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Divya Jyoti Industries Ltd.

BSE: 526285 Sector: Industrials
NSE: N.A. ISIN Code: INE666B01018
BSE 00:00 | 24 Feb Divya Jyoti Industries Ltd
NSE 05:30 | 01 Jan Divya Jyoti Industries Ltd
OPEN 4.45
PREVIOUS CLOSE 4.45
VOLUME 50
52-Week high 5.74
52-Week low 4.45
P/E
Mkt Cap.(Rs cr) 5
Buy Price 4.47
Buy Qty 1.00
Sell Price 4.47
Sell Qty 200.00
OPEN 4.45
CLOSE 4.45
VOLUME 50
52-Week high 5.74
52-Week low 4.45
P/E
Mkt Cap.(Rs cr) 5
Buy Price 4.47
Buy Qty 1.00
Sell Price 4.47
Sell Qty 200.00

Divya Jyoti Industries Ltd. (DIVYAJYOTIINDS) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 27th Annual Report and theCompany's Audited Financial Statements for the Financial Year ended 31st March2019.

FINANCIAL HIGHLIGHTS

The Company's financial performance for the year ended on 31st March 2019is summarized below:

(Rs. In Lacs)
Particulars 2018-19 2017-18
Revenue from Operations 195.94 12147.43
Add: Other Income 34.35 10.43
Total Revenue 230.29 12157.86
Earnings Before Finance cost & Depreciation & Tax 982.06 646.35
Less: Finance Costs 70.89 428.16
Profit Before Depreciation 911.17 218.19
Less: Depreciation and amortization Expenses 9.16 122.60
Profit Before Tax (PBT) 902.01 95.59
Less: (a) Current Tax 0.00 38.29
(b) Deferred Tax (.96) (6.50)
Profit After Tax (PAT) (901.05) 63.80
Add: Profit Brought Forward 1105.33 1041.53
Less: Transferred during the year 0.00 0
Profit Available for Appropriation 204.28 1105.33

BUSINESS PERFORMANCE AND THE STATE OF COMPANY AFFAIRS

During the year under review your Company has recorded total revenue of Rs. 230.29Lacs. The consolidated revenue from operations of the Company for the year ended 31stMarch 2019.

DIVIDEND

The Company has not declared dividend for the period under review due to losses.

ANNUAL RETURN

In compliance with section 92(3) section 134 (3) (a) and rule 11 of the Companies(Management and Administration) Rules 2014 and the Companies Amendment Act 2017 theannual return for the financial year 2018-19 is available on the website of the Company onthe weblink http://divyajyoti.net/AGM/ANNUAL%20REPORT%202018- %202019.pdf.

COMPOSITION AND MEETINGS OF THE BOARD

Currently the Board has three committees: the Audit Committee the Nomination &Remuneration Committee and the Stakeholders' Relationship Committee. A detailed note onthe composition of the Board and its committees is provided in the Corporate GovernanceReport forming part of this Annual Report.

7 (Seven) meetings of the Board of Directors were held during the year. The details ofBoard and Committee meetings are mentioned in the Corporate Governance Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. Reappointment of Director

Based on recommendation of Nomination and Remuneration Committee and Audit CommitteeMr. Girdhari R Nyati (DIN: 00118079) Whole Time Director of the Company whose period ofappointment as Whole Time Director.has expired on 28th September 2019 wasreappointed as Whole-time Director in the Board Meeting held on 8th August2019 subject to the approval of members at this Annual General Meeting. Necessaryresolution seeking approval of the members for re-appointment of Mr. Girdhari R Nyati asWhole time Director has been incorporated in the Notice of the ensuing Annual GeneralMeeting.

2. Retire by rotation of Director

In accordance with the provisions of Companies Act 2013 and Articles of Association ofthe Company Mr. Gopal Nyati (DIN: 00784071) Whole Time Director retires by rotation andbeing eligible offers himself for reappointment & the declaration has been receivedfrom him certifying that he meets with criteria of appointment and holding office ofDirector thereto.

3. Resignation of Director

During the period under review Mr. Johnney Paul (DIN: 02302980) has resigned fromdirectorship of the Company on 5th February 2019.

4. Key Managerial Personnel

During the year Ms. Suruchi Maheshwari has resigned from the post of Company Secretaryand Compliance officer (KMP) w.e.f 4th December 2018 and Ms. Nupur Mehta wasappointed as Company Secretary and Compliance officer (KMP) of the Company w.e.f 28thJanuary 2019.

INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he meets the criteria of independence aslaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

MEETING OF INDEPENDENT DIRECTORS

During the year under review the Independent Directors met on Thursday the 4stday of February 2019 inter alia carried on the following business:

(i) Evaluation of the performance of Non-Independent Directors and the Board ofDirectors as a whole;

(ii) Evaluation of the performance of the Chairman of the Company taking into accountthe views of the Executive and Non- Executive Directors;

(iii) Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

FORMAL ANNUAL EVALUATION

The Board carried out an annual performance evaluation of its own performance theIndependent Directors individually as well as the evaluation of the working of theCommittees of the Board. The performance evaluation of all the Directors was carried outindividually by the Nomination and Remuneration Committee.

(i) During the year under review there are no material changes and commitmentsaffecting the financial position of the Company which have occurred between the end of thefinancial year to which the financial statements relate and date of the Report.

(ii) There have not been significant and material orders passed by the regulators orcourts or tribunals impacting the going concern status and Company's operations in future.

(iii) The composition of the Audit Committee of the Company is provided under CorporateGovernance Report forming part of this Annual Report. Further all the recommendationsmade by the Audit Committee were accepted by the board.

(iv) The operations of the Company have opened for 3 or 4 months and then the Companyhas stop production activity for remaining year due to various reasons.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act 2013 the Board of Directors confirmsthat:-

(i) In the preparation of the annual accounts for the financial year ended 31stMarch 2019 the applicable accounting standards have been followed and that there are nomaterial departures.

(ii) They have in the selection of the accounting policies consulted the statutoryauditors and have applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit of the Company for that period.

(iii) They have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities.

(iv) They have prepared the annual accounts on a going concern basis.

(v) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively.

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

POLICIES

Policy on Director's Appointment and Remuneration

Matching the needs of the Company and enhancing the competencies of the Board are thebasis for the Nomination and Remuneration Committee to select a candidate for appointmentto the Board. The current policy is to have a balanced mix of executive and non-executiveIndependent Directors to maintain the independence of the Board and separate itsfunctions of governance and management.

The policy formulates the criteria for determining qualifications competenciespositive attributes and independence for the appointment of a director (executive/ non-executive) and also the criteria for determining the remuneration of the directors keymanagerial personnel and other employees. The Complete policy is available on the web linkhttp://divyajyoti.net/Policies/Remuneration%20Policy.pdf

RISK MANAGEMENT POLICY

The policy is developed and implemented which deals with identifying risks inherent inbusiness operations of the Company and provides guidelines to identify measure reportcontrol and mitigate the identified risks. It helps to create and protect shareholdervalue by minimizing threats or losses and identify and maximizing opportunities.

All our corporate policies are available on the website of the Company under theweblink (http://www.divyajyoti.net/Policies.html). The policies are reviewed periodicallyby the Board and updated based on need and new compliance requirement.

Prevention of Sexual Harassment at workplace

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. The weblink for the same is http://www.divyajyoti.net/Policies/Sexual%20Harrassment%20Policy.pdf.

The Company has complied with provisions relating to constitution of Internal CompliantCommittee under the Sexual Harresment of Women at workplace (Prevention Prohibition andRedressal) Act 2013. An Internal Complaints Committee (ICC) has been initially set up andreconstituted for further period according to the applicable legal provisions during theFinancial Year 2018-19 to redress complaints received regarding sexual harassment. Allkind of employees viz. permanent contractual temporary trainees etc. are covered underthis policy.

No complaints pertaining to sexual harassment were received during FY 2018-2019.

AUDITORS AND THEIR REPORTS

M/s. Anubhav Pradhan and Co. Chartered Accountants (ICAI FRN : 013822C) were appointedas Statutory Auditor of the Company for a term of 5 (five) consecutive years at theAnnual General Meeting held on 27th September 2017 They have confirmed that they are notdisqualified from continuing as Auditors of the Company.

The Auditors' Report does not contain any qualification reservation adverse remark ordisclaimer. The Auditors' Report is self-explanatory and hence do not call for anyfurther comments.

SECRETARIAL AUDITOR

The Board has appointed M/s. Kaushal Ameta & Company Practicing CompanySecretaries to conduct Secretarial Audit for the FY 2018-19. The Secretarial Audit Reportfor the financial year ended March 31 2019 is annexed herewith. The Secretarial AuditReport does not contain qualification reservation adverse remark or disclaimer henceThe Secretarial Auditor Report is self-explanatory and hence do not call for any furthercomments.

