| TO THE MEMBERS OF FLAWLESS DIAMOND (INDIA) LIMITED,
The Directors hereby present their 24th Annual Report on the business
and operations of the Company and the Financial Accounts for the year
ended 31st March, 2013.
Particulars (Rs. in Thousand)
Year ended Year ended
31.03.1013 31.03.2012
Total Income 87167.91 755908.32
Profit / (Loss) Before
Depreciation & Taxes (6407.97) (1930.03)
Less: Depreciation 2869.52 3558.12
Profit/(Loss) Before Tax (9277.50) (5488.15)
Less: Provision for Current Tax 0.00 0.00
Less: Provision for Deferred Taxation (2865.18) (8970.87)
Less: Earlier Tax 865.34 0.00
Profit / (Loss) After Tax for the year (7277.66) (3482,72)
Add: Balance in Reserves & Surplus 621401.38 617918.66
Less: Appropriations 0.00 0.00
Closing Balance 614123.721 621401.38
BUSINESS OPERATION
During the year the company has suffered a loss, ofRs. 92.77 lakhs as
against the loss ofRs. 54.88 lakhs for the previous year. The loss is due
to global slowdown and lower economic growth resulting to non
realization of exports proceeds from the overseas parties. The company
is very hopefull that it will recover from the slowdown and achieve its
past glory in near future.
DIVIDEND
In view of the loss during the year the Board of Directors has decided
to not to declare the dividend.
RESEARCH AND DEVELOPMENT
Research and Development is a vital area of the Company's focus and has
been a key factor in maintaining the company's growth. Leveraging on
its strong research and development department, your Company has been
constantly developing new and latest designs of jewellery and lifestyle
products but due to overall slowdown and sudden break in the business
activity of the company, the research work could not be carried out
during the year.
CORPORATE GOVERNANCE ,
Your Company is committed to maintain the highest standards of
Corporate Governance; Your Directors adhere to me stipulations set out
in me Listing Agreement with the Stock Exchange and have implemented
all the prescribed requirements. A separate; report on Corporate
Governance is enclosed as a part of this Annual Report of the Company.
A certificate from Auditors of the Company regarding compliance on
Corporate Governance as stipulated under clause 49 of the Listing
Agreement is annexed to the report on Corporate Governance^
DIRECTORS'RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility
Statement, It is hereby confirmed that: (i) In the preparation of the
annual accounts, for the Financial Year ended 31st March, 2013, the
applicable accounting
standards had been followed;
(ii) The Directors have selected such accounting policies 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 at the end of the financial year and of the Loss of the
Company for the year ended 31st March, 2013; '
(iii) The Directors had taken proper and sufSfcient care for the
maJSteaaace of adequate accounting records in accordance with the
provisions of the Companies Act, 1956Rs. for safeguarding the assets of
the Company and for preventing and detecting fraud and
other
(iv) The Directors have prepared the annual accounts of the Company for
die Financial Year ended 31s* March, 2013 on 'going concern' basis.
However, the company's secured creditor 'ICICI Bank' has filed winding
up petition u/s 439 of the Companies Act, 1956 in die
HonourableJJoinbay High:Court, which may affect die 'Going Concern'
Status. The Punjab and Sind Bank has also initiated winding up petition
u/s 43^ of ti*e Companies Act, 1956 in the Honourable Bombay High
Court.
DIRECTORS
Pursuant to Article 164 of the Article of Association of the Company
Shri Rajiv Kamdar and Shri Kamal U. Jain, Directors of the Company,
retire by rotation at the forthcoming Annual General Meeting and being
eligible, offer them selves for re-appointment.
DEPOSITS
Your Company has not invited or accepted any fixed deposits from the
public during the year under review.
AUDITORS
M/s. Suresh Anchaliya &Co., Chartered Accountants, the retiring
Auditors of the Company who holds Office in accordance witii the
provisions of" the Companies Act, 1956 up to the conclusion of the
forthcoming Annual General Meeting and being eligible offer themselves
for re-appointment.
The Company has received letter from the Auditors to the effect that
their re-appointment, if made, would be within the prescribed limit
under Section 224 (IB) of the Companies Act, 1956 and that they are not
disqualified for such re-appointment within the meaning of Section 226
of the said Act.
AUDITORS REPORT
The adverse comment or qualification in the Auditors Report are self
explanatory and are mainly related to statutory dues and default in the
repayment of bank loan
MATERIAL CHANGES
a. The Company's account with the banks has been declared NPA (Non
Performing Assets) by the banks for non realization of export proceeds
and non payment of loans and interest. The banks have moved the matter
before Debt Recovery Tribunal and initiated recovery proceeding under
SARFAESI Act, 2002 for recovery of their dues. The Debt Recovery
Tribunal in its order instructed the company to pay the ICICI Bank loan
amount with interest at the rate 18% PA. from 30th May, 2012 onwards..
The Directors of the company are trying tiieir best to realize the
export proceeds at the earliest and pay off die bank dues.
b. There is no manufacturing activities carried out during the year
under review.
c. The secured creditor 'ICICI Bank' has moved winding up petition u/s
439 of the Companies Act, 1956 before me Honourable Bombay High Court
for dissolution of the company and the matter is pending before the
Honourable Bombay High Court. However me company has entered into the
consent term with the "ICICI Bank" for repayment of loan with interest
on or before 31.03.2014.
LISTING
The shares of the company is listed at The Bombay Stock Exchange Ltd
(BSE), Mumbai. The company has paid the listing fees to stock exchange.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
A detailed review of the progress of the project and the future outlook
of the Company and its business as stipulated under clause 49 of the
Listing Agreement with the Stock Exchange is presented in a separate
section forming part of the Annual Report.
SHORT TERM LOAN FROM BODIES CORPORATES
The Company has accepted short term loan from the bodies corporatato
meet the requirement of repayment of loan to the bankers.
PARTICULARS OF EMPLOYEES
The overall industrial and employee relations remained healthyi There
are no Such employees pursuant to Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
as amended by the Companies Amendment Act,
1988.Hence,noparticularsarerequiredtobeapp®ridedtothisrepOftintfiisregard.
DEMATERIALISATION OF SHARES
77.97% Shares of total equity capital is held in dematerialised form
with NSDL and 16.77% Shares of total equity capital is held in
dematerialised form with CDSL, as on 31.03.2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS & OUTGO
The information pursuant to Section 217(i)(e) of the Companies Act,
1956, read with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988, is given as under.
A. Conservation of Energy: As the Company is not covered in the list
of industries required to furnish information in form 'A' in relation
to conservation of energy, the same is not given.
B. Technology Absorption, Research and Development (R&D): The
Company's manufacturing unit is not in operation during theyear.
C. Foreign Exchange Earning & Outgo: The total exports for the year
2012-13 amounts to Rs. NIL
Total Foreign Exchange used & earned :Rs. (In Lakhs)
Total Foreign Exchange used : Nil
Total Foreign Exchange earned 945.98
ACKNOWLEDGEMENT
The Directors wish to place on record their appreciation for the
consistent assistance and co-operation received from the Central and
State Government Authorities, Company's Bankers, Directors, Vendors,
Members and dedicated Employees for the confidence in the Company and
its management through the periods of prosperity and adversity.
Registered Office: On behalf of the Board of Directors
136, Panchratna,
Opera House,
Mumbai - 400 004.
Place : Mumbai Kamal U.Jain
Date :30th May, 2013 Chairman |