Alka Diamond Industries Limited · 5 ALKA DIAMOND INDUSTRIES LTD 27 th Annual Report 2015-16 (CIN:...

Alka Diamond Industries Limited

27th Annual Report

F.Y. 2015-16

REG. OFF: 626, PANCHRATNA, OPERA HOUSE, MUMBAI – 400 004

2 ALKA DIAMOND INDUSTRIES LTD 27th Annual Report 2015-16

(CIN: L36911MH1989PLC053685)

C O N T E N T S

Sr. No.

PARTICULARS

PAGE NO.

1 Corporate Information 3

2 Notice Of Annual General Meeting

4

3 Director’s Report

12

4 Management Discussion & Analysis

21

5 Report On Corporate Governance

25

6 Annual Declaration By CEO

46

7 Certificate Of Chief Executive & Chief Financial Officer

47

8 Auditor’s Certificate

48

9 Independent Auditor’s Report

49

10 Financial Statements

54



(CIN: L36911MH1989PLC053685)

CORPORATE INFORMATION

BOARD OF DIRECTORS REGISTERED OFFICE

Gopal M. Verma Managing Director 626, Panchratna,

Nilesh Parmar Director M P Road, Opera House,

Pankaj Kumar Jain Director Mumbai- 400004

Sanat Upadhyay Director

Kiran Lata Verma Woman Director

AUDITORS

M/S. K. K. Jhunjhunwala & Co.

Chartered Accountants

Off. No. 8a, 8th Floor, Astral Centre,

470-B, N. M. Joshi Marg,

Chinchpokli- West. Mumbai-400011

REGISTRAR AND SHARE TRANSFER AGENT BANKER

Sharex Dynamic (India) Private Limited Axis Bank Ltd

Unit 1, Luthra Industrial Premises, 1st Floor, Union Bank Of India

44-E, M. Vasanti Marg, Andheri Kurla Road,

Safed Pool, Andheri (East), Mumbai–400 072



(CIN: L36911MH1989PLC053685)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the 27th Annual General Meeting of the Members of ALKA

DIAMOND INDUSTRIES LIMITED will be held on Friday the 30th day of September 2016 at

10.30 A. M. at the Registered office of the Company to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statement of the Company for the

financial year ended 31st March, 2016 the report of Board of Directors and Auditors

thereon.

2. To appoint a Director in place of Shri Nilesh Fulchandbhai Parmar (DIN: 01661518) who

retires by rotation and being eligible, offers himself for re-appointment.

3. To ratify the appointment of Auditor and to fix their remuneration and in this regard, to

consider and if thought fit, to pass with or without modification, the following resolution

as an Ordinary Resolution:

“RESOLVED THAT, pursuant to the provisions of Section 139 and all other

relevant provisions of the Companies Act, 2013, read with Rule3(7) of the

Companies (Audit & Auditors) Rules,2014(Including any statutory modification or re-

enactment thereof for the time being in force), The re-appointment of the retiring

Auditors M/s. K. K. Jhunjhunwala & Co. Chartered Accountants, Mumbai (Firm

Registration No. 111852W) with the Institute of Chartered Accountants of India), to hold

office from the conclusion of the 26th Annual General Meeting (AGM) till the conclusion

of the 28th Annual General Meeting of the Company be and is hereby ratified and the

said Auditors to be paid such Remuneration as may be decided by the Audit Committee

of the Board of Directors of the Company.”

SPECIAL BUSINESS

4. To consider and if thought fit, to pass with or without modification(s), the following

resolution as an Ordinary Resolution.

RESOLVED FURTHER THAT any Director of the Company, be and is hereby

authorised to sign and submit the necessary application and forms with appropriate

authorities and to perform all such acts, deeds and things as he may in his absolute

discretion deem necessary or desirable for and on behalf of the Company for the

purpose of giving effect to aforesaid resolution.”

BY ORDER OF THE BOARD

For ALKA DIAMOND INDUSTRIES LIMITED. PLACE: - MUMBAI.

DATE : 02.09.2016

Sd/-

GOPAL M. VERMA

MANAGING DIRECTOR

DIN: 01687709



(CIN: L36911MH1989PLC053685)

NOTES TO NOTICE

1. The relevant Explanatory Statement pursuant to Section 102 of the Companies Act,

2013 (“Act”) setting out material Facts concerning the business under item No. 3 of the

Notice, is annexed here to.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING

(AGM) IS ENTITLED TO APPOINT A PROXY OR PROXIES TO ATTEND AND VOTE ON A

POLL ON HIS BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE

COMPANY. The instrument of Proxy in order to be effective, should be deposited at the

Registered Office of the Company, duly completed and signed, not less than 48 hours

before the commencement of the meeting.

Corporate members intending to send their authorized representatives to attend the

Meeting are requested to send to the Company a certified copy of the Board Resolution

authorizing their representative to attend and vote on their behalf at the Meeting.

A person can act as proxy on behalf of members not exceeding fifty (50) and holding in

the aggregate not more than ten per cent of the total share capital of the Company

carrying on voting rights. However, A Member holding more than ten per cent of the

total share capital of the Company carrying voting rights may appoint a single person as

proxy and such person shall not act as proxy for any other shareholder.

3. The Register of Members and Share Transfer Books of the Company will remain closed

from 24th September, 2016 to 30th September, 2016 (both days inclusive).

4. All documents referred to in the Notice and Explanatory Statement are open for

inspection at the Registered Office of the Company during office hours on all working

days except public holidays between 10.30 a. m. and 05.30 p. m. up to the date of the

Annual General Meeting.

5. As a measure of economy copies of Annual Report will not be distributed at the Annual

General Meeting. Therefore members are requested to bring their copy of the Annual

Report to the Meeting.

6. Shareholders seeking any information with regard to Accounts are requested to write to

the Company at an early date so as to enable the management to keep the information

ready.

7. The Company has appointed M/s. Sharex Dynamic (India) Pvt. Ltd, Unit – 1, Luthra

Industrial Premises, 1st Floor, 44-E, M. Vasanti Marg, Andheri – Kurla Road, Safed Pool,

Andheri – East, Mumbai – 400072 as the Share Transfer Agent to undertake all Investor

Servicing activities, Both demate and physical segments. All concerned are requested to

send their documents and address all their correspondence directly to the above

registrar.



(CIN: L36911MH1989PLC053685)

8. The Ministry of Corporate Affairs has taken “Green initiative in the Corporate

Governance” by allowing paperless compliance by the Companies and has issued

circulars stating that Services of Notice/Documents including Annual Report can be

sent by e-mail to its members To support this green initiative of the Government in full

measure, Members who have not registered their e-mail addresses, so far, are requested

to register their current e-mail addresses, in respect of electronic holding with the

depository through their concerned Depository Participants. Members who hold shares

in physical form are requested to register the same with the company’s share Transfer

Agents M/s Sharex Dynamic (India) Pvt. Ltd.

9. Members holding shares in dematerialized form are requested to intimate all changes

pertaining to their bank details such as bank account number, name of the bank and

branch details, MICR code and IFSC code, mandates, nominations, power of attorney,

change of address, change of name, e-mail address, contact numbers, etc., to their

depository participant (DP). Changes intimated to the DP will then be automatically

reflected in the Company’s records which will help the Company and the Company’s

Registrars and Transfer Agents, M/s Sharex Dynamic (India) Pvt. Ltd to provide efficient

and better services.

10. As per the provisions of Section 72 of the Act, the facility for making nomination is

available for the Members in respect of the shares held by them. Members who have not

yet registered their nomination are requested to register the same by submitting Form

No. SH-13. Members holding shares in physical form may submit the same to the

Registrar of the Company. Members holding shares in electronic form may submit the

same to their respective depository participant

11. Members holding shares in physical form are requested to advise any change of address

or bank mandate immediately to the company/ registrar and transfer agent, Sharex

Dynamic (India) Pvt. Ltd.

12. Members holding shares in physical form, in identical order of names, in more than one

folio are requested to send to the Company / registrar and transfer agent, Sharex

Dynamic (India) Pvt. Ltd, the details of such folios together with the share certificates for

consolidating their holdings in one folio. A consolidated share certificate will be issued

to such Members after making requisite changes.



(CIN: L36911MH1989PLC053685)

13. The Securities and Exchange Board of India (SEBI) has mandated the submission of

Permanent Account Number (PAN) by every participant in securities market. Members

holding shares in electronic form are, therefore, requested to submit their PAN to their

Depository Participants with whom they are maintaining their demat accounts.

Members holding shares in physical form can submit their PAN to the Company or its

Registrar and Share Transfer Agent M/s. Sharex Dynamic (India) Private Limited

14. The Annual Report of the Company circulated to the member of the Company will be

made available on the Company’s website at “ www.alkadiamond.com”

15. The business set out in the notice will be transacted through electronic voting system

and the Company is providing facility for voting by electronic means. Instructions and

other information relating to e-voting are given in this notice

Voting through electronic means

I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule

20 of the Companies (Management and Administration) Rules, 2014 as amended

by the Companies (Management and Administration) Amendment Rules, 2015

and Clause 35B of the Listing Agreement, the Company is pleased to provide

members facility to exercise their right to vote on resolutions proposed to be

considered at the Annual General Meeting (AGM) by electronic means and the

business may be transacted through e-Voting Services. The facility of casting the

votes by the members using an electronic voting system from a place other than

venue of the AGM (“remote e-voting”) will be provided by National Securities

Depository Limited (NSDL).

II. The facility for voting through ballot paper shall be made available at the AGM)/

EGM/ EOGM and the members attending the meeting who have not cast their

vote by remote e-voting shall be able to exercise their right at the meeting

through ballot paper.

III. The members who have cast their vote by remote e-voting prior to the AGM may

also attend the AGM but shall not be entitled to cast their vote again.

IV. The remote e-voting period commences on 27th Sept.,2016 (9:00 am) and ends

on 29th Sept, 2016 (5:00 pm). During this period members’ of the Company,

holding shares either in physical form or in dematerialized form, as on the cut-

off date of 24th Sept.,23016, may cast their vote by remote e-voting. The

remote e-voting module shall be disabled by NSDL for voting thereafter. Once the

vote on a resolution is cast by the member, the member shall not be allowed to

change it subsequently.



(CIN: L36911MH1989PLC053685)

V. The process and manner for remote e-voting are as under:

A. In case a Member receives an email from NSDL [for members whose email IDs

are registered with the Company/Depository Participants(s)] :

(i) Open email and open PDF file viz; “AGM.pdf” with your Client ID or Folio

No. as password. The said PDF file contains your user ID and

password/PIN for remote e-voting. Please note that the password is an

initial password.

(ii) Launch internet browser by typing the following URL:

https://www.evoting.nsdl.com/

(iii) Click on Shareholder - Login

(iv) Put user ID and password as initial password/PIN noted in step (i) above.

Click Login.

(v) Password change menu appears. Change the password/PIN with new

password of your choice with minimum 8 digits/characters or

combination thereof. Note new password. It is strongly recommended not

to share your password with any other person and take utmost care to

keep your password confidential.

(vi) Home page of remote e-voting opens. Click on remote e-voting: Active

Voting Cycles.

(vii) Select “EVEN” of “Alka Diamond Industries Limited”.

(viii) Now you are ready for remote e-voting as Cast Vote page opens.

(ix) Cast your vote by selecting appropriate option and click on “Submit” and

also “Confirm” when prompted.

(x) Upon confirmation, the message “Vote cast successfully” will be

displayed.

(xi) Once you have voted on the resolution, you will not be allowed to modify

your vote.

(xii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are

required to send scanned copy (PDF/JPG Format) of the relevant Board

Resolution/ Authority letter etc. together with attested specimen

signature of the duly authorized signatory(ies) who are authorized to vote,

to the Scrutinizer through e-mail to [email protected] or

[email protected] with a copy marked to [email protected]

B. In case a Member receives physical copy of the Notice of AGM [for members

whose email IDs are not registered with the Company/Depository

Participants(s) or requesting physical copy] :

(i) Initial password is provided as below/at the bottom of the Attendance

Slip for the AGM:

EVEN (Remote e-voting Event

Number)

USER ID PASSWORD/PIN



(CIN: L36911MH1989PLC053685)

(ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote.

VI. In case of any queries, you may refer the Frequently Asked Questions (FAQs)

for Members and remote e-voting user manual for Members available at the

downloads section of www.evoting.nsdl.com or call on toll free no.: 1800-222-

990.

VII. If you are already registered with NSDL for remote e-voting then you can use

your existing user ID and password/PIN for casting your vote.

VIII. You can also update your mobile number and e-mail id in the user profile

details of the folio which may be used for sending future communication(s).

IX. The voting rights of members shall be in proportion to their shares of the

paid up equity share capital of the Company as on the cut-off date of 23rd

Sept.,2016.

