Disha Resources Ltd.
|BSE: 531553||Sector: Financials|
|NSE: N.A.||ISIN Code: INE193D01019|
|BSE 00:00 | 15 Dec||Disha Resources Ltd|
|NSE 05:30 | 01 Jan||Disha Resources Ltd|
|BSE: 531553||Sector: Financials|
|NSE: N.A.||ISIN Code: INE193D01019|
|BSE 00:00 | 15 Dec||Disha Resources Ltd|
|NSE 05:30 | 01 Jan||Disha Resources Ltd|
Disha Resources Limited
The Board of Directors (the "Board") of Disha Resources Limited ("yourCompany"/ "the Company") is pleased to present the 25th (Twenty Fifth) AnnualReport and the Audited Financial Statements of your Company for the financial year ended31st March 2020 ("financial year under review").
FINANCIAL SUMMARYAND HIGHLIGHTS;
The financial performance of the company for the Financial Year ended on 31st March2020 and for the previous financial year ended on 31st March 2019 is given below:
STATE OF AFFAIRS OF THE COMPANY AND PERFORMANCE;
The company's main object is to carry the business into the area of jewelry 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.
The Interest income and Dividend Income Increased to Rs.3485141/- from Rs.2936729/- as compared to previous year 2018-19.
The Net loss after Tax was Rs.4780272/-for the year 2019-20 compared to Net lossafter tax of Rs. 5816820/-forthe year 2018-19.
The directors assure the stakeholders of the company to continue their efforts andenhance the overall performance of the company in the coming financial year.
IMPACT OF COVID-19 PANDEMIC:
During the last month of the year under review COVID-19 pandemic developed rapidlyinto a global crisis forcing governments to enforce lockdowns. Due to the spread ofCOVID-19 and in accordance with the various initiatives and directions of both Central andState Govemment(s) from time to time including Janta curfew and subsequent nationwide lockdown the operations of the Company were suspended from March 22 2020. After 3rd May2020 the Company gradually started its business operations with minimum workforce.
The Company is closely monitoring the situation arising out of COVID-19 and resultantrestrictions imposed by the regulatory authorities. At this point of time it is notpossible either to foresee the duration for which this pandemic will last nor predict itscourse. Hence the Company is not in a position to assess with certainty the future impacton operations.
During the year under review there was no change in the Company's issued subscribedand paid-up equity share capital. On 31st March 2020 it stood at Rs. 73155000/- dividedinto 7315500 equity Shares of Rs. 10/- each. The Company has neither issued shares withdifferential rights as to dividend voting or otherwise nor issued shares (including sweatequity shares) to the employees or Directors of the Company under any Scheme. Nodisclosure is required under Section 67(3)(c) of Companies Act 2013 in respect of votingrights not exercised directly by the employees of the Company as the provisions of thesaid Section are not applicable
TRANSFERS TO RESERVE;
The Company does not propose to carry forward any amount to reserves of the company.
In view of the Losses for the financial year ended 31st March 2020 the Board ofDirectors regret their inability to recommend any dividend for the year 2019-20 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 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.
Mr. DineshkumarMaheshwari (DIN: 06701074) has resigned as Independent Directorwith effect from 28th September 2020. The Board of Directors places on record theinvaluable contribution made by Mr. Dinesh Kumar Maheshwari Director of the Companyduring his tenure of his appointment until his Cessation.
Mr. Jagdish Kabra (DIN:00482014) was appointed as an Additional Director in thecategory of Independent Non Executive w.e.f. 28th September 2020. Mr. Jagdish KabraAdditional Director holding office till this Annual General Meeting is proposed to beappointed as Independent Director for a period of 5 years. The necessary resolutionproposing his appointment as Independent Director has been proposed in the Noticeconvening the said Annual General meeting
iii. Re-appointment of Managing Director:
Mr. Krishna Awtar Kabra (DIN: 00650817) was appointed as the Managing Director of theCompany for a period of 5 years from 14th August 2015 upto 13th August 2020. The Boardon recommendation of the Nomination and Remuneration committee and after evaluating hisperformance and considering the Company's growth under his leadership approved hisre-appointment for a period of 5 years commencing 14th August 2020 subject to approval ofthe shareholders. Accordingly resolution seeking his re-appointment for further term of 5years forms a part of the notice convening the 25th Annual General Meeting.
iv. Key Managerial Personnel:
The following persons were designated as Key Managerial Personnel:
There was no change in the Key Managerial Personnel of the Company during FY 2020.
