FOR THE FINANCIAL YEAR 2018-2019
Your directors have pleasure in presenting their 15th Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31st March 2019.
Financial Highlights (Standalone)
During the year under review the company has been able to make a satisfactory performance; a brief break up of the same is given as under: (Rupees)
|Particulars ||Year ended 31st March 2019||Year ended 31st March 2018|
|Profit before finance charges Tax||20085456||23254290|
|Less: finance Charges||16494116||13082148|
|Profit before Tax Depreciation/Amortization||3591340||10172142|
|Net Profit before Taxation||2013351||8154288|
|Provision for Tax and Deferred Tax||377109||2677323|
|Profit/(Loss) after tax||1636241||5476965|
|Provision for proposed dividend||NIL||NIL|
|Transfer to General Reserves||NIL||NIL|
State of Company's Affairs and Future Outlook
The Company is engaged in business of Trading and Manufacturing of Timber and Timber Products and continues to operate in the same segment. It has earned good returns during the financial year under review in all its activities.
2. Financial Review
During the performance under review the total income of the Company was recorded Rs. 282029727 as compared to Rs. 418295564 for the previous financial year. Whereas the Profit before tax reduced to Rs. 2013351 in the reporting year 2018-19 as compared to Rs. 8154288 in the financial year 2017-18.
Keeping in view the profit during the year and the need to conserve the resources of the Company the Board has decided not to recommend any dividend for the financial year 2018-19.
4. Transfer to reserves
During the year considering the operating performance of the Company your Company has transferred the profit in Reserve.
5. Share Capital
During the year under review the Authorised Share Capital of the Company stands at Rs. 110000000/- divided into 11000000 Equity Shares of Rs. 10 each. The Paid-up Share Capital of the Company is Rs. 9867290 /- divided into 986729 Equity Shares of Rs. 10/- each. There has been change in the Authorised or Paid-up Share Capital.
6. In terms of Rule 5(5)(iv) of the Companies (Accounts) rules 2014 the disclosures on subsidiaries companies is made hereunder:
There are no subsidiaries companies.
The equity shares of the company are to be listed under SME Platform on the BSE Ltd. which has nation-wide terminals.
8. Extract of the Annual Return
The details forming part of the extract of the Annual Return as on the financial year ended on March 31 2019 in form MGT-9 as required under section 92 of the Companies Act 2013 (hereinafter referred to as the Act) and Rule 12(1) of the Companies (Management and Administration) Rules 2014 as Annexure-I and forms integral part of the report.
9. Directors & Key Managerial Personnel
a. Non-Executive & Executive Directors -Non-independent.
Pursuant to Section 149 of the Companies Act 2013 read with the Rules made there under and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as the Listing Regulations/Regulations) the Independent Directors shall hold office for a period of up to 5 consecutive years and shall not be liable to retire by rotation. They may be appointed for a maximum of two consecutive terms of up to 5 years each.
In this connection all the Independent Directors of the Company viz: Mr. Vikash Kedia (Din: 08165666) Mrs. Sreejita Chowdhury (Din: 08185074) were appointed for a term of five consecutive years or till such earlier date to conform with the policy on retirement and as may be determined by any applicable statues rules regulations or guidelines from the conclusion of 15th Annual General Meeting of the Company.
b. Number of Meetings of the Board
The Board of Directors of the Company met five (5) times during the Financial Year under review i.e. on: 04/06/2018 03/07/2018 10/07/2018 27/07/2018 09/08/2018 03.12.2018 & 14.02.2019.
The Meetings were held in accordance with the provisions of the Act and the Listing Regulations 2015.
The details of the Meetings of the Board of Directors during the Financial Year 2018-19 is encompassed in the Corporate Governance Report which is annexed to the said Report.
c. Company Secretary.
Mr. Sumit Kumar Jain appointed as a Company Secretary of the Company w.e.f. 27/07/2018.
10. Disclosure pursuant to Section 177(8) of the Companies Act 2013
a. Composition of the Audit Committee.
The Audit Committee of the Company comprises of two Non-Executive Independent Directors and one Executive Director as on March 31 2019. The Committee is chaired by a Non-Executive Director Mr. Vikash Kedia (DIN- 08165666).
The details of the same are more fully provided in the Corporate Governance Report.
