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Diligent Industries Ltd.

BSE: 531153 Sector: Industrials
NSE: N.A. ISIN Code: INE650C01028
BSE LIVE 15:48 | 23 Aug 14.88 0.94
(6.74%)
OPEN

14.00

HIGH

15.70

LOW

14.00

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 14.00
PREVIOUS CLOSE 13.94
VOLUME 1010
52-Week high 30.00
52-Week low 11.36
P/E
Mkt Cap.(Rs cr) 34
Buy Price 0.00
Buy Qty 0.00
Sell Price 14.87
Sell Qty 2.00
OPEN 14.00
CLOSE 13.94
VOLUME 1010
52-Week high 30.00
52-Week low 11.36
P/E
Mkt Cap.(Rs cr) 34
Buy Price 0.00
Buy Qty 0.00
Sell Price 14.87
Sell Qty 2.00

Diligent Industries Ltd. (DILIGENTINDUST) - Director Report

Company director report

To

The Shareholders

Your Directors have pleasure in presenting herewith the 21 Annual Report on thebusiness of Your Company together with the Audited Accounts for the financial year ended31 March 2015.

FINANCIAL RESULTS

(Amount in Rs.)

PARTICULARS Financial Year Financial Year
2014-15 201 3-14
TOTAL INCOME 84 34 42 264 410839503
TOTAL EXPENDITURE 811790475 392167486
Profit/(Loss) before Depreciation & Financial Charges 31651789 18672017
Depreciation 4529825 5151627
Financial Charges 23465521 18667382
Profit/Loss Before Tax 3656443 (5146992)
Prior period items - -
Provision for tax - -
Deferred tax 4983987 (3174925)
NET PROFIT/(LOSS) (1327543) (1972068)

REVIEW OF OPERATIONS:

During the year under review the gross sales registered a growth of more than 105%.With a view to get hold stabilize compete increase the Company's presence in the marketinitially the Company is not concentrating on margins. The move would certainly creategood presence and name to the Company which would enable the Company in future to generategood income.

DIVIDEND;

In the absence of profits the directors of your Company do not recommend any dividendfor the Financial Year 2014-15.

TRANSFER TO RESERVES:

Your Company has not transferred any amount to the general reserve.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

Mrs.Phani Anupama Vankineni Director of the Company retire by rotation at the ensuingAnnual General Meeting and being eligible offer herself for re-appointment. The Companyhas received declarations from all the Independent Directors of the Company confirmingthat they meet the criteria of independence as prescribed both under the Act and Clause 49of the Listing Agreement with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which include criteria for performanceevaluation of the non-executive directors and executive directors.

During the year under review Mrs. Jonnada Vaghira Kumari ceased to be the CompanySecretary of the Company w.e.f 30 September 2014.

AUDITORS

At the Annual General Meeting held on September 30 2014 M/s. Ramasamy Koteswara Rao& co Chartered Accountants(Registration No. 010396S) Hyderabad were appointed asstatutory auditor of the Company to hold office till the conclusion of the Annual GeneralMeeting to be held in the calendar year 2017. In terms of the first proviso to Section 139of the Companies Act 2013 the appointment of the auditor shall be placed forratification at every Annual General Meeting. Accordingly the appointment of M/s.Ramasamy Koteswara Rao & co Chartered Accountants as statutory auditors of theCompany is placed for ratification by the shareholders. In this regard the Company hasreceived a certificate from the auditors to the effect that if they are reappointed itwould be in accordance with the provisions of Section 141 of the Companies Act 2013.

Secretarial Auditor:

P.S.Rao & Associates Practicing Company Secretaries was appointed to conduct thesecretarial audit of the Company for the financial year 2014-15 as required under Section204 of the Companies Act 2013 and Rules there-under. The secretarial audit report for FY2014-15 forms part of the Annual Report as Annexure-1 to the Board's report.

The Board has appointed P.S.Rao & Associates Practicing Company Secretaries assecretarial auditors of the Company for the financial year 2015-16.

DIRECTORS' RESPONSES ON THE QUALIFICATIONS MADE BY THE SECRETARIAL AUDITORS IN THEIRREPORT:

With regard to the qualification raised in the Secretarial Audit Report with regard tonon-appointment of CFO & Company Secretary your Company has made all possible sincereand valid efforts to appoint Company Secretary subsequent to Mrs. Jonnada Vaghira Kumaricessation on 30 September 2014 but none were ready to work with your Company as theregistered office of the Company is situated at a small village near Eluru Town. YourCompany is constantly trying to fill the post(s) of Key Managerial Personnel and is hopingthat its efforts to comply with the statutory requirement would be fruitful in the days tocome.

FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE AND OF ITS COMMITTEESAND INDIVIDUAL DIRECTORS

As required under the provisions of Schedule IV of the Companies Act 2013 theperformance evaluation of independent directors has been done by the entire Board ofDirectors excluding the director being evaluated. The evaluation of all the directors andthe Board as a whole was conducted based on the criteria and framework adopted by theBoard. The Board approved the evaluation results as collated by the nomination andremuneration committee.

None of the independent directors are due for re-appointment

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.

Various Audit Systems in the Company monitors and evaluates the efficacy and adequacyof internal control system in the Company its compliance with operating systemsaccounting procedures and policies at all locations of the Company. Based on the auditreports the units undertake corrective action in their respective areas and strengthen thecontrols. Significant audit observations and corrective actions thereon are presented tothe Audit Committee of the Board periodically.

