Your Directors are pleased to present the 25th Annual Report and the Company'saudited accounts for the financial year ended 31st March 2017.
The Company's financial performance for the year ended on 31 March 2017 is summarizedbelow:
|Particulars ||2016-17 ||2015-16 |
|Revenue from Operations ||11637.24 ||9149.91 |
|Add: Other Income ||21.39 ||27.50 |
|Total Revenue ||11658.62 ||9177.41 |
|Earnings Before Interest & Depreciation & Tax (EBIDTA) ||676.37 ||627.96 |
|Less: Financial Costs ||453.07 ||425.52 |
|Profit Before Depreciation ||223.30 ||202.44 |
|Less: Depreciation And Amortisation Expenses ||124.59 ||131.44 |
|Profit Before Tax (PBT) ||98.71 ||71.00 |
|Less: || || |
|(a) Current Tax ||34.53 ||19.70 |
|(b) Deferred Tax ||(2.29) ||1.58 |
|Profit After Tax (PAT) ||66.47 ||49.72 |
|Add: Profit Brought Forward ||975.06 ||925.34 |
|Less: Transferred during the year ||0 ||0 |
|Profit Available for Appropriation ||1041.53 ||975.06 |
During the year under review your Company has recorded total revenue of Rs.116.59Crores. The consolidated revenue from operations of the Company for the year ended 31stMarch 2017 has increased and thus profit is also increased as of the company.
EXTRACT OF ANNUAL RETURN
In compliance with section 92(3) section 134 (3) (a) and rule 11 of the Companies(Management and Administration) Rules 2014 the extract of the annual return which isannexed as Form No. MGT9 with this report.
MEETINGS OF THE BOARD
6 (Six) meetings of the Board of Directors and 5(Five) meetings of the Audit Committeewere held during the year. The details of the same are mentioned in the CorporateGovernance Report.
In accordance with provisions of the Companies Act 2013 and Article of Association ofthe Company Mrs. Babita Nyati Women Director of the Company retires by rotation andbeing eligible offer herself for re-appointment & the Declaration has been receivedfrom her certifying that she meets with criteria of Director as prescribed.
During the period under review Mr. Vitthal Das Rathi has resigned as an IndependentDirector and Mr. Suresh Kumar Varma is appointed as an Independent Director of theCompany.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to section 134 (5) of the Companies Act 2013 the Directors confirm that:-
(i) In the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures.
(ii) They have in the selection of the accounting policies consulted the statutoryauditors and have applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit of the Company for that period.
(iii) They have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities.
(iv) They have prepared the annual accounts on a going concern basis.
(v) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively.
(vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he meets the criteria of independence laiddown in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed companies. All our corporate governance policies are available on ourwebsite (http://www.divyajyoti.net/Policies.html). The policies are reviewedperiodically by the Board and updated based on need and new compliance requirement.
In addition to the Code of Conduct and Ethics key policies that have been adopted bythe company are as follows:
|Name of the Policy ||Brief Description ||Web Link |
|Vigil Mechanism / ||The Company has adopted the Vigil Mechanism/ Whistle ||http://www.divyajyoti.net/Policie |
|Whistle Blower Policy ||Blower Policy for directors and employees to report concerns about unethical behavior actual or suspected fraud or violation of the Company's code of conduct and ethics. ||s/Vigil%20Mechanism.pdf |
|Familiarisation Programme ||The company has a Familiarization Programme which deals with familiarizing the independent directors with the company their roles rights responsibilities in the company nature of the industry in which the company operates business model of the company etc. through various programmes organized by Executive Directors/ Senior Managerial Personnel of the company. ||http://www.divyajyoti.net/Policie s/Familiarization%20programme %20of%20Independent%20Direc tors.pdf |
|Remuneration Policy ||The policy formulates the criteria for determining qualifications competencies positive attributes and independence for the appointment of a director (executive/ non- executive) and also the criteria for determining the remuneration of the directors key managerial personnel and other employees. ||http://www.divyajyoti.net/Policie s/Remuneration%20Policy.pdf |
