To
The Members,
Deep Diamond India Limited
Address: 309, 3rd Floor, V Star Plaza,
Plot No. 16 Chandavarkar Road, Borivali West, Mumbai-400092, Maharashtra, India
Your directors have the pleasure of presenting the 30th Annual Report of the Company together with the Audited Statement of Accounts for the year ended March 31, 2024.
1. FINANCIAL SUMMARY & OPERATIONAL HIGHLIGHTS: a) Financial Results
The Company's standalone performance during the year ended March 31, 2024, as compared to the previous financial year, is summarized below:
(Amount in Hundreds.)
Particulars
Profit & (Loss) before Tax
Profit/Loss after tax
Total Income
APPROPRIATION:
b) Company's performance review:
The Company continues to see marginal growth in its overall performance in the financial year 2023-2024. 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, 2024, the Company's total Revenue from operations is INR 25,56,1100 as against INR 7,67,22,345/- in the corresponding previous Financial Year ended March 31, 2023.
The Profit after tax for the Financial Year ended March 31, 2024, is INR 41,88,379 as against Profit of INR 1,25,62,561/- in the corresponding previous Financial Year ended March 31, 2023.
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 and marketing of pharmaceutical goods in India during the year under review.
Further, there was no change in the nature of the business operations of the Company, which impacted on 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 or shares, nor the Company has transferred any amount or shares 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:
The Company does not maintain any Demat Suspense / Unclaimed Suspense Account in its name during the F.Y. 2023-2024 and hence the disclosure pertaining to the same in compliance with Schedule V Para. F of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 is not applicable to the Company for F.Y. 2023-2024.
h) Report on the performance of Subsidiaries, Associates, and Joint venture companies:
During the year under review, the Company has 1 Subsidiary Company, 1 Associate Company & 1 Joint Venture Company.
The details of the Subsidiaries, Associates & Joint Venture Companies are given below:
a) Microure Biotech Private Limited:
M/s Microcure Biotech Private Limited CIN: U24100RJ2021PTC073022 is a private company incorporated on January 19, 2021. The authorized Share Capital of the Company is INR 2,00,000/- divided into 20,000 equity shares of INR 10/- each and the Issued, Subscribed, and Paid-up Share Capital of the Company is INR 2,00,000/- divided into 20,000 equity shares of INR 10/- each.
The Company has a 100% equity stake in M/s Microcure Biotech Private Limited and M/s Microcure Biotech Private Limited has thus become a wholly owned subsidiary of the Company under Section 2(86) of the Companies Act, 2013.
b) Ferry Automotive Private Limited:
M/s Ferry Automotive Private Limited CIN: U77100MH2023PTC401779 is a private company incorporated on April 27, 2023. The authorized Share Capital of the Company is INR 10,00,000/- divided into 1,00,000 equity shares of INR 10/- each and the Issued, Subscribed, and Paid-up Share Capital of the Company is INR 1,50,000/- divided into 15,000 equity shares of INR 10/- each.
The Company has a 33.33% equity stake in M/s Ferry Automotive Private Limited and M/s Ferry Automotive Private Limited has thus become associate of the Company under Section 2(6) of the Companies Act, 2013.
c) Hemonc Pharma Private Limited
M/s Hemonc Pharma Private Limited CIN: U46497MH2023PTC402102 is a private company incorporated on May 01, 2023. The authorized Share capital of the Company is 10,00,000 divided into 1,00,000 equity shares of INR 10/- each and the Issued, Subscribed, and Paid-up Share Capital of the Company is INR 10,00,000/- divided into 1,00,000 equity shares of INR 10/- each.
Deep Diamond India Limited holds 50% stake in M/s Hemonc Pharma Private Limited and thus M/s Hemonc Pharma Private Limited has become an associate Company of the Company which was incorporated as a joint venture with Mr. Narendra Shelar.
Further, a statement containing salient features of the financial statements of the
Company's subsidiaries as required in Form AOC 1 is appended as Annexure I to this Report.
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 Chapter V of the Act is not applicable.
j) Loans From Directors:
During the financial year under review, the Company has not borrowed any amount from the Director or its relatives.
However, the Company has an outstanding loan taken from Mr. Prakash Solanki, when he was a Director of the Company. Details of the same are as mentioned below:
- Repayment of loan during the year: INR. 1,05,00,000/-
- Interest Paid on the loan during the year: INR. 12,07,590/-
- Loan outstanding as on March 31, 2024: 1,44,95,815/- k) Share Capital:
During the year under review, there was no change in the Authorized, Issued, Subscribed, and Paid-up Share Capital of the Company.
As of March 31, 2024, 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, 2024, 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 carried out in the Ordinary course of business of the Company and were on an arm's length basis along with being in compliance with the applicable provisions of the Act and the Listing Regulations. Hence no disclosure is required to be given in this regard in Form AOC-2.
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.
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, 2024 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 2023-2024 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 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 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):
fully absorbed
? If not fully absorbed, areas where absorption has not taken place, and the reasons thereof
Expenditure incurred on Research and
Development
(C) Foreign exchange earnings and Outgo:
Actual Foreign Exchange earnings
Actual Foreign Exchange outgo
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, 2023, till the date of this report.
i. Appointment:
Mr. Kaushal Jain (DIN:00848381) was appointed as Additional Director w.e.f. September 20, 2023, and regularized as Non-Executive Director at EGM held on December 08, 2023
Mr. Narendra Kumar Shrimali (DIN: 09034181) was appointed Chief Financial Officer of the Company w.e.f. April 01, 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 through postal Ballot on July 11, 2023.