COST RECODRS AND AUDIT

The maintenance of cost records as specified by the Central Government under Section148 (1) of the Act is applicable to the Company and accordingly such accounts and recordsare made and maintained.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEE GIVEN AND SECURITIES PROVIDED

Particulars of investments of the Company are provided in the Financial Statements ofthe Company for the year under review. The Company has not given any loan guarantees andsecurities in respect of loan as provided under Section 186 of the Companies Act 2013 andRules made thereunder.

TRANSFER TO RESERVES

During the year the Company does not propose to transfer any amount to the anyReserve.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation Technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134(3) (m) of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 are forming part of theBoard Report.

I. CONSERVATION OF ENERGY

The Company has been laying emphasis on the conservation of energy and taking severalmeasures like effective control on utilization of energy and regular monitoring of itsconsumption etc. The adoption of these measures to conserve energy has resulted in savingof the same.

Power and Fuel Consumption 2018-19 2017-18
Electricity
Unit (KWH) 44232 2019104
Total Cost (In Rs.) 3744812 17307650.00
Rate/Unit (In Rs.) 6.5 8.57
Coal
Quantity (Metric ton)
Total Cost (In Rs.) 1405928 26181116.94
Rate/MT(In Rs.) 5325 6584.73
Diesel
Quantity (Litre) 19984 8931
Total Cost (In Rs.) 1348121 430170.36
Rate/Litre(In Rs.) 67.46 48.17

II. TECHNOLOGY ABSORPTION

(A) Research & Development

1. The Company is not carrying on any R&D in special area but is continuouslyengaged in improvement of Plant and Machinery to conserve energy for better workingresults.

2. Benefits derived as a result of the above R&D: N.A.

3. Future Plan of Action : At the moment the company has no special areas to carry onR&D.

4. Expenditure on R&D.: N.A.

(B) Technology Absorption Adaption and Innovation

1. The technology is innovated on the basis of experience gained in the working of theplant.

2. However it is not possible to evaluate the exact cost reduction and productionimprovement.

3. We do not have any imported technology and hence the details required to be givenfor imported technology is not applicable.

III. FOREIGN EXCHANGE EARNINGS & OUTGO

The Company has already established an export market for its products and has beentaking keen interest for developing new export market for its products.

1. Earnings

The Company has not exported in the year under review.

2. Out Go

Value of CIF Imports : Nil
Expenditure in Foreign Currency : Nil

DEPOSITS

The Company has not invited/accepted public deposit within the meaning of section 73 ofthe Companies Act 2013 and rules made thereunder; during the year under review.

Further during the year under review Company has received loan from Mr. Gopal Nyati(DIN:00784071) Whole Time Director of the Company for an aggregate amount of Rs.5750000/-(Thirty Fifty Seven Lacs and Fifty Thousand only) in accordance with the provisions ofCompanies Act 2013 and under the declaration as prescribed under Rule 2(1) (c ) (vii) ofthe Companies (Acceptance of Deposits) Rules 2014.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as Required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are as follows:-

i. The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2018-19. ii. Ratio of the remuneration ofeach Director to the median remuneration of the employees of the Company for the financialyear 2018-19 are as under:

S. No. Name of Director / Key Managerial Personnel (KMP) and Designation Remuneration of Director/KMP for financial year 2018-19 (in lakhs) Ratio of Remuneration of each Director to median Remuneration of employees
1 Mr. Gopal Nyati Whole Time Director 0 0
2 Mr. Girdhari Nyati Whole Time Director 0 0

iii. In the financial year there was an increase in the median remuneration ofemployees: Nil.

iv. There were six permanent employees on the rolls of the Company as on 31stMarch 2019.

v. Average percentage increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2018-19 was: Nil

vi. It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other Employees.

Further In accordance with the provisions of Section 197(12) of the Act read with Rule5 (2) and 5 (3) Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 read with Section 136 (1) of the Act the Report and Accounts as set out thereinare being sent to all Members of your Company excluding the statement as required underthe aforesaid rules. The copies of same is available for inspection by Member at itsregistered office during working hours for a period of twenty one days before the date ofthe annual general meeting i.e. from 9th September 2019.

CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 and ListingAgreement with the Stock Exchanges in India forms part of this Annual Report.

The requisite certificate and declarations are also annexed to the Corporate GovernanceReport.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Companies Act 2013 and Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 is presented in a separate section andforming part of the Annual Report.

ACKNOWLDGEMENT

Board of Directors would like to express sincere appreciation for the assistance andco-operation received from the financial institutions banks government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and Workers.

On behalf of the Board of Directors
Place: Indore Sd/- Sd/-
Date: 8th August 2019 Girdhari Nyati Gopal Nyati
Whole Time Director Whole Time Director
DIN: 00118079 DIN: 00784071