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Divinus Fabrics Ltd.

BSE: 538432 Sector: Others
NSE: N.A. ISIN Code: INE478P01018
BSE 00:00 | 26 May 37.60 0
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NSE 05:30 | 01 Jan Divinus Fabrics Ltd
OPEN 37.60
PREVIOUS CLOSE 37.60
VOLUME 2
52-Week high 40.60
52-Week low 22.50
P/E 208.89
Mkt Cap.(Rs cr) 17
Buy Price 36.05
Buy Qty 109.00
Sell Price 36.00
Sell Qty 998.00
OPEN 37.60
CLOSE 37.60
VOLUME 2
52-Week high 40.60
52-Week low 22.50
P/E 208.89
Mkt Cap.(Rs cr) 17
Buy Price 36.05
Buy Qty 109.00
Sell Price 36.00
Sell Qty 998.00

Divinus Fabrics Ltd. (DIVINUSFABRICS) - Director Report

Company director report

To

The Members

Your Directors are pleased to present to the valued stakeholders the 34thAnnual Report of Divinus Fabrics Ltd along with the Audited Financial Statements of theCompany for the Year ended March 31st 2019.

FINANCIAL HIGHLIGHTS- AT A GLANCE

• Overall Performance of your Company

• Your Company has earned Net Profit of Rs. 350200 /- (Rupees Three Lakh FiftyThousand Two Hundred) only in 2018-19 as against Net Profit of Rs. 212153 (Rupees TwoLakh Twelve Thousand and One Hundred Fifty Three only) in FY-2017-18.

• The financial summary performance highlights operations/state of affair of yourCompany for the year are summarized below:

(Amount in Rupees)

PARTICULARS

Standalone

2018-19 2017-18
Sales - 10358220
Other Income 1926173 1557152
Total Income 1926173 1557152
Total Expenditure 1452930 11629639
Profit/(Loss) before tax 473243 285733
Tax 123043 73580
Net Profit/(Loss) 350200 212153
Paid Up Share Capital 44570040 44570040

DIVIDEND

No Dividend was declared for the current financial year due to loss incurred by theCompany.

RESERVES

The net movement in major reserves of the Company for Financial Year 2018-19 and theprevious year as follows:

Particulars 31/03/2019 31/03/2018
Surplus in Statement of Profit and Loss
Opening balance 3460017 3247864
Net Profit / (Loss) for the year 350199 212153
Excess / (Short) of Previous Years - -
Sub Total 3810215 3460017
(-) Utilized for issue of Bonus Shares - -
(-) Tax on Dividend - -
Total 3810215 3460017

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared or paid by the Company theprovisions of Section 125 of the Companies Act 2013 do not apply.

DEPOSITS

During the year under review the Company has not accepted any deposits in terms of section73 of the Companies Act 2013 to be read with the Companies (Acceptance of Deposits)Rule 2014 as amended from time to time and also no amount was outstanding onaccount of principal or interest thereon as on the date of the Balance Sheet.

SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY

The Company is not having any Subsidiary Company/ Joint Venture/ Associate Companyduring the financial year 2018-2019. (Refer Annexure B)

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in a separate section of this Annual Report.

CHANGE IN NATURE OF BUSINESS

During the year under review there was no change in nature of business of the Company.

CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR

The details about the changes in Directors or Key Managerial Personnel by way ofAppointment Re - designation Resignation Death Dis-qualification variation made orwithdrawn etc. are as follows:

• During the financial year 2018-19 there was no change in the Directorship ofthe Company.

• Mr. Arvind Agarwal has been resigned from the Directorship of the Company w.e.f.13.08.2019

• Ms. Aayesha Imran Imran Shaikh has been appointed as Non-Executive IndependentDirector of the Company w.e.f. 29.05.2019

• Ms. Sima Devi has been appointed as Non-Executive Independent Director of theCompany w.e.f. 16.08.2019.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OFCOMPANIES ACT 2013

All Independent Directors have given declarations under section 149(7) that they meetthe criteria of Independence as laid down under section 149(6) of the Companies Act 2013and rules made there under to be read with SEBI (Listing Obligation & DisclosureRequirement) Regulation 2015.