The company has compiled with the requirements of having Key managerial Personnel asper provisions of section 203 of the companies Act 2013.
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 companiesandjoint venture or ventures.
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 are noparticulars to report for the Conservation of Energy & Technology Absorption. There isno foreign exchange earnings and outgo during the year under the review.
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;
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.
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 2019-20. The Report of the Secretarial Auditor is annexed to thisReport as "Annexure A" which is self explanatory and gives completeinformation. The Secretarial Audit Report does not contain any qualification reservationor adverse remark.
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.
(D) COST RECORDS AND COST AUDITORS:
The provisions of Cost Audit and Records as prescribed under Section 148 of the Actare not applicable to the Company.
DISCLOSURE UNDER SECTION 197021 AND RULE 501 OF THE COMPANIES (APPOINTMENT ANDREMUNERATION 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 2019-20.
DIRECTORS RESPONSIBILITY 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 madejudgments 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.
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 "Annexure-C".
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 of which is furnished in Notes 3 &details of Investment made are furnished in notes No. 2 to the Financial Statements forthe year ended 31st March 2020.
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 BYINDEPENDENT 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 (upto 28.09.2020)
(b) Mr. VipulVashi
(c) Mr. Pradeep Kumar Dad
(d) Mr. Naveen Ashok Kumar Maheshwari
(e) Mr. JagdishKabra(w.e.f. 28.09.2020)
The Company has received requisite declarations/confirmations from all the aboveDirectors confirming their independence.
Your Board confirms that in their opinion the independent directors fulfill theconditions of the independence as prescribed under the SEBI (LODR) 2015 and they areindependent of the management. Further in the opinion of the Board the independentdirectors possess requisite expertise experience and integrity. All the independentdirectors on the Board of the Company are registered with the Indian Institute ofCorporate Affairs Manesar Gurgaon as notified by the Central Government under Section150(1) of the Companies Act 2013 and as applicable shall undergo online proficiencyself-assessment test within the time prescribed by the IICA.
DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT. 2013;
The Company has received the disclosure in Form DIR-8 from its Directors beingappointed or re-appointed and has noted that none of the Directors are disqualified underSection 164(2) of the Companies Act 2013 read with Rule 14(1) of Companies (Appointmentand Qualification of Directors) Rules 2014.
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 2020 is annexed as "Annexure-D" to this Report and available oncompany's website: www.aacl.co.in
FAMILIARISATION PROGRAMMES FORBOARD MEMBERS:
The independent Directors are provided with necessary documents brochures reports andinternal policies to enable them to familiarize with the Company's procedures andpractices. The Company undertook various steps to make the Independent Directors have fullunderstanding about the Company. The Company has through presentations at regularintervals familiarized and updated the Independent Directors with the strategyoperations and functions of the Company.
The details of such familiarization programmes have been disclosed on the Company'swebsite at 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 (Five) meetings of the Board Meeting were held during thefinancial year 2019-20 on following dates: 18.04.2019 28.05.2019 12.08.201913.11.2019 and 14.02.2020.
Requisite quorum was present during the meetings.
CORPORATE SOCIAL RESPONSIBILITY;
The Provision of Section 135 of the Companies Act 2013 regarding Corporate SocialResponsibility is not applicable to the company.
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 2019-2020 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:
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 thereunder and the SEBI(Listing Obligation and Disclosure Requirement) Regulation 2015.
