Divya Jyoti Industries Ltd.
|BSE: 526285||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE666B01018|
|BSE 00:00 | 28 Dec||4.65||
|NSE 05:30 | 01 Jan||Divya Jyoti Industries Ltd|
Divya Jyoti Industries Ltd. (DIVYAJYOTIINDS) - Director Report
Company director report
Your Directors are pleased to present the 26th Annual Report and theCompany's audited Financial Statements for the Financial Year ended 31st March2018.
The Company's financial performance for the year ended on 31st March 2018is summarized below:
BUSINESS PERFORMANCE AND THE STATE OF COMPANY AFFAIRS
During the year under review your Company has recorded total revenue of Rs. 121.57Crores. The revenue from operations of the Company for the year ended 31stMarch 2018 has increased.
In compliance with section 92(3) section 134 (3) (a) and rule 11 of the Companies(Management and Administration) Rules2014 and The Companies Amendment Act 2017 theannual return for the financial year 2017-18 is available on the website of the Company onthe weblink http://www.divyajyoti.net/AGM/Annual-Return-2017-18.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. 6 (Six) meetings of the Board of Directors wereheld during the year. The details of Board and Committee meetings are mentioned in theCorporate Governance Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Based on recommendation of Nomination and Remuneration Committee and Audit CommitteeMr. Gopal Nyati (DIN: 00784071) Executive Director of the Company whose period ofappointment as Whole Time Director has expired on 31st March 2018 wasreappointed as Whole-time Director in the Board Meeting held on 10th February2018 subject to the approval of members at this Annual General Meeting. Necessaryresolution seeking approval of the members for re-appointment of Mr. Gopal Nyati as Wholetime Director has been incorporated in the Notice of the ensuing Annual General Meeting.
In accordance with the provisions of Companies Act 2013 and Articles of Association ofthe Company Mr. Girdhari Lal Nyati (DIN- 00118079) Whole Time Director retires byrotation and being eligible offers himself for re-appointment & the declaration hasbeen received from him certifying that he meets with criteria of appointment and holdingoffice of Director thereto.
During the year under review appointment of Mr. Suresh Kumar Varma (DIN: 07651488) asIndependent Director of the Company w.e.f. 14th November 2016 for a period offive years has been approved by the members at 25th Annual General Meeting ofthe Company held on 27th September 2017.
During the period under review Mr. Shri Niwas Soni (DIN: 02302980) has resigned asIndependent Director of the Company w.e.f. 12th March 2018.
During the year Ms. Prabhavi Mungee has resigned from the post of Company Secretaryand Compliance officer (KMP) w.e.f. 31st December 2017 and Ms. SuruchiMaheshwari was appointed as Company Secretary and Compliance officer (KMP) of the Companyw.e.f 5th January 2018.
Mr. Sudarshan Shastri (DIN: 00155105) Independent Director of the Company is proposedto be re-appointed as Independent Director of the Company at this Annual General Meetingfor a term up to five consecutive years in accordance with the provisions of CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 asamended. Relevant information and the proposal for the same is included in the Noticecalling 26th Annual General Meeting.
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 1st day ofMarch 2018 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 NonExecutive 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.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act 2013 the Board of Directors confirmthat:-
(I) In the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material 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.
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 link
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 shareholdersvalue by minimizing threats or losses identify and maximize opportunities.
Risk management policy is available on the website of the Company under the weblink
Vigil Mechanism / Whistle Blower Policy
The Company has adopted the Vigil Mechanism/ Whistle Blower Policy for directors andemployees to report concerns about unethical behavior actual or suspected fraud orviolation of the Company's code of conduct and ethics. The policy is available on theweblinkhttp://www.divyajyoti.net/Policies/Vigil%20Mechanism.pdf
Prevention of Sexual Harassmentatworