As on: Apr 16, 2024 10:39 AM
To,
The Members,
Your Directors presents their 29th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2023.
1. STATE OF COMPANY'S AFFAIRS:
Your Company is in the business of Trading of Diamond & Diamond Jewellery in India & worldwide.
2. FINANCIAL PERFORMANCE:
During the year under review, the Company has made an operating loss before tax of rupees (32,49,445)(Thirty-Two lakhs Forty nine thousand four hundred forty five rupees) against previous year an operating loss before tax of rupees (15,21,671) (Fifteen lakhs twenty-one thousand six hundred and seventy one rupees only).
3. DIVIDEND AND BOOK CLOSURE
Your director has assessed the ongoing financial condition of company or keeping the growth prospect of the business, board has decided not to recommend any dividend for period under review and internal accrual will be part of retained earnings.
The register of members and share transfer books will remain close from Friday 3rd November, 2023 to Thursday 9th, November, 2023at 5.00 p.m (both days inclusive) for the 29th Annual General Meeting of the Company scheduled to be convened on Thursday, 9th, November, 2023 at 03.00 PM at through video conferencing or other audio-visual means.
4. FINANCIAL SITUATION Reserves & Surplus
As at March 31, 2023, Reserves and Surplus amounted to Rs.(1,89,65,709) as compared to Rs. (1,59,24,000) of previous year. The loss of the Company is Increased Hence Reserve is Adversely Affected.
Long Term Borrowings
The Company has taken secured Loan of Rs. 2, 69,477 as Long term.
Short Term Borrowings
The Company does not taken any unsecured or Secured Loan as Short term.
Fixed Asset
Net Fixed Assets as at March 31, 2023 have Increased to Rs. 39,96,583 as compared to Rs. 80,46,000 in the previous year.
Investments
Company not made any investment in the current period under review.
SHARES CAPITAL Authorised Capital
The current Authorised Share Capital of the company is Rs. 12,00,00,000/- (Twelve Crores Only) divided into 2,40,00,000 (Two Crore Forty Lacs) Equity Shares of Rs. 5/-- (Rupees Five only).
Equity Shares
The paid-up Equity share capital of the Company as on March 31, 2023 was Rs. 5,00,00,000/- (Rupees Five Crores) comprising of 100,00,000 (Rupees One Hundred Lacs) equity shares of Rs. 5/- each.
5. CHANGES IN SHARE CAPITAL
During the year there is no change in share capital of the Company.
However, as on December 09, 2021 Company Reclassified their Authorised Capital from 60,00,000 Equity Share of Rs. 10/- each to 1,20,00,000 Equity Shares Rs. 5/- each.
6. CASH FLOW STATEMENTS
As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is part of the financial statements and Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
The Company does not have any subsidiaries as on 31st March, 2022 and hence not required to publish Consolidated Financial Statements
7. MEETINGS BOARD OF DIRECTORS
The Board normally meets once in a quarter and additional meetings are held as and when required. During the year, the Board of Directors met 4 times i.e. on May 28th 2022, August 12th 2022, November 14th 20222, & February 14th 2023. The dates of Board Meetings were generally decided in advance with adequate notice to all Board Members.
8. CHANE IN MANAGEMENT AND CONTROL
In view of the change in Control & Management of the Company and subsequent to appointments and resignation of Directors in the Board of the Company, following is the revised Composition of the Board as on the date of this report who will be regularized in the ensuing annual general meeting:
During the period under review, pursuant to Section 149(7) of the Companies Act, 2013, the Company has received declarations from Mr. Pankaj Shah and Mrs. Nita P. Shah Independent Directors confirming that they meet the criteria of independence as specified in Section 149(6) of the Act.
Due to Change in management and control of the Company following appointment & resignation of Directors and Key Managerial Personnel took place:
1. Mr. Jaideep Shrimankar Agarwal has resigned from the post of Company Secretary and Compliance Officer of Sheetal Diamonds Limited w.e.f., 15th August, 2023 and his place Ms. CS Jaya Lahoti is appointed on 13th October, 2023 as Company Secretary & Compliance Officer of the Company.