X. Any person, who acquires shares of the Company and become member of the

Company after dispatch of the notice and holding shares as of the cut-off

date i.e. 24th Sept.,2016, may obtain the login ID and password by sending a

request at [email protected] or Issuer/ RTA.

However, if you are already registered with NSDL for remote e-voting then

you can use your existing user ID and password for casting your vote. If you

forgot your password, you can reset your password by using “Forgot User

Details/Password” option available on www.evoting.nsdl.com or contact

NSDL at the following toll free no.: 1800-222-990.

XI. A member may participate in the AGM even after exercising his right to vote

through remote e-voting but shall not be allowed to vote again at the AGM.

XII. A person, whose name is recorded in the register of members or in the

register of beneficial owners maintained by the depositories as on the cut-off

date only shall be entitled to avail the facility of remote e-voting as well as

voting at the AGM through ballot paper.

XIII. Ms. Suman Murarilal Sureka, Company Secretary (Membership No. 6842)

and Proprietor of M/s. Suman Sureka & Associates has been appointed for

as the Scrutinizer for providing facility to the members of the Company to

scrutinize the voting and remote e-voting process in a fair and transparent

manner.

XIV. The Chairman shall, at the AGM, at the end of discussion on the resolutions

on which voting is to be held, allow voting with the assistance of scrutinizer,

by use of “remote e-voting” or “Ballot Paper” or “Poling Paper” for all those

members who are present at the AGM but have not cast their votes by

availing the remote e-voting facility.

XV. The Scrutinizer shall after the conclusion of voting at the general meeting,

will first count the votes cast at the meeting and thereafter unblock the votes

cast through remote e-voting in the presence of at least two witnesses not in

the employment of the Company and shall make, not later than three days of

the conclusion of the AGM, a consolidated scrutinizer’s report of the total



(CIN: L36911MH1989PLC053685)

votes cast in favour or against, if any, to the Chairman or a person

authorized by him in writing, who shall countersign the same and declare the

result of the voting forthwith.

XVI. The Results declared along with the report of the Scrutinizer shall be placed

on the website of the Company “www.alkadiamond.com” and on the website

of NSDL immediately after the declaration of result by the Chairman or a

person authorized by him in writing. The results shall also be immediately

forwarded to the BSE Limited, Mumbai.



DATE : 02.09.2016

Sd/-

GOPAL M. VERMA

MANAGING DIRECTOR

DIN: 01687709



(CIN: L36911MH1989PLC053685)

Explanatory Statement (Pursuant to Section 102 of the Companies Act, 2013)

As required by Section 102 of the Companies Act, 2013 (“Act”), the following explanatory

statement sets out all material facts relating to the business mentioned under Item No.

3 of the accompanying Notice:

Item No. 3

This explanatory statement is provided though strictly not required as per Section 102

of the Act. M/s. K. K. Jhunjhunwala & Co. Chartered Accountants, Mumbai (Firm

Registration No. 111852W) with the Institute of Chartered Accountants of India) was

appointed as the statutory auditors of the Company for a period of three years at the

Annual General Meeting (AGM) of the Company held on Sept 30, 2015, to hold office

from the conclusion of the Twenty-sixth AGM till conclusion of the twenty-eight AGM to

be held in the year 2017.

As per provisions of Section 139(1) of the Act, their appointment for the above tenure is

subject to ratification by members at every AGM.

Accordingly, ratification of the members is being sought for appointment of statutory

auditors as per the proposal contained in the Resolution set out at item no. 3 of the

Notice.

The Board commends the Resolution at item No. 3 for approval by the Members.

None of the Directors or Key Managerial Personnel (KMP) or relatives of Directors and

KMPs is concerned or interested in the Resolution at Item No. 3 of the accompanying

Notice.



(CIN: L36911MH1989PLC053685)

DIRECTOR’S REPORT

To

The Shareholders,

Your Directors have pleasure in presenting their 27th ANNUAL REPORT along with the

audited annual accounts for the year ended on 31ST MARCH, 2016, AND REPORT THAT: -

1. FINANCIAL RESULTS

A summary of your Company’s Financial Performance for the Financial Year ended 31st

March 2016 is given below: -

(Amounts in ₹.)

PARTICULARS 2015-2016 2014-2015

Sales & Other Income 9,54,865 8,77,507

Profit/(Loss) Before Tax (PBT) (89,323) (14,531)

Profit/(Profit) After Tax (PAT) (89,323) (14,531)

Less :- Prior year tax adjustments NIL NIL

Deferred Tax (499) (252)

Add :- Balance B/F from the previous year (17,60,734) (17,46,089)

Balance available for Appropriation (18,50,734) (17,60,368)

Less :- Transferred to General Reserve NIL NIL

Proposed Dividend NIL NIL

Balance Carried to Balance Sheet (18,50,734) (17,60,368)

2. SECRETARIAL AUDITOR

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company

has appointed Manisha Agarwal, Company Secretary in practice to undertake the

Secretarial Audit of the Company for FY 2015-16. The Secretarial Audit report is

annexed herewith as “Annexure A”. The Board of Directors has appointed Manisha

Agarwal, Company Secretary in Practice to conduct Secretarial Audit for FY 2015-16 at

its meeting held on 29th July 2016. The Secretarial Auditor observed as under:

During the period under review, the Company has complied with the provisions of the

Act, Rules, Regulations, Guidelines, Standards etc. mentioned above except as below:

1) The company has not filed certain forms with the Registrar of Companies.



(CIN: L36911MH1989PLC053685)

2) The Company has not complied with the section 203 and Clause 47 of the listing

agreement.

3) The Company has its websites but the disclosures are not as per the Companies Act,

2013 and Listing agreement.

4) The Ahmedabad Stock Exchange has suspended the company to trade the equity

shares on the exchange due to non-compliances with certain formalities w.e.f.13-05-

2002 and also the company has not paid listing fees to Ahmedabad and Jaipur

Stock Exchange.

5) In Directors Report for the year ended 31st March, 2015 Directors have not

commented on Secretarial Auditors qualification.

6) The Company has not provided for e-voting facility and related compliances.

7) The company has not complied with certain provisions of the listing agreement and

SEBI Rules and regulations.

Further, the explanation given by the Board on the observation given by the Secretarial

Auditor is Under:

The observations of the Secretarial Auditors in their report are self-explanatory and

therefore, the directors do not have any further comments to offer on the same.

3. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT-9 as required

under Section 92 of the Companies Act, 2013 (herein after referred to as “the Act”) form

an integral part of this Report. (ANNEXURE – B)

4. NUMBER OF MEEINGS OF THE BOARD

During Financial Year 2015-16 Five Board Meetings were held by the Company on 7th

May.,2015, 22nd July.,2015, 24th Aug.,2015, 30th Oct.,2015 and 29th Jan.,2016. The

intervening gap between the meetings was prescribed under the Companies Act.2013

and clause 49 of the Listing Agreement entered with the BSE. The number of Committee

Meeting held during the Financial Year 2015-16 forms part of the Corporate Governance

Report.

5. DIRECTOR’S RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanation

obtained by them, your Directors make the following statements in terms of Section

134(3) (C ) of the Companies Act 2013.

(a) That in the preparation of the annual financial statements, the applicable

accounting standards have been followed along with proper explanation relating to

material departures, if any;

(b) That such accounting policies as mentioned in Notes to the Financial Statements

have been selected and applied consistently and judgments have been made that are



(CIN: L36911MH1989PLC053685)

reasonable and prudent so as to give a true and fair view of the state of affairs of the

company as at 31st March, 2016 and of the profit or loss of the Company for the

Financial Year ended on that date;

(c ) That proper and sufficient care has been 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 their irregularities;

(d) That the annual Financial Statements have been prepared on a going concern basis;

(e) That proper internal financial controls were in place and that the financial controls

were adequate and were operating effectively;

(f) That systems to ensure compliance with the provisions of all applicable laws and

that such systems were adequate and operating effectively.

6. DIRECTORS AND KEY MANAGERIAL PERSONEL:

In accordance with the provisions of Section 152 of the Act, and that of Articles of

Association of the Company, Shri Nilesh Fulchandbhai Parmar (DIN: 01661518),

Director of the Company retires by rotation at this AGM of the Company and being

eligible, offers himself for reappointment. The Company has received declarations from

all the Independent Directors confirming that they meet with the criteria of

independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and

under Clause 49 of the Listing Agreement with the BSE.

Pursuant to the provision of Section 203, of the Act, the Key Managerial Personel of the

Company are Shri Gopal Manikchand Verma, Chief Executive Officer and Managing

Director, Sanat Upadhyay, Director and Shri Nilesh Fulchandbhai Parmar, director and

Compliance Officer. There has been no change in the Key Managerial Personel during

the year.

7. WOMAN DIRECTOR.

In Terms of the Provision of Section 149 of the Companies Act, 2013 and Regulation 17

of the SEBI Regulations, a Company shall have at least one Woman Director on the

Board of the Company. Your Companies Board is having one Woman Director, Mrs.

Kiran Lata Verma.

8. AUDITORS AND AUDITORS REPORT.

M/s. K. K. Jhunjhunwala & Co., Chartered Accountants (Reg. No. 111852W) Auditors of

the Company, hold office till the conclusion of 28th Annual General Meeting. As per the

provisions of Section 139 their appointment is required to be ratified in every Annual

General Meeting and being eligible for appointment the Directors recommended for their



(CIN: L36911MH1989PLC053685)

reappointment for ratification. The Company has received their consent and a certificate

as required under Section 139 (1) of the Companies Act, 2013 from them to the effect

that they qualify for their re-appointment, if made and it would be within the prescribed

limits under Section 141 of the Companies Act, 2013 9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

UNDER SECTION 186.

There are no loans, Guarantees and Investments made under the provisions of Section

186 of the Companies Act, 2013 during the year. Details of Loan, Guarantees and

Investments covered under the provisions of the Act are given in the notes to the

Financial Statements.

10. RELATED PARTY TRANSACTIONS:

There are no contracts or arrangements with related parties referred to section 188(1) of

the companies Act, 2013. The Company has uploaded on the Website of the Company at

http://www.alkadiamond.com/corporate_Goveranance.aspx/determinationof%20materi

al%20events

11. SUBSIDIARY COMPANIES, JOINT VENTURES NAD ASSOCIATES COMPANIES

The Company does not have any Subsidiary and Associate Company or Joint venture

12. DEPOSITORY SYSTEM:

Your Company has not accepted any deposits within the meaning of section 73 of the

Companies Act, 2013 and the Rule made thereunder and therefore no amount of

principal or interest was outstanding as on the date of Balance Sheet.

13. DECLARATION BY INDEPENDENT DIRECTORS

The Board has received the declaration from the Independent Directors as per the

requirement of Section 149(6) and the Board is satisfied that all the Independent

Directors meets the criterion of Independence as mentioned in Section 149(6).

14. FINANCIAL HIGHLIGHTS AND COMPANY AFFAIRS:

Your Company has earned total revenue of ₹9.55 lakhs in Financial Year 2015-16 as

compared to ₹8.78 lakhs in Financial Year 2014-15. The profit/(Loss) after tax in

Financial Year 2015-16 is ₹(0.89) lacs as compared to ₹(0.15)lakhs in Financial Year

2014-15.

15. DIVIDEND

Due to non-availability of sufficient funds, your directors express their inability to

recommend any dividend for the year under review.



(CIN: L36911MH1989PLC053685)

16. INTERNAL CONTROL POLICY

Your Company has put in place adequate internal financial controls with reference to

the financial statements, some of which are outlined below.

Your Company has adopted accounting policies which are in line with the Accounting

Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that

continue to apply under Section 133 and other applicable provisions, if any, of the

Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and

relevant provisions of the Companies Act, 1956, to the extent applicable. These are

in accordance with generally accepted accounting principles in India.

Your Company operates in an ERP system, and has many of its accounting records

stored in an electronic form and backed up periodically. The ERP system is configured

to ensure that all transactions are integrated seamlessly with the underlying books of

account. Your Company has automated processes to ensure accurate and timely

Updation of various master data in the underlying ERP system.

Your Company has a robust financial closure self–certification mechanism wherein

the line managers certify adherence to various accounting policies, accounting

hygiene and accuracy of provisions and other estimates.

Your Company in preparing its financial statements makes judgments and estimates

based on sound policies and uses external agencies to verify/ validate them as and

when appropriate.

The Management periodically reviews the financial performance of your Company

against the approved plans across various parameters and takes necessary action,

wherever necessary.

17. SHARE CAPITAL

The Issued, Subscribed and Paid-Up Equity Share Capital as on 31st March, 2016 was

Rs. 48,609,000. During the year under review, the Company has not issued shares with

differential voting rights nor granted any stocks options or sweat equity. As on 31st

March, 2016 none of the Directors of the Company holds instrument convertible into

equity shares of the Company.

18. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement entered with the BSE, a separate Report on

Corporate Governance practices followed by the Company, together with a Certificate

from the Company’s Auditors confirming compliance forms an integral part of this

Report.