The Board of Directors of the Company have adopted various policies like Related PartyTransactions policy Whistle Blower Policy policy to determine material subsidiaries andsuch other procedures for ensuring the orderly and efficient conduct of its business forsafeguarding its assets the prevention and detection of frauds and errors the accuracyand completeness of the accounting records and the timely preparation of reliablefinancial information.

NOMINATION AND REMUENRATION POLICY

A committee of the Board named as "Nomination and Remuneration Committee" hasbeen constituted to comply with the provisions of section 178 Schedule IV of theCompanies Act and Clause 49 of the Listing Agreement and to recommend a policy of theCompany on directors' appointment and remuneration including criteria for determiningqualifications positive attributes independence of a director and other matters and toframe proper systems for identification appointment of Directors & KMPs Payment ofRemuneration to them and Evaluation of their performance and to recommend the same to theBoard from time to time. Nomination and Remuneration Policy of the Company is enclosedherewith as Annexure -2 .

RISK MANAGEMENT:

The Risk Management is overseen by the Audit Committee of the Company on a continuousbasis. The Committee oversees Company's process and policies for determining risktolerance and review management's measurement and comparison of overall risk tolerance toestablished levels. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuous basis. For detailsplease refer to the Management

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act 2013 Your Directors' confirm that:

I) In preparation of annual accounts for the financial year ended 31 March 2015 theapplicable Accounting Standards have been followed along with proper explanation relatingto material departures;

ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of the financial year ended 31March 2015 and of the profit and loss of the Company for the year;

iii) The Directors have taken proper and sufficient care for their maintenance ofadequate accounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv) The Directors had prepared the annual accounts on a 'going concern' basis;

v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

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

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure - 3.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the criteria laid down in the Companies Act 2013 the provisions of CorporateSocial Responsibility are not applicable to your Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE OUTGO

Information required under section 134(3)(m) of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules 2014 is enclosed herewith as Annexure – 4.

OTHER DISCLOSURES:

Board Meetings

During the year under review Five Board Meetings were held during the year underreview. For further details please refer report on Corporate Governance Report enclosedherewith.

Committees of Board

Your company has the following committees namely:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The constitution of all the committees is as per the Companies Act 2013 and ListingAgreement with Stock Exchanges. The details of the Constitution are mentioned in CorporateGovernance Report which forms part of this Annual Report.

Corporate Governance Report

Your Company has complied with the requirements of Clause 49 of the Listing Agreemententered with the Stock Exchanges; Report on Corporate Governance including Auditor'sCertificate on compliance with the code of Corporate Governance specified under the saidClause forms part of this report.

Management Discussion and Analysis

A brief note on the Management discussion and analysis for the year is annexed as partof this report

Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and Clause 49 of the Listing Agreement a Vigil Mechanism for directors and employees toreport genuine concerns has been established. Protected disclosures can be made by awhistle blower through to the Chairman of the Audit Committee. The Policy on vigilmechanism and whistle blower policy may be accessed on the Company's website

Remuneration ratio of the directors/ Key Managerial Personnel/ Employees:

Statement showing disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Companies Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosed herewith asAnnexure – 5.

PARTICULARS OF EMPLOYEES

As required under Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 NO employee of your Company is in receipt ofremuneration of Rs. 60 lakh or more or employed for part of the year and in receipt ofRs. 5 lakh or more a month during the financial year under review.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of the Loans guarantees and investments if any covered under Section 186 ofthe Companies Act 2013 are given in the notes to the financial statements pertaining tothe year under review.

DEPOSITS

Your Company has not accepted any fixed deposits and as such no principal or interestwas outstanding as on the date of the Balance sheet.

RELATED PARTY TRANSACTIONS:

Related party transactions entered during the financial year under review are disclosedin Note No. a of Notes to Fancial Statements of the Company for the financial year ended31 March 2015. These transactions entered were at an arm's length basis and in theordinary course of business. There were no materially significant related partytransactions with the Company's Promoters Directors Management or their relatives whichcould have had a potential conflict with the interests of the Company. Form AOC-2containing the note on the aforesaid related party transactions is enclosed herewith as Annexure– 6.

The policy on materiality of Related Party Transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website.

HUMAN RESOURCES:

Your Company considers its Human Resources as the key to achieve its objectives.Keeping this in view your Company takes utmost care to attract and retain qualityemployees. The employees are sufficiently empowered and such work environment propels themto achieve higher levels of performance. The unflinching commitment of the employees isthe driving force behind the Company's vision. Your Company appreciates the spirit of itsdedicated employees.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

I. Issue of equity shares with differential rights as to dividend voting or otherwise.

II. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

III. Neither the Managing Director nor the Whole-time Director of the Company receiveany remuneration or commission from any of its subsidiaries.

IV. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future. V. Nomaterial changes and commitments affecting the financial position of the Company haveoccurred between the end of the Financial year and date of report.

ACKNOWLEDGEMENTS:

Your Directors wish to convey their appreciation to business associates for theirsupport and contribution during the year. The Directors would also like to thank theemployees shareholders customers suppliers alliance partners and bankers for thecontinued support given by them to the Company and their confidence reposed in themanagement.

For and on behalf of the board
Date: 14.08.2015 Sd/-
Place: Denduluru Chairman & Managing Director