Mr. Vinod Madowara (DIN: 08436361) was appointed as an Additional Independent Director of the Company w.e.f. August 28, 2023, and regularized as Independent Director at AGM held on September 26, 2023.
Mr. Prashant Tali was appointed as Company Secretary and Compliance officer of the Company w.e.f. May 05, 2023.
Ms. Sonali Ladha was redesignated from Director to Whole Time Director of the Company w.e.f. April24, 2023.
ii. Details of the Directors and KMP's resigned during the year:
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, 2024, are as below:
Sr. No. Name of Directors & KMP's
Designation
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. Ganpat Lal Nyati (DIN: 09608005) retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.
Your directors recommend his 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 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 2023-2024 under review, the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(1) and 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) MD/WTD draws commission from co., and also draws Remuneration / Commission from holding / subsidiary Company:
During the Financial Year 2023-2024 neither Managing Director nor Whole Time Directors of the Company have drawn any remuneration/commission from the subsidiary companies of the Company.
Hence disclosure pursuant to provisions of Section 197(14) of the Companies Act, 2013 is not applicable for financial year 2023-2024.
3. Disclosure related to Committees of the board:
As on March 31, 2024, the Board had Three (3) Committees viz; Audit Committee; Nomination & Remuneration Committee and 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 in conformity with the provisions of the said section as on March 31, 2024.
The Audit Committee comprises of as on date of this report:
Name of Members
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 Company Secretary of the Company acts as the Secretary of the Audit Committee.
The Audit Committee met 9 times during the financial year ended on March 31, 2024, at their meeting held on April 06, 2023, April 24, 2023, May 05, 2023, May 29, 2023,August 09, 2023, August 28, 2023, September 20,2023, November 07, 2023 & February 13, 2024.
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 in conformity with the provisions of the said section as on March 31, 2024.
The Nomination & Remuneration Committee comprises of as on the date of this report is as below:
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 4 times during the financial year ended on March 31, 2024, at their meeting held on April 24, 2024, May 05, 2024, August 28, 2023, September 20, 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:
The Company Secretary of the Company acts as the Secretary of the Stakeholders' Relationship Committee.
The Stakeholders' Relationship Committee met 1 time during the financial year ended on March 31, 2024, at their meeting held on November 07, 2024.
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 complaints received during the financial year 2023-2024 has been resolved by the company within 21 days as per statutory timeline.
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 at their meeting held on April 06, 2023, April 24, 2024, May 05, 2023, May 29, 2023, July 24, 2023, August 09, 2023, August 28, 2023, September 20, 2023, November 07, 2023, November 08, 2023, December 25, 2023, January 29, 2024 & February 13, 2024.
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 February 13, 2024, 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.
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. V R S K & Co. LLP, 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, 2024:
The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended 31st March 2024 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, 2024.
(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 2023-2024.
(vi) Secretarial Auditor Report for the financial year ended on March 31, 2024:
Secretarial Audit Report issued by Ronak Jhuthawat & Co, Practicing Company Secretaries in Form MR-3 for the financial year 2023-2024 forms part of this report and attached as Annexure- II.
(vii) 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.
(viii) 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.
(ix) 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 2023-24.
(x) Internal Auditor Report for the financial year ended on March 31, 2024:
M/s. Valawat & Associates, Chartered Accountants, who were appointed as Internal Auditors of the Company for the F.Y. 2023-2024 has issued their internal audit report 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, 2024, the Board of Directors hereby confirms that:
(i) in the preparation of the Annual Accounts for the year ended March 31, 2024, 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, 2024, 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.
g) Details of utilization of funds raised through preferential allotment or qualified institutional placement as specified under Regulation 32(7A) of the Listing Regulations:
The Company had made the preferential issue of 16,05,000 equity shares of face value of Rs. 10/- each fully paid up at a price of Rs. 36.10/- each to certain Non-Promoter Persons on November 29, 2022.
Now, during the financial year ended March 31, 2024, the Company had ratified the allotment of equity shares 1,60,50,000 equity shares INR. 1/- each for the revising price of INR. 6.73 aggregating to INR. 1,08,01,650 and the company has already received 5,79,40,500 before the ratification and received the balance amount of Rs 5,00,76,000 after the shareholder's approval for ratification on December 08,2023.
The aforesaid issuance of equity shares was made to non-promoter category Persons in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended, Section 42, Section 62, and other relevant provisions of the Companies Act, 2023.
The funds were utilized for the said object only and there was no deviation(s) or variation(s) in the use of proceeds.
The said funds were fully utilized during the financial year under review.
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, 2024, there were a total of 06 permanent 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 ESOP (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 III" 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 III 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 IV"
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 2023-2024 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 2022-2023AINCR.
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 the main board of BSE Limited.
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. 2023-2024 and F.Y. 2024-2025.
x) Registrar and Share Transfer Agent (‘RTA') of the Company:
During the year under review, M/s Universal Capital Securities Private Limited merged with M/s LinkIntime India Private Limited and consequent to which there was a change in RTA of the Company. Accordingly, w.e.f. December 22, 2023, the RTA of the Company is LinkIntime India Private Limited.
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.