Your Directors are pleased to present the 24 Annual Report and the Company's auditedaccounts for the financial year ended 31st March 2016.
The Company's financial performance for the year ended on 31 March 2016 is summarizedbelow:
( Rs. in Lacs)
|Particulars ||2015-16 ||2014-15 |
|Revenue from Operations ||9149.91 ||19277.61 |
|Other Income ||27.50 ||13.85 |
|Total Revenue ||9177.41 ||19291.46 |
|Earnings Before Interest & Depreciation & Tax (EBIDTA) ||627.96 ||663.09 |
|Less: Financial Costs ||425.52 ||414.22 |
|Profit Before Depreciation ||202.44 ||248.88 |
|Less: Depreciation And Amortisation Expenses ||131.44 ||133.24 |
|Profit Before Tax (PBT) ||71.00 ||115.63 |
|Less: || || |
|(a) Current Tax ||19.70 ||27.63 |
|(b) Deferred Tax ||1.58 ||-13.06 |
|Profit After Tax (PAT) ||49.72 ||101.07 |
|Add: Profit Brought Forward ||925.34 ||895.83 |
|Add: Transferred during the year ||0 ||-71.56 |
|Profit Available for Appropriation ||975.06 ||925.34 |
During the year under review your Company has recorded total revenue of Rs. 91.77crores. The consolidated revenue from operations of the Company for the year ended 31stMarch 2016 was down due to sharp increase in all overhead expenses and in the cost of rawmaterial and in turn the cost of finished goods remained almost the same resulting intofall in the operating profit Also there was less demand in the international market thisyear resulting into downfall in exports 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 is annexed asForm No. MGT9 with this report.
MEETINGS OF THE BOARD
4 (Four) meetings of the Board of Directors and 4(Four) meetings of the Audit Committeewere held during the year. The details of the same are mentioned in the CorporateGovernance Report.
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.
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. Inaddition to the Code of Conduct and Ethics key policies that have been adopted by thecompany are as follows:
|Name of the Policy ||Brief Description ||Web Link |
|Vigil Mechanism / ||The Company has adopted the Vigil Mechanism/ Whistle 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. ||http://www.divyajyoti.net/Policie s/Vigil%20Mechanism.pdf |
|Whistle Blower Policy || || |
|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 2015-2016. ||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
M/s Dafria & Co. Chartered Accountants Statutory Auditors of the Company holdsoffice till the conclusion of the ensuing Annual General Meeting and is eligible forre-appointment.
The Company has received letter from them to the effect that their re-appointment ifmade would be within the prescribed limits under section 141(3) (g) of the Companies Act2013 and they are not disqualified for re-appointment.
The Notes on the Financial Statements referred to in the Auditors' Report does notcontain any qualification reservation and adverse remarks and are self-explanatory and donot call for any further comments.
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 2016.
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.
| || ||(Amt. in Rs. ) |
|Power and Fuel Consumption ||2015-16 ||2014-15 |
|Electricity: || || |
|Unit (KWH) ||1573288 ||2768496 |
|Total Cost (In Rs. ) ||13827694.00 ||20167379.00 |
|Rate/Unit (In Rs. ) ||8.79 ||7.28 |
|Power and Fuel Consumption ||2015-16 ||2014-15 |
|Coal : || || |
|Quantity (Metric ton) ||3445.693 ||5687.330 |
|Total Cost (In Rs. ) ||16225481.00 ||32304861.00 |
|Rate/MT(In Rs. ) ||4708.92 ||5680.15 |
|Diesel: || || |
|Quantity (Litre) ||13856 ||16000 |
|Total Cost (In Rs. ) ||818718.30 ||980100.00 |
|Rate/Litre(In) ||59.09 ||61.26 |
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 and to increaseexports.
The Company has directly exported Lecithin for FOB value $ 321425.00 amounting Rs.20937481.00 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.
In accordance with provisions of the Companies Act 2013 and Article of Association ofthe Company Mr.Gopal Das Nyati Executive Director of the Company retires by rotationand being eligible offer himself for re-appointment & the Declaration has beenreceived from him certifying that he meets with criteria of Director as prescribed.
Declaration from all the Independent Directors has been received that they qualify allthe requirements of sub-section (6) of section 149 of the Companies Act 2013 and ListingAgreement & shall abide the code of Independent Directors.
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 Clause 49 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 Clause 49 isattached to the Report on corporate governance.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Management's Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented ina separate section and forming part of the Annual Report.
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. 49.72 Lacs to the reserves for the financial year 2015-16.
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 Securities and Exchange Board of India (SEBI) on 2nd September 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital markets to ensure better enforceability. The said regulations were effective1st December 2015. Accordingly all listed entities were required to enter into theListing Agreement within six months from the effective date. The Company entered intoListing Agreement with BSE Limited on 04th February 2016.
LISTING OF SECURITIES
The Equity Shares of the Company are listed at Bombay Stock Exchange. The Company hadduly paid the listing fees to the Bombay Stock Exchange for the financial year 2016-17.
The Company's shares are presently held in both electronic and physical modes.
The Board has appointed M/s. M. Maheshwari & Associates. Practicing CompanySecretary to conduct Secretarial Audit for the financial year 2016-2017. The SecretarialAudit Report for the financial year ended 31st March 2016 is annexed herewith marked asForm No. MR-3 to this Report. The Secretarial Audit Report does not call for any furthercomments.
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 and Remuneration of Managerial Personnel) Rules 2014Disclosures pertaining to remuneration and other details as required under 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.
M/s. G K Gupta & Co. Cost Accountant were appointed as Cost Auditors for auditingthe cost records of the Company for the financial year 2015-16 by the Board of Directorson a consolidated remuneration of Rs. 25000/- only the remuneration was recommended bythe Audit Committee of the Company. Further the remuneration proposed to be paid to themfor the financial year 2016-17 requires ratification of the shareholders of the Companyand in views of the same the proposal for the ratification of remuneration have beenincluded in the Notice of Annual General Meeting for your approval.
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 || |
|Date : August 11 2016 ||Rangnath Nyati |
| ||Chairman |