(CIN: L36911MH1989PLC053685)

Further, as per Clause 49 of the Listing Agreement entered with the BSE, CEO/CFO

Certification confirming the correctness of the financial statements, adequacy of the

internal control measures and reporting of matters to the Audit Committee forms an

integral part of this Report.

19. INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors met on February 13, 2016,

inter alia, to discuss: Evaluation of the performance of Non Independent Directors and

the Board of Directors as a whole; Evaluation of the performance of the Chairman of the

company. Evaluation of the quality, content and timeliness of flow of information

between the Management and the Board that is necessary for the Board to effectively

and reasonably perform its duties. All the Independent Directors were present at the

meeting

20. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

As per Clause 49 of the Listing Agreement entered with the BSE, a separate Report on

Management’s Discussion and Analysis forms an integral part of this Report.

21. PARTICULARS OF EMPLOYEES

The information required pursuant to section 197 read with Rule 5 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of

employees of the Company are not applicable to the Company, as the Company has not

employed any employees whose salary exceeds the prescribed limits.

22. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place a vigil mechanism in the form of Whistle Blower Policy. It

aims at providing avenues for employees to raise complaints and to receive feedback on

any action taken and seeks to reassure the employees that they will be protected

against victimization and for any whistle blowing conducted by them in good faith. The

policy is intended to encourage and enable the employees of the Company to raise

serious concerns within the organization rather than overlooking a problem or handling

it externally. The Company is committed to the highest possible standard of openness,

probity and accountability. It contains safeguards to protect any person who uses the

Vigil Mechanism (whistle blower) by raising any concern in good faith. The Company

does not tolerate any form of victimization and takes appropriate steps to protect a

whistleblower that raises a concern in good faith and treats any retaliation as a serious

disciplinary offence that merits disciplinary action. The Company protects the identity of

the whistle blower if the whistle blower so desires, however the whistle blower needs to

attend any disciplinary hearing or proceedings as may be required for investigation of

the complaint. The mechanism provides for a detailed complaint and investigation

process. If circumstances so require, the employee can make a complaint directly to the

Chairman of the Audit Committee. The Company also provides a platform to its



(CIN: L36911MH1989PLC053685)

employees for having direct access to the Chairman and Managing Director of the

Company for raising any concerns

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE

WORKPLACE (PREVENTATION, PROHIBITOON AND REDRESSAL ) ACT, 2013

The Company has in place a policy for Prevention of Sexual Harassment in line with the

requirements of The Sexual Harassment of Women at the Workplace (Preservation,

Prohibition & Redressal) Act, 2013. Complaints Committee has been set up to redress

complaints received regarding sexual harassment. All employees are covered under this

policy. This Policy has been uploaded on the website of the Company. The Company has

not received any complaint of sexual harassment during the Financial Year 2015-2016.

24. PARTICULARS REQUIRED UNDER THE LISTING AGREEMENT

LISTING

The Equity Shares of the Company are at present listed with the following Stock

Exchanges:-

25. PAYMENT OF LISTING FEES

The Company has paid listing fee to the Mumbai Stock Exchange and has not paid

listing fee to the Jaipur and Ahmedabad Stock Exchanges.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign

exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies

Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2015 is furnished in

as

Sr. No. Conservation

of Energy

Technology Absorption Foreign Exchange Earnings And Outgo

Remark

1 NIL NIL NIL NIL N.A

The Ahmedabad Stock Exchange : Manek Chowk, Ahmedabad – 380 001

Jaipur Stock Exchange Ltd : Malviya Nagar, Jaipur – 302 017

The Bombay Stock Exchange : Phiroze Jeejeebhoy Towers, Dalal St., Mumbai



(CIN: L36911MH1989PLC053685)

27. PERFORMANCE EVALUATION OF BOARD

The board of directors has carried out an annual evaluation of its own performance,

board committees and individual directors pursuant to the provisions of the Act and the

corporate governance requirements as prescribed by Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI

Listing Regulations”).

The performance of the board was evaluated by the board after seeking inputs from all

the directors on the basis of the criteria such as the board composition and structure,

effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs

from the committee members on the basis of the criteria such as the composition of

committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance

of the individual directors on the basis of the criteria such as the contribution of the

individual director to the board and committee meetings like preparedness on the issues

to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In addition, the chairman was also evaluated on the key aspects of his role.

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, taking into account the views of executive directors and non-executive

directors. The same was discussed in the board meeting that followed the meeting of the

independent directors, at which the performance of the board, its committees and

individual directors was also discussed. Performance evaluation of independent

directors was done by the entire board, excluding the independent director being

evaluated.

28. INDIAN ACCOUNTING STANDARD (Ind AS)

The Indian Accounting Standards (Ind AS) were notified by the Ministry of Corporate

Affairs on February 16, 2015. These standards will become applicable to the Company,

its subsidiaries and associates, with effect from April 1, 2016 with comparatives for the

previous year ending March 31, 2016. Your Company has taken adequate steps, in this

regard to ensure a smooth transition to Ind AS



(CIN: L36911MH1989PLC053685)

29. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and acknowledgement with

gratitude’s for the support and assistance to the Company’s Bankers, Shareholders and

Customers Your Directors place on record their deep sense of appreciation for the

devoted services of the executives and staff at all levels of the Company, to the growth &

success of the Company.


For ALKA DIAMOND INDUSTRIES LIMITED PLACE: - MUMBAI.

DATE : - 02.09.2016

Sd/- GOPAL M. VERMA

MANAGING DIRECTOR

DIN: 01687709



(CIN: L36911MH1989PLC053685)

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE AND DEVELOPMENTS:

• Highlights of Union Budget 2016 – 17:

Finance Minister presented Union Budget for 2016 – 17 in the Parliament on 29th

February, 2016 incorporating the following changes in respect of Gem and Jewellery

Industry:

i. Basic Excise Duty of 1% (without Input Credit) or 12.5% (With Input Credit) is being

levied on articles of jewellery. The levy is however exempted for jewelers falling below

the turnover threshold (having a turnover of less than ₹. 6 crore (₹. 60 Million) in a

year).

ii. PAN is compulsory on purchase of any jewellery above ₹. 200,000.

Tax Collected at Source (TCS) at 1% on sale of jewellery, if the payment is made in

cash exceeding ₹. 200,000

Competitive Advantage

The factors leading to the Indian gems and jewellery industry’s growth are many. A near

dominance in diamonds and colored stones, manufacturing excellence, forward looking

entrepreneurs, liberalized government policies and an extensive international marketing

network has helped India establish itself as one of the leading jewellery centers in the world.

Moreover, its high consumption of gold, steady inflow of silver and growing interest in

platinum enable India to develop the entire range of jewellery, in plain metal and studded,

that caters to the desires of every market.

Outlook

The future of the industry is quite promising. More and more buyers across the world are

turning to India as their preferred source for quality jewellery.

The Gems & Jewellery export Promotion Council (GJEPC) is looking at exploring new

markets, such as Latin American countries. The industry also plans to make India a trading

center for cut and polished diamonds, and is closely working with the Government of India

in this regard. The long term prospects looks good with Jewellery exports alone expected to

touch USD 16 billion in 2016 according to industry estimates.



(CIN: L36911MH1989PLC053685)

OPPORTUNITIES, RISK & CONCERNS AND THREATS

Opportunities

India The Indian middle class is expected to rise from 16 per cent of population to 46 per cent of

population by 2023. As in the case of China, this emerging and burgeoning middle class in

India will be dominated by the young and upwardly mobile population, with a substantial

amount of disposable income to spend. Ensured of financial security, a major portion of

their disposable income is likely to be spent on purchase of conspicuous products,

including jewellery. Luxury retailing including diamond jewellery is gaining importance in

India. Indian consumer is ready to splurge on luxury items and is increasingly doing so. A

globally connected youth market in metropolitan cities is revolutionizing jewellery

consumption in India with demand for fashion jewellery on the rise. Indian diamond

industry players are taking diamonds to the mainstream, allowing people of most economic

levels to purchase diamond jewellery.

Furthermore, the introduction of certified diamonds has increased trust and made diamond

valuations more transparent. Jewellery manufacturers are innovating and producing

fashionable and still affordable diamond jewellery targeted at the middle class where

demand for such products is strong and growing by leaps and bounds. Transition from

traditional retail to organised retail is taking place with sale of branded jewellery on

upswing. The convenience of shopping with multiplicity of choice under one roof, innovative

and trendy designs, affordable price points are some of the factors appreciated by the new

generation. This change in pattern, marked by a shift away from gold, is likely to continue,

driving the diamond jewellery

Risk & Concerns and Threats:

The Company has comprehensive risk management system where the senior management

team sets the overall tone and risk culture of the organisation through defined and

communicated corporate values and a risk management model which promotes out-of-the

box thinking for converting potential risk to potential business opportunities. The Company

regularly scans the macro economy and industry for risks which it believes would affect its

performance and prospects. The Company ensures that all such foreseeable risks are

analysed in detail and appropriate measures are taken to mitigate these or limit their effect

to minimal. Some of the foreseeable risks as envisaged and their management as envisaged

by the Company are:

Synthetic Diamonds

There has been an influx of Synthetic Diamonds in all the major markets. In the recent past

few cases of undisclosed mixing of synthetic diamonds with natural diamonds have been

reported. With improvement in technologies year over year, it is getting increasingly difficult

to differentiate between the natural and artificial diamonds. The situation is evolving into a



(CIN: L36911MH1989PLC053685)

major challenge as Consumer confidence has taken a serious blow. Various initiatives are

being undertaken by major diamond producers, trade bodies and retailers to increase the

awareness about synthetic diamonds and its proper disclosure to boost the consumer

confidence. The Gems and Jewellery Export Promotion Council has set up a Natural

Diamond Monitoring Committee (NDMC) consisting of representatives from various trade

bodies to address this issue. Proper disclosure of synthetic diamonds has been encouraged

at all the levels in the value chain. Use of technically advanced equipment for the detection

of undisclosed synthetic diamonds has also been increased.

Exchange Rate Risks

The industry is exposed to inherent risk of exchange rate fluctuations. The year 15-16

witnessed continuous weakening of rupee amidst some wild fluctuations. Rupee has

depreciated over 11 per cent during last year. After breaching level of 68 per US$, rupee

stabilized around level of 65 toward the year end. The import centric nature of the trade,

acts as a natural hedge for the company. The Company has a sound foreign exchange

policy and experienced personnel constantly monitor the exchange rate movements. This

ensures that the exchange rate fluctuations have no adverse impact on the margins of the

Company.

Internal control

Your Company has put in place adequate internal financial controls with reference to the

financial statements, some of which are outlined below.

Your Company has adopted accounting policies which are in line with the Accounting

Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue

to apply under Section 133 and other applicable provisions, if any, of the Companies Act,

2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of

the Companies Act, 1956, to the extent applicable. These are in accordance with generally

accepted accounting principles in India.

Your Company operates in an ERP system, and has many of its accounting records stored

in an electronic form and backed up periodically. The ERP system is configured to ensure

that all transactions are integrated seamlessly with the underlying books of account. Your

Company has automated processes to ensure accurate and timely Updation of various

master data in the underlying ERP system.

Your Company has a robust financial closure self–certification mechanism wherein the line

managers certify adherence to various accounting policies, accounting hygiene and

accuracy of provisions and other estimates.



(CIN: L36911MH1989PLC053685)

Your Company in preparing its financial statements makes judgments and estimates based

on sound policies and uses external agencies to verify/ validate them as and when

appropriate.

The Management periodically reviews the financial performance of your Company against

the approved plans across various parameters and takes necessary action, wherever

necessary.

Material development in Human Resources / Industrial Relations front, including

number of people employed:

The Company prides in its people-centric principle in guiding its relationship with its

employees. Employees are a key facet to the Company and the Company acknowledges that

their contribution has played a key role in its growth and success. The Company ensures

that safe working conditions are provided both in the manufacturing plants as well as

offices of the Company. The Company regularly conducts medical checkups of all the

workers at the factory regularly and updates their skills with training and development

programmes, which take place at all levels. The Company pursues a culture of rewarding of

excellence and commitment and encouraging bonding and team work. The Company

believes in creating positive, proactive and professional work environments where talents

are nurtured and careers are advanced.

Cautionary Statement:

Statement in this Management Discussion and Analysis Report describing the Company’s

objectives, projections, estimates and expectations may be forward looking statements

within the meaning of applicable laws and regulations. Actual results might differ materially

from those either expressed or implied.

The Company is not under obligation to publicity amend, modify or revise any forward

looking statements on the basis of any subsequent developments, information or events.