DISCLOSURE OF CHANGE IN ACCOUNTING TREATMENT IN FINANCIAL STATEMENTS

During the period under review there were no changes in the Accounting treatment inthe Financial Statements for the financial year 2018-19 different from that as prescribedin Accounting Standards prescribed by the Institute of Chartered Accountants of India(ICAI).

EXTRACT OF ANNUAL RETURN

The details forming part of extract of Annual Return under sub section 3 of Section 92of the Companies Act 2013 in Form MGT-9 is annexed herewith as "AnnexureA"

NUMBER OF MEETINGS OF THE BOARD

During the year under review Six Board Meetings 5 Audit Committee Meetings SixNomination & Remuneration Committee Meetings one Stakeholders’ RelationshipCommittee Meetings were convened and held. All the Meetings including Committee Meetingswere duly held and convened and the intervening gap between two consecutive meetings waswithin the period prescribed under the Companies Act 2013 to be read with the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015.

No. of Board Meeting held during the year:

S. No. Date S. No. Date
1. 30.05.2018 4. 13.11.2018
2. 10.08.2018 5. 01.01.2019
3. 31.08.2018 6. 13.02.2019

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions ofsection 177 of the Companies Act 2013 to be read with Regulation 18 of the SEBI (ListingObligation & Disclosure Requirement) Regulation 2015. The Composition of AuditCommittee as off 31.03.2019 is given below:

S. No. Name Category Category (Whether Executive/Non- Executive/Independent Director)
1. Mr. Arvind Agrawal Chairman Non- Executive Independent Director
2. Ms. Seema Member Non- Executive Independent Director
3. Mr. Kuldip Singh Member Non-Executive Director

No. of Audit Committee Meeting held during the year

1. 30/05/2018 2. 10/08/2018
3. 31/08/2018 4. 13/11/2018
5. 13/02/2019

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line withthe provisions of section 178 of the Companies Act 2013 to be read with Regulation 19 ofthe SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015. TheComposition of the Committee is given below:

S. No. Name Category Category (Whether Executive/Non- Executive/Independent Director)
1. Mr. Arvind Agrawal Chairman Non- Executive Independent Director
2. Ms. Seema Member Non- Executive Independent Director
3. Mr. Kuldip Singh Member Non-Executive Director

No. of Nomination & Remuneration Committee Meeting held during the year

S. No. Date S. No. Date
1 30.05.2018 4 13.11.2018
2 10.08.2018 5 01.01.2019
3 31.08.2018 6 13.02.2019

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Stakeholders’ Relationship Committee of the Company is constituted in linewith the provisions of section 178 of the Companies Act 2013 to be read with Regulation20 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015.TheComposition of the Committee is given below:

S. No. Name Category Category (Whether Executive/Non- Executive/Independent Director)
1. Mr. Arvind Agrawal Chairman Non- Executive Independent Director
2. Ms. Seema Member Non- Executive Independent Director
3. Mr. Kuldip Singh Member Non-Executive Director

No. of Stakeholders Relationship committee meeting: 1. 31/08/2018

VIGIL MECHANISM COMMITTEE

The Company has established a Vigil Mechanism for its Directors and employees to reporttheir genuine concerns or grievances. The policy provides a framework for directors andemployees to report genuine concerns about unethical behavior actual or suspected fraudor violation of the Company's code of conduct or ethics policy. Protected disclosures canbe made by a whistle blower through an email or to the Chairman of the Audit Committee.The vigil mechanism/whistle blower policy can be accessed on the Company's website at thelink: www.divinusfabrics.com.

