BOARDS' REPORT To The Members, WHITE DIAMOND INDUSTRIES LIMITED CIN: L36912MH1990PLC055860 The Directors have the pleasure in presenting the 25th Annual Report on the business and operations of your Company and the Audited Financial Statements for the year ended 31st March, 2015. COMPANIES AFFAIRS In the financial year 2014-2015, the Company has incurred a profit of INR 957,247/- as compared to Profit made in previous year i.e. INR 98,952/- during the financial year 2013-2014. CHANGE IN NATURE OF BUSINESS During the Financial Year 2014-15, there were no changes in nature of the business of the Company. SHARE CAPITAL A) The Company has not issued any equity shares with differential rights during the Financial Year 2014-2015. B) The Company has not issued any Sweat Equity Shares during the Financial Year 2014-2015. C) Issue of Employee Stock Options: The Company has not issued any Employee Stock Options during the Financial Year 2014 - 2015. DEPOSITS The Company has not accepted any deposits under the Companies Act 2013 for the Financial Year 2014 -2015. DIVIDEND The Board of Directors do not propose any Dividend for the Financial Year 2014 -2015. RESERVES The Company has not transferred any amount to reserves. DIRECTORS A) Changes in directors and appointment of Key Managerial Personnel: Mr. Darshak Rupani (DIN 03121939) was appointed as the Managing director of the company at the meeting of the Board of Directors held on 14th November, 2014 for a term of 3 years subject to the ratification by the shareholders at the upcoming or ensuing Annual General Meeting. Mr. Jaynish Kothari (DIN: 00281312) and Mr. Nalin Shah have resigned from directorship with effect from 20th August, 2014 and due to pre-occupation. Mr. Rameshchandra Kothari has resigned from directorship with effect from 5th September, 2015 due to pre occupation. Mr. Prashant Rupani Director of the Company was appointed as CFO of the Company with effect from 20th August, 2014. Mr. Chandresh Jain (DIN: 02565522) was appointed as an Independent Director of the Company with effect from 29th September, 2014. In accordance with Section 152 of the Companies Act, 2013, Mr. Prashant Rupani (DIN: 03138082) retires by rotation at ensuing Annual General Meeting and is eligible for reappointment. The Board hereby recommends his re-appointment. Mrs. Jigna Thakkar (DIN: 07279163) was appointed as an Independent Additional Director with effect from 5th September, 2015 and The Company seeks shareholders' approval for appointing her as a Non Executive Independent Director of the Company. Mr. Rameshchandra Kothari has resigned from Directorship of the Company with effect from 5th September, 2015. B) Declaration by Independent Directors and Re-appointment of Directors : Independent Directors have given the declarations that they meet the criteria for Independence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 of the Listing Agreement. C) Board Evaluation : Pursuant to the provisions of the Companies Act 2013, and clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning. The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and Non - Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process. DIRECTORS' RESPONSIBILITY STATEMENT As required under the Provisions of section 134(5) of the Companies Act, 2013 the Directors hereby confirm: 1. That in preparation of the Annual Accounts for the year ended 31st March 2015, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any; 2. And applied them consistently and made judgements 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 31,2015 and of the profit of the company for the year ended on that date; 3. That the Directors have taken proper and sufficient care 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. 4. That the Directors have prepared the annual accounts on a going concern basis. 5. That 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; 6. That 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. ORDERS PASSED BY REGULATORY AUTHORITY During the Financial Year under review, there were no material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES Your Company has a Wholly Owned Subsidiary named Sapna Infraventure Private Limited since December, 2011. A Statement containing salient features of Financial Statement of Sapna Infraventure Private Limited in Form AOC-1 is annexed hereto as "Annexure A" AUDITORS Pursuant to the provisions of section 139 of the Companies Act, 2013 M/s. N. K. Jalan & Co. Chartered Accountants were appointed as the Statutory Auditors of the Company in 24th Annual General Meeting of the Company to hold office till the conclusion of 29th An nual General Meeting subject to ratification by shareholders in every Annual General Meeting. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION The information relating to conservation of energy and technology absorption by the Company is annexed to the report as "Annexure B" EXTRACT OF ANNUAL RETURN The Extract of Annual Return in form MGT-9 as prescribed under the provisions of Section 92 of the Companies Act, 2013 is annexed to the report as "Annexure C" FOREIGN EXCHANGE EARNING AND OUTGO During the year under review there were no earnings in foreign exchange and there was no foreign exchange out go. CORPORATE SOCIAL RESPONSIBILITY: The Provision of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility was not applicable to the Company for Financial Year 2014-15. BOARD MEETINGS During the Financial year 2014-2015, the Board of Directors duly met five times. More information regarding the Board meetings are included in the Corporate Governance Report. AUDIT COMMITTEE The composition of the Audit Committee and the number of Audit Committee meetings held during the Financial Year 2014 - 2015 forms a part of the Corporate Governance Report. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES The Company has a Vigil Mechanism policy to report genuine concerns or grievances. The detail forms a part of the Corporate Governance Report. NOMINATION AND REMUNERATION POLICY The company has policies framed for remuneration and appointment of directors, Key managerial personnel and senior management of the company. The composition and policies forms a part of the Corporate Governance Report and the policy is available at the registered office of the Company. PARTICULARS OF TRANSACTION BETWEEN THE COMPANY AND THE NON EXECUTIVE DIRECTORS During the year under review the company has not entered into any transaction with its Directors PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013: The Company has not made investments or provided any security or guarantee. However the Company has given loan to Sapna Infraventure Private Limited (Wholly Owned Subsidiary) which does not require approval of Shareholders in terms of Section 186 (2) of the Companies Act, 2013 as it was under ceiling specified under the said section. SECRETARIAL AUDIT Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules made there under the Company has appointed M/s Priti J Sheth & Associates, a firm of Company Secretaries in Practice (CP. No 5518) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as "Annexure D" and forms an integral part of this report. CORPORATE GOVERNANCE As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditor forms an integral part of this Report RELATED PARTY TRANSACTIONS The Company has not entered into any transactions with related party falling under the purview of section 188 of the Companies Act 2013 and Rules made there under. Therefore no statement in Form AOC 2, as required under Rule 8(2) of Companies (Accounts) Rules, 2014 is annexed hereto. There were no materially significant Related Party Transactions that have potential conflict of interest with the Company at large. AUDITORS' REPORT The Statements made by the Auditors in their report are self-explanatory and doesn't require any comments by the Board of Directors. PARTICULARS OF EMPLOYEES The Company wishes to place on record their appreciation to the contribution made by the employees to the operations of the company during the period. During the year under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and Remuneration) Rules, 2014 and therefore no disclosures need to be made under the said section. ACKNOWLEDGEMENTS Your Directors wish to place on record their sense of appreciation for the excellent support received from the government authorities, bankers, consultants and the dedicated efforts of all employees in the working of the Company. By Order of the Board —Sd/— Mr. Darshak Rupani Managing Director —Sd/— Mr. Prashant Rupani Director/ CFO DIN:03121939 DIN:00199986 Date : 5th September, 2015 Place: Mumbai |