DATE : - 02.09.2016

Sd/-

GOPALM. VERMA

MANAGING DIRECTOR

DIN: 01687709



(CIN: L36911MH1989PLC053685)

REPORT ON CORPORATE GOVERNANCE

COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

Your Company believes that good corporate governance is essential to achieve long-term

corporate goals and to enhance stakeholder value. There is no one universal model of a

corporate governance code. Different environments require specific solutions to meet the

demands of legal compliances and regulations. However there is a single thread, which

weaves through the tapestry of governance that calls for the affairs of a Company to be

controlled and regulated in a manner that is transparent, ethical and accountable. In

pursuit of this objective, your Company is committed to achieving transparency in all its

dealings, providing high quality products and services to its customers and stakeholders.

This places a significant emphasis on integrity, proper internal controls and regulatory

compliances, which cannot be compromised. The basic philosophy of Corporate Governance

in your Company has been to achieve business excellence, to enhance shareholder value,

keeping in view the needs and the interest of all its stakeholders and customers.

CORPORATE GOVERNANCE GUIDELINES

The board has developed Corporate Governance Guidelines to help fulfill, our corporate

responsibility towards our stakeholders. These guidelines ensure that the Board will have

the necessary authority and processes in place to review and evaluate our operation when

required. Further, these guidelines allow the Board to make decisions that are independent

of the management. The Board may change these guidelines from time to time to effectively

achieve our stated objects.

BOARD OF DIRECTORS

A. The constitution of the Board

The Board of Directors (“the Board”) of your Company is responsible for and is

committed to sound principles of the corporate governance in the Company. The Board

plays a crucial role in overseeing how the management serves the interest of the

Shareholders and other Stakeholders. This belief is reflected in our governance

practice, under which we strive to maintain an effective, informed and independent

Board to ensure best practice.



(CIN: L36911MH1989PLC053685)

As on 31st March 2016, the Board of Alka Diamond Industries limited. Consists of 5

Directors, four of whom are Independent and non-executive. Shri Gopal Manekchand

Verma represent the Promoter group. Shri Gopal Manekchand Verma is the Chairman

and Managing Director of the Company.

According to Clause 49 of the Listing Agreement if the Chairman is an executive, at

least half of the board should consist of non-executive, independent directors, this

provision is now met at Alka Diamond Industries Limited. All non-executive directors

are persons of eminence, and bring a wide range of expertise and experience to the

Board.

As per statutory requirements, at least two third of the Board should consist of retiring

directors Of these, one third are liable to retire by rotation every year and if eligible,

offers themselves for reappointment subject to consent of members in meeting. Three

directors in Alka Diamond Industries Limited will be retiring directors.

B. Attendance record of directors

The Company’s Governance Policy, which is in pursuance with the Listing Agreement,

is strictly followed by the Board. The Board meets at regular intervals to discuss and

decide on Company’s business policy along with the other Board business. However, in

case of a special and urgent business need, the Board approval is taken by passing

resolution by circulation, as permitted by law, which is then confirmed in the ensuing

Board Meeting.

The composition of the Board and the attendance record of all the directors at the five

Board meetings held during 2015-2016:

Sr.

No.

Name of Director Designation Board Meetings

Attended

1 Gopal M. Verma Managing Director 5

2 Pankaj Kumar Jain Director 4

3 Sanat Upadhyay Director 5

4 Nilesh F.Parmar Director 5

5 Kiran Lata Ashok Verma Director 3



(CIN: L36911MH1989PLC053685)

The Chairman briefs the Board at every meeting on the overall performance of the

Company, followed by presentations by the Executive. The non-executive directors are also

given opportunities to express their respective opinions. A detailed report is also placed at

every Board Meeting. The Board also reviews:

• Compliance with statutory / regulatory requirements and review of major legal

issues.

• Adoption of quarterly / half yearly / annual results.

C. Outside Directorships and Membership of Board Committees.

The Number of outside directorships and committee positions held by the directors of

Alka Diamond Industries ltd. can be summarized as follows:

Sr.

No. Name of Director

Listed

Companies

Directorship in

Unlisted Public

Limited Companies

Membership

of Board

Committees

1 Gopal M. Verma NIL NIL NIL

2 Pankaj Kumar Jain NIL NIL NIL

3 Sanat Upadhyay NIL NIL NIL

4 Nilesh F. Parmar NIL NIL NIL

5 Kiran Lata Ashok Verma NIL NIL NIL

D. Number of Board meetings held.

The Board of Director met 5 (Five) times on the following dates: 7th May.,2015, 22nd

July.,2015, 24th Aug.,2015, 30th Oct.,2015 and 29th Jan.,2016

AUDIT COMMITTEE

i. Constitution and Composition of the Audit Committee

With a view to ensure compliance with the various requirements under the

Companies Act, 2013 and Clause 49 of the Listing Agreement, Alka Diamond

Industries Ltd. has set up its Audit Committee. The Company has been taking

measures from time to time to improve the effectiveness of the Committee.

The Audit Committee consists of three Directors:

1. Shri Pankaj Kumar Jain

2. Shri Sanat Upadhyay

3. Shri Nilesh F. Parmar



(CIN: L36911MH1989PLC053685)

Shri Pankaj Kumar Jain is Chairman of the Committee and all the other

members of the audit committee are Independent Directors

ii. Meetings and Attendance.

During 2015-16, the audit committee met 5 (five) times on the 7th May.,2015,

22nd July.,2015, 24th Aug.,2015, 30th Oct.,2015 and 29th Jan.,2016,The

meetings were scheduled well in advance and were attended by the members of

the Committee.

REMUNERATION COMMITTEE

i. Constitution and Composition of the Remuneration Committee.

Alka Diamond Industries Limited has set up its Remuneration Committee to review

the remuneration package of the executive directors and for recommending suitable

revisions to the Board. It should be noted that the remuneration of the Managing

Director and Executive Director is subject to the approval of the Board of Director

and members as well as such other approvals as may be required. Besides,

approval of the Central Government may also be necessary in certain

circumstances. The Company has been taking measures from time to time to

improve the effectiveness of the committee. The remuneration committee consists of

four Directors:

1. Shri Gopal M. Verma




Shri Gopal M. Verma is the Chairman of the Committee and all the other members

of the remuneration committee are non-executive directors and Independent

Director.

ii. Meetings and Attendance and Topics Discussed.

No meeting of remuneration committee was held as there were no significant

changes in the existing structure/policy, which was required to be discussed.



(CIN: L36911MH1989PLC053685)

iii. Remuneration has been paid to Shri Nilesh F. Parmar amounting to

₹.1,80,000/-

SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE & SHARE TRANSFER

COMMITTEE

i. Constitution and Composition of the Shareholders/Investors Grievance

Committee

The Shareholders/Investors Grievance Committee was set up with the objective of

speedy redressal of investor’s queries and complaints. The committee specifically

looks into the investor’s complaints on matters relating to transfer of shares, non-

receipt of annual report, non-receipt of dividend, etc. In addition, the committee also

looks into matters, which can facilitate better investors services and relations. The

Company has been taking measures from time to time to improve the effectiveness

of the committee.

The Shareholders/Investors Grievance Committee consists of four directors:

2. Shri Gopal M. Verma




Shri Gopal M. Verma is the Chairman of the Committee, and all the other members

of the committee are non-executive directors and Independent Director

ii. Investors Complaints received and resolved during the Year

During 2015-16 Trading in the Shares of the Company is in Demate and physical

both form. During the year there were no complaints received.

iii. Name, designation and address of the Compliance Officer:

Nilesh Parmar - Compliance Officer

626, Panchratna, M P Road, Opera House, Mumbai – 400004.



(CIN: L36911MH1989PLC053685)

GENERAL BODY MEETINGS

The Company has not passed any resolution through postal ballot during the last

year.

DISCLOSURES

Related Party Transactions:

There were no related party transactions, pecuniary transactions made by the

Company with its promoters, directors, management and their relatives, etc. that

may have potential conflicts with the interest of the Company at large.

Risk Management:

The Company has laid down procedures to inform Board members about the risk /

assessment and minimization procedures. The Board shall periodically review the

same.

CEO/CFO Certification:

The Chairman & Managing Director and the Chief Financial Officer have certified, in

terms of SEBI Regulations to the Board that the financial statements present a true

and fair view of the Company’s affairs and are in compliance with existing

accounting standards

Review of Directors’ Responsibility Statement:

The Board in its report have confirmed that the annual accounts for the year ended

March 31, 2016 have been prepared as per applicable accounting standards and

policies and that sufficient care has been taken for maintaining adequate accounting

records.

Penalties and Structures:

No penalty or structure was imposed on the Company by any Stock Exchange, SEBI

or other authority for non-compliance of any matter related the Capital Market.

CODE OF CONDUCT

The Board of Directors of the Company has adopted the Code of Conduct for

Directors and Senior Management Personnel. The Code is applicable to Executive

and Non-Executive Directors as well as Senior Management Personnel. As per the

SEBI Regulations, the duties of Independent Directors have been suitably

incorporated in the said Code as laid down in the Act. A copy of the code is available

on Company’s website www.alkadiamond.com



(CIN: L36911MH1989PLC053685)

MEANS OF COMMUNICATION

a) News, Releases etc: The Company has its own website www.alkadiamond.com and

all vital information relating to the company and its performance including Financial

Result, performance updates and corporate presentations etc. are regularly posted

on the website.

b) Investors Relation: The Company’s website contains a separate dedicated section

“Investor Relation” where share holders information is available.

GENERAL SHAREHOLDERS INFORMATION

A. Annual General Meeting

26th Annual Genaral Meeting : 30. 09. 2015 at 10.30 A. M

25th Annual General Meeting : 30.09.2014 at 10.30 A.M

24th Annual General Meeting : 30.09.2013 at 10.30 A.M

Place : 626, Panchratna, M P Road, Opera House,

Mumbai – 400004. Maharashtra

B. Dividend

No dividend is declared.

C. Dates of Book Closure

Information about the Book Closure dates has been provided in the Notice covering

the AGM, which forms a part of the Annual Report.

Audit Qualifications

Strategic decisions were taken during the year resulting in unqualified financial

statements of the Company.

Training of Board Members

The Company has not yet adopted any training programme for the members of the

Board

Whistle Blower Policy

Pursuant to Clause 49 of the Listing Agreement and upon recommendation by the

Audit Committee, the Board of Directors, approved and adopted the Whistle Blower

Policy. This Policy can be viewed on the Company’s website viz. www.alkadiamond in

the “Corporate Governance” Section.



(CIN: L36911MH1989PLC053685)

D. Share Transfer System and the Scheme of transfer-cum-demat.

Applications for transfer of shares held in physical form are received at the office of

the Company. The Share Transfer Committee attends the share transfer formalities

very frequently depending on the number of transfers and Company has appointed

Registrar and Share Transfer Agent to Sharex Dynamic (India), Unit – 1, Luthra

Industrial Premises, 1st Floor, 44-E, M. Vasanti Marg, Andheri – Kurla Road, Safed

Pool, Andheri - East, Mumbai – 400072 for Share Transfer procedures.

E. Stock Code

Bombay Stock Exchange Ltd - 531581

ISIN for Dematerialisation - INE963D01015

1. Listing of Securities

The Jaipur Stock Exchange and Ahmedabad Stock Exchange had suspended the

trading of equity shares of the Company due to non-compliance with certain

formalities.

The listing fees for the financial year 2015-2016 have been paid to The Bombay

Stock Exchange Limited. As far as the other stock exchange is concerned,

Company has not paid the listing fees to these exchanges.

2. Market Price & Data

Following table gives the monthly market high and lows of your Company on the

Bombay Stock Exchange Limited, Mumbai.

Stock price data at BSE

Sr.

No.

Stock Price Data of BSE

(Month wise)

High

(₹)

Low

(₹)

1 April 2015 18.05 18.05

2 May 2015 N. T N. T

3 June 2015 N. T N. T

4 July 2015 N. T N. T

5 August 2015 N. T N. T

6 September 2015 18.85 18.85

7 October 2015 19.80 17.90

8 November 2015 17.05 17.00

9 December 2015 N. T N. T

10 January 2016 N. T N. T

11 February 2016 N. T N. T

12 March 2016 N. T N. T

N. T stands for Not Traded



(CIN: L36911MH1989PLC053685)

F. Address for Correspondence

Investors and shareholders can correspond with the registered office as well as

corporate Address of the company at the following addresses:

Registered Office:

626, Panchratna, M P Road, Opera House, Mumbai-400004.

G. Committees of the Board

1. Audit Committee

2. Shareholders/Investors Grievance Committee

3. Share Transfer Committee

4. Remuneration Committee

H. Management Discussion and Analysis Report (MDA)

The Management Discussion and Analysis Report (MDA) have been attached to the

Directors’ Report and forms part for this Annual Report.

I. Warning against Insider Trading

Comprehensive guidelines advising and cautioning the management staff and other

relevant business associates on the procedure to be followed while dealing with the

securities of your Companies are in place. In light of the SEBI [Insider Trading]

Amendment Regulations, 2002, a fresh set of guidelines is being issued by the

company on the subject. The code of conduct and corporate disclosure practices

framed by the company will help in ensuring compliance of the amended

regulations.