During the Financial Year under review the Committee met 2 times and all such meetings were held in accordance with the provisions of the Act and regulation 18 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
Further the Board of Directors has accepted all the recommendations of the Audit Committee in the Financial Year 2019-20.
b. Composition of the Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Company comprises of two Non-Executive Independent Directors and one Non Executive Director as on March 31 2019.
c. Composition of the Stakeholders Relationship Committee
The Stakeholders Relationship Committee consists of two Non-Executive Independent Directors and one executive Non-Independent Director as on March 31 2019.
11. Directors' Responsibility Statement
Pursuant to the provisions of section 134 (5) of the Act the Directors hereby confirm and state that:
a. In the preparation of Annual Accounts for the financial year ended March 31 2019 the applicable Accounting Standards have been followed along with the proper explanation relating to material departures if any.
b. The Directors have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on the Financial Year ended on March 31 2019 and of the profit and loss of the company for the year ended on March 31 2019;
c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d. The Directors have prepared the annual accounts on a going concern basis.
e. The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.
f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
12. Declaration by the Independent Directors
Section 149(7) of the Act requires every independent director to give a declaration that he/she meets the criteria of Independence at the first Board Meeting of every financial year. Accordingly the Company has taken on record the Statement of Declaration of Independence as submitted by all the Independent Directors.
13. Policy on Directors' Appointment &Remuneration
Pursuant to the provisions of Section 178(4) of the Act read with the Rules made thereunder and Listing Regulation 2015 the Nomination and Remuneration Committee has formulated the criteria for determining qualifications positive attributes and independence of a director and has further formulated a policy relating to the remuneration for Directors Key Managerial Personnel and other employees which has been duly approved by the Board of Directors.
While formulating the Policy the Nomination and Remuneration Committee has assured that: a. The level and composition of remuneration is reasonable and sufficient to attract retain and motivate directors of the quality required to run the Company successfully;
b. The relationship of remuneration to performance is clear and meets appropriate benchmarks; and
c. The remuneration to directors key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
The Nomination and Remuneration Policy is available on the website of the Company. Further The Nomination and Remuneration Policy of the Company is appended to the Directors Report in Annexure-II.
14. Auditors & Auditors' report
A. Statutory Auditors
To re-appoint of M/s. AMK & Associates. Chartered Accountants (Firm s Registration No. 327817E) CA Bhupendra Kumar Bhutia ( Partner) Membership No-059363 of Stesalit Tower Room No: 303 3rd floor E 2-3 Block EP & GP Sector-V Salt Lake Kolkata- 700091 as the Statutory Auditors of the Company from the conclusion of the 15th Annual General Meeting till the conclusion of the 19th Annual General Meeting of the Company and to authorize the Board of Directors to fix their remuneration and in this regard. Based on the recommendation of the Audit Committee the Board of Directors recommends their ratification to the shareholders.
B. Independent Auditors' Report
The Self Explanatory Independent Auditors Report does not contain any adverse remarks or qualification.
C. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act read with the Rules made thereunder Mr. Pankaj Kumar Modi (C.P. No. 12472 Membership No. 28600) Company Secretary in whole-time Practice was appointed for the issuance of the Secretarial Audit Report for the Financial Year ended March 312019.
D. Secretarial Audit Report
The Secretarial Audit Report is appended to the Boards Report in Annexure-III. The Report of the Secretarial Audit Report does not contain any adverse remark
16. Particulars of Loans guarantees or investments under section186.
Detail of Loans and Investment covered under Section 186 of the Companies Act 2013 are given in the notes to the Financial Statements.
17. Particulars of contracts or arrangements with related parties referred to in subsection of section 188 in the prescribed form.
All related party transactions contracts or arrangements that were entered into during the financial year under review were on an arms-length basis and in the ordinary course of business. The Company has adhered to its Policy on Related Party Transactions and Materiality of Related Party Transactions while persuing all Related Party transactions.
Further during the year the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
19. Material Changes and commitments if any affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.
No Material Changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this Directors Report.
20. Disclosure in terms of Rule 8(3) of the Companies (Accounts) Rules 2014 regarding Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo.
In terms of Section 134 (3) (m) of the Act read with the Rules made there under the Company has no activity relating to Conservation of Energy Technology Absorption.
Further during the year there was no Foreign Exchange Earnings and Outgo.
Therefore the Company is not required to make any disclosure as specified in Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014.
21. Risk Management Policy
In compliance with Section 134(3) (n) of the Act the Company has a Risk Management Policy which provides for the identification therein of elements of risk which in the opinion of the Board may threaten the existence of the Company.
Pursuant to Schedule IV (II)(4) of the Act the Independent Directors inter-alia amongst others review the system from time to time to ensure that Risk Management is robust and satisfactory.
