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Disha Resources Ltd.

BSE: 531553 Sector: Financials
NSE: N.A. ISIN Code: INE193D01019
BSE 00:00 | 12 Feb Disha Resources Ltd
NSE 05:30 | 01 Jan Disha Resources Ltd
OPEN 9.98
PREVIOUS CLOSE 9.98
VOLUME 6
52-Week high 9.98
52-Week low 5.90
P/E
Mkt Cap.(Rs cr) 7
Buy Price 10.47
Buy Qty 94.00
Sell Price 9.51
Sell Qty 115.00
OPEN 9.98
CLOSE 9.98
VOLUME 6
52-Week high 9.98
52-Week low 5.90
P/E
Mkt Cap.(Rs cr) 7
Buy Price 10.47
Buy Qty 94.00
Sell Price 9.51
Sell Qty 115.00

Disha Resources Ltd. (DISHARESOURCES) - Director Report

Company director report

To

The members

Disha Resources Limited

(Formerly Known as Arihant Avenues and Credit Limited)

Ahmedabad

Your Directors are pleased to present the 24th Annual Report on the Business andOperation of the company along with the Audited Statement of Accounts for the FinancialYear ended on 31st March 2019.

FINANCIAL SUMMARY AND HIGHLIGHTS:

The financial performance of the company for the Financial Year ended on 31st March2019 and for the previous financial year ended on 31st March 2018 is given below:

(Amount in Rs.)

Particulars 2018 - 2019 2017 - 2018
Revenue from operations 13820743 6797028
Other Income - 3935271
Total revenue 13820743 10732299
Expenditure
Employee benefits expenses 864000 864000
Other expenses 18773563 8054685
Total expenses 19637563 8918685
Profit/(Loss) before exceptional and extra ordinary items and tax (5816820) 1813613
Profit/(Loss) before tax (5816820) 1813613
Tax expense :
Income tax for earlier years 0 0
Provision for income tax 0 0
Net profit/(Loss) for the year (5816820) 1813613
Earning Per Share (EPS)
Basic 7.29 0.25
Diluted 7.29 0.25

STATE OF AFFAIRS OF THE COMPANY AND PERFORMANCE:

The company's main object is to carry the business into the area of Jewellery LogisticServices Trading of waste paper recycling of paper coal and coal related products. TheCompany has not yet commenced any business into this area therefore no revenue wasgenerated from the said business activity.

During the year under review the revenue from the sales of shares Increased toRs.10884014/- from Rs. 3717956/- as compared to previous year 2017-18. The Interestincome and Dividend Income decreased to Rs. 2936729/- from Rs. 3079072/- as comparedto previous year 2017-18.

The Company has not done any business activity during the year except from Sales ofShares.

The Net loss after Tax Rs. 5816820/- for the year 2018-19 compare to Net Profit aftertax of Rs. 1813613/- for the year 2017-18.

The directors assures the stakeholders of the company to continue their efforts andenhance the overall performance of the company in the coming financial year.

TRASNFER TO RESERVE:

The Company does not propose to carry forward any amount to reserves of the company.

DIVIDEND:

In view of the Losses for the financial year ended 31st March 2019 the Board ofDirectors regret their inability to recommend any dividend for the year 2018-19 andaccordingly has not recommended/proposed declaration of any dividend.

DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED:

i. Retirement by Rotation:

Pursuant to the provisions of Section 152(6) of the Companies Act 2013 Mr.Neerajkumar Maheshwari (DIN: 01010325) retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment. Your directors recommendhis re-appointment.

ii. Cessation:

Mr. Dineshchandra Turakhia (DIN: 02689784) has resigned as Director with effect from18th March 2019. The Board Directors places on record the invaluable contribution made byMr. Dineshchandra Turakhia Director of the Company during his tenure of his appointmentuntil his Cessation.

iii. Appointment of Director:

Mr. Naveen Ashok Kumar Maheshwari (DIN: 05239915) was appointed as an AdditionalDirector w.e.f. 18th March 2019. Mr. Naveen Ashok Kumar Maheshwari Additional Directorholding office till ensuing Annual General Meeting is proposed to be appointed as Directorin accordance with provisions of section 160 of the Act. The necessary resolutionproposing his appointment as Director has been proposed in the Notice convening the saidAnnual General meeting

iv. Re-appointment of Independent Director:

