. The Audit Committee of the Board oversees the functioning of Vigil Mechanism in accordance with the provisions of the Act and the Listing Regulations. The said Mechanism is established for directors and employees to report their concerns. The procedure and other details required to be known for the purpose of reporting such grievances or concerns are uploaded on the website of the Company. The Policy is available on the Company's website and can be accessed at: https://www.minidiamonds.net/uploads/investor-relations/vigil-mechanism--whistle-blower-policy-AEC43F85-20F9-43E6-BA42-8AF620F2C946.pdf
We affirm that no employee/director has been denied access to the Chairman of the Audit Committee and that no complaints were received during the financial year under review.
RISK MANAGEMENT:
The Board of Directors of your Company have identifiedindustry specific risk and other external, internal, political and technological risk which in opinion of the board are threat to the Company and Board has taken adequate measures and actions which are required to take for diminishing the adverse effect of the risk.
The Risk Management Policy of the Company is available on the website and can be accessed at: https://www.minidiamonds.net/uploads/investor-relations/risk-management-8D8FF40E-2F97-48DD-AF7A-85260C246D98.pdf
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There were no significant orders passed by any of the Regulators or Courts or Tribunals, which has an impact on the operations of the Company or affecting the Going Concern status of the Company.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions related to Corporate Social Responsibility under Section 135 of the Act and the Rules made thereunder are not applicable to the Company.
STATUTORY AUDITORS AND AUDITORS' REPORT:
At the 36th Annual General Meeting ("AGM") of the Company held on 30th September, 2023, the members of the Company had approved the appointment of M/s. Mittal & Associates, Chartered Accountants, (Firm Registration No.
106456W) astheStatutoryAuditorsofyourCompanyfor (five)years commencing from the conclusion periodof5 of 36th AGM till the conclusion of 41st AGM to be held for the financial year ending 31 st March, 2027.
The Companyhasobtainedwrittenconsentand certificatefrom M/s. Mittal & Associates confirmingtheir compliance with the criteria specified under Section 141 of the Act for the appointment of auditors. Additionally, the Certificate also verifies that their appointment as auditors falls within the limits prescribed under Section 139 of theAct. During the financial year under review, the Statutory Auditors have confirmed that no instance of fraud was reported to the Audit Committee, in accordance with Section 143(12) of Act. As a result, there are no detail to be disclosed under Section 134(3)(ca) of the Act.
The Auditor's Report for the financial year ended March 31, 2024 does not contain any qualification, reservation or adverse remark. The notes on the financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.
SECRETARIAL AUDITOR AND THEIR REPORT:
The Company has appointed M/s. Manish Ghia & Associates, Practicing Company Secretaries as Secretarial Auditor, for the financial year 2023-24 at the Meeting of Board of Directors heldon28 th May, 2024 according to the provisions of section 204 of the Act for conducting secretarial audit of the Company.
The report issued by the Secretarial Auditor in Form MR-3 is annexed to Board's Report as Annexure II. The qualifications given by the Secretarial Auditors in their Audit Report for the Financial Year 2023-24 alongwith the management's reply are as under:
(b) shareholding of promoters have not been made.
Further notes to accounts forming part of the financial statements were also not attached;
Board of Director's Report for the financial year ended 31st March The same was an inadvertent error. 2023, the number of permanent employees on the rolls of the Necessary disclosures are being given in Company have been disclosed as not applicable while the company the Board's Report for FY 2023-24. has employees on its rolls.
In the Structured Digital Database (SDD) maintained pursuant to Utmost care was taken to prevent the leakage provisions of Regulation 3(5) and 3(6) of PIT Regulations no entries of UPSI and the designated persons were were found even though there were events which would require duly informed to restrict themselves from sharing of Unpublished Price Sensitive Information (approval of trading in securities of the Company based quarterly results). on such UPSI. The Board shall ensure that the necessary entries are made in the SDD.
INTERNAL AUDITOR:
The Company has appointed M/s. ADK & Associates, Chartered Accountants, (Firm Registration No. 145179W) as Internal Auditor, for the Financial Year 2023-24 at the Meeting of Board of Directors held on 28th August, 2023 according to the provisions of Section 138 of the Companies Act, 2013 for conducting Internal Audit of the Company.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system, including compliances with operating systems, accounting procedures, and policies and report the same to the Audit Committee periodically. The management examines the internal auditors' report and promptly implements corrective actions within their respective areas to reinforce and enhance internal controls.
INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:
The Company has in place well defined and adequate internal financial controls and the effectively throughout the year.
The Company has timely statutory audit and procedural checks in place. The Board evaluates the efficacy and adequacy of internal control system, its compliance with operating systems and policies of the Company and accounting procedures at all locations of the Company. Based on the process owners undertake corrective action in their respective areasandtherebystrengthenthecontrols.Significantaudit observations and corrective actions thereon are presented to the Audit Committee of the Board.
INTERNAL CONTROL OVER FINANCIAL REPORTING (ICFR):
The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the financial year such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.
MAINTENANCE OF COST RECORDS:
Pursuant to the provisions of Section of section 148(1) of the Act, maintenance of Cost Records or Cost Audit was not applicable to the Company during the financial year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The particulars of Loans, Guarantees and Investments made by the Company, if any and falling under the purview of Section 186 of the Act are given in the notes to the Financial Statements, as included in this Annual Report.
PARTIULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has not entered into any related party transaction(s) pursuant to the provisions of Section 188 of the Companies Act, 2013 during the financial year under review, hence reporting of transaction(s) in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable for the financial year under review. The details of related party transactions entered between the
Company and related parties in accordance with the applicable Accounting Standards are disclosed in the notes to the Financial Statements, as included in this Annual Report.
Further, a statement of all Related Party Transactions are placed on a quarterly basis before the Audit Committee and also before the Board for review.
PARTICULARS OF LOANS ACCEPTED FROM DIRECTORS OR RELATIVES OF DIRECTORS:
During the financial year under review, the Company has borrowed unsecured loans from the Director(s) or their relative, details of such unsecured loans and outstanding are given in the notes to the Financial Statements, as included in this Annual Report.
The Director(s) have confirmed that money given by them is not being given out of funds acquired by them by borrowing or accepting loans or deposits from others or the Company.
DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONNEL AND EMPLOYEES:
Disclosures pertaining to remuneration and other details as required pursuant to Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure III to this report.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given below:
(A) CONSERVATION OF ENERGY-i the steps taken or impact on conservation of energy: Nil ii. the steps taken by the company for utilizing alternate sources of energy: Nil iii. the capital investment on energy conservation equipment's: Nil
(B) TECHNOLOGY ABSORPTION, ADAPTATIONS & INNOVATION:
The Company has not carried out any specific research and development activities. The Company uses indigenous technology for its operations. Accordingly, the information related to technology absorption, adaptation and innovation is reported to be Nil.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Foreign Exchange earned inflowsduring the financial year and the Foreign Exchange termsofactual outgo during the financial year in terms of actual outflows.
LISTING ON STOCK EXCHANGE:
The Equity Shares of the Company are listed on BSE Limited. The Company has paid the Annual listing fees for the financial year 2024-25 to the said Stock Exchange.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:
The Company did not have any Subsidiary, Joint Venture and Associate Companies of the Company during the financial year under review.
No Company ceased to be a Subsidiary, Associate and Joint Venture of the Company during the financial year under. Furthermore, the Company has incorporated 2 (two) Subsidiary Companies after the closure of the financial year and as on the date of signing of this report, details of those subsidiary company are as follows:
1. M/s Namra Jewels Private Limited (CIN: U32112MH2024PTC429207), a wholly owned subsidiary of the Company incorporated on 22nd July, 2024.
2. M/s Pyramid Gold Assaying & Hallmarking Centre Private Limited (CIN: U24205MH2024PTC430214), a subsidiary of the Company incorporated on 06th August, 2024.
Since, the Company does not have any Subsidiary, Associate and Joint Venture Company as on 31st March, 2024, the preparation of consolidated financial statements and the statement containing salient features of the Subsidiary,
Associate and Joint Venture companies in Form AOC-1, as required under Section 129 of the Act is not applicable to the Company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT: A. PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS INTO EQUITY:
After the end of financial year 2023-24 and as on the date of signing of this report, the Company has obtained in-principle approval from BSE Limited for issue of 2,00,00,000 (Two Crores) warrants convertible into 2,00,00,000 (Two Crores) equity shares of INR 10/- each at a price of INR 25.33/- to Non-promoter on a preferential basis upon receipt of atleast 25% of the issue price per Convertible Equity Warrants (i.e. INR 6.33/- per warrant) as upfront payment, the Company on 22nd April, 2024 has allotted 2,00,00,000 warrants, on preferential basis to the Non-Promoter persons/entity, at a price of INR 25.33/- each payable in cash.
