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Dhyana Finstock Ltd.

BSE: 538450 Sector: Financials
NSE: N.A. ISIN Code: INE774P01010
BSE LIVE 13:54 | 23 Dec Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 135.30
PREVIOUS CLOSE 150.30
VOLUME 155
52-Week high 135.30
52-Week low 0.00
P/E 501.11
Mkt Cap.(Rs cr) 128
Buy Price 0.00
Buy Qty 0.00
Sell Price 135.30
Sell Qty 88720.00
OPEN 135.30
CLOSE 150.30
VOLUME 155
52-Week high 135.30
52-Week low 0.00
P/E 501.11
Mkt Cap.(Rs cr) 128
Buy Price 0.00
Buy Qty 0.00
Sell Price 135.30
Sell Qty 88720.00

Dhyana Finstock Ltd. (DHYANAFINSTOCK) - Director Report

Company director report

To

The Members of

M/s. Dhyana Finstock Limited

Your Directors have pleasure in presenting the Board’s Report of your Companytogether with the Audited Statement of Accounts and the Auditors’ Report of yourcompany for the financial year ended 31st March 2016.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Particulars Standalone
Particulars 2015-2016 2014-2015
Gross Income 187.96 167.61
Profit Before Interest and Depreciation 57.08 49.63
Finance Charges 0.15 0.00
Gross Profit 56.93 49.63
Depreciation 0.39 0.11
Net Profit Before Tax 56.53 49.52
Tax 30.77 16.00
Net Profit After Tax 25.76 33.52

DIVIDEND

However with the view to conserve the resources of company the directors are notrecommending any dividend.

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has decided/proposed to carry the current year profit to itsreserves.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Company does not have any Subsidiary Joint venture or Associate Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which these financial statements relateon the date of this report.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and rule 12 (1) of the Companies (Management and Administration) Rules 2014 in FormMGT-9 is annexed herewith for your kind perusal and information.

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2015-16 the Company held Nine board meetings of theBoard of Directors as per Section 173 of Companies Act 2013 which is summarized below.The provisions of Companies Act 2013 and listing agreement were adhered to whileconsidering the time gap between two meetings.

S No. Date of Meeting Board Strength No. of Directors Present
1 30.04.2015 5 5
2 29.05.2015 5 5
3 15.07.2015 5 5
4 13.08.2015 4 4
5 04.09.2015 4 4
6 14.11.2015 4 4
7 13.02.2016 4 4
8 25.02.2016 4 4
9 31.03.2016 4 4

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

AUDITORS and REPORT thereon

M/s. Harshad Sudhir & Co Chartered Accountants resigned from the post ofStatutory Auditor so the Board appointed M/s. Kamlesh Bhojani & Associates CharteredAccountants as the Statutory Auditor to provide the audit report and to conduct the auditof the accounts of the company for the F.Y 2015-2016.

Their continuance of appointment and payment of remuneration are to be confirmedratified and approved in the ensuing Annual General Meeting.

There are no qualifications or adverse remarks in the Auditors’ Report whichrequire any clarification/ explanation. The Notes on financial statements areself-explanatory and needs no further explanation.

Further the Auditors’ Report for the financial year ended 31st March 2016 isannexed herewith for your kind perusal and information.

LOANS GUARANTEES AND INVESTMENTS

The Company has made no investment or provided any guarantee however the company hasgiven loans & advances under section 186 of the Companies Act 2013 for the financialyear ended 31st March 2016

RELATED PARTY TRANSACTIONS

There were no related party transactions during the financial year. There are nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large and Approval of the Board of Directors& shareholders was obtained wherever required.

INVESTGATION

During the year there was an investigation by SEBI.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy and Technology absorption

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review.

(B) Foreign exchange earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

Periodic assessments to identify the risk areas are carried out and management isbriefed on the risks in advance to enable the company to control risk through a properlydefined plan. The risks are classified as financial risks operational risks and marketrisks. The risks are taken into account while preparing the annual business plan for theyear. The Board is also periodically informed of the business risks and the actions takento manage them. The Company has formulated a policy for Risk management with the followingobjectives:

• Provide an overview of the principles of risk management

• Explain approach adopted by the Company for risk management

• Define the organizational structure for effective risk management

• Develop a "risk" culture that encourages all employees to identifyrisks and associated Opportunities and to respond to them with effective actions.

• Identify access and manage existing and new risks in a planned and coordinatedmanner with Minimum disruption and cost to protect and preserve Company’s humanphysical and Financial Assets.

DIRECTORS and KMP

During the current financial year the following changes have occurred in theconstitution of directors of the company:

Sr. No. Name Designation Date of appointment Date of cessation Mode of Cessation
1. Mr. Pinakin Makwana Director 14.03.2013 15.07.2015 Resignation u/s 168

DEPOSITS

The company has not accepted any deposits during the year.

CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act 2013 read withthe Companies (Corporate Social Responsibility Policy) Rules 2014 so there is norequirement to constitute Corporate Social Responsibility Committee.

RATIO OF REMUNERATION TO EACH DIRECTOR

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors; however the Company has not paid any sitting fees to the Non - ExecutiveDirector

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andCompliance Committees.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board’s functioning such asadequacy of the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

INDEPENDENT DIRECTORS and DECLARATION

The Board of Directors of the Company hereby confirms that all the Independentdirectors duly appointed by the Company have given the declaration and they meet thecriteria of independence as provided under section 149(6) of the Companies Act 2013.

NOMINATION AND REMUNERATION COMMITTEE

As per the section 178(1) of the Companies Act 2013 the Company’s Nomination and

Remuneration Committee comprises of three Non-executive Directors. The table sets outthe composition of the Committee:

Name of the Director Position held in the Committee Category of the Director
Mr. Harshad Patel Chairman Non Executive Independent Director
Ms. Priyanka Tripathi Member Non Executive Independent Director
Mr. Pritesh Patel Member Non Executive Independent Director

# Mr. Pinakin Makwana resigned from the directorship of the company w.e.f. 15.07.2015 so he also ceased to be a member of this committee

Terms of Reference

The Terms of Reference of the Nomination and Remuneration Committee are as under:

1. To identify persons who are qualified to become Directors and who may be appointedin senior management in accordance with the criteria laid down recommend to the Boardtheir appointment and removal and shall carry out evaluation of every Director’sperformance.

2. To formulate the criteria for determining qualifications positive attributes andindependence of a Director and recommend to the Board a policy relating to theremuneration for the Directors Key Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee shall while formulating the policy ensurethat:

a. the level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;

b. relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

c. remuneration to Directors Key Managerial Personnel and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals:

4. Regularly review the Human Resource function of the Company

5. Discharge such other function(s) or exercise such power(s) as may be delegated tothe Committee by the Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this charter periodically and recommend anyproposed changes to the Board for approval from time to time.

8. Any other work and policy related and incidental to the objectives of the committeeas per provisions of the Act and rules made there under.

REMUNERATION POLICY

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination andRemuneration Committee and approved by Board in Board meeting subject to the subsequentapproval of the shareholders at the General Meeting and such other authorities as may berequired. The remuneration is decided after considering various factors such asqualification experience performance responsibilities shouldered industry standards aswell as financial position of the Company.

Remuneration to Non Executive Directors:

The Non Executive Directors are paid remuneration by way of Sitting Fees andCommission. The Non Executive Directors are paid sitting fees for each meeting of theBoard and Committee of Directors attended by them- However the Company has not paid anysitting fees to the Non Executive Director.

AUDIT COMMITTEE

According to Section 177 of the Companies Act 2013 the companys AuditCommittee comprised of three directors. The board has accepted the recommendations of theAudit Committee. The table sets out the composition of the Committee:

Name of the Director Position held in the Committee Category of the Director
Mr. Harshad Patel Chairman Non Executive Independent Director
Mr. Rajesh Charistie Member Executive Director
Mr. Pritesh Patel Member Non Executive Independent Director

# Mr. Pinakin Makwana resigned from the directorship of the company w.e.f. 15.07.2015 so he also ceased to be a member of this committee

*Mr. Rajesh Christie is a director in the company who also appointed as a member of thecommittee.

SECRETARIAL AUDIT REPORT

There are qualifications or adverse remarks in the Secretarial Audit Reportwhich require clarification/ explanation.

Further the Secretarial Audit Report as provided by M/s. Jaymeen Trivedi &Associates Practicing Company Secretary for the financial year ended 31st March2016

COST AUDIT

Cost audit is not applicable for the Company.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act 2013 and as per the Clause 49 ofthe Listing Agreement the company has established Vigil Mechanism for directors andemployees to report genuine concerns and made provisions for direct access to thechairperson of the Audit Committee. Company has formulated the present policy forestablishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of itsstakeholders Directors and employees to freely communicate and address to the Companytheir genuine concerns in relation to any illegal or unethical practice being carried outin the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSEL) ACT 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (Permanent contractualtemporary trainees) are covered under this policy.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andWorkers of the Company.

DATE: 05.09.2016 FOR & ON BEHALF OF THE
PLACE: AHMEDABAD BOARD OF DIRECTORS
Sd/- Sd/-
(HARSHAD PATEL) (RAJESH CHRISTIE)
DIN : 02271611 DIN : 05267135