J. Auditor’s Certificate on Corporate Governance

The Company has obtained the certificate from the auditors of the Company

regarding compliance with the provisions relating to corporate governance laid down

in clause 49 of the Listing Agreement with the Stock Exchange, which also attached

herewith. This report is annexed to the Directors’ Report for the year 2014-15. This

certificate will be sent to the stock exchanges, along with the annual return to be

filed by the company.



DATE : - 02.09.2016

Sd/-

GOPAL M. VERMA

MANAGING DIRECTOR

DIN: 01687709



(CIN: L36911MH1989PLC053685)

Annexure A

Secretarial Audit Report

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2016 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2015]

To,

The Members,

ALKA DIAMOND INDUSTRIES LIMITED

626, Panchratna, M P Road, Opera House, Mumbai-400004

I have conducted the Secretarial Audit of the compliance of applicable statutory

provisions and the adherence to good corporate practices by ALKA DIAMOND

INDUSTRIES LIMITED (CIN:L36911MH1989PLC053685 ) (hereinafter called the

Company). Secretarial Audit was conducted in a manner that provided me a

reasonable basis for evaluating the corporate conducts/statutory compliances and

expressing my opinion thereon. Based on my verification of the Company’s books,

papers, minute books, forms and returns filed and other records maintained by the

Company and also the information provided by the Company, its officers, agents and

authorized representatives during the conduct of secretarial audit, I hereby report

that in my opinion, during the audit period covering the financial year ended on

31st March, 2016 (‘Audit Period’), the Company has, complied with the statutory

provisions listed hereunder and also that the Company has proper Board- processes

and compliance-mechanism in place to the extent, in the manner and subject to the

reporting made hereinafter.

Based on my verification of the Company’s books, papers, minute books, forms and

returns filed and other records maintained by the Company and also the

information provided by the Company, its officers, agents and authorized

representatives during the conduct of secretarial audit, I hereby report that in my

opinion, during the audit period covering the financial year ended on 31st March,

2016 (‘Audit Period’), the Company has, complied with the statutory provisions listed

hereunder and also that the Company has proper Board- processes and compliance-

mechanism in place to the extent, in the manner and subject to the reporting made

hereinafter.



(CIN: L36911MH1989PLC053685)

We have examined the books, papers, minute books, forms and returns filed and

other records maintained by the company for the financial year ended on 31st

March, 2016 according to the provisions of undernoted Acts, regulations and

guidelines as applicable to the Company:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder.

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made

thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed

thereunder to the extent of Regulation 55A

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made

thereunder to the extent of Foreign Direct Investment, Overseas Direct

Investment and External Commercial Borrowings.

(v) The following Regulations and guidelines prescribed under Securities and

Exchange Board of India Act, 1992( ‘SEBI Act’)

(a) The Securities and Exchange Board of India(Issue of Capital and

Disclosure Requirements) Regulations,2009 (Not Applicable, since the

Company did not issue any securities during the financial year under

review);

(b) The Securities and Exchange Board of India (Employee Stock Option

Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ( Not

Applicable, since the Company has not granted any option to its

employees during the financial year under review)

(c) The Securities and Exchange Board of India (Share based employee Benefit)

Regulation 2014 ( Not applicable)

(d) The Securities and Exchange Board of India (Issue and Listing of Debt

Securities) Regulations. 2008 (Not Applicable, since the Company has not

issued any debt securities, during the financial year under review)

(e) The Securities and Exchange Board of India (Delisting of Equity Shares)

Regulations, 2009( Not applicable, as the Company has not delisted its

equity shares from any stock exchange during the financial year under

review)

(f) The Securities and Exchange Board of India (Buyback of Securities)

Regulations, 1998( Not Applicable, as the Company has not bought any

of its securities during the financial year under review)



(CIN: L36911MH1989PLC053685)

We have also examined compliance with the applicable clauses of the

following:

(i) Secretarial Standards with respect to meeting of Board of Directors

(SS1) and General Meetings (SS-2) issued by The Institute of Company

Secretaries of India under the provisions of the Companies Act,2013

and made effective from 1st July,2015..

(ii) The Listing Agreements entered into by the Company with Bombay

Stock Exchange and the uniform listing agreement entered with the

said stock exchanges pursuant to the provisions of the SEBI( Listing

Obligations and Disclosure Requirements) Regulations,2015(applicable

with effect from 1st December,2015. The Company has complied with

the rules made thereunder.

During the period under review, the Company has complied with the provisions of

the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above except as

below:

1. The company has not filed certain forms with the Registrar of Companies.

2) The Company has not complied with the section 203 and Clause 47 of the listing

agreement.

3) The Company has its websites but the disclosures are not as per the Companies Act,

2013 and Listing agreement.

4) The Ahmedabad Stock Exchange has suspended the company to trade the equity

shares on the exchange due to non-compliances with certain formalities w.e.f.13-05-

2002 and also the company has not paid listing fees to Ahmedabad and Jaipur Stock

Exchange. 5) In Directors Report for the year ended 31st March, 2015 Directors have

not commented on Secretarial Auditors qualification.

6) The Company has not provided for e-voting facility and related compliances.

7) The company has not complied with certain provisions of the listing agreement and

SEBI Rules and regulations.

We further report that,

The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors, Non-Executive Directors and Independent Directors. The

changes in the composition of the Board of Directors that took place during the

period under review were carried out in compliance with the provisions of the Act

Adequate notice is given to all directors to schedule the Board Meetings, agenda and

detailed notes on agenda were sent at least seven days in advance and a system

exist for seeking and obtaining further information and clarifications on agenda

items before the meeting and for meaningful participation at the meeting.



(CIN: L36911MH1989PLC053685)

Decisions at the Board Meetings were taken unanimously.

We further report that there are adequate systems and processes in the company

commensurate with the size and operations of the company to monitor and ensure

compliance with applicable laws, rules, regulations and guidelines.

We further report that the compliance by the Company of applicable financial laws

including but not limited to direct and indirect tax laws has not been reviewed in

this audit since the same have been subject to review by statutory financial auditor

and other designated professional.

Place: Mumbai

Date: 02/09/2016 Sd/-

Manisha Agarwal

Practicing Company Secretary

ACS No.-29621 C.P. No. - 12324

This report is to be read with our letter of even date which is annexed as Annexure A

and forms an integral part of this report.



(CIN: L36911MH1989PLC053685)

ANNEXURE A

To, The Members,

Alka Diamond Industries Limited

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the

company. Our responsibility is to express an opinion on these secretarial records

based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain

reasonable assurance about the correctness of the contents of the Secretarial

records. The verification was done on test basis to ensure that correct facts are

reflected in secretarial records. We believe that the processes and practices, we

followed provide a reasonable basis for our opinion.

3. We have relied on the audited financial statements for the year ended on

31.03.2016 for the correctness and appropriateness of financial records and

Books of Accounts of the company.

4. Wherever required, we have obtained the Management representation about the

compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules,

regulations, standards is the responsibility of management. Our examination was

limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of

the company nor of the efficacy or effectiveness with which the management has

conducted the affairs of the company.

Place: Mumbai

Date: 02/09/2016 Sd/-

Manisha Agarwal

Practicing Company Secretary

ACS No.-29621 C.P. No. - 12324



(CIN: L36911MH1989PLC053685)

ANNEXURE - B FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN As on the FY 2014-15

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

1. REGISTRATION AND OTHER DETAILS :

2. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY.

The business activity of your company is trade in Gems, Apparels and Accessories and also in

shares and future and Options (F&O)

3. PARTICULARS OF HOLDING, SUBSIDAIRY AND ASSOCIATE COMPANIES:

Sr. No.

Name and Address of the Company

CIN/GLN Holding/Sub

sidiary/

Associates/

% of shares

held

Applicable Section

1 Javda India Impex Ltd U67120MH1995PLC088743 Holding 54.821% 2(46)

i. CIN L36911MH1989PLC053685

ii. Registration Date 28.09.1989

iii. Name of the Company Alka Diamond Industries Limited

iv. Category/Sub-category of the Company

Company Limited by Shares / Indian Non- Government Company

v. Address of the Registered office, Tel. No.

626, Panchratna, M P Road, Opera House, Mumbai – 400 004

vi. Whether listed company Yes (listed on BSE, JSE AND ASE)

vii. Name, Address and Contact details of Registrar and Transfer Agent

M/s. Sharex Dynamic (India) Private Limited. Luthra Ind Premises, Unit-1, Safed Pool, Andheri Kurla Road, Andheri (East), Mumbai-400 072, Phone: 022 2851 5644



(CIN: L36911MH1989PLC053685)

4. SHREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Shareholding

Category of Shareholders

No. of shares held at the beginning of the year No. of shares held at the end of the year

Demate Physical Total %of total Demate Physical Total

%of total

Changes During

Shares Shares the Year

A. Promoters i. Indian

a) Individual/Huf

0 831000 831000 17.096 0 831000 831000 17.096 0 b)Central/State Gov

c)Bodies Corporates

2664800 0 2664800 54.821 2664800 0 2664800 54.821 0 d)Fins / Banks e)Any Other specify

Sub Total(A)(1) 2664800 831000 3495800 71.917 2664800 831000 3495800 71.917 0

ii. Foreign a) Indv NRI/For Ind

b) Bodies Corporate

c) Institutions d) Qualified For.Inv.

e) Any Other Specify

Sub Total(A)(2)

0 0 0 0 0 0 0 0 0 Total Promoter (A1+A2) 2664800 831000 3495800 71.917 2664800 831000 3495800 71.917 0

B. Public Shareholding i. Institutions a) Mutual Funds b) Fins / Banks 300 300 0.006 300 300 0.006 c) Central/State Govt d) Venture Cap Fund e) Insurance Comp(s) f) Foreign Ins Invest

g) Foreign Ven Cap In h) Qualified For.Inv.

i) Any Other -Specify

Sub-Total (B)(1)

300 0 300 0.006 300 0 300 0.006 0



(CIN: L36911MH1989PLC053685)

ii. Non Institutions a)Bodies Corporates 52458 66200 118658 2.441 51916 66200 118116 2.43 0 b)Individuals

i) upto ₹ 1-Lac 125542 628020 753562 15.503 132684 621420 754104 15.514 0

ii) above ₹1-Lac 192700 295480 488180 10.043 192700 295480 488180 10.043 0 c)Qualified For.Inv. d)Any Other -Clr-Mem e)OCB f)NRI 0 4400 4400 0.091 0 4400 4400 0.091 0 Sub-Total (B)(2) 370700 994100 1364800 28.078 377300 987500 1364800 28.077 0 TOTAL Public Shareholders (A)+(B) 3035800 1825100 4860900 100 3042400 1818500 4860900 100 0 C. Shae held by Custodian for GDRS and ADRS

Grand total(A+B+C) 3035800 1825100 4860900 100 3042400 1818500 4860900 100 0

ii.SHAREHOLDING OF PROMOTERS

Sr. No.

Share holders Name

shareholding at the beginning of the year shareholding at the end of the year

No. of Shares

% of Total shares of the Co.

% of Shares pledged/ encumbered of total shares

No. of Shares

% of Total shares of the Company

% of Shares pledged/ encumbered of total shares

Changes During the Year

1 ALKA R VERMA

15000 0.309 0 15000 0.309 0`

2 GYANA R VERMA

214800 4.419 0 214800 4.419 0

3 J P VERMA 2000 0.041 0 2000 0.041 0

4 JAGDISH M VERMA

219000 4.505 0 219000 4.505 0

5 JAVDA INDIA

IMPEX LTD

2664800 54.821 0 2664800 54.821 0

6 K.S.VERMA 10000 0.206 0 10000 0.206 0

7 KALPANA R VERMA

31500 0.648 0 31500 0.648 0

8 KAMALA R VERMA

1600 0.033 0 1600 0.033 0

9 KAMALA R VERMA

45000 0.926 0 45000 0.926 0



(CIN: L36911MH1989PLC053685)

10 NEELKAMAL J VERMA

9800 0.202 0 9800 0.202 0

11 RAJENDRA M VERMA

4500 0.093 0 4500 0.093 0

12 RAJKUMAR J VERMA

2000 0.041 0 2000 0.041 0

13 SAMPAT J VERMA

1500 0.031 0 1500 0.031 0

14 SAMPAT J VERMA

45000 0.926 0 45000 0.926 0

15 SAVITA P VERMA

1300 0.027 0 1300 0.027 0

16 SHALINI J VERMA

55000 1.131 0 55000 1.131 0

17 SHOBHA G VERMA

31300 0.644 0 31300 0.644 0

18 SUBHASH B SONI

14500 0.298 0 14500 0.298 0

19 SURENDRA VERMA

52500 1.080 0 52500 1.080 0

20 VASUDEV B VERMA

54600 1.123 0 54600 1.123 0

21 VITHAL D PARTE

20100 0.414 0 20100 0.414 0

TOTAL 3495800 71.917 0 3495800 71.917 0

iii.CHANGE IN PROMOTERS SHAREHOLDING: NIL

Sr. No. Particulars

Shareholding during the year Cumulative Shareholding during the year

No.