BOARD ANNUAL EVALUATION

The provisions of section 134(3)(p) of the Companies Act 2013 read with SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 mandate that a Formal AnnualEvaluation is to be made by Board of its own performance and that of its Committee andindividual Directors. Schedule IV of the Companies Act 2013 states that performanceevaluation of the Independent Director shall be done by Directors excluding the Directorbeing evaluated. The Board carried out a formal annual performance evaluation as per thecriteria/framework laid down by the Nomination & Remuneration Committee of the companyand adopted by the Board. The evaluation was carried out through a structured evaluationprocess to judge the performance of individual Directors including the Chairman of theBoard. They were evaluated on parameters such as their education knowledge experienceexpertise skills behavior leadership qualities level of engagement & contributionindependence of judgment decision making ability for safeguarding the interest of theCompany stakeholders and its shareholders.

The performance evaluation of the Independent Directors was carried out by the entireBoard except the participation of concerned Independent Director whose evaluation was tobe done. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent

Directors. The Board was satisfied with the evaluation process and approved theevaluation results thereof.

REMUNERATION POLICY FOR THE BOARD OF DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHEREMPLOYEES

In terms of the provisions of Section 178(3) of the Act and as per the ListingAgreement the Nomination and Remuneration Committee is responsible for formulating thecriteria for determining qualification positive attributes and independence of aDirector. The Nomination and Remuneration Committee is also responsible for recommendingto the Board a policy relating to the remuneration of the Directors Key ManagerialPersonnel and other employees. In line with this requirement the Board has adopted thePolicy on Board Diversity and Director Attributes and Remuneration Policy for DirectorsKey Managerial Personnel and other employees of the Company. The Remuneration Policy isannexed as Annexure to this report.

POLICY REGARDING THE APPOINTMENT OF BOARD OF DIRECTORS

The Board of Directors adopted uniform policy for the appointment of Director inpursuance of various provisions of Companies Act and Listing Agreement.

CRITERIA FOR DETERMINING QUALIFICATIONS. POSITIVE ATTRIBUTES AND INDEPENDENCE OF ADIRECTOR

The Nomination and Remuneration Committee has formulated the criteria for determiningqualifications positive attributes and independence of Directors in terms of provisionsof Section 178 (3) of the Act is annexed as Annexure to this Report.

CORPORATE GOVERNANCE REPORT

In pursuance of SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated September 15 2014Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 shall be applicable on those companies having paid up equity share capital exceedingRs.10 crore and Net Worth exceeding Rs.25 crore as on the last day of the previousfinancial year. The paid up share capital of your company not qualify the applicability ofRegulations of SEBI disclosure requirement. Therefore separate Report of CorporateGovernance is not attached herewith.

In spite of above said SEBI circular Your Company adopts best practices for corporategovernance disclosure standard and enhanced shareholder value while protecting theinterest of all other stakeholders including clients its employee. This has enabled yourCompany to earn the trust and goodwill of its investors business partners employees andthe communities in which it operates. Your directors believe that Company profitabilitymust go hand in hand with a sense of responsibility towards all stakeholders employee andcommunities.

STATUTORY AUDITOR SECRETARIAL AUDITOR & COST AUDITOR WITH THEIR QUALIFICATIONRESERVATION OR ADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS

A. STATUTORY AUDITOR

A written consent/certificate regarding eligibility for the appointment of M/s S.Agarwal & Co. Chartered Accountants as the Statutory Auditors in accordance withthe Rule 4 of the Companies (Audit and Auditors) Rule 2014 read with the provisions ofsection 139(2) of the Companies Act 2013 has been received by the company.

The Board on recommendation of the Audit Committee has proposed appointment of M/sS. Agarwal & Co. Chartered Accountants as the Statutory Auditors of the Companyto hold the office from the conclusion of ensuing Annual General Meeting till theconclusion of Annual General Meeting to be held in the financial Year 2024.