The Board has at their meeting held on 18th March 2019 approved and proposed forapproval by the Shareholders at this ensuing AGM the re-appointment of Mr. DineshkumarMaheshwari as an Independent director of the Company for the Second term and accordinglyrequisite resolution is proposed for the approval of the shareholders at the ensuing AGM.

v. Key Managerial Personnel:

The following persons were designated as Key Managerial Personnel:

• Mr. Krishna Awtar Kabra Managing Director
• Mr. Vijaybhai Vrajlal Mehta Chief Financial Officer (CFO)
• Ms. Pankti Kashyapbhai Thakkar* Company Secretary(CS)

* The Company has appointed Ms. Pankti Thakkar as Company Secretary & Complianceofficer of the Company w.e.f. 18th March 2019. Ms. Pankti Thakkar aged 28 years headsSecretarial and Compliance departments of our company. She is qualified Company Secretaryfrom the Institute of Company Secretaries of India. She holds a degree in Bachelors ofCommerce. She has over 2 years of Post-qualification experience in the field ofSecretarial Compliance Legal Compliance and Corporate Governance.

DETAILS OF HOLDING /SUBSIDARY COMPANIES:

The Company didn't had any Holding/ Subsidiary/ Joint Ventures/ Associate Companies atthe start of the year during the year or at the end of the year and hence there is norequirement of giving the statement containing the salient feature of the financialstatement of the company's subsidiary or subsidiaries associate company or companies andjoint venture or ventures.

DEPOSIT:

The Company has not invited/ accepted any deposit within the meaning of Chapter V otherthan the exempted deposit as prescribed under the provision of the Companies Act 2013 andthe rules framed there under as amended from time to time. Hence there are no particularsto report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts)Rules 2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR

COURTS OR TRIBUNALS:

During the year under review there were no significant and material orders passed byany Regulators or Court or Tribunals which may have impact on the going concern status orwhich may have impact on the Company`s operation in future.

INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company. The Company has adoptedthe policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies safeguarding of its assetsprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO :

Pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8 ( 3 ) ofCompanies ( Accounts ) Rules 2014 the Board of Directors hereby declare that there areno particulars to report for the Conservation of Energy & Technology Absorption.

There is no foreign exchange earnings and outgo during the year under the review.

PERSONNEL:

There was no employee drawing remuneration requiring disclosure under Rule 5(2) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

AUDITORS AND THEIR REPORTS:

(A) STATUTORY AUDITORS:

At 22nd Annual General Meeting held on 28th September 2017 the members approvedappointment of M/s. S.N Shah & Associates Chartered Accountants to hold office fromthe conclusion of the 22nd Annual General Meeting until the conclusion of the 27th AnnualGeneral Meeting (subject to the ratification of the appointment by the members at everyAnnual General Meeting held after the 22nd Annual General Meeting) on such remuneration asmay be fixed by the Board apart from reimbursement of out of pocket expenses as may beincurred by them for the purpose of audit.

The Ministry of Corporate Affairs vide its notification dated 07th May 2018 hadomitted first proviso to section 139(1) regarding ratification of appointment of auditorsby members at every annual general meeting. Therefore the Resolution for the ratificationof M/s. S.N Shah & Associates (Firm Registration No. 109782W) Chartered Accountantsby members at Annual General Meeting is not taken for approval of Shareholders in theensuring Annual General Meeting.

The notes on financial statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The report does not contain anyqualification reservation or adverse remark.

(B) SECRETARIAL AUDITORS:

The Board of Directors of the Company has in compliance with the provisions of Section204(1) of the Companies Act 2013 and rules made in this behalf appointed M/S. Umesh Ved& Associates Company Secretaries to carry out Secretarial Audit of the Company forthe financial year 2018-19. The Report of the Secretarial Auditor is annexed to thisReport as "Annexure A" which is self explanatory and give completeinformation.

(C) INTERNAL AUDITORS:

The Board of Directors has appointed Mr. Harsh Jaju Chartered Accountants (M.No.:140613) as Internal Auditors of the Company. The Audit Committee of the Board of Directorsin consultation with the Internal Auditors formulate the scope functioning periodicityand methodology for conducting the internal audit.

EXPLANATION TO THE QUALIFICATIONS IN AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT:

There are no qualifications or adverse remarks in the Auditor's Report. Explanation onqualification adverse remark made in Secretarial Audit Report is as under.