Although not mandatory as a measure of good governance the Company has constituted a Risk Management Committee of the Board.
Further in terms of Regulation 17(9)(b) of Listing Regulations the Board of Directors is responsible for framing implementing and monitoring the Risk Management Plan of the Company and have delegated the power of monitoring and reviewing of the risk management plan to the Risk Management Committee.
The Risk Management Committee is responsible for laying down procedures to inform Board members about the risk assessment and minimization procedures.
22. Policy on Corporate Social Responsibility (CSR) Initiatives
Pursuant to provisions of Section 135 of the Act the Company is not required to constitute a Corporate Social Responsibility Committee or to undertake any CSR activities.
Therefore the Company is not required to make any disclosure as specified in Section 134(3) (o) of the Act.
23. Manner of formal annual evaluation by the Board of its own performance and that of its committees and individual directors.
Pursuant to Section 134(3) (p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules 2014 other applicable provisions of the Act and various applicable clauses of the Listing Regulations and the erstwhile Listing Agreement the disclosure regarding the manner of formal annual evaluation by the Board of its own performance and that of its various committees and individual directors is provided hereto: a. Evaluation Criteria
Pursuant to Part D of Schedule II of the Listing Regulations the Nomination and Remuneration Committee has formulated the criteria for evaluation of the performance of the Independent Directors and the Board. The Nomination and Remuneration Committee also identifies persons qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommends to the Board their appointment and removal and carries out the evaluation of every director s performance in accordance with Section 178(2) of the Act read with the Rules framed there under and Part D of Schedule II of the Listing Regulations.
The Board shall monitor & review the Board Evaluation Framework and evaluate the performance of all the Board Committees.
Further the Nomination and Remuneration Committee has formulated criteria for determining qualifications positive attributes and independence of a director and recommended to the Board a policy relating to the remuneration of the directors key managerial personnel and other employees. The details of the same are more fully described in the Corporate Governance Report.
Further the Nomination and Remuneration Committee has also devised a Policy on Board Diversity in accordance with Regulation 19(4) of the Listing Regulations.
Performance Evaluation of the individual directors
Pursuant to section 178(2) of the Act the Nomination and Remuneration Committee of the Company carries out the performance evaluation of the individual directors.
b. Board of Directors
A separate meeting of the Independent Directors of the Company was held on 14/02/2019 pursuant to Clause VII of Schedule IV to the Act and Regulation 25 of the Listing Regulations for transacting the following businesses as set forth in the Agenda:
1. Review the performance of the non-Independent Directors and the Board as a whole.
2. Review the performance of the Chairman of the Company taking into account the views of the Executive Directors and Non-Executive Directors.
3. Assessment of the quality quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
The same was perused in accordance with the Evaluation criteria determined by the Nomination and Remuneration Committee.
The Independent Directors of the Company in fulfilling their role and functions as specified in Clause II of Schedule IV to the Act help in bringing an objective view in the evaluation of the performance of the Board and management.
The Independent Directors expressed satisfaction over the performance of all the non-Independent Directors and the Chairman.
c. Performance Evaluation of the Independent Directors
Pursuant to Clause VIII of Schedule IV to the Act and Regulation 19 of the Listing Regulations read with Part D of Schedule II thereto the performance evaluation of the Independent Directors is perused by the entire Board of Directors excluding the director being evaluated.
On the basis of the report of performance evaluation the extension of the term of appointment or its continuance in respect of the independent directors is being considered.
d. Performance Evaluation of the Committee
The Board of Directors evaluates the performance of all the Board Committees based on the Company s Performance Evaluation Policy.
24. Nomination and Remuneration Policy
Based on the recommendation of the Nomination and Remuneration Committee the Board of Directors has adopted a Nomination and Remuneration Policy in terms of Section 178 of the Act read with Rules made there under and read with part-D of schedule II of the Listing Obligation as amended from time to time.
The shareholders may visit the Company s website to view. The Nomination and Remuneration Policy www.dikshagreens.com in detail.
25. Change in the nature business:
The Company is into business of rendering e-commerce and retail sale.
26. Details relating to deposits covered under Chapter V of the Act:
The Company has neither accepted during the year nor held at the end of the year any Public Deposit.
27. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.
The Audit Committee of the Company ensures that there is a direct relationship between the Company s objectives and the internal financial controls it implements to provide reasonable assurance about their achievement.
