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Disha Resources Ltd.

BSE: 531553 Sector: Financials
NSE: N.A. ISIN Code: INE193D01019
BSE 00:00 | 17 Dec Disha Resources Ltd
NSE 05:30 | 01 Jan Disha Resources Ltd
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OPEN 5.36
CLOSE 5.36
VOLUME 25
52-Week high 5.36
52-Week low 5.36
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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Disha Resources Ltd. (DISHARESOURCES) - Director Report

Company director report

To

The members

Disha Resources Limited

Ahmedabad

Your Directors are pleased to present the 23rd Annual Report on the Business andOperation of the company along with the Audited Statement of Accounts for the FinancialYear ended on 31st March 2018.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The financial performance of the company for the Financial Year ended on 31st March2018 and for the previous financial year ended on 31st March 2017 is given below:

(Amount in Rs.)

Particulars 2017-2018 2016-2017
Revenue from operations 6797028 13410608
Other Income 3935271 0.00
Total revenue 10732299 13410608
Expenditure
Employee benefits expenses 864000 864000
Other expenses 8054686 11937254
Total expenses 8918686 12801254
Profit before exceptional and extra ordinary items and tax 1813613 609355
Profit before tax 1813613 609355
Tax expense :
Income tax for earlier years 0 (209090)
Provision for income tax 0 (300000)
Net profit for the year 1813613 100265
Earning Per Share (EPS)
Basic 0.25 0.01
Diluted 0.25 0.01

2. COMPANY PERFORMANCE:

The company altered the object clause there by enabling to carry on the businessrelating to Jewellery. The company has not yet commenced any business into this areatherefore no revenue was generated from the said business activity.

The altered activities along with the continuing one is expected to get good outcomeduring the current accounting year.

During the year under review the revenue from the sales of shares decreased to Rs.3717956 from 5899138 as compared to previous year 2016-17. The Company has not doneany business activity during the year except from Sales of Shares.

The Net Profit after Tax increased to Rs. 1813613 from Rs. 100265 as compared toprevious year 2016-17.

With this information the directors assure the stakeholders of the company to continuetheir efforts and enhance the overall performance of the company in the coming financialyear.

3. DIVIDEND:

Your directors do not recommend payment of any dividend for the financial year ended31st March 2018 in order to conserve the resources of the Company. The Company willretain the earnings for use in the operations for future projects and strive to increasethe net worth of the stakeholders.

4. CHANGE IN NATURE OF COMPANY BUSINESS:

As you are aware the Company Disha Resources Limited was originally incorporated on06th March 1995 with the Main Object as mentioned in the Memorandum of Association of theCompany which reflects that the Company is carrying on the business of Real estate andFinancing Activity.

The Directors decided to alter the Object clause of the Memorandum by deleting Realestate and Financing Activity and in addition to that add the new activity of buyingselling importing exporting and to deal in all kinds of gold silver platinum preciousand semi-precious metals or imitations stones diamonds pearls and gems ornaments orother article in the current line of business of the company and the same was approved intheir meeting held on 11th August 2017. The Shareholders of the company by way of specialresolution approved the same through postal ballot. The result of which was declared on20th September 2017.

5. 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 Mrs. MuktaMaheshwari (DIN: 00194635) retires by rotation at the ensuing Annual General Meeting andbeing eligible offers herself for re-appointment. Your directors recommend herre-appointment.

ii. Appointment/Cessation:

There was no appointment or cessation of any Directors during the year.

iii Key Managerial Personnel:

The following persons were designated as Key Managerial Personnel:

1) Mr. Vijaybhai Vrajlal Mehta- Chief Financial Officer (CFO)

2) Mr. Krishna Awtar Kabra - Managing Director.

6. 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.

7. 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.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS ORTRIBUNALS:

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. Noorder has been passed by any Regulators or Court or Tribunals which may have impact on theCompany`s operation in future.

9. 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.

10.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 are noparticulars to report for the Conservation of Energy & Technology Absorption. There isno foreign exchange earnings and outgo during the year under the review.

11. PERSONNEL :

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

12.AUDITORS AND THEIR REPORTS:

(A) STATUTORY AUDITORS:

The observations made in their report and dealt with in the notes forming part of theAccounts at appropriate places are selfexplanatory.