Qualification/ Adverse Remark Explanation
As per the provisions of Section 203 of the Companies Act 2013 the Company has appointed Company Secretary and Compliance Officer w.e.f 18th March 2019. The Company has appointed Ms. Pankti Thakkar as a Company Secretary and Compliance officer w.e.f. 18th March 2019.

DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES

(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

There was no employee drawing remuneration requiring disclosure under section 197(12)and Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. Required details are annexed to this Report as "Annexure B"

LISTING OF SHARES:

The Equity Shares of the Company are listed on the Bombay Stock Exchange with securityID/symbol of DRL.

The Company confirms that the annual listing fees of Bombay Stock Exchange is paid forthe year 2018-19.

DIRECTORS RESPONSIBITLY STATEMENT:

As required under the provisions of Section 134 of the Companies Act 2013 to the bestof their knowledge and belief the Board of Directors hereby submit that:

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.

(b) The Directors have 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 profits of the Company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 as required by Explanationto Section 134(5)(e) of the Act to be followed by the Company and such internal financialcontrols are adequate and are operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisionsof applicable laws and such systems are adequate and operating effectively.

CORPORATE GOVERNANCE:

The Regulation 27(2)(a) of SEBI(Listing Obligation and Disclosure Requirement)Regulations 2015 regarding Corporate Governance is not applicable to the Company thepaid-up capital of the company being less than Rs.10 crores and net worth less than 25crores the threshold limit as prescribed therein.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review asstipulated under Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed as "AnnexureC".

COMPLIANCE WITH THE SECRETARIAL STANDARD:

The Company has complied with all the provisions of Secretarial Standards on BoardMeetings and General Meetings issued by the Institute of Company Secretaries of India.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the year under report wereon an arm's length basis and in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company during the year which may havepotential conflict with the interest of the Company. There are no material related partytransactions which are not in ordinary course of business or which are not on arm's lengthbasis and hence there is no information to be provided as required under Section 134(3)(h)of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014.The Board has approved a policy for related party transactions which has been uploaded onthe Company's website. Related Party Transactions Policy is available on the Company`sWebsite. The details of the related party transactions are provided in the notes to theaccounts. Members are requested to refer the same.

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

During the year the Company has not provided any loan/ guarantee/security or made anyinvestments which fall under the provisions of Section 186 of the Companies Act 2013.However the company has provided Loan the details are furnished in Notes 6 to theFinancial Statements for the year ended 31st March 2019.

RISK MANAGEMENT POLICY

The Company has a structured risk management policy. The Risk management process isdesigned to safeguard the organization from various risks through adequate and timelyactions. It is designed to anticipate evaluate and mitigate risks in order to minimizeits impact on the business. The potential risks are inventoried and integrated with themanagement process such that they receive the necessary consideration during decisionmaking. It is dealt with in greater details in the management discussion and analysissection.

DECLARATION BY INDEPENDENT DIRECTORS:

The following Directors are independent in terms of Section 149(6) of the CompaniesAct 2013 and the SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015:

(a) Mr. Dineshkumar Maheshwari

(b) Mr. Dineshchandra Turakhia (upto 18.03.2019)

(c) Mr. Vipul Vashi

(d) Mr. Pradeep Kumar Dad

(e) Mr. Naveen Ashok Kumar Maheshwari (w.e.f 18.03.2019)

The Company has received requisite declarations/ confirmations from all the aboveDirectors confirming their independence.

EXTRACT OF THE ANNUAL RETURN

Pursuant to provision of Section 92 and 134 and other applicable provision of theCompanies Act 2013 and of Rule 12 (1) of Companies (Management and Administration )Rules 2014 the extract of the annual return in form MGT-9 for the Financial Year ended on31st March 2019 is annexed as "Annexure D" to this Report and availableon company's website: www.aacl.co.in

NUMBER OF BOARD MEETINGS:

The calendar of meetings to be held in a year is decided in advance by the Board andcirculated to the Directors. The gap between two consecutive meetings was not more thanone hundred and twenty days as provided in section 173 of the Companies Act 2013.

During the year 5 meetings of the Board Meeting were held during the financial year2018-19 on following dates:

30.05.2018 13.08.2018 13.11.2018 14.02.2019 and 18.03.2019.