In this connection the Audit Committee in coordination with the Internal Audit Department periodically reviews the following:
a. Transactions are executed in accordance with the management s general or specific authorization;
b. All transactions are promptly recorded with the correct amount in the appropriate accounts and in the accounting period in which they are executed so as to permit preparation of financial information within a framework of recognized accounting policies and practices and relevant statutory requirements if any
c. Accountability of assets is adequately maintained and assets are safeguarded from unauthorized access use or disposition.
There is a proper allocation of functional responsibilities within the Company and it is ensured that the quality of personnel commensurate with their responsibilities and duties. Further proper accounting and operating procedures are followed to confirm the accuracy and reliability of accounting data efficiency in operation and safety of the assets. The regular review of work of one individual by another minimizes the possibility of fraud or error in the absence of collusion.
28. Disclosure pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014:
The Company has no employee whose remuneration exceeds the limit prescribed under Section 197 of the Act read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
The disclosure pursuant to Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided here in below:
In computing the various parameters Gross Salary has been considered. Gross Salary of the employees primarily encompasses Salary allowances and perquisites. Further while calculating the median those remunerations were included which were given throughout the year and the remuneration which were only for part of the year were excluded while comparing.
29. Vigil Mechanism/Whistle Blower Policy
The Vigil Mechanism/Whistle Blower Policy of the Company is aimed to provide a vigilance mechanism for the directors and employees of the Company to raise concern of any violations of legal or regulatory requirements incorrect or misrepresentation of any financial statements and reports etc. The purpose of this Policy is to encourage the Company s directors and employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. No personnel have been denied access to the Audit Committee. There were no instances of reporting under the Whistle Blower Policy.
The details of the Vigil Mechanism/Whistle Blower Policy is explained in the Corporate Governance Report and also disclosed on the website of the Company.
30. Insider Trading
The Codes pursuant to the SEBI (Prohibition of Insider Trading) Regulations 2015 and effective from 15th May 2015: a. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. b. Code of Conduct to Regulate Monitor and Report Trading.
The aforesaid Codes have been disclosed on the website of the Company.
31. Transfer of amount to Investor Education and Protection Fund (IEPF)
There is no amount pending for transfer to the Investor Education and Protection Fund in accordance to the provisions of the act.
32. Green Initiative
To support the Green Initiative in the Corporate Governance taken by the Ministry of Corporate Affairs to contribute towards greener environment and to receive all documents notices including Annual Reports and other communications of the Company investors should register their e-mail addresses with Cameo Corporate Services Ltd. Subramanian Building #1 Club House Road Chennai 600 002 India. Ph: 91-44 - 2846 0390 (5 lines) Fax : 91-44 - 2846 0129; E-mail : firstname.lastname@example.org shares are held in physical mode or with their DP if the holding is in electronic mode. Electronic Copies of the Annual Report and Notice of the Annual General Meeting are sent to all members whose e-mail addresses are registered with the Company/Depository Participant(s).For members who have not registered their email address physical copies of the Annual Report and Notice of the Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send their request to Mr. Rajesh Kumar Pirogiwal Whole-time Director of the Company. The Company is providing remote e-voting facility to all the members to enable them to cast their votes electronically on all the resolutions set forth in the Notice pursuant to Section 108 of the Act read with Rule 20 of the Company s (Management and Administration) Rules 2014 and the applicable provision(s) of the Listing Regulations.
33. Compliance to the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 read with the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Rules 2013.
The Company believes in creating a safe environment for the employees which is free from any discrimination. In adherence to the provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 read with the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Rules 2013 the Company has constituted an Internal Complaints Committee to look into the matters relating to sexual harassment at workplace. Mrs. Sreejita Chowdhury Non-Executive Independent Director is the Presiding Officer of the Committee.
In the event of any sexual harassment at workplace any woman employee of the Company may lodge complaint to Mrs. Sreejita Chowdhury in writing or electronically through e-mail at: email@example.com
During the period under review no complaints were received by the Company in terms of the aforesaid act.
34. Management's Discussion and Analysis
In accordance with the listing requirement the Management s Discussion and Analysis forms part of this Report.
Your Directors would like to express their appreciation for the continued co-operation and support by the Government of India various State Government departments Financial Institutions Banks and stakeholders including but not limited to shareholders customers and suppliers among others. Your directors take this opportunity to place on record their deep sense of appreciation for the total commitment dedication and hard work put in by the employees of the Company. Lastly your directors are deeply grateful for the continuous confidence and faith shown by the members of the Company.
|Place :Kolkata||For and on behalf of the Board of Directors|
|Rajesh Kumar Pirogiwal|