|Material Subsidiary Policy ||The policy is used to determine material subsidiaries and material non- listed Indian subsidiaries of the Company and to provide the governance framework for them. ||http://www.divyajyoti.net/Policie s/Material%20Subsidiary%20Poli cy.pdf |
|Related Party Transaction Policy ||The policy regulates all the transactions between the company and its related parties. ||http://www.divyajyoti.net/Policies/R elated-Party-Transaction-Policy.pdf |
|Policy on determination of materiality for disclosure. ||This policy applies to disclosure of material events affecting the company. Materiality will be determined on case to case basis depending on the facts and circumstances relating to the information/ events and disclosures or in the opinion of the Board if the event/ information ought to be disclosed. ||http://www.divyajyoti.net/Policie s/Policy%20on%20Determination %20of%20Materiality%20For%2 0Disclosure%20of%20Events%20 or%20Information.pdf |
|Archival Policy ||The policy deals with retention and archival of corporate records of the company. ||http://www.divyajyoti.net/Policie s/Archieval%20Policy.pdf |
|Sexual Harassment Policy ||The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition And Redressal) Act 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent contractual temporary trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during FY 2016-2017. ||http://www.divyajyoti.net/Policie s/Sexual%20Harrassment%20Pol icy.pdf |
|Risk Management Policy ||This policy deals with identifying risks inherent in any business operations of the Company and provides guidelines to define measure report control and mitigate the identified risks. It helps to create and protect shareholder value by minimizing threats or losses and identify and maximizing opportunities. ||http://www.divyajyoti.net/Policies /Risk%20Management%20 Policy.pdf |
|Policy on Preservation of Documents ||This policy deals with specifying the documents which are to be preserved for lifetime (subject to such modifications amendments addition deletion and changes as required from time to time) and for specific time period. ||http://www.divyajyoti.net/Policies /Policy%20for%20Preservation% 20of%20Documents.pdf |
The Audit Committee comprises of three (3) Directors namely Mr. Shriniwas Soni(Chairman) Mr. Gopal Nyati and Mr. Sudarshan Shastri as other members. All therecommendations made by the Audit Committee were accepted by the Board.
AUDITORS AND AUDITORS' REPORT
As per the provisions of the Act the period of office of M/s Dafria & Co.Chartered Accountants Statutory Auditor of the Company expires at the conclusion of theensuing Annual General Meeting.
It is proposed to appoint M/s. Anubhav Pradhan & Co. Chartered Accountants (ICAIFRN: 013822C) as Statutory Auditor of the Company for a term of 5 (five) consecutiveyears. They have confirmed their eligibility and qualification required under the Act forholding the office as Statutory Auditor of the Company.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer
The Board appointed M/s. M. Maheshwari & Associates Practicing Company Secretaryto conduct Secretarial Audit for the FY 2016-17. The Secretarial Audit Report for thefinancial year ended March 31 2017 is annexed herewith. The Secretarial Audit Report doesnot contain any qualification reservation adverse remark or disclaimer.
M/s. G K Gupta & Co. Cost Accountant were appointed as Cost Auditors forauditing the cost records of your Company for the financial year 2017-18 by the Board ofDirectors on a consolidated remuneration of Rs.18000/-(Rupees Eighteen Thousand Only)the remuneration was recommended by the Audit Committee of the Company. Further theremuneration proposed to be paid to them for the financial year 2017-18 requiresratification of the shareholders of the Company and in views of the same the proposal forthe ratification of appointment and remuneration have been included in the Notice ofAnnual General Meeting for your approval.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEE GIVEN AND SECURITIES PROVIDED
Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided.
The Company intends to retain internal accruals to maintain the liquidity and forfunding growth to generate a good return for shareholders. The Board of Directors hasdecided not to declare dividend for the year ended 31st March 2017.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to energy conservation Technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134(3) (m) of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 and forming part of theDirector's Report.