Sr. No. Name of Director/KMP DIN Number of meeting Entitled Number of meeting Attended
1. Mr. Krishna Awtar Kabra 00650817 5 5
2. Mr. Dineshchandra Turakhia* 02689784 5 5
3. Mr.Dineshkumar Maheshwari 06701074 5 5
4. Mrs. Mukta Maheshwari 00194635 5 5
5. Mr. Vipul Vashi 06930448 5 4
6. Mr. Pradeep Kumar Dad 07658899 5 5
7. Mr. Neerajkumar Maheshwari 01010325 5 5

* Mr. Dineshchandra Turakhia has resigned as Director.

CORPORATE SOCIAL RESPONSIBILITY:

The Provision of Section 135 of the Companies Act 2013 regarding Corporate SocialResponsibility is not applicable to the company.

SHARE CAPITAL:

The paid up Equity Share Capital as at 31st March 2019 remained at Rs. 73155000/-.During the period under report your Company has not issued any share including SweatEquity Convertible Debentures.

REPORTING OF FRAUD:

During the year under review there was no instance of any fraud which has been reportedby any Auditor to the Audit Committee or the Board.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.

The Company always endeavours to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment. The Company has in place arobust policy on prevention of sexual harassment at workplace. The policy aims atprevention of harassment of employees as well as contractors and lays down the guidelinesfor identification reporting and prevention of sexual harassment.

During the Financial Year 2018-2019 the Company has not received any complaint ofsexual harassment.

ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and voluntarily under SEBI (LODR)Regulations 2015 the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by The Nomination and Remuneration Committeethe Board of Directors evaluated the performance of the Board having regard to variouscriteria such as Board composition Board processes Board dynamics etc. The IndependentDirectors at their separate meetings also evaluated the performance of the Board as awhole based on various criteria. The Board and the Independent Directors were of theunanimous view that performance of the Board of Directors on a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee the Nomination and Remuneration Committee TheStakeholder Relationship Committee was evaluated by the Board having regard to variouscriteria such as committee composition committee processes committee dynamics etc. TheBoard was of the unanimous view that all the committees were performing their functionssatisfactorily and according to the mandate prescribed by the Board under the regulatoryrequirements including the provisions of the Act the Rules framed there under and theSEBI (Listing Obligation and Disclosure Requirement) Regulation 2015

Individual Directors:

(a) Independent Directors: In accordance with the criteria suggested by TheNomination and Remuneration Committee the performance of each independent director wasevaluated by the entire Board of Directors (excluding the director being evaluated) onvarious parameters like engagement leadership analysis decision making communicationgovernance and interest of stakeholders. The Board was of the unanimous view that eachindependent director was a reputed professional and brought his/her rich experience to thedeliberations of the Board. The Board also appreciated the contribution made by all theindependent directors in guiding the management in achieving higher growth and concludedthat continuance of each independent director on the Board will be in the interest of theCompany.

(b) Non-Independent Directors: The performance of each of the non-independentdirectors was evaluated by the Independent Directors at their separate meeting. Furthertheir performance was also evaluated by the Board of Directors. The various criteriaconsidered for the purpose of evaluation included leadership engagement transparencyanalysis decision making functional knowledge governance and interest of stakeholders.The Independent Directors and the Board were of the unanimous view that each of thenon-independent directors was providing good business and people leadership.

AUDIT COMMITTEE:

The Committee comprises of 3 Non-Executive Director the Chairman being an IndependentDirector. The Composition of the Committee and attendance of the members is givenhereunder:

Sr. No. Name of Members Member/ Chairman Number of meeting Entitled Number of meeting Attended
1. Mr. Dinesh A. Turakia* Chairman 4 4
2. Mr. Vipul Vashi Member 4 4
3. Mr. Pradeep Kumar Dad Member 4 4
4. Mr. Naveen Maheshwari# Member 0 0

During the year 4 meetings of the Audit Committee were held during the Financial year2018-19 on following dates:

30.05.2018 13.08.2018 13.11.2018 and 14.02.2019

The Composition and the Terms of Reference of theAudit Committee is as mentioned in theprovisions of Section 177 of the CompaniesAct 2013 as amended from time to time.

* Mr. Dineshchandra Turakhia has resigned as Director w.e.f. 18th March 2019.

# The Committee was reconstituted on 28th May 2019 due to resignation of Mr. DineshTurakia as Chairman of the Committee and Mr. Naveen Maheshwari was appointed as memberw.e.f. 28th May 2019.

