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Divinus Fabrics Ltd.

BSE: 538432 Sector: Others
NSE: N.A. ISIN Code: INE478P01018
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NSE 05:30 | 01 Jan Divinus Fabrics Ltd
OPEN 18.75
PREVIOUS CLOSE 18.75
VOLUME 2
52-Week high 144.00
52-Week low 18.75
P/E 468.75
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 18.75
CLOSE 18.75
VOLUME 2
52-Week high 144.00
52-Week low 18.75
P/E 468.75
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Divinus Fabrics Ltd. (DIVINUSFABRICS) - Director Report

Company director report

Dear Stakeholders

Your Directors present herewith the 33rd Annual Report of the Company for the yearended 31st March 2018.

FINANCIAL HIGHLIGHTSHIGHLIGHTS

(Amt. in Lakhs)
Particulars For the Year Ended 31.03.2018 For the Year Ended 31.03.2017
Sales 103.58 381.66
Other Income 15.57 17.23
Total Income 119.15 398.89
Total Expenditure 116.30 394.00
Profit/(Loss) before tax 2.86 4.89
Provision for Tax 0.76 1.51
Net Profit/(Loss) 2.12 3.38
Paid Up Share Capital 445.70 445.70

REVIEW OF OPERATION

During the year under review the Company has recorded total revenue of Rs. 119.15 Lakhas compared to Rs. 398.89 Lakh for the previous year. There is decrease in net profit incompare to previous year.

Your Company performed better during the year despite challenging economic conditionsYour Directors is of the opinion that the Company has the immense potential and adequateresources to achieve the rapid rate of growth in the coming years. Your Company hopes toincrease its presence in the business in other Geographical Regions in the coming yearswhich will significantly increase the top line and also its profitability.

CHANGE IN NATURE OF BUSNIESS

During the period under review the Company has not changes its nature of business.

BUSINESS STRATEGY

At Divinus Fabrics we are constantly striving to achieve higher goals and developingnew products/ applications with the aim of meeting the ever-changing needs of thediscerning customer. With a team of dedicated qualified professionals and Total QualityManagement we are able to deliver the right product to ensure total customersatisfaction. The Company continues to focus on quality and strives to exceed the customerexpectations at all times we have extended its scope of working by using alliedequipments.

We adhere to stringent quality control norms during all production stages right fromraw material sourcing till the shipment of goods. The whole procedures of quality controlare perceived by our in-house Quality Assurance and Control (QA&C) department.

INDUSTRIAL RELATIONS

Your Company has always considered its workforce as its valuable asset and continues toinvest in their excellence and development programs. Your Company has taken severalinitiatives for enhancing employee engagement and satisfaction.

DIVIDEND

The Board of Directors of your Company is of the opinion that during the year Companyhas not generated much profit and keeping in view the future fund requirements of theCompany your directors do not recommended any dividend for the financial year ended March31 2018. The Board assures you to present a much strong financial statements in comingyears.

SHARE CAPITAL

The issued subscribed and paid up capital of the Company is Rs. 44570040 (RupeesFour Crore Forty Five Lacs seventy Thousands Forty) divided into 44 57004 (Forty FourLakhs Fifty Seven Thousands Four) equity shares of Rs 10 each. There has been no change inthe share capital of the Company during the year.

RESERVE

The net movement in major reserves of the Company for Financial Year 2017-18 and theprevious year as follows:

Particulars 31/03/2018 31/03/2017
Surplus in Statement of Profit and Loss
Opening balance 3247864 2909886
Net Profit / (Loss) for the year 212153 337978
Excess / (Short) of Previous Years -
Sub Total 3460017 3247864
(-) Utilized for issue of Bonus Shares - -
(-) Tax on Dividend - -
Total 3460017 3247864

AUDITORS AND AUDITORS' REPORT

a. Statutory Auditor:

At the Annual General Meeting held on 29th September 2017 M/s Amit Manoj & Co.Chartered Accountants as the Statutory Auditors to hold the office till the conclusion ofAnnual General Meeting of the Company which is to be hold in the year 2022. In terms ofthe provisions of amended Section 139(1) of the Companies Act 2013 the appointment ofstatutory auditors shall not be for ratification at every Annual General Meeting.

Further Statutory Auditor of the Company has submitted Auditor's Report on theAccounts of the Company for the accounting year ended on 31st March 2018. The Auditor'sreport is self explanatory and requires no comments.

b. Secretarial Auditor

The Board has appointed M/S N S & Associates Companies Secretaries to conductSecretarial Audit under the provisions of Section 204 of the Companies Act 2013 for thefinancial year 2017-18.