I. CONSERVATION OF ENERGY
The Company has been laying emphasis on the conservation of energy and taking severalmeasures like effective control on utilization of energy and regular monitoring of itsconsumption etc. The adoption of these measures to conserve energy has resulted in savingof the same.
|Power and Fuel Consumption ||2016-17 ||2015-16 |
|Electricity: || || |
|Unit (KWH) ||1750455 ||1573288 |
|Total Cost (In Rs.) ||16468514.00 ||13827694.00 |
|Rate/Unit (In Rs.) ||9.41 ||8.79 |
|Coal : || || |
|Quantity (Metric ton) ||2880.360 ||3445.693 |
|Total Cost (In Rs.) ||1794227300 ||16225481.00 |
|Rate/MT(In Rs.) ||6229.20 ||4708.92 |
|Diesel: || || |
|Quantity (Litre) ||18931 ||13856 |
|Total Cost (In Rs.) ||994889 ||818718.30 |
|Rate/Litre(In Rs.) ||52.55 ||59.09 |
II. TECHNOLOGY ABSORPTION
(A) Research & Development
1. The Company is not carrying any R&D in special area but is continuously engagedin improvement of Plant and Machinery to conserve energy for better working results.
2. Benefits derived as a result of the above R&D: N.A.
3. Future Plan of Action : At the moment the company has no special areas to carryR&D.
4. Expenditure on R&D.: N.A.
(B) Technology Absorption Adaption and Innovation
1. The technology is innovated on the basis of experience gained in the working of theplant.
2. However it is not possible to evaluate the exact cost reduction and productionimprovement.
3. We do not have any improved technology and hence the details required to be givenfor imported technology is not applicable.
III. FOREIGN EXCHANGE EARNING & OUTGO
The Company has already established an export market for its products and has beentaking keen interest for developing new export market for its products.
The Company has directly exported Lecithin for FOB value $ 65727.00 amountingRs.4344914.00 during the year.
2. Out Go
Value of CIF Imports Nil
Expenditure in Foreign Currency Nil
IV. ENVIRONMENT PROTECTION
The Company has implemented for disposal of effluents an E.T.P. system at its SolventExtraction & Refinery Plant.
The Company has not invited/accepted public deposit within the meaning of section 73 ofthe Companies Act 2013 and rules made thereunder during the year under review.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
Matching the needs of the Company and enhancing the competencies of the Board are thebasis for the Nomination and Remuneration Committee to select a candidate for appointmentto the Board. The current policy is to have a balanced mix of executive and non-executiveIndependent Directors to maintain the independence of the Board and separate itsfunctions of governance and management.
REPORT ON CORPORATE GOVERNANCE
The Report on Corporate Governance as stipulated under Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 of the ListingAgreement with the Stock Exchanges in India forms part of this Annual Report.
The requisite certificate from the Auditors of the Company confirming compliance withthe conditions of corporate governance as stipulated under the aforesaid Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 is attached to the Report on corporate governance.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Management's Discussion and Analysis Report for the year under review as stipulatedunder Companies Act 2013 and Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 of the Listing Agreement with the StockExchanges in India is presented in a separate section and forming part of the AnnualReport.
COMMITTEES OF THE BOARD
Currently the Board has three committees : the audit committee the nomination &remuneration committee and the stakeholders relationship committee. A detailed note on thecomposition of the Board and its committees is provided in the Corporate Governance Reportof this Annual Report.
TRANSFER TO RESERVES
During the year the Board of Directors have decided to transfer the amount of NetProfit after Tax of Rs. 66.47 Lacs to the reserves for the financial year 2016-17.
The Board carried out an annual performance evaluation of its own performance theIndependent Directors individually as well as the evaluation of the working of theCommittees of the Board. The performance evaluation of all the Directors was carried outby the Nomination and Remuneration Committee.
The Company's shares are presently held in both electronic and physical modes.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014Disclosures pertaining to remuneration and other details as requiredunder Section 197(12)of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are not provided in the Annual Report as none of theemployees of the Company who was drawing remuneration in excess of the limits set out inthe provision of the section 197 of the Act read with Rule 5 of the Companies((Appointmentand Remuneration of Managerial Personnel) Rules 2014.
DECLARATION FROM WHOLE TIME DIRECTOR & CFO CERTIFICATION
The Board of Directors have received declaration from Whole Time Director andcertificate from CFO under Schedule V (D) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015. The Certificate havebeen enclosed in the Corporate Governance Report is annexed herewith marked as"Declaration fromWhole Time Director" & "CFO Certificate UnderRegulation 17 (8) and part B of Schedule II of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015".
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.
| ||On behalf of the Board of Directors || |
|Place: Indore ||Gopal Nyati ||Girdhari R. Nyati |
|Date: August 11 2017 ||Whole Time Director ||Whole Time Director |