(a) Independent Directors:
In accordance with the criteria suggested by the Nomination and Remuneration Committeethe performance of each independent director was evaluated by the entire Board ofDirectors (excluding the director being evaluated) on various parameters like engagementleadership analysis decision making communication governance and interest ofstakeholders. The Board was of the unanimous view that each independent director was areputed professional and brought his/her rich experience to the deliberations of theBoard. The Board also appreciated the contribution made by all the independent directorsin guiding the management in achieving higher growth and concluded that continuance ofeach independent director on the Board will be in the interest of the Company.
(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 separate meeting. Further theirperformance was also evaluated by the Board of Directors. The various criteria consideredfor the purpose of evaluation included leadership engagement transparency analysisdecision making functional knowledge governance and interest of stakeholders. TheIndependent Directors and the Board were of the unanimous view that each of thenon-independent directors was providing good business and people leadership.
The Committee comprises of 3 Non-Executive Director and the Chairman being anIndependent Director.
The Composition of the Committee and attendance of the members is given hereunder:
During the year 4(Four) meetings of the Audit Committee were held during the Financialyear 2019-20 on following dates: 28.05.2019 12.08.2019 13.11.2019 and 14.02.2020.Requisite quorum was present during the meetings.
The primary objective of the Audit Committee is to monitor and provide effectivesupervision of the management's financial reporting process to ensure accurate and timelydisclosures integrity and quality of financial reporting. The Committee oversees the workcarried out in the financial reporting process by the management the Statutory AuditorsInternal Auditor the Cost Auditor the Secretarial Auditor and notes the processes andsafeguards employed by each of them.
The Company Secretary of the Company Ms. Pankti Thakkar acted as Secretary of theCommittee. The Composition and the Terms of Reference of the Audit Committee is asmentioned in the provisions of Section 177 of the Companies Act 2013 as amended from timeto time.
NOMINATION AND REMUNERATION COMMITTEE;
The Committee comprises of 3 Non-Executive Director and the Chairman being anIndependent Director.The company is having aNomination and Remuneration Committeecomprising of the following members:
During the year under review 2 (Two) meetings of Nomination and Remuneration Committeewere held during the Financial year 2019-20 on following dates: 13.11.2019 and 14.02.2020.
Requisite quorum was present during all the meetings.
The primary objective of the Nomination and Remuneration Committee ("NRC") isto identify persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down including remuneration payableto the senior management recommend to the Board their appointment and carry outevaluation of every director's performance.
The Company Secretary of the Company Ms. Pankti Thakkar acted as Secretary of theCommittee. The Composition and the Terms of Reference of the nomination & RemunerationCommittee is as mentioned in the provisions of Section 178 ofthe Companies Act 2013 asamended from time to time.
STAKEHOLDERS RELATIONSHIP COMMITTEE;
The Committee comprises of 3 Non-Executive Director and the Chairman being anIndependent Director. The Composition of the Committee and attendance of the members isgiven hereunder:
During the year 2 (Two) meetings of the Stakeholder Relationship Committee were heldduring the Financial year 2019-20 on following dates: 28.05.2019 and 14.02.2020.
Requisite quorum was present during the meetings.
The Committee looks into the grievances of the Shareholders related to transfer ofshares payment of dividend and non receipt of annual report and recommends measure forexpeditious and effective investor service.
The Company Secretary of the Company Ms. Pankti Thakkar acted as Secretary of theCommittee. The Composition and the Terms of Reference of the Stakeholder RelationshipCommittee is as mentioned in the provisions of Section 178 of the Companies Act 2013 asamended from time to time.
The Company has duly appointed Registrar and Share Transfer Agent (R&T Agent) forservicing the shareholders holding shares in physical or dematerialized form. All requestsfor dematerialization of shares are likewise processed and confirmations thereof arecommunicated to the investors within the prescribed time. There were no complaintsreceived during the year ended 31st March 2020.
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.
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 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.
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.
CHANGE IN NATURE OF BUSINESS:
During the financial year under review there has been no change in the nature ofbusiness of the Company.
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.
The Directors regret the loss of life due to COVID-19 pandemic and have immense respectfor every person who risked their life and safety to fight this pandemic.