B. ALLOTMENT OF EQUITY SHARES UPON CONVERSION OF WARRANTS:
After the end of financial year 2023-24 and as on the date of signing of this report, and upon receipt of balance 75% of the issue price i.e. INR 18.99/- per warrant for 2,00,00,000 warrants, the Board in their meeting held on
14th August, 2024 has allotted equal number of fully paid-up equity shares against conversion of said warrants exercised by the warrant holders. As a result of such allotment, the paid-up equity share capital of the Company has increased by 2,00,00,000 equity shares of face value of INR 10/- each and stood at INR 23,56,91,160/- as on the date of signing of this report.
COMPANY'S POLICY ON PREVENTION OF INSIDER TRADING:
Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"), as amended from time to time, the Company has formulated a Code of Conduct for Insiders ("Code of Conduct") and the "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" ("Code of Fair Disclosure") in line with the provisions of PIT Regulations.
The aforementioned Codes can be accessed on the website of the Company at: https://www.minidiamonds.net/investors-types/policies
Further, the Compliance Officer has received requisite disclosure from the Directors and Designated Persons in compliance with the Code.
CORPORATE GOVERNANCE REPORT:
As per the Regulation 15(2) of Listing Regulations, the provisions related to Corporate Governance, as specified in Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V, shall not apply to a listed entity having Paid Up Share Capital not exceeding Rupees Ten Crores and
Net-worth not exceeding Rupees Twenty-Five Crores, as on the last day of the previous financial year. Paid Up Asonthe lastdayofthepreviousfinancial Share Capital and Net-Worth of the Company were below the threshold limits stated above. Therefore, the Company is currently not required to comply with the above provisions of Corporate Governance.
Accordingly, your Company has not annexed the Corporate Governance Report.
However, after the end of financial year 2023-24 and as on the date of signing of this report and upon conversion of
2,00,00,000 warrants into 2,00,00,000 equity shares of face value of INR 10/- each on 14th August, 2024, the Paid Up Capital of the Company exceeded the threshold limit of Rupees Ten Crores, therefore the compliance with respect
Regulation 15(2) of Listing Regulations becomes applicable to toCorporate Governanceprovisionsasspecified the Company.
The Board of Directors of your company is taking necessary steps to comply with respect to the provisions of Corporate Governance within prescribed timeline as per the provisions of Listing Regulations.
MANAGEMENT DISCUSSION AND ANALYSIS:
In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report on your Company's performance, industry trends and other material changes with respect to your Company and its subsidiaries, wherever applicable, are presented in a separate section forming a part of this Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with all the clauses of Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings' issued and notified by Institute of Company Secretaries of India. ("ICSI") during the financial year under review.
OBLIGATION OF THE COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") every Company workspace, establishment, or organisation that employs ten or more individuals is required to constitute an Internal Complaints Committee to look into the complaints relating to sexual harassment at work place for every woman employee. Since the number of employees in the Company were less than ten during the financial year under review, therefore the provisions related to POSH Act and the Rules made thereunder is not applicable. Your Company has always believed in providing a safe and harassment free workplace for every individual through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.
GENERAL DISCLOSURES:
During the year under review, the Board of Directors confirm that no disclosure or reporting is necessary for the following, as there were no transactions/events of such nature: a. No application has been made under the Insolvency and Bankruptcy Code, 2016, as amended, hence, the requirement to disclose the details of application made or any proceeding pending under the said Code along with their status as at the end of the Financial Year is not applicable. b. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done, while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable as there was no such valuation done. c. There was no revision of financial statements and Board's Report of the Company. d. The Company has not failed to implement any corporate action. e. There were no agreements entered by the Company which comes within the purview of Regulation 30A of Listing Regulations. f. The trading of securities of the Company were not suspended by the stock exchange.
ACKNOWLEDGEMENT:
Your Directors place on record their sincere gratitude for the assistance, guidance and co- operation the Company has received from all stakeholders. The Board further places on record its appreciation for the dedicated services rendered by the employees of the Company.