Qualification(s) and Directors' comments on the report of Statutory Auditor:

The Notes on Accounts and observations of the Auditors in their Report on the Accountsof the Company are self-explanatory and in the opinion of the Directors do not call forany further clarification(s). Also the report submitted by the Auditor is unqualified.

B. SECRETARIAL AUDITOR

Pursuant to provision of section 204 of the Companies act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rule 2014 the Companyhas appointed M/s. Ojha & Associates Practicing Company Secretaries toundertake Secretarial Audit of the Company.

The Secretarial Audit was conducted by M/s. Ojha & Associates Practicing CompanySecretary and the report thereon is annexed herewith as "Annexure G".

Qualification(s) and Directors' comments on the report of SecretarialAuditor:

No adverse observation(s) have been recorded by the Secretarial Auditor for the yearunder review in its report

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR

There were no instances of fraud that have been observed by the Statutory Auditorduring audit of the financial statements for the financial year 2018-19 which arerequired to be disclosed by the company in its Board Report under Section 143 (12) of theCompanies Act 2013.

PARTICULAR OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

The details of loans guarantees or investments made by the company if any pursuantto the provisions of section 186 of the Companies Act 2013 can be found in the balancesheet.

PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THECOMPAIES ACT 2013

All contracts/arrangements/transactions entered into during the financial year with therelated parties were on arm’s length basis and were in the ordinary course ofbusiness.

FINANCIAL POSITION

A) Issue of equity shares with differential voting rights

No equity shares with differential voting rights has been issued by the company duringthe financial year 2018-19

B) Issue of sweat equity shares

The Company has not issued sweat equity shares pursuant to provisions of Section 54read with Rule 8 of the Companies (Share Capital and Debenture) Rules 2014 during theFinancial Year.

C) Issue of employee stock options

The Company has not issued shares under employee’s stock options scheme pursuantto provisions of Section Rule 12(9) of the Companies (Share Capital and Debenture) Rules2014 so question does not arise about voting rights not exercised by employee during theyear under review.

D) Buy Back of Securities

The Company has not bought back any of its securities pursuant to the provisions ofSection 67 and Section 68 of the Companies Act 2013 during the year under review.

E) Voting Rights of Employees

During the year under review the company has not given loan to any employee forpurchase of its own shares as per section 67 (3) (c) of the Companies Act 2013. Thereforethe company is not required to make disclosure as per rule 6 (4) of the Companies (ShareCapital and Debentures) Rules 2014.

MATERIAL CHANGES AND COMMITMENTS IF ANY

There are no material changes or commitments noticed by the Board between the end offinancial year of the company as on 31st March 2019 and the date of thisReport.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

To the best of the Management’s knowledge no significant and material order(s)were passed by any regulator(s) or courts or tribunals which could impact the goingconcern status and company’s operation in future.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUT-GO

Information required to be given pursuant to section 134(3) (m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are given below:

• STEPS TAKEN FOR CONSERVATION OF ENERGY

The Company has been taking energy saving measures viz. Use of energy saver electricalequipments CFL fittings are provided inside the building for common area lighting in theprojects of the Company Efficient ventilation system in offices and the projects of theCompany.

Moreover your company emphasis towards a safe and clean environment and continue toadhere to all regulatory requirements and guidelines.

• TECHNOLOGY ABSORPTION

Your Company is engaged in to the business of trading of Fabrics. The business of theCompany does not require intense use of technology. Therefore no technology has beenabsorbed during the period under review. Further during the year Company has not importedany technology.

Our Company has not undertaken any research and development work during the year2018-19. However in order to minimize its cost and increase the quality of its productsyour Company is trying to maintain highest standard of quality.

• FOREIGN EXCHANGE EARNINGS AND OUTGO.