NOMINATION AND REMUNERATION COMMITTEE:

The Committee comprises of 3 Non-Executive Director the Chairman being an IndependentDirector.The company is having a Nomination and Remuneration Committee comprising of thefollowing members:

Name Position
Mr. Dinesh A. Turakia* Chairman
Mr. Vipul Vashi Member
Mr. Pradeepkumar Dad Member
Mr. Naveen Maheshwari# Member

During the Year under review 1 meeting of Nomination and Remuneration Committee washeld during the Financial year 2018-19 on 18th March 2019

The Composition and the Terms of Reference of the Nomination and Remuneration Committeeis as mentioned in the provisions of Section 178 of the Companies Act 2013 as amendedfrom time to time.

* Mr. Dineshchandra Turakhia has resigned as Director w.e.f. 18th March 2019.

# The Committee was reconstituted on 28th May 2019 due to resignation of Mr. DineshTurakia as Chairman of the Committee and Mr. Naveen Maheshwari was appointed as memberw.e.f. 28th May 2019.

STAKEHOLDERS RELATIONSHIP COMMITTEE :

The Committee comprises of 3 Non-Executive Director the Chairman being an IndependentDirector. The Composition of the Committee and attendance of the members is givenhereunder:

Sr. No. Name of Members Member/ Chairman Number of meeting Entitled Number of meeting Attended
1. Mr. Dinesh A. Turakia* Chairman 4 4
2. Mr. Vipul Vashi Member 4 4
3. Mr. Pradeepkumar Dad Member 4 4
4. Mr. Naveen Maheshwari# Member 0 0

During the year 4 meetings of the Stakeholder Relationship Committee were held duringthe Financial year 2018-19 on following dates:

30.05.2018 13.08.2018 13.11.2018 and 14.02.2019

The Composition and the Terms of Reference of the Stakeholder Relationship Committee isas mentioned in the provisions of Section 178 of the Companies Act 2013 as amended fromtime to time.

* Mr. Dineshchandra Turakhia has resigned as Director w.e.f. 18th March 2019.

# The Committee was reconstituted on 28th May 2019 due to resignation of Mr. DineshTurakia as Chairman of the Committee and Mr. Naveen Maheshwari was appointed as memberw.e.f. 28th May 2019.

VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act 2013 the company has adopted WhistleBlower Policy to deal with any instance of fraud and mismanagement. The employees of thecompany are free to report violations of any laws rules regulations and concerns aboutunethical conduct to the Audit Committee under this policy. The policy ensures that strictconfidentiality is maintained whilst dealing with concerns and also that no discriminationwith any person for a genuinely raised concern.

POLICIES:

In accordance with the requirements of the Companies Act 2013 and SEBI (LODR)Regulations 2015 the Board of Directors of the Company has framed the followingpolicies:

1. Materiality of Information Policy

2. Policy for Preservation of Documents

3. Code for Fair Disclosure of UPSI

4. Person Authorised for determining the materiality of any event or transaction orinformation

5. Whistle Blower Policy

6. Nomination & Remuneration Policy.

7. Code of conduct

8. Code of Practices and Procedures for Fair Disclosures of Unpublished Price SensitiveInformation (UPSI)

9. Policy for Determination of Legitimate purpose for Disclosures of Unpublished PriceSensitive Information (UPSI)

All the above policies have been displayed on the website of the Company vizwww.aacl.co.in

TRANSFER TO THE INVESTOR EDUCATION & PROTECTION FUND:

During the year under review the provisions of Section 125(2) of the Companies Act2013 do not apply as there was no dividend declared and paid in last seven years so theCompany was not required to transfer any amount to the Investor Education and ProtectionFund (IEPF) established by the Central Government pursuant to the provision of Section 125(e) of the Companies Act 2013 as there is no amount unclaimed for a period of 7 yearsfrom the date it became due for repayment.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER BALANCE SHEET DATE:

There are no material changes and commitments which may have adverse effect on theoperations of the Company.

APPRECIATION:

Your Directors would like to express their sincere appreciation for the co-operationand assistance received from the Banker Regulatory Bodies and other Business associateswho have extended their valuable sustained support and encouragement during the year underreview.

Your Directors take this opportunity to recognize and place on record their gratitudeand appreciation for the commitment displayed by all executive officers and staff at alllevels of the company. We look forward for the continued support of every stakeholders inthe future.

For and on Behalf The Board of Directors of Disha Resources Limited
(Formerly known as Arihant Avenues and Credit Limited)
Place : Ahmedabad Krishna Awtar Kabra
Date : 12.08.2019 Chairman & Managing Director
DIN: 00650817