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Devine Impex Ltd.

BSE: 531585 Sector: Others
NSE: N.A. ISIN Code: INE455C01014
BSE 00:00 | 08 Aug 5.40 0.08
(1.50%)
OPEN

5.06

HIGH

5.57

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5.06

NSE 05:30 | 01 Jan Devine Impex Ltd
OPEN 5.06
PREVIOUS CLOSE 5.32
VOLUME 2627
52-Week high 9.50
52-Week low 3.98
P/E 270.00
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.06
CLOSE 5.32
VOLUME 2627
52-Week high 9.50
52-Week low 3.98
P/E 270.00
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Devine Impex Ltd. (DEVINEIMPEX) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting before you their 26th Annual Report togetherwith the Audited Accounts of the Company for the year ended 31st March 2021.

FINANCIAL RESULTS

The financial results of the Company for the year under review are summarized for yourconsideration:

Particulars 2020-21 (Amount in Lacs) 2019-20 (Amount in Lacs)
Gross Income 210.12 277.12
Expenses 206.42 273.51
Profit Before Interest and Depreciation 3.70 3.64
Finance Cost/interestf 0.01 0.03
Depreciation 0.00 0.00
Net Profit Before Tax 3.69 3.61
Provision for Tax 0.96 0.95
Net Profit After Tax 2.73 2.66

STATE OF COMPANY'S AFFAIRS/ BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THEYEAR/HIGHLIGHTS/OPERATIONS

During the year the total revenue of the company was Rs. 210.12 lacs. There is decreaseof approximately 24% in revenue as compare to the previous financial year. There is slightincrease in the net profit of company during the year by 2.63% as compared to the previousyear. The management is quite optimistic about the further growth of the company.

IMPACT OF COVID-19

Covid-19 pandemic has significantly impacted the business operations of the Company byway of stoppage of sales and disruption in supply chain since the previous financial year.

The Company has evaluated the impact of this pandemic on its business operationsfinancial position internal financial reporting and controls etc. and has takenappropriate mitigating measures. Based on the detailed assessment of its liquidityposition financial arrangements future course of actions and business plans the Companyhas concluded that the carrying value of its assets as at the end of Balance Sheet datewill be recovered.

However the assessment of Covid-19 impact on business operations is a continuingprocess given the uncertainties associated with its nature and duration. Accordingly theactual impact on the operational and financial performance may differ from that estimated.The Company will continue to closely monitor any material changes to the future businessconditions and financial performance.

DIVIDEND

The company has earned very meager profit during the financial year hence directorshave decided not to recommend any Dividend for the year under review and plough the sameback into the operations of the company.

RESERVES

Entire amount of Net Profit has been transferred to Profit and Loss Surplus accountwhich appears under the head "Reserves and Surplus." No amount has beentransferred to any reserves.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

DIRECTORS

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Parvesh Kumar Oberoi (DIN: 05245546) Director of theCompany retire by rotation in the ensuing Annual General Meeting and being eligible offershimself for reappointment.

In the previous Annual General Meeting of the company held on 26.12.2020 Ms. NishaSharma (DIN: 07144007) was re-appointed as an Independent Director of the company for herseconf tenure of 5 years.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:

Name Designation
Mr. PARVESH KUMAR OBEROI Managing Director
Mr. ANIL JAIN Company Secretary
Mr. ROHIT JAIN Chief Financial Officer

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations that they meet thecriteria of Independence as laid down under Section 149 (6) of the Companies Act 2013read over with Regulation 25 of SEBI (LODR) Regulations.

DECLARATIONS BY DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL

The Annual Report of the Company contains a certificate by the Managing Director interms of Para D of Schedule V to the SEBI (LODR) Regulations on the declarations receivedfrom the Directors and the Senior Management personnel affirming compliance with the Codeapplicable to them during the year ended March 31 2021.

SHARE CAPITAL

During the year under review there is no change in the Share Capital of the Company.The Authorised capital of the Company is Rs. 10000000 comprising of 10000000 equityshares of Rs. 10/- each.

The issued and subscribed share capital of the company comprise of 9651400 equityshares of Rs. 10/- each. Out of the aggregate issued and subscribed capital 119200 equityshares have been forfeited by the company.

The paid-up share capital of the company as on March 31 2021 is Rs. 95322000.

- The Company has not bought back any of its securities during the year under review.

- The Company has not issued any Sweat Equity Shares during the year under review.