The Secretarial Auditor of the Company have submitted their Report in form No. MR-3 asrequired under Section 204 of the Companies Act 2013 for the financial year ended 31stMarch 2018. The Secretarial Auditor Repot is annexed herewith and marked as Annexure Ito this Report. Explanation to the observation of Secretarial Auditor is as follows:

1. During the year under review Company has not appointed Company Secretary asrequired under section 203 of the Companies Act 2013.

Management Reply

Management of the Company assure you that Effective and Efficient steps will be takenby the Company in the Coming Financial Year to resolve and Comply all the above mentionedRemarks given by the Secretarial Auditor of the Company.

c. Internal Auditor

Your Company has re-appointed SUMIT MOHIT & CO. Chartered Accountants having FRN021502N as the internal auditor for the financial year 2017-18.

DIRECTORS AND KEYMANAGERIAL PERSONEL

APPOINTMENT AND RESIGNATION

During the financial year 2017-18 there was no change in the Directorship of theCompany. In accordance with the requirements of the Companies Act 2013 the Directorsliable to retire by rotation shall not include Independent Directors and AdditionalDirector hence the number of Directors whose office is liable to retire at the annualgeneral meeting are 1 namely:

1. Mr. Gagan Anand (Holding DIN No. 06957651

Mr. Gagan Anand the Director of the Company retires by rotation and being eligibleoffer himself for Re- appointment.

KEY MANAGERIAL PERSONNEL (KMPs)

Pursuant to provisions of Section 203 of the Companies Act 2013 Mr. Gagan AnandManaging Director & Chief Financial Officer is the Key Managerial Personnel of theCompany.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with rules made there under.

NON COMPLIANCE IN APPOINTMENT OF COMPANY SECRETARY OF THE COMPANY

As per the provisions of the section 203 of the Companies Act 2013 & otherapplicable laws a listed company has whole time company secretary in employment.

As per the records provided to us and examined by us the Company has not appointed awhole time Company Secretary

Management Reply

Management assure you that effective step will be taken in the coming year to appoint aCompany Secretary

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance andindividual directors pursuant to the provisions of the Companies Act 2013. Theperformance of the Board was evaluated by the Board on the basis of the criteria such asthe Board composition and structure effectiveness of Board process information andfunctioning etc. The Board and Nomination and Remuneration Committee reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of individual director to the Board and committee meetings like preparednesson the issue to be discuss meaningful and constructive contribution and inputs inmeetings etc. In a separate meeting of independent directors performance ofnon-independent director performance of the Board as a whole and performance of Chairmanwas evaluated.

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 II 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 III to this Report.

CORPORATE GOVERNANCE

Your Company believes and preached the Corporate Governance practices which are in linewith legal requirements of Regulation 27(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Companies Act 2013. The Company has adopted thepractices which are prevalent in the industry. Further Securities and Exchange Board ofIndia has exempted certain Companies from mandatory Compliance of provision of corporategovernance as provided under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.In view of the said exemption the separate section on corporategovernance is not provided.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provision of section 135 of the Companies Act 2013 which deals with CSR is notapplicable to your Company.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority. The following substantive Committees constituted bythe Board function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

DIRECTOR'S RESPONSIBILITY STATEMENT IN PURSUANCE OF SECTION 134(3)(C) OF THECOMPANIES ACT 2013

The financial statements are prepared in accordance with the Accounting standard asprescribed under Section 133 of the Companies Act 2013 (‘the Act') read with Rule 7of the

Companies (Accounts) Rules 2014 (as amended) the provisions of the Act (to the extentnotified) and guidelines issued by the Securities and Exchange Board of India (SEBI).There are no material departures from prescribed accounting standards in the adoption ofthese standards. The directors confirm that:

• In preparation of the annual accounts for the financial year ended March 312018 the applicable accounting standards have been followed.

• The directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period.

• The directors have taken proper and sufficient care towards the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

• The directors have prepared the annual accounts on a going concern basis.

• The directors have laid down internal financial controls which are adequate andare operating effectively.

• The directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating effectively.

DISCLOSURES:

A) EXTRACT OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 of the CompaniesAct 2013 read with Rule 12 of Companies (Management and Administration) Rules 2014 forthe financial year 2017-18 in Form No. MGT-9 is annexed herewith as Annexure-IV tothis Report.