There was no foreign exchange inflow or Outflow during the year under review.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has formulated a Risk Management Policy whichaims at enhancing shareholders’ value and providing an optimum risk reward tradeoff.The risk management approach is based on a clear understanding of the variety of risksthat the organization faces disciplined risk monitoring and measurement and continuousrisk assessment and mitigation measures.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company does not fall under the criteria of net worth turnover or profit forapplicability of Corporate Social Responsibility (CSR) provisions as per Section 135 ofthe Companies Act 2013 hence the same are not applicable to the company for the periodunder review.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per Regulation 22 of the SEBI Regulations 2015 in order to ensure that theactivities of the Company & its employees are conducted in a fair & transparentmanner by adoption of highest standards of professionalism honesty integrity and ethicalbehavior the company has adopted a vigil mechanism policy. This policy is explained in"Corporate Governance Report" and is also posted on website of the company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of "The Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013" and Rules made there under yourCompany has constituted Internal Complaints Committee (ICC) at its workplaces. During theyear no complaints were filed with the Company.

CORPORATE GOVERNANCE REPORT

As per Reg. 34 of SEBI Regulation 2015 to be read with Part A of Schedule V of thesaid regulations a separate section on corporate governance practices followed by thecompany together with the certificate from the company’s Statutory Auditors/Practicing Company Secretary confirming compliance forms an integral part of this Report.

HUMAN RESOURCE

The relationship with employees continues to be harmonious. The company alwaysconsiders its human resource as its most valuable asset. Imparting adequate andspecialized training to its employees is ongoing exercise in the company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The company has in place a sound Internal Control System commensurate with the sizescale and complexity of its operations. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board. TheManagement monitors and evaluates the efficacy & adequacy of internal control systemin the Company in compliance with operating systems accounting procedure and policies.Bases on the report of internal audit function process owners undertake corrective actionin their respective areas and thereby strengthen the controls.

LISTING AGREEMENT

The shares of the Company are presently listed at BSE Ltd. (Bombay Stock Exchange).

All statutory dues including Annual Listing Fees for the Financial Year 2018-19 hasbeen paid (with interest if any payable) by the Company.

PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered byexecutives staff and other workers of the Company for their hard work dedication andcommitment. During the year under review relations between the Employees and theManagement continued to remain cordial.

CODE OF CONDUCT

The Board of Directors has laid down the code of conduct for all Board Members andmembers of the Senior Management of the Company. Additionally all Independent Directorsof the company shall be bound by duties of Independent Directors as set out in CompaniesAct 2013 to be read with SEBI Listing Regulations 2015.

All Board Members Key Managerial Personnel and Senior Management Personnel haveaffirmed compliance with the Code of Conduct.

PARTICULARS OF EMPLOYEES/DIRECTORS

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is as follows:

The company has for Executive Directors and remuneration paid to them is disclosed inMGT-9. Further no sitting fee has been paid to any director during the year.

The remuneration paid to all Key Managerial Personnel was in accordance with theremuneration policy as adopted by the company.

DIRECTOR’S RESPONSIBILITY STATEMENT

In terms of Section 134(3) of the Companies Act 2013 the Directors would like tostate as follows:

(a) In the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards have been followed along with proper explanation relatingto material departures and the annual accounts have been prepared in compliance with theprovisions of the Companies Act 2013;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively and

(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for assistance andco-operation received from the various stake holders including Financial InstitutionsBanks Governmental authorities and other business associates who have extended theirvaluable support and encouragement during the year under review.

Your Directors take the opportunity to place on record their deep appreciation of thecommitted services rendered by the employees at all levels of the Company who havecontributed significantly towards Company’s performance and for enhancing itsinherent strength. Your Directors also acknowledge with gratitude the encouragement andsupport extended by our valued stakeholders.

By Order of the Board of Directors
For Divinus Fabrics Limited (Formerly known as Avishkar Finance Company Limited).
Sd/- Sd/-
Gagan Anand Aayesha Imran Shaikh
(DIN: 06957651) (DIN: 06668559)
Date: 13/08/2019 Managing Director Director
Place: Delhi