- No Bonus Shares were issued during the year under review.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.PROHIBITION AND REDRESSAL) ACT. 2013

Your Company has zero tolerance policy in case of sexual harassment at workplace and iscommitted to provide a healthy environment to each and every employee of the Company. TheCompany has in place "Policy for Prevention and Redressal of Sexual Harassment"in line with the requirements of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 (hereinafter referred to as 'the said Act') and Rulesmade there under. As per the provisions of Section 4 of the said Act the Board ofDirectors has constituted the Internal Complaints Committee (ICC) at the Registered Officeof the Company to deal with the Complaints received by the Company pertaining to genderdiscrimination and sexual harassment at workplace.

Further as per the provisions of Section 21 & 22 of the aid Act the Report indetails of the number of cases filed under Sexual Harassment and their disposal for thefinancial year under review is as under:

Sr. No. No. of cases pending as on the beginning of the financial year under review No. of complaints filed during the financial year under review No. of cases pending as on the end of the financial year under review
1. NIL NIL NIL

MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes or commitments effecting the financial position of theCompany happening between the end of the Financial Year of the Company and date of thisReport.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO

The requisite information has been given by way of an Annexure D-1 to thisReport.

CHANGES HAPPENING DURING THE FINANCIAL YEAR

Your Directors wish to inform that there have not been any changes during the FinancialYear under review:

a. In the nature of Company's business

b. Generally in the class of business in which the Company has an interest

Further the Company has no Subsidiary and therefore information regarding any changein subsidiaries or in the nature of business carried on by them is not applicable to theCompany.

CORPORATE GOVERNANCE

As per the provisions of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 (LODR Regulations) the regulations 17-27 of the LODR Regulationspertaining to requirements of Corporate Governance are not applicable to the company.However striving towards compliance with the highest standards of compliance andtransparency the company has voluntarily adopted the compliance with the requirements ofCorporate Governance to the maximum possible extent and has accordingly attached a reporton Corporate Governance as a part of this Annual Report. A copy of corporate governance isattached as Annexure D-8.

BUSINESS RESPONSIBILITY REPORT

Regulation 34 (2) (f) the Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is not applicable to the Company.

POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the CompaniesAct 2013 the policy on appointment of Board members including criteria for determiningqualifications positive attributes independence of a Director and the policy onremuneration of Directors KMP and other employees is attached as Annexure D-2 whichforms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review as stipulatedunder Part B of Schedule V to the Securities Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 is presented in a separate section as AnnexureD-3 forming part of this Annual Report.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES

The information as per Section 197 of the Companies Act 2013 read with Rule 5 (1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 formspart of this Report is attached as Annexure D-4.

The disclosure as per Section 197 of the Companies Act 2013 read with Rule 5 (2) andRule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is provided in a separate annexure forming part of this Report. That annexure is notbeing sent to the Members and others entitled to this Report and the financial statementsas provided in Section 136 (1) of the Companies Act 2013. Any member interested inobtaining a copy of the said Annexure may write to the Company atdevineimpex.limited@yahoo.com.

NUMBER OF MEETINGS OF BOARD

During the year 2020-21 5 (Five) Board Meetings were held. The details regarding thedates of such Board Meetings along with the attendance of directors therein is providedhereunder:

Date of Board Meeting No. of Directors entitled Attendance of Directors
26.06.2020 4 4
14.09.2020 4 4
05.11.2020 4 4
12.11.2020 4 4
12.02.2021 4 4

Apart from the Board meetings as per the provisions of Schedule IV of the CompaniesAct 2013 a meeting of the Independent Directors of the company was held on 12.02.2021which was attended by both the Independent Directors.

PERFORMANCE EVALUATION OF THE BOARD. ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act 2013 and the ListingRegulations the Board in consultation with its Nomination & Remuneration Committeehas formulated a framework containing the criteria for performance evaluation of theentire Board of the Company its Committees and Individual Directors includingIndependent Directors. Accordingly following is the criteria for evaluation:

a. Criteria for evaluation of the Board of Directors as a whole:

i. The Frequency of Meetings

ii. Quantum of Agenda

iii. Administration of Meetings

iv. Flow and quantity of Information from the Management to the Board

v. Number of Committees and their role.

vi. Overall performance of the Company

b. Criteria for evaluation of the Individual Directors including Independent Directors;

i. Experience and ability to contribute to the decision making process

ii. Problem solving approach and guidance to the Management

iii. Attendance and Participation in the Meetings

iv. Personal competencies and contribution to strategy formulation

v. Contribution towards statutory compliances monitoring of controls and CorporateGovernance

The Independent Directors had met separately on 12.02.2021 without the presence of NonIndependent Directors and the members of management and discussed inter-alia theperformance of non-independent Directors and Board as a whole and the performance of theChairman of the Company after taking into consideration the views of executive and NonExecutive Directors. The Nomination and Remuneration Committee has also carried outevaluation of every Director's performance. The Directors express their satisfaction withthe evaluation process.

SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint Venture or Associate Company.

STATUTORY AUDITORS & AUDITORS REPORT

M/s Deepak Jindal & Co Chartered Accountants Chandigarh was appointed asStatutory Auditors of the Company in the last Annual General Meeting to hold office tillthe conclusion of Annual General Meeting to be held in the year 2024.

The Auditors' Report being self-explanatory requires no comments from the Directors.Further there are no reservations qualifications or adverse remarks in the Audit Reportgiven by them in respect of the Financial Year 2020-21.

SECRETARIAL AUDITORS AND THEIR REPORT

Mr. Ajay K. Arora a Company Secretary in practice having CP no. 993 was appointed asSecretarial Auditor of the Company for the financial year 2019-20 pursuant to Section 204of the Companies Act 2013. The Secretarial Audit Report submitted by him in theprescribed form MR-3 is attached as Annexure D-5 and forms part of this report. Thereply to qualifications/ observation/ remarks by the Secretarial Auditors is as follow:

1. The company is in the process of appointing Internal Auditors in compliance with theprovisions of Section 138 of the Companies Act 2013.

2. The company had a website which was bugged. The company is identifying appropriateagencies to develop a new functional website for the company.

3. The Independent Director of the company has been made aware of the requirements toget themselves registered on the Independent Directors Databank. Necessary steps have beeninitiated for the registration as per the extended timelines granted under the CompaniesAct 2013.

4. The company is in the process of appointing another Non-Executive Director torectify the composition of the Nomination and Remuneration Committee.

FRAUDS REPORTED BY AUDITORS

There are no frauds reported by auditors under sub-section (12) of section 143including those which are reportable to the Central Government.

COST AUDIT

As per the provisions of Section 148 of the Companies Act 2013 read with the Companies(Cost Record and Audit) Rules 201 the requirements for the appointment of the CostAuditors and the cost audit report are not applicable to the company during the financialyear.

CONSOLIDATED FINANCIAL STATEMENTS

The company does not have any subsidiary or associate.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

As required pursuant to provisions of section 134(1) (e) of the Act the Company has awell placed proper and adequate internal financial control system commensurate with thesize scale and complexity of its operations. The scope and authority of the InternalAudit function is well defined in the Organization. The internal financial control systemensures that all assets are safeguarded and protected and that the transactions areauthorized recorded and reported correctly.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has in place comprehensive risk assessment and minimization procedureswhich are reviewed by the Board periodically. During the year as per the requirements ofListing Agreement with the Stock Exchanges a Risk Management Committee was constituted bythe Board of Directors with responsibility of preparation of Risk Management Policyreviewing and monitoring the same on regular basis to identify and review critical riskson regular basis. The risks faced by the Company and their minimization procedures areassessed by the Board. Further the Company identifies risks and control systems areinstituted to ensure that the risks in each business process are mitigated. The Boardprovides oversight and reviews the Risk Management Policy on a regular basis. In theopinion of the Board there has been no identification of elements of risk that maythreaten the existence of the Company.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year202021 in terms of Chapter V of the Companies Act 2013. Information in this regardtherefore is nil. There was no non compliance of requirement of Chapter V of CompaniesAct 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by anyRegulatory Authority Court or Tribunal which shall impact the going concern status andCompany's operations in future.

SECRETARIAL STANDARDS

The Company has duly complied with the applicable Secretarial Standards on meeting ofBoard of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of CompanySecretaries of India (ICSI).

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of familiarization programme for Independent Directors in respect of theirroles rights & responsibilities nature of the industry in which Company operatesbusiness model of the Company and related matters are communicated to the IndependentDirectors from time to time and are available on the website of the company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Listing Regulationsperformance evaluation of the Board and its Committees and all the Directors has beencarried out and the details are covered in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act 2013 regarding Corporate SocialResponsibility were not applicable to the company during the financial year 2020-21.

AUDIT COMMITTEE

Your Directors wish to inform that in Compliance with Section 177 of the Companies Act2013 and Regulation 18 of Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 an Audit Committee is duly constituted. TheAudit Committee as on March 31 2021 comprises of the following Directors:

Mr. Vinay Kumar Sharma Chairman Independent Director
Ms. Nisha Sharma Member Independent Director
Mr. Rohit Jain Member Non Independent Director

Mr. Anil Jain the Company Secretary of the company acts as the Secretary of the Auditcommittee.

Details of the Audit Committee have been separately given in the corporate governancereport. Further all recommendations of Audit Committee were accepted by the Board ofDirectors.