2. Appointed Mr. Rajnishkumar S Singh [DIN:07192704) as a Chairman & Additional NonExecutive Director of the Company
3. Appointed Mr. Lovish Kataria (DIN: 06925922) as Additional Non-Executive Independent Director of the Company.
4. Appointed Mrs. Apra Sharma (Din: 10149103) as Additional Non-Executive Women Independent Director of the Company:
5. Appointed Ms. Renu Kaur (DIN: 10080402) as Additional Non-Executive Independent Director of the Company.
6. Appointed Mr. Vijay Kumar Chopra as Chief Financial Officer and Executive Director of the Company.
7. Resignation of Mr. Vinod Shah (DIN: 01859634) as Chairman, Managing Director & Compliance Officer of the Company.
8. Resignation of Mr. Pankaj Vinod Shah (DIN: 03579870) as the Non-Executive Independent Director of Company
9. Resignation of Mrs. Neeta Pankaj Shah (DIN: 07144690) as A Non-Executive Independent Director of Company
10. Resignation of Mr. Krunalkumar Mahendrakumar Shah (PAN: AZFPS7406Q) As A Chief Financial Officer of Company
The declaration as required under Section 149 subsection 7 of Companies Act, 2013 and rules made there under, has received from all the independent directors who was appointed subsequently, in the Board meeting conducted on 05th October, 2023 confirming that they meet the criteria of independence as specified in Section 149(6) of the Act.
9. REGISTERED OFFICE OF THE COMPANY:
The registered office of the Company is shifted within the same City from BW - 2030, Bharat Diamond Bourse, BKC, Bandra East, Mumbai City- 400051 to 23, Floor-11, 3 Navjeevan Society Dr. Dadasaheb Bhadkamkar Marg, Mumbai Central Mumbai, 400008 w.e.f. Thursday, October 05th, 2023.
10. ALTERATION OF MAIN OBJECT CLAUSE OF THE MEMORANDUM AND ARTICLES OF ASSOCIATION:
During the year under review, Due to change in management and control of the Company, Board has passed Board resolution in the Board meeting held on 05th October, 2023 for Change in Main object clause of the Memorandum and articles of association which in subject to approval in ensuing general meeting.
11. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION PURSUANT TO SECTION 178(3) OF THE COMPANIES ACT, 2013
The Board of Directors of your Company in consultation with Nomination and Remuneration Committee had formulated and adopted Code for Independent Directors and which contains policy on director's appointment and remuneration including criteria for determining qualification, positive attributes and independence of directors.
Board of Directors of the Company duly consider appointment of the Directors in adherence with the policy prescribed under the code of independent directors and provisions of section 178(3) of the Companies Act, 2013.
12. AUDITORS:
M/s. A.T. Jain & Co. Chartered Accountants (FRN: 103886W) were appointed as Statutory Auditors of the Company for the Financial Year 2018- 2023 till the conclusion of Annual general meeting to be held in the year 2023. Accordingly, the office of M/s. A.T. Jain & Co. Chartered Accountants (FRN: 103886W) as Statutory Auditors of the Company expires in this annual general meeting. Also, M/s. A.T. Jain & Co. Chartered Accountants (FRN: 103886W) have shown their unwillingness for further appointment as Statutory Auditors of the Company.
Accordingly, the board based on the recommendation of Audit Committee, the Board of Directors have recommended appointment of M/s C.P. Jaria & Co. (FRN: 104058W) as Statutory Auditors of the Company, for a period of Five (5) years from the conclusion of the 29th Annual General Meeting till the conclusion of 34th Annual General Meeting to be held in the year 2028, subject to the approval of shareholders of the Company in ensuing Annual General Meeting.
13. COMMITTEES OF THE BOARD:
The Company's Board has the following committees:
(1) Audit Committee.
(2) Shareholders/Investors Grievance Committee (Stakeholders Relationship Committee).
(3) Nomination and remuneration Committee.
(4) Independent Directors Committee
14. AUDIT COMMITTEE
During the year, the Company had an Independent Audit Committee comprising of 2 (Two) Independent Directors and 1 (one) Managing Director. Mr. Vinod Trikamlal Shah, Mr. Pankaj Vinod Shah and Mrs. Nita Pankaj Shah, Independent Director of the Company are Members of the Committee. All the members of the Audit Committee are financially literate. In view of their professional qualification and experience in finance, all are considered to have financial management and accounting related expertise. Terms of reference of the Audit committee are elaborated in the Corporate Governance report which forms the part of this Annual Report.
In view of the change in Control and subsequent to appointments and resignation of Directors in the Board of the Company, following is the revised Composition of the Audit Committee shall be as follows:
15. EVALUATION OF PERFORMANCE OF BOARD
During the year a held Independent Directors discussed and reviewed the self assessment of
Directors, Board and Committees thereof and also assess the quality, content and timeliness of flow
of information between the Management and the Board in their meeting.
16. DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors confirms that:
(a) in the preparation of the annual accounts for the financial year ended March 31, 2023, 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 and loss of the company for that period;
(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; and
(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(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
17. CORPORATE GOVERNANCE:
As the paid-up equity share capital and net worth of the Company are below the limits specified in Regulation 15 of the Listing Regulations, the Company is not required to furnish a report on corporate governance and therefore the same does not form part of this Report.
18. LOANS MADE, GUARANTEES GIVEN OR INVESTMENTS IN SECURITIES BY THE COMPANY.
The Company has not given any Loans, Guarantees or provided security or made investments to/in any other company during the financial year under review.
19. PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES IN A PRESCRIBED FORM ALONGWITH THE JUSTIFICATION FOR ENTERING INTO SUCH CONTRACT OR ARRANGEMENT.
During the year there was no related party transactions of material nature that may have a potential conflict with interests of the Company, all transactions with related parties were in the normal course of business. On recommendation of Audit Committee the Board ratifies all the related party transactions on quarterly basis. The details of the transaction is annexed herewith as 'Annexure- I' in the prescribed form AOC-2.
20. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.
(1) Conservation of energy: -
• The steps taken or impact on conservation of energy:
N.A.
• The steps taken by the Company for utilizing alternate sources of energy:
• The capital investment on energy conservation equipment:
(2) Technology absorption:
• The efforts made towards technology absorption:
N.A
• The benefits derived like product improvement, cost reduction product development
or import substitution: N.A
• In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -
• If not fully absorbed, areas where absorption has not taken place and the reasons
thereof; and: N.A.
• The expenditure incurred on Research and Development.
(3) Foreign exchange earnings and Outgo
• The Foreign Exchange earned in terms of actual inflows during the year
NIL
• the Foreign Exchange outgo during the year in terms of actual outflows
Since the Company does not own any manufacturing facility or unit, hence disclosures in this regard not required. The particulars with respect to conservation of energy, technology absorption being not relevant, have not been given.
21. MATERIAL EVENTS DURING THE YEAR UNDER REVIEW
There were no material changes and commitments has been done my management affecting the financial position of the Company between the end of the financial year of the company to which the financial statements relates and the date of the report.
22. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR There are no material events during the financial year.
However, during the period from the end of the financial year, the Company's existing promoters have executed a Share Purchase Agreement ("SPA") with Mr. Rajnish kumar Singh (Proposed Promoter/Investor) dated Saturday 20th May, 2023. Mr. Rajnish kumar Singh has also executed a Share Subscription Agreement ("SSA") with the Company dated Saturday 20th May, 2023, which inter alia contains the terms and conditions of the issue and allotment of the Subscription Shares.
Pursuant to the Share Subscription Agreement, the Board has approved preferential Issue of 1,25,00,0000 (One Crore Twenty-Five Lakhs) Equity shares of Rs.5/- (Indian Rupee Five Only) face value ("Shares") at an issue price of Rs. 9/- per share (Indian Rupees Nine Only) for a consideration at cash not exceeding an aggregate amount of Rs. 11,25,00,000/- (Rupees Eleven Crore Twenty-Five Lakhs Only).
The said preferential issue requires prior approval of shareholders. Accordingly, the company shall hold Extra-ordinary general meeting of shareholders of the Company on 17th June, 2023 to approve the said preferential issue. Execution of the definitive agreement (i.e., the "SPA" and "SSA" ("Definitive Agreement") has triggered an obligation on the investor to make an open offer to the equity shareholders of the Company in terms of applicable regulations of SEBI (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011 ("Open Offer").
23. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as at March 31, 2022 is uploaded on the website of the Company and can be accessed at https://www.sheetaldiamonds.com.
24. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company as it is suffering losses since last three consecutive years; hence disclosure in this regard is not provided.
25. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES (SECTION 177(10)
The Board of directors of the Company believes in conducting all its affairs in a fair and transparent manner, by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The directors are committed to comply with the laws and regulations to which it is subject. For this, it has put in place systems, policies and procedures to interpret and apply these laws and regulations in the organizational environment. In consonance with the object of transparency and good governance, the board of directors of the company formulated and adopted "Whistle Blower Policy and Vigil Mechanism"
The organization's internal controls and operating procedures are intended to det ect and prevent improper activities. In this regard, the Company believes in developing a culture where it is safe for all the Directors/Employees to raise concerns about any poor or unacceptable practice and any event of misconduct. These help to strengthen and promote ethical practices and ethical treatment of all those who work in and with the organization.