Shares % of total shares No. Shares % of total shares

of the

Company of the Company

NIL

iv. SHARE HOLDING PATTERN OF TOP TEN HOLDERS

(Other than Directors, Promoters and holders of GDRS & ADRS)

Sr. No. Particulars Shareholding at the

beginning of the year

Changes in Shareholding Shareholding at the

end of the year

No. Shares

% of total share Capital

Increase Decrease No. Shares

% of total share Capital

1 ANAND B SEN 50100 1.031 -

- 50100 1.031

2

SHANTA JADAVJI CHHEDA 75000 1.543

-

- 75000 1.543



(CIN: L36911MH1989PLC053685)

v. SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Sr. No. Particulars Shareholding at the

beginning of the year

Changes in Shareholding

Shareholding at the end of the

year

No.

Shares % of total share Increase Decrease

No. Shares

% of total share

Capital Capital

SANAT UPADHYAY 52700 1.084 NIL NIL 52700 1.084

5. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for

payment

PARTICULARS

SECURED LOANS

EXCLUDING DEPOSITS

UNSECURED

LOANS

DEPOSITS

TOTAL

INDEBTEDNESS

--------------------------- NIL ----------------------------

6. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Remuneration to Managing Director, Whole time Directors and/or Manager

Sl. No.

Particulars Of Remuneration

Name Of MD

Total Amount

1 Gross salary (a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under Section 17(3) Income- tax Act, 1961

-

-

2 Stock Option - -

3 Stock Option - -

4 Commission - as % of profit - others, specify...

-

-

5 Others, please specify – - -

6 Total (A) - -

Ceiling as per the Act - -



(CIN: L36911MH1989PLC053685)

b. Remuneration to other Directors

Sr. No.

Particulars of Remuneration Name of Directors Total Amount

1 1. Independent Directors Shri Nilesh Parmar

1,80,000/-

2 • Fee for attending board / committee meetings

- - - - -

3 • Commission - - - - -

4 • Others, please specify - -

5 Total (1) - - - - -

6 2. Other Non-Executive Directors

- - - - -

7 • Fee for attending board / committee meetings

- - - - -

8 • Commission - - - - -

9 • Others, please specify - - - - -

Total (2) - - - - -

Total (B)=(1+2) - - - - -

c. Remuneration to key managerial personnel other than MD/MANAGER/WTD

Sl. No.

Particulars of Remuneration

Key Managerial Personnel

1 Gross salary -

2 (a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961

-

3 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961

-

4 (c) Profits in lieu of salary under section 17(3) Income tax Act, 1961

-

5 Stock Option (nos) -

6 Sweat Equity -

7 Commission - as % of profit - others, specify…

-

8 Others -

Total -



(CIN: L36911MH1989PLC053685)

7. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

Type Sections of the Companies Act

Brief Description

Penalty / Punishment/ Compounding fees imposed Authority

Authority RD/ NCLT/COURT

if any (give Details) A. COMPANY

A.COMPANY _ _ _ _ _

Penalty

Punishment

Compounding

B. Directors _ _ _ _ _

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN

DEFULT

_ _ _ _ _

Penalty

Punishment

Compounding



DATE : - 02.09.2016

Sd/-

GOPAL M. VERMA

MANAGING DIRECTOR

DIN: 01687709



(CIN: L36911MH1989PLC053685)

CODE OF CONDUCT DECLARATION ANNUAL DECLERATION BY CEO PURSUANT TO CLAUSE 49(1) (D) (II) OF LISTING AGREEMENT To, The Members of the Alka Diamond Industries Limited As the chief executive officer of Alka Diamond Industries Limited and as required by clause

49(1) (D) (ii) of the Listing Agreement, I hereby declare that all the Board Members and

Senior Management Personnel of the company have affirmed compliance with the

Company’s Code of Business Conduct and Ethics, for the F. Y. 2014-15.

Date : 02.09.2016 Place: Mumbai

Sd/- Gopal M. Verma (Managing Director) DIN: 01687709



(CIN: L36911MH1989PLC053685)

Managing director/Chief Executive Officer/ Chief Financial Officer Certification

To, The Board of Directors, Alka Diamond Industries Limited We have reviewed the financial statements and the cash flow statement for the year ended March 31, 2016 and that to the best of our knowledge and belief.

1. These Statement do not contain any materially untrue statement or omit any material fact or contain statement that might be misleading;

2. These statements together present a true and fair view of the Company’s affairs

and are in compliance with existing accounting standards, applicable laws and regulations.

3. To the best of our knowledge and belief, no transactions entered in to by the

Company during the year ended March 31, 2016 which are fraudulent, illegal or violative of the Company’s Code of Conduct.

4. We accept responsibility for establishing and maintaining internal control

system and that we have evaluated the effectiveness of the internal control system of the company and we have disclosed to the auditors and the Audit committee, deficiencies in the design or operation of internal control system, if any, of which we are aware and steps we have taken or propose to taken to rectify these deficiencies.

5. We further certify that we have indicated to the Auditors and the Audit

Committee:

a) There have been no significant changes in internal control system during the year.

b) There have been no significant changes in accounting policies during the

year and that the same have been disclosed in the notes to the financial statements; and

c) There have been no instances of significant fraud, of which we have become

aware, involving management or an employee having a significant role in the Company’s internal control system.

For Alka Diamond Industries Limited

Place: Mumbai Date: 02.09.2016

Sd/- Gopal M. Verma (Managing Director) DIN: 01687709



(CIN: L36911MH1989PLC053685)

AUDITOR`S CERTIFICATE ON COMPLIANCE WITH THE CONDITION OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT (S)

To, The Board of Directors, Alka Diamond Industries Limited We have examined the compliance of conditions of Corporate Governance by Alka Diamond Industries Limited for the year ended on 31st march 2016 as stipulated in clause 49 of Listing Agreement of the said company with Stock Exchanges. The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of an opinion on the financial statements of the company. In our opinion and to the best of our information and according to the explanations given to us, subject to the following: The company has not laid down procedures to inform the board members about risk management and minimization requirements. We certify that the company has complied with the conditions of corporate Governance as stipulated in the above-mentioned Listing Agreement. We state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or effectiveness with which the management has conducted the affairs of the company.

For and on behalf of K.K. Jhunjhunwala & Co. Chartered Accountants F. R. No. 111852W

Place: Mumbai Date: 02.09.2016 Sd/-

K.K. Jhunjhunwala (Partner) Membership No. 045154



(CIN: L36911MH1989PLC053685)

INDEPENDENT AUDITORS REPORT

To, The Board of Directors, Alka Diamond Industries Limited Report on the Financial Statements

We have audited the accompanying financial statement of ALKA DIAMOND INDUSTRIES

LIMITED (“the company”), which comprise the Balance Sheet as at 31ST MARCH 2016

and the statement of Profit & Loss Account and the cash flow statement of the Company

for the year then ended and a summary of significant accounting policies and other

explanatory information.

Management’s Responsibility for the Financial Statement.

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of

the Companies Act, 2013 (‘the Act’) with respect to the preparation and presentation of

these financial statements that give a true and fair view of the financial position and

financial performance of the Company in accordance with the accounting principles

generally accepted in India, including the Accounting Standards specified under Section

133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This

responsibility also includes maintenance of adequate accounting records in accordance

with the provisions of the Act for safeguarding the assets of the Company and for

preventing and detecting frauds and other irregularities; selection and application of

appropriate accounting policies; making judgments and estimates that are reasonable and

prudent; and design, implementation and maintenance of adequate internal financial

controls, that were operating effectively for ensuring the accuracy and completeness of the

accounting records, relevant to the preparation and presentation of the financial statements

that give a true and fair view and are free from material misstatement, whether due to fraud

or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our

audit.

We have taken into account the provisions of the Act, the accounting and auditing

standards and matters which are required to be included in the audit report under the

provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under

Section 143(10) of the Act. Those Standards require that we comply with ethical

requirements and plan and perform the audit to obtain reasonable assurance about

whether the financial statements are free from material misstatement.



(CIN: L36911MH1989PLC053685)

An audit involves performing procedures to obtain audit evidence about the amounts and

the disclosures in the financial statements. The procedures selected depend on the

auditor's judgment, including the assessment of the risks of material misstatement of the

financial statements, whether due to fraud or error. In making those risk assessments, the

auditor considers internal financial control relevant to the Company's preparation of the

financial statements that give a true and fair view in order to design audit procedures that

are appropriate in the circumstances, but not for the purpose of expressing an opinion on

whether the Company has in place an adequate internal financial controls system over

financial reporting and the operating effectiveness of such controls. An audit also includes

evaluating the appropriateness of the accounting policies used and the reasonableness of

the accounting estimates made by the Company's Directors, as well as evaluating the

overall presentation of the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to

us, the aforesaid financial statements give the information required by the Act in the

manner so required and give a true and fair view in conformity with the accounting

principles generally accepted in India, of the state of affairs of the Company as at 31 March

2016 and its profit and its cash flows for the year ended on that date.

Report on other Legal and regulatory Requirements.

1. As required by the Companies (Auditor's Report) Order, 2016 (‘the Order’) issued by

the Central Government of India in terms of subsection (11) of section 143 of the

Act, we give in the Annexure a statement on the matters specified in paragraphs 3

and 4 of the Order.

2. As required by section 143 (3) of the Act, we repot that:

a. We have sought and obtained all the information and explanations which to the

best of our knowledge and belief were necessary for the purposes of our audit;

b. In our opinion proper books of account as required by law have been kept by the

Company so far as it appears from our examination of those books;

c. The balance sheet and the statement of profit and loss dealt with by this Report

are in agreement with the books of account;

d. In our opinion, the aforesaid financial statements comply with the Accounting

Standards specified under Section 133 of the Act, read with Rule 7 of the

Companies (Accounts) Rules, 2014;

e. On the basis of the written representations received from the directors as on 31

March 2016 taken on record by the Board of Directors, none of the directors is

disqualified as on 31 March 2016 from being appointed as a director in terms of

Section 164 (2) of the Act; and

f. With respect to the adequacy of the internal financial controls over financial

reporting of the Company and the operating effectiveness of such controls, refer

to our separate Report in Annexure “B”; and



(CIN: L36911MH1989PLC053685)

g. With respect to the other matters to be included in the Auditor's Report in

accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in

our opinion and to the best of our information and according to the explanations

given to us :

i. The Company has disclosed the impact of pending litigations on its financial

position in its financial statements.

ii. The Company has made provision, as required under the applicable law or

accounting standards, for material foreseeable losses, if any, and as required

on long-term contracts including derivative contracts.

iii. There has been no delay in transferring amounts, required to be transferred,

to the Investor Education and Protection Fund by the Company.






(CIN: L36911MH1989PLC053685)

ANNEXURE TO THE AUDITOR’S REPORT

Re: ALKA DIAMOND INDUSTRIES LIMITED.

The Annexure referred to in our Independent Auditors' Report to the members of the

Company on the financial statements for the year ended 31 March 2016, we report that:

(i) In according to the information and explanation given to us, company is not having any

fixed assets and hence clause 3 (i) of the Order is not applicable to the Company.

(ii) The Company is not a trading concern, primarily rendering other business activities.

Accordingly, it does not hold any physical inventories. Thus, paragraph 3(ii) of the

Order is not applicable

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms or

other parties covered in the Register maintained under Section 189 of the Act.

(iv) In respect of loans, investments guarantees, and security the provisions of section 185

and 186 of the Companies Act, 2013 have been not complied with company.

(v) In our opinion and according to the information and explanation given to us, The

Company has not accepted any deposits during the year and does not have any

unclaimed deposits. Therefore, the provisions of the clause 3(v) of the Order are not

applicable to the Company.

(vi) It has been explained to us that the maintenance of cost records has not been

prescribed under section 148(1) of the Act.

(vii) (a) According to the information and explanations given to us, no undisputed

amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service

tax, duty of customs, value added tax, cess and other material statutory dues were in

arrears as at 31 March 2016 for a period of more than six months from the date they

became payable.

(b) According to the information and explanations given to us, the disputed statuary

dues aggregating to ₹1.54 Crores have not been deposited on account of matters

pending before appropriate authorities as detailed bellow.

(₹ in Crore)

Name of

Statute

Nature

of Dues

Amount

Disputed

Amount

paid/Ad

justed

Net

amount

unpaid

Period to which the

amount relates

Forum where

dispute is

pending

Income

Tax Act,

1956

Income

Tax and

Interest

1.53 - 1.53 A. Y. 2008-09, A. Y. 2009-

10, A. Y. 2010-11, A. Y.