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 32nd 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 Accountants by members at Annual GeneralMeeting is not taken for approval of Shareholders in the ensuring Annual General Meeting.

(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 2017-18. 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 Accountant (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.

13.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 SecretarialAudit Report is as under.

Qualification/ Adverse Remark Explanation
The Company is yet to appoint the Company Secretary as specified under the provisions of Section 203 of the Companies Act 2013. The Company was not able to get a fit and proper candidate at remuneration commensurate with the size of the Company. The Company did make sufficient attempts to appoint full time Company Secretary however was unable to find / appoint any suitable candidate.

14.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"

15.LISTING OF SHARES:

The shares of the company are listed at Bombay Stock Exchange. Listing fees of StockExchanges is paid for the year 2017 - 2018.

16.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.

17.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.

18.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

"Annexure-C".

19.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.

20.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.

21.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 2018.

22.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.

23.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 (c) Mr. Vipul Vashi (d)Mr. Pradeep Kumar Dad

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

24.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) Rules2014 the extract of the annual return in form MGT-9 for the Financial Year ended on 31stMarch 2018 is annexed as "Annexure-D" to this Report andavailable on company's website: www.aacl.co.in

25.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 year2017-18 on following dates:

29.05.2017 11.08.2017 13.09.2017 13.11.2017 and 14.02.2018

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

26.CORPORATE SOCIAL RESPONSIBILITY:

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

27.DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND 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 made 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 2017-2018 the Company has not received any complaint ofsexual harassment.

28.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 Independent Directors at their separate meetings alsoevaluated the performance of the Board as a whole based on various criteria. The Board andthe Independent Directors were of the unanimous view that performance of the Board ofDirectors as 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 The Nominationand Remuneration Committee the performance of each independent director was evaluated bythe entire Board of Directors (excluding the director being evaluated) on variousparameters 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-independent directors(including the chair person) was evaluated by the Independent Directors at their separatemeeting. Further their performance was also evaluated by the Board of Directors. Thevarious criteria considered for the purpose of evaluation included leadership engagementtransparency analysis decision making functional knowledge governance and interest ofstakeholders. The Independent Directors and the Board were of the unanimous view that eachof the non-independent directors was providing good business and people leadership.

29. AUDIT COMMITTEE :

The Committee comprises of 3 Non-Executive Directors and the Chairman being anIndependent Director. The Composition of the Committee and attendance of the members isgiven hereunder:

Sr. No. Name of Members Member/ Chairman Number of meeting Entitled Number of meeting Attended
1. Mr. Dinesh A. Turakhia Chairman 5 5
2. Mr. Vipul Vashi Member 5 4
3. Mr. Pradeep Kumar Dad Member 5 5

During the year 5 meetings of the Audit Committee were held during the Financial year2017-18 on following dates:

29.05.2017 11.08.2017 13.09.2017 13.11.2017 and 14.02.2018

The Composition and the Terms of Reference of the Audit Committee is as mentioned inthe provisions of Section 177 of the Companies Act 2013 as amended from time to time.

30. NOMINATION AND REMUNERATION COMMITTEE:

The Committee comprises of 3 Non-Executive Directors and the Chairman being anIndependent Director.The company is having a Nomination and Remuneration Committeecomprising of the following members:

Name Position
Mr. Dinesh A. Turakhia Chairman
Mr. Vipul Vashi Member
Mr. Pradeepkumar Dad Member

During the Year under review no Nomination and Remuneration Committee Meetings wereheld.

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.

31. STAKEHOLDERS RELATIONSHIP COMMITTEE :

The Committee comprises of 3 Non-Executive Directors and the Chairman being anIndependent Director. The Composition of the Committee and attendance of the members isgiven hereunder:

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 3
3. Mr. Pradeepkumar Dad Member 4 4

During the year 4 meetings of the Stakeholder Relationship Committee were held duringthe Financial year 2017-18 on following dates:

29.05.2017 11.08.2017 13.11.2017 and 14.02.2018

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.

32. 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.

33. 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.

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

34.TRANSFER TO THE INVESTOR EDUCATION AND 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.

35.MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER

BALANCESHEET DATE:

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

36. 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 stakeholder inthe future.

Place : Ahmedabad For and on Behalf of Board of Directors
Date : 13.08.2018 Disha Resources Limited
Krishna Awtar Kabra
Chairman & Managing Director
DIN: 00650817