NOMINATION & REMUNERATION COMMITTEE

In terms of Regulation 19 of Securities Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 and pursuant to the provisions of section178 of the Companies Act 2013 Nomination & Remuneration Committee as on March 312021 comprises of the following Directors

Mr. Vinay Kumar Sharma Chairman Independent Director
Ms. Nisha Sharma Member Independent Director
Mr. Rohit Jain Member Non Independent Director

Mr. Anil Jain the Company Secretary of the company acts as the Secretary of the Auditcommittee.

One meeting of Nomination & Remuneration Committee was held on 12.11.2020.

The details of Remuneration Policy and the Committee are furnished in the Report onCorporate Governance which is annexed herewith.

STAKEHOLDERS RELATIONSHIP COMMITTEE

In terms of Regulation 20 of Securities Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Stakeholders Relationship Committee isduly constituted with following composition as on March 312021

Mr. Vinay Kumar Sharma Chairman Independent Director
Ms. Nisha Sharma Member Independent Director
Mr. Rohit Jain Member Non Independent Director

One meeting of Stakeholders Relationship Committee was held on 12.02.2021.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as on March 31 2021 in the prescribed Form No. MGT-9pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 (1) of the Companies(Management and Administration) Rules 2014 is attached herewith as Annexure D-6 andforms part of this Report.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

The company has not given any loans made investments given guarantee opt providedsecurities to any person or body corporate covered under the provisions of Section 186 ofthe Companies Act 2013.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1)OF THE COMPANIESACT. 2013

All related party transactions that were entered into during the financial year were atarm's length in the ordinary course of business and in compliance with the applicableprovisions of the Companies Act 2013 and the Listing Regulations. There were no materialtransactions made by the Company during the year that would have required Members'approval.

All related party transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained for the transactions which arerepetitive in nature.

The Company has adopted a policy to deal with related party transactions as approved bythe Board of Directors. The detail of related party transactions is attached as AnnexureD-7 in AOC-2.

VIGIL MECHANISM

The Company has established a Vigil Mechanism cum Whistle Blower Policy in terms ofSection 177 (10) of the Companies Act 2013 and also in terms of and also in terms ofRegulation 4 (2)

(d) and Regulation 22 of Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

(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;

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(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.

INDUSTRIAL RELATIONSHIPS

Relations between the Management and the employees at all levels have been cordial andthe Directors wish to express their appreciation for the cooperation and dedication of theemployees of the Company.

COMPLIANCE

The company has devised proper systems to ensure compliance of all laws applicable tothe company and the compliance reports issued by the Departmental Heads are placed beforethe Board every quarter confirming compliance by the Company with all applicable Laws.

LISTING AND LISTING REGULATIONS

The equity shares of the company are listed on the BSE Limited (BSE). The Company hasalso formulated the Policies as required under Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015:

The company is regular in paying the listing fee.

INSIDER TRADING

The Board of Directors has adopted The Code of Conduct for Prevention of InsiderTrading in accordance with the requirements of the SEBI (Prohibition of Insider Trading)Regulations 2015. The Insider trading policy of the company lays down guidelines andprocedures to be followed and disclosures to be made while dealing with shares of theCompany as well as the consequences of violation.

CEO/CFO CERTIFICATION

In accordance with Regulation 17 (8) read with Part B of Schedule V to the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 pertaining to corporate governance norms the Managing Director has submittednecessary certificate to the Board of Directors stating the particulars specified underthe said Clause. The certificate has been reviewed by the Audit Committee and taken onrecord by the Board of Directors.

DEMATERIALIZATION OF SHARES

As mentioned in Company's earlier Annual Reports the Company's Equity Shares are incompulsory Demat mode in terms of SEBI Guidelines. This has been facilitated througharrangement with NSDL and CDSL. About 50.56% of the shares of the Company are already indematerialized form. M/s Link Intime India Pvt. Ltd New Delhi is acting as the Registrarand Share Transfer Agents for this purpose and acts as common share agency in terms ofSEBI Guidelines.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

SUMS DUE TO MICRO. SMALL & MEDIUM ENTERPRISES

There is no liability towards principal and interest payable to Micro Small &Medium Enterprises as on 31st March 2021.

SUSTAINABILITY INITIATIVE

Your Company is conscious of its responsibility towards preservation of naturalresources and continuously takes initiatives to reduce consumption of electricity andwater.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCYCODE 2016 (IBC)

No Insolvency resolution process has been initiated/ filed by a financial oroperational creditor or by the company itself under the IBC before the NCLT.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation to valued Clients BankersStatutory Authorities and Employees of the company for their continued support &co-operation.

Date: 12.08.2021
Place: Mohali For and On behalf of the Board of Directors
Devine Impex Limited
Sd/-
Parvesh Kumar Oberoi
Chairman and Managing Director
DIN: 05245546

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