2011-12,A. Y. 2012-13

Commissioner

of Income Tax

(Appeal)

Mumbai

Sales

Act,

1956

Sales

Tax

0.015 - 0.015 A. Y 2003-04 Sales Tax

Office,

Mumbai



(CIN: L36911MH1989PLC053685)

(viii) Based on our audit procedures and according to the information and explanations

given to us, we are of the opinion, the company has not defaulted in repayment of dues

to a financial institution, bank, Government or dues to debenture holders.

(ix) The Company did not raise any money by way of initial public offer or further public

offer (including debt instruments) and term loans during the year. Accordingly,

paragraph 3 (ix) of the Order is not applicable.

(x) According to the information and explanations given to us, no material fraud by the

Company or on the Company by its officers or employees has been noticed or reported

during the course of our audit.

(xi) According to the information and explanations give to us and based on our examination

of the records of the Company, the Company has paid/provided for managerial

remuneration in accordance with the requisite approvals mandated by the provisions of

section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the

Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not

applicable.

(xiii) According to the information and explanations given to us and based on our

examination of the records of the Company, transactions with the related parties are in

compliance with sections 177 and 188 of the Act where applicable and details of such

transactions have been disclosed in the financial statements as required by the

applicable accounting standards.

(xiv) According to the information and explanations give to us and based on our examination

of the records of the Company, the Company has not made any preferential allotment

or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on our

examination of the records of the Company, the Company has not entered into non-

cash transactions with directors or persons connected with him. Accordingly,

paragraph 3(xv) of the Order is not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank

of India Act 1934.






(CIN: L36911MH1989PLC053685)

BALANCE SHEET AS ON 31ST MARCH 2016

PARTICULARS NOTE AS ON AS ON

NO. 31.03.2016 31.03.2015

I. EQUITY & LIABILITIES 1. Shareholders Fund (a) Share Capital 2 46,765,500 46,755,500 (b) Reserve & Surplus 3 40,055,217 40,145,583 2. Non-Current Liabilities (a) Long-term borrowings 4 20,000,000 20,000,000 (b) Other long term Liabilities - - 3. Current Liabilities (a) Short -term borrowings - - (b) Trade Payables 5 11,833,492 11,833,492 (c) Other current Liabilities - - (d) Deferred Tax Liability (Net) - 499 (e) Short-term provisions 6 1,078,496 1,077,747

TOTAL 119,732,705 119,812,821

II. ASSETS 1. Non-current assets (a) Fixed assets i) Tangible Assets 7 74.08 1,616 ii) Intangible Assets - - iii) Capital Work-In-Progress - - iv) Intangible assets under development (b) Non-current Investments : 4,211,392 5,456,186

(c) Deferred tax assets(net) - - (d) Long-term loans & advances - - (e) Other non-current assets - - 2. Current Assets (a) Current Investment - - (b) Inventories - - (c) Trade Receivables 8 88,519,521 81,509,362 (d) Cash & Cash Equivalents 9 1,686,864 2,030,803 (e) Short-term Loans & Advances 10 25,314,853 30,814,853 (f) Other current assets - -

TOTAL 119,732,705 119,812,821

Significant Accounting Policies 1 - - Notes to Account 13

The accompanying Notes form an integral part of the financial statements

AS PER OUR REPORT OF EVEN DATE ATTACHED FOR AND ON BEHALF OF THE BOARD OF DIRECTORS For K. K. JHUNJHUNWALA & CO.,

ALKA DIAMOND INDUSTRIES LTD

CHARTERED ACCOUNTANTS FIRM'S REG. NO. 111852W

Sd/- Sd/- Sd/-

Gopal M. Verma Nilesh F. Parmar

K. K. JHUNJHUNWALA

Managing Director Director (PARTNER) DIN: 01687709 DIN: 01661518 M. No. 045154

PLACE : MUMBAI

Sd/-

DATE : 02.09.2016

Kiran Lata A. Verma Director

DIN: 05199911



(CIN: L36911MH1989PLC053685)

STATEMENT OF PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2016.

PARTICULARS NOTE YEAR ENDED YEAR ENDED

NO. 31.03.2016 31.03.2015

1. Revenue from Operation - - 2. Other Income 11 954,865 877,507 3. Total Revenue ( 1 + 2 ) 954,865 877,507 4. Expenses Purchase - - Change in Inventories - - Employee Benefit Expenses 120,000 395,000 Finance Cost - - Depreciation - 817

Other expenses 12 924,188 496,221 Total Expenses 1,044,188 892,038

5. Profit/(Loss) before tax ( 3 - 4 ) (89,323) (14,531)

6. Tax Expenses Current Tax expense for current year - - Current Tax expense relating to prior years - Deferred tax credit ( Net ) (499) (252)

Profit/(Loss) for the year (88,824) (14,279) 7. Earnings per Equity Share - Basic N.A. N.A - Diluted N.A. N.A - Face value per Equity Share 10 10 Significant Accounting Policies 1 Notes to Account 13

The accompanying Notes form an integral part of the financial statements

AS PER OUR REPORT OF EVEN DATE ATTACHED FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

For K. K. JHUNJHUNWALA & CO., ALKA DIAMOND INDUSTRIES LTD

CHARTERED ACCOUNTANTS FIRM'S REG. NO. 111852W

Sd/- Sd/- Sd/-

Gopal M. Verma Nilesh F. Parmar K. K. JHUNJHUNWALA Managing Director Director (PARTNER) DIN: 01687709 DIN: 01661518

M. No. 045154 Sd/-

PLACE : MUMBAI Kiran Lata A. Verma DATE : 02.09.2016 Director DIN: 05199911



(CIN: L36911MH1989PLC053685)

CASH FLOW STATEMENT FROM 01.04.2015 TO 31.03.2016 INDIRECT METHOD

Particulars year ended 31.03.2016 year ended 31.03.2015

A. Cash Flow from Operating Services Profit before taxation (89,323) (14,531)

Adjustment for: Depreciation on Fixed Assets - 817 Loss on sale of Fixed Assets - - Interest Paid - -

Operating Profit Before Working Capital Changes (89,323) (13714) Changes in working capita

Adjustment for: (Increase)/Decrease Short Term Loans and Advances 5,500,000 6,068 (Increase)/Decrease inLong Term Loans and Advances - Increase/(Decrease) in Trade Payable - - Increase/(Decrease) in Other Current Liabilties - Increase/(Decrease) in Short Term Provisions 749 39,900 (Increase)/Decrease in Trade Receivable (7,010,159) (110,000) Increase/(Decrease) in Long Term Provisions - (Increase)/Decrease in Non- Current Investments 1,244,794 - (Increase)/Decrease in Current Investments - -

Cash generated from operations (264,616) (64,032)

Income tax Paid - -

Net cash generated from operating activities (353,939) (77,746) B. Cash flow from investing activities

Sale of Fixed Assets - - Shares received against Share Application Money - -

Net cash used in investing activities - - C. Cash flow from financing activities

Proceeds / (Repayment) of Short Term Borrowings - - Proceeds from Borrowings 10,000 Dividend and Taxes Paid thereon - -

NET CASH FLOW FROM FINANCING ACTIVITIES 10,000 -

NET INCREASE /DECREASE IN CASH AND CASH EQUIVALENTS A+B+C (343,939) (77,746) ADD : OPENING CASH AND CASH EQUIVALENTS 2,030,803 2,108,549

CLOSING CASH AND CASH EQUIVALENTS 1,686,864 2,030,803

AS PER OUR REPORT OF EVEN DATE ATTACHED FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

For K. K. JHUNJHUNWALA & CO., ALKA DIAMOND INDUSTRIES LTD

CHARTERED ACCOUNTANTS

FIRM'S REG. NO. 111852W Sd/- Sd/- Sd/-


K. K. JHUNJHUNWALA Managing Director Director

(PARTNER) DIN: 01687709 DIN: 01661518 M. No. 045154

PLACE : MUMBAI Sd/- DATE : 02.09.2016 Kiran Lata A. Verma

Director DIN: 05199911



(CIN: L36911MH1989PLC053685)

NOTES TO THE FORMING PART OF THE FINANCIAL STATEMENTS

NOTE NO. 1 SIGNIFICANT ACCOUNTING POLICIES

1. Corporate Information :-

ALKA DIAMOND INDUSTRIES LIMITED (The Company) was incorporated under

the provision of Companies Act 1956 on 28th day of September 1989.

2. Basis of Preparation of Financial Statement:-

The financial statements of the company have been prepared in accordance with

generally accepted accounting principles in India (Indian GAAP). The company has

prepared these financial statements to comply in all material respects with the

Accounting Standards notified under the relevant provisions of the Companies Act

2013.

The financial statements are prepared on accrual basis and under the historical cost

convention. The financial statements are presented in Indian rupees rounded off to

the nearest rupees.

3. Use of Estimates:

The preparation of financial statements are in conformity with generally accepted

accounting principles requires estimates and assumption to be made that effect the

reported amount of assets and liabilities on the date of the financial Statements and

reported amounts of revenues and expenses during the reporting period. Differences

between actual results and estimated are recognized in the period in which the

results are materialized.

4. Revenue Recognition:-

The company follows the accrual basis of accounting except in the following cases,

where the same are recorded on the basis of realization or ascertainment of rights

and obligations

a. Insurance claims

b. Payment of bonus and leave salary

c. Gratuity

5. Fixed Assets

Tangible assets are stated at cost, less accumulated depreciation and

impairment, if any. Direct costs are capitalized until such assets are ready for

use



(CIN: L36911MH1989PLC053685)

6. Depreciation:

Depreciation on Fixed Assets is provided on Written Down Value (W.D.V.)

Method in accordance with the Schedule XIV of the Companies Act, 1956.

7. Inventories:

This is not applicable for your company.

8. Impairment of fixed Assets

At the end of each year, the Company determines whether a provision should be

made for impairment loss on fixed assets by considering the indication that an

impairment loss may have occurred in accordance with Accounting Standard 28

on “Impairment of Assets”. Where the recoverable amount of any fixed assets is

lower than its carrying amount, a provision for impairment loss on fixed assets

is made for the difference.

9. Investments

Investments are stated at cost of acquisition.

10. Prior Period Items:

Material amount of Income and expenditure pertaining to prior years are

disclosed separately.

11. Contingencies and events occurring after the date of Balance Sheet: - NIL



(CIN: L36911MH1989PLC053685)

NOTES TO THE FINANCIAL STATEMENT

NOTE 2 :- SHARE CAPITAL A. Details of authorised, issued and subscribed share capital

PARTICULARS AS AT AS AT

31.03.2016 31.03.2015

Authorised 55,00,000 (Previous Year 55,00,000) Equity Shares of Rs. 10/- each 55,000,000 55,000,000 55,000,000 55,000,000 Subscribed & paid up 48,60,900 (Previous Year 48,60,900) Equity Shares of Rs. 10/- each 48,609,000 48,609,000 Less :- Allotment Money due on 375200 Equity Shares @5/- each 1,843,500 1,853,500

TOTAL :- 46,765,500 46,755,500

B. Reconciliation of number of shares outstanding at the beginning and at the end of the reporting period


31.03.2016 31.03.2015

No. of shares at the beginning of the year 4,860,900 4,860,900 Fresh Issue - - Bonus Issue - - Conversion of Securities/Debts/ESOSs/ESPPs - - Buyback - - Other changes - - No. of shares at the end of the year 4,860,900 4,860,900

C. Details of Shareholders holding more than 5% shares:

NAME OF SHAREHOLDER AS AT AS AT

31.03.2016 31.03.2015

Javda India Impex Limited 2,664,800 2,664,800 55% 55%

NOTE 3 :- RESERVES & SURPLUS :-

PARTICULARS

AS AT AS AT

31.03.2016 31.03.2015

I. General Reserve Opening Balance 41,905,951 41,905,951 Add : Transferred (To)/ From - -

Closing Balance ( I ) 41,905,951 41,905,951

II. Surplus in the Statement of Profit & Loss Account Opening Balance (1,760,368) (1,746,089) Add : Transferred from P & L A/c (88,824) (14,279) Less : Depreciation Adjustment Relating to Fixed Asstes 1,542 -

Closing Balance ( II ) (1,850,734) (1,760,368)

Total ( I + II ) 40,055,217 40,145,583



(CIN: L36911MH1989PLC053685)


NOTE 4 :- LONG-TERM BORROWINGS :-


31.03.2016 31.03.2015

From Corporates 20,000,000 20,000,000

TOTAL :- 20,000,000 20,000,000

NOTE 5 :- TRADE PAYABLES


31.03.2016 31.03.2015

Creditors for Goods 11,833,492 11,833,492

TOTAL :- 11,833,492 11,833,492

NOTE 6 :- SHORT TERM PROVISIONS


31.03.2016 31.03.2015

Audit Fees Payable 40,649 39,900 Sales Tax/VAT Payable 153,464 153,464 Others 884,383 884,383