B) MEETINGS OF THE BOARD

During the financial year ended March 31 2018 7 meetings of the Board of Directorswere held as against the statutory minimum requirement of 4 times. None of the two BoardMeetings have a gap of more than 120 days between them. The dates of meetings arementioned below:

Sr. No. Date Sr. No. Date
1. May 30 2017 5. November 10 2017
2. July 11 2017 6. February 13 2018
3. August 10 2017 7. March 30 2018
4. September 04 2017

C) COMPOSITION OF AUDIT COMMITTEE

The Audit Committee as on date comprises of three members including Mr. ArvindAgrawal Ms. Seema both are Independent Directors Mr. Kuldip Singh Non Executive Directorof the Company. Mr. Arvind Agrawal is heading the committee.

D) VIGIL MACHANISM/WHISTLE BLOWER POLICY

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.

E) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has zero tolerance towards sexual harassment at workplace. The Board ofDirectors has constituted an Internal Complaints Committee to consider and redresscomplaints of sexual harassment & also adopted a policy on prevention prohibition andredressal of sexual harassment at workplace in line with the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and therules framed there under. During the financial year 2017-18 the Company has received nocomplaints on sexual harassment.

F) INTERNAL FINANCIAL CONTROL

Internal financial control systems of the Company are commensurate with its size andthe nature of its operations. These have been designed to provide reasonable assurancewith regard to recording and providing reliable financial and operational informationcomplying with applicable accounting standards and relevant statutes safeguarding assetsfrom unauthorized use executing transactions with proper authorization and ensuringcompliance of corporate policies. The Company has a well defined delegation of authoritylimits for approving revenue as well as expenditures. Processes for formulating andreviewing annual and long term business plans have been laid down.

The Audit Committee deliberated with the members of the management considered thesystems as laid down and met the statutory auditors to ascertain inter alia their viewson the internal financial control systems. The Audit Committee satisfied itself on theadequacy and effectiveness of the internal financial control system as laid down and keptthe Board of Directors informed.

G) MATERIAL CHANGES AND COMMITMENT

In the year your Company not entered as such contract agreement or arrangement whichaffects the material position and financial position of the Company.

H) 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. Therisk management approach is based on a clear understanding of the variety of risks thatthe organization faces disciplined risk monitoring and measurement and continuous riskassessment and mitigation measures.

I) PATICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEES GIVEN AND SECURITY PROVIDED

Particulars of loans given investments made guarantees given and securities providedin the financial statements.

J) GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act 2013.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

4. The Managing Directors of the Company did not receive any remuneration or commissionfrom subsidiary.

5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

SUBSIDIARY & ASSOCIATE COMPANY

The Company does not have any subsidiary and associate Company.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUT 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 and forming part of theDirector's report for the year ended 31stMarch 2018 are given below :

A. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The provisions related conservation of energy does not apply to the Company thereforethe information as provided in Performa given in Form A under the Companies (Accounts)Rules 2014 is not given. However the Company is conscious about its responsibility toconserve energy power and other energy sources wherever possible. We emphasis towards asafe and clean environment and continue to adhere to all regulatory requirements andguidelines.

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

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

B. RESEARCH & DEVELOPMENT

Your company has not undertaken any research and development work during the year2017-18. However in order to minimize its cost and increase the quality of its projectsyour Company is trying to maintain highest standard of quality.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO.

Details of Foreign Exchange earnings and Outgo are given as below:-

Particulars Year 2018 (Amount) Year 2017 (Amount)
Foreign Exchange Earning Nil Nil
Foreign Exchange Outgoing Nil Nil

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments andDevelopment Authorities connected with the business of the Company Bankers of theCompany Housing Finance as well as other Institutions for their co-operation andcontinued support.

b) The Shareholders Depositors Suppliers and Contractors for the trust and confidencereposed and to the Customers for their valued patronage.

i) The Board also takes this opportunity to express its sincere appreciation for theefforts put in by the officers and employees at all levels in achieving the results andhopes that they would continue their sincere and dedicated Endeavour towards attainment ofbetter working results during the current year.

By the order of Board of Director of Divinus
Fabrics Limited
(Formerly known as Avishkar Finance Company
Limited)
Sd/- Sd/-
Date: 31.08.2018 Gagan Anand Arvind Agrawal
Place: New Delhi Managing Director Director
DIN: 06957651 DIN: 03035484