The main objective of this Policy is to provide a platform to Directors and Employees to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the group which have a negative bearing on the organization either financially or otherwise.
26. RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION (SECTION 197(12)
Details pertaining to remuneration as required under section 197(12) of the Companies act, 2013 read with rule 5(1) of the companies (appointment and Remuneration of managerial personnel) rules, 2014 are provided in 'Annexure-II' to the Board's Report.
27. MANAGERIAL REMUNERATION AND RELATED DISCLOSURES
Disclosures pertaining to remuneration to directors and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report. pertaining the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the board of directors do hereby declare that:
(i) No any employee throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees;
(ii) No any employee for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month;
(iii) No any employee throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.
28. SUBSIDIARY COMPANIES
The Company has no subsidiary companies and hence, company no need to make disclosure of contracts or arrangements or transactions not at arm's length basis.
29. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.
30. SECRETARIAL AUDIT
Pursuant to Section 204 of the Companies Act, 2013 and rules, amendments made there under, Mr. Shravan. A. Gupta Practicing Company Secretary was appointed to conduct the secretarial audit of our company for FY 2022-23. The Secretarial Audit report is given separately under Annexure III.
31. HUMAN RESOURCES
Company considers its employees as most valuable resource and ensures strategic alignment of Human Resource practices to business priorities and objectives. The Company has a dedicated team of employees at various locations across our corporate office and branch offices (including Subsidiary companies) spread across the country. The Company strives to inculcate the culture where its employees are motivated and their performance is aligned with values. Company has achieved this present level of excellence through the commitment and dedication exhibited by its employees. The focus on improving productivity and adoption of best practices in every area are being pursued relentlessly. Efforts for active participation, nurturing creativity and innovation and ensuring a climate of synergy and enthusiasm has been at the core of Human Resource initiatives and interventions.
32. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.
Your Company has adequate internal financial control and adopted Internal Financial Control Policy in order to maintain confidentiality of price sensitive information and internal financial control.
33. RISK MANAGEMENT
The Company has mechanisms to inform the Board Members about the risk assessment and minimization procedures and periodical review to ensure that executive management controls risk through means of a properly identified framework. Risk management is an ongoing process and the Audit Committee will periodically review risk mitigation measures. The Board of Directors has not constituted a Risk Management Committee as is not mandatory to the company vide circular bearing number CIR/CFD/POLICY CELL/7/2014 issued by SEBI dated September 15, 2014.
The Board of Directors of the Company and the Audit Committee shall periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network.
Head of Departments shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and Audit Committee.
34. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The familiarization programme aims to provide Independent Directors with the Industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Company's familiarization programme for Independent Directors is posted on Company's website at www.sheetaldiamonds.com.
35. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
During the year there is no Company which have become or ceased to be subsidiaries, joint ventures or associate company.
36. POLICIES
The Company seeks to Promote Highest levels of ethical standards in the normal business transaction guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, mandates formulation of certain policies for Listed Companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and amended from time to time. The policies are available on the website of the Company at www.sheetaldiamonds.com.
37. OTHER DISCLOSURES
The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.
38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
The Company submitted draft letter offer to SEBI on Thursday, June 01, 2023 for their comments and approval regarding open offer and the same has received to the Company on Friday, August 11, 2023. Apart from this, there were no significant and material orders passed by the regulators and/or courts or tribunals during the year.
39. REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors, and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.
40. PUBLIC DEPOSITS
During the period under review, the Company has neither accepted nor invited any Public deposits and hence the provisions of Section 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 are not attracted and the information relating thereto is nil.
41. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is following the applicable Secretarial Standards as prescribed and formulated by ICSI during the financial year 2022-23.
42. REPORTING OF FRAUDS BY AUDITORS
43. POLICY FOR SEXUAL HARRASMENT
The Company has formed the Sexual harassment Committee and no casualty or complaint lodged against anybody.
44. ACKNOWLEDGEMENTS
Your Directors take this opportunity to thank all investors, clients, vendors, banks, regulatory, Government authorities and Stock Exchanges for their continued support and cooperation. The Directors also wish to place on record their appreciation of the contribution made by the business partners / associates at all levels.