TOTAL :- 1,078,496 1,077,747



(CIN: L36911MH1989PLC053685)


NOTE 8 :- TRADE RECEIVABLES


31.03.2016 31.03.2015

Aggregate amount of trade receivables for a

period

exceeding six months 88,519,521 81,509,362

TOTAL :- 88,519,521 81,509,362

NOTE 9 :- CASH & CASH EQUIVALENTS


31.03.2016 31.03.2015

Cash on hand 1,646,772 1,952,858 Balances with Current Accounts Axis Bank Ltd 34,288 72,141 Union Bank of India 5,804 5,804

TOTAL :- 1,686,864 2,030,803

NOTE 10 :-SHORT TERM LOANS & ADVANCES


31.03.2016 31.03.2015

Inter Corporate Deposits (ICD) 25,000,000 30,500,000 Advances & Deposits 6,230 6,230 Income Tax 308,623 308,623

TOTAL :- 25,314,853 30,814,853

NOTE 7 :- FIXED ASSETS

DESCRIPTION

OF AS AT ADDITIONS / Acquired Revaluations/ AS AT AS AT Adjustment On FOR THE AS AT AS AT AS AT

ASSETS 01.04.15 (DISPOSAL) through business (Impairments) 31.03.16 01.04.15 disposals YEAR 31.03.16 31.03.16 31.03.15

(Rs.) (Rs.) combinations (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)

I. TANGIBLE ASSETS

Safe 45,870

-

-

-

45,870

45,287

554

-

-

45,841

29

583 Office Equipments 49,147

-

-

-

49,147

48,534

582

-

-

49,116

31

613

Computer 101,070

-

-

-

101,070

100,828

230

-

-

101,058

13

242

Camera 11,000

-

-

-

11,000

10,971

28

-

-

10,998

2

29

II. INTANGIBLE ASSETS

Software 11,232

-

-

-

11,232

11,084

148

-

-

11,232

0-

148

GRAND TOTAL AS ON 31.3.2016 218,319

-

218,319

216,703

1,542

-

218,245

74

1,616

GRAND TOTAL AS ON 31.3.2015218,319

-

218,319

215,886

817

216,703

1,616

2,433


GROSS BLOCK NET BLOCK DEPRECIATION



(CIN: L36911MH1989PLC053685)

NOTE 11 :- OTHER INCOME


31.03.2016 31.03.2015

Capital Gain / (Loss) 949,865 877,507

Other Income 5,000 -

TOTAL :- 954,865 877,507

NOTE 12 :- OTHER EXPENSES


31.03.2016 31.03.2015

Audit Fees 40,075 39,900 Advertisement Expenses 14,925 - Bank Charges 2,715 202 Books & Perodicals 4,852 5,850 Conveyance Expneses 11,525 15,312 Director's Remuneration 180,000 - Electricity exp. 3,989 6,124 Filing Fees 4,900 9,600 General Expenses 9,889 17,810 Legal & Professional Fees 30,700 9,551 Listing/Other Fees 524,192 152,809 Office Expenses 37,530 7,938 Printing & Stationery 3,897 6,328 Postage & Courier Exp. 1,423 2,335 RTA Expenses 49,351 52,825 Rent - 160,000 Telephone Expenses 4,225 9,637

TOTAL :- 924,188 496,221



(CIN: L36911MH1989PLC053685)

NOTE NO. 13 NOTES FORMING PART OF THE FINANCIAL STATEMENTS: -

i. Payment to Auditors :-

As at 31.03.2016 As at 31.03.2015

(₹.) (₹.)

a) Audit Fees 40,075 39,900

b) Tax Audit Fees NIL NIL

c) Certification and Taxation matter NIL NIL

--------------- ---------------

40,075 39,900

========= =========

ii. Managerial Remuneration: -

Director Salary 1,80,000 NIL

Director Sitting Fees NIL NIL

--------------- --------------

1,80,000 NIL

========= =========

iii. Contingent Liabilities NIL NIL

iv. Earnings Per Share (As per AS – 20) NIL NIL

v. Taxes on Income

In terms of Accounting Standard 22 on “Accounting for Taxes on Income” as notified by the Companies (accounting standard) Rules, 2006 the Company has recognized Deferred Tax Assets Rs. NIL/- for the year ended 31st March, 2016 in the Profit & Loss A/c. The accumulated balance in Net Deferred Tax Liability/ (Assets) comprises of:-

Particulars Deferred Tax Liability/ (Asset) as at 1st April 15 (Rs.)

Current Year change (Rs.)

Deferred Tax Liability/ (Asset) as at 31st March 16 (Rs.)

Deferred Tax Liability/ (Assets) (Net)

-499

499

0



(CIN: L36911MH1989PLC053685)

vi. Information pursuant to para 5(viii) of the General Instructions to the Statement

of Profit and Loss

• Foreign Exchange Earnings & Outgo : NIL

Particulars 2015 – 2016 (Amt. In ₹.)

2014 – 2015 (Amt. In ₹.)

Earning and Expenditure in Foreign currency

Nil

Nil

vi. No Dividend declared in the current year.

viii. Disclosure under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED ACT, 2006) As required to be disclosed under Micro, Small & Medium Enterprises Development Act, 2006 and to the extent such parties are identified on the basis of information available with the Company, there are no Micro enterprises or Small Scale enterprises to whom the Company owes any due which are outstanding for more than 45 days as at 31st March 2016.

ix. In the opinion of the board any of the current assets, Loan and Advances etc. have value on realization in ordinary course of business at least equal to the amounts at which they are stated.



(CIN: L36911MH1989PLC053685)

x. Previous year’s figures have been regrouped, rearranged and recast wherever found

necessary.

xi. Books of Accounts of the Company have been prepared on the basis of details of Corporate Office branch only. Head office (Jaipur) accounts Details were not available with the directors of the company, Hence Head office Account balance has been shown as per last audited statements.

xii. The Accumulated Losses of the company as at end of the financial year have resulted

in erosion of more than fifty per cent of its net worth. SIGNATURE TO NOTES 1 TO 13 For And On Behalf Of The Board As Per Our Report On Even Date Attached For Alka Diamond Industries Limited. FOR K.K. JHUNJHUNWALA & Co. CHARTERED ACCOUNTANTS Sd/ Sd/- Firms. Reg. No. 111852w


Managing Director Director

DIN: 01687709 DIN: 01661518

Sd/-

Sd/- K.K. JHUNJHUNWALA (PARTNER) Kiran Lata A. Verma

Director

DIN: 05199911

Membership No. 045154

Place: - Mumbai Date : - 02.09.2016



(CIN: L36911MH1989PLC053685)

Dear Shareholders,

Sub.: Green Initiative – Registration of E-mail Address

This is to inform that as a part of “Green Initiative in the Corporate Governance”, the

Ministry of Corporate Affairs (MCA) vide its circular nos. 17/2011 and 18/2011 dated

21.04.2011 and 29.04.2011, respectively; has permitted the Companies to serve the

documents viz. Annual Reports, Notices of General Meetings / Postal Ballot, other

documents etc. to the Members through the electronic mode.

In order to support this “Green Initiative”, we are pleased to serve you the above referred

documents and also any other documents as specified by MCA from time to time through

the electronic mode. This will also ensure prompt receipt of communication and avoid loss

in postal transit.

We therefore request you to register your e-mail address and / or changes therein from time

to time with the Company’s Registrar & Transfer Agent (R & T Agent) viz. Sharex Dynamic

(India) Private Limited at Unit 1, Luthra Industrial Premises, 1st Floor, 44-E, M Vasant

Marg, Andheri Kurla Road, Andheri (East), Mumbai-400 072, in case you are holding

shares in physical mode by filling up the form appearing on reverse of this communication

and with your Depository Participant (DP), in case you are holding shares in dematerialised

mode.

In case you require physical copies of Annual Reports and other documents, you may send

an email at [email protected] or write to the Company’s R & T Agent by quoting

the name of first/sole shareholder, Folio No./DP ID and Client ID. The above documents

will be sent to you free of cost.

We request your wholehearted support to this “Green Initiative” by opting the electronic

mode of communication for its successful implementation.

Thanking you and assuring you of our best attention at all times.

By Order Of The Board For Alka Diamond Industries Limited

Place: - Mumbai. Date : - 02.09.2016

Sd/- Gopal M. Verma Chairman & Managing Director Din: 01687709



(CIN: L36911MH1989PLC053685)

REGISTRATION OF E-MAIL ADDRESS FORM

(In terms of Circular Nos. 17/2011 and 18/2011 dated 21.04.2011 and 29.04.2011, respectively

issued by Ministry of Corporate Affairs)

Sharex Dynamic (India) Private Limited

Unit 1, Luthra Industrial Premises, 1st Floor,

44-E, M Vasant Marg, Andheri Kurla Road,

Andheri (East), Mumbai-400 072.

I/We Shareholder(s) of Alka Diamond Industries Limited hereby accord my/our approval to

receive documents viz. Annual Reports, Notices of General Meeting /Postal Ballot and such

other documents that Ministry of Corporate Affairs may allow, to be sent in the electronic

mode. I/We request you to note my/our latest email address, as mentioned below. If there

is any change in the e-mail address. I/We will promptly communicate the same to you.

I/We attach the self attested copy of PAN Card / Passport towards identification proof for

the purpose of verification.

Folio No.

Name of the First/Sole Shareholder

Name of the Joint Shareholder(s) if any

Registered Address

E-mail Address (to be registered)

Place: Date:

___________________________ (Signature of Shareholder/s)

For Shares in dematerialized mode you are requested to register your E-mail address and/or changes therein from time to time with your Depository Participant.



(CIN: L36911MH1989PLC053685)

ATTENDANCE SLIP

Please complete this attendance slip and hand it over at the entrance of the venue. Folio No./Client ID No. ..........……………………………...................... No. of Shares held ..........……………………………...................... Name & Address ..........……………………………...................... ..........……………………………...................... ..........……………………………...................... Jointly with ..........……………………………...................... Full name of the Proxy ..........……………………………...................... If attending meeting

I hereby record my presence at the 27th Annual General Meeting of the Company at 626, PANCHRATNA, M P ROAD, OPERA HOUSE, MUMBAI – 400 004, Maharashtra. to be held at 10.30 a.m. on Friday the 30th Sept, 2016.

..........……………………………...................... Signature of Member/Joint Member/Proxy attending the meeting

Note: The practice of distributing copies of Annual Report at the Annual General Meeting has been discontinued. Members attending the meeting are requested to bring their copies of Annual Report with them.



(CIN: L36911MH1989PLC053685)

FORM NO. MGT.11 PROXY FORM

Name of the member(s) ..........……………………………......................

Registered address ..........……………………………......................

e-mail Id ..........……………………………......................

Folio No/ *Client Id ..........……………………………......................

*DP Id ..........……………………………......................

I/We, being the member(s) of ………………………. shares of ALKA DIAMOND INDUSTRIES LIMITED, hereby appoint: 1. ………………………………….. of ……………………..having e-mail id …………. or failing him

2. ………………………………….. of ……………………..having e-mail id …………. or failing him

3. ………………………………….. of ……………………..having e-mail id …………. or failing him

as my / our proxy to attend and vote (on a poll) for me/us and on my / our behalf at the 21ST Annual General Meeting of the company, to be held on Wednesday, the 30th day of September, 2016 at 10:30 a.m. at Registered Office and at any adjournment thereof in respect of such resolutions as are indicated below: ** I wish my above Proxy to vote in the manner as indicated in the box below: No. Resolutions For Against

1 To consider and adopt the Audited Financial Statements

including Consolidated Financial Statements of the Company for the FY ended 31st March, 2016, the Reports of the Board of Directors and Auditors thereon.

2 To appoint a Director in place of Mr. Gopal M. Verma (DIN: 01687709), who retires by rotation and, being eligible, offers himself for re-appointment.

3 the retiring Auditors M/s. K. K. Jhunjhunwala & Co. Chartered Accountants, Mumbai (Firm Registration No. 111852W) with the Institute of Chartered Accountants of India), to hold office from the conclusion of the 26th Annual General Meeting (AGM) till the conclusion of the 28th Annual General Meeting of the Company be and is hereby ratified and the said Auditors to be paid such Remuneration as may be decided by the Audit Committee of the Board of Directors of the Company

……………………………….. Signature of shareholder / Proxy Signed this .......... day of..................2016

Affix a Re. 1/- Revenue Stamp



(CIN: L36911MH1989PLC053685)

NOTES:

ii. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

iii. ** This is only optional. Please put a ‘X’ in the appropriate column against the

resolutions indicated in the Box. If you leave the ‘For’ or ‘Against’ column blank against any or all the resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

iv. Appointing a proxy does not prevent a member from attending the meeting in person if

he so wishes.

v. In the case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.

Alka Diamond Industries Limited · 5 ALKA DIAMOND INDUSTRIES LTD 27 th Annual Report 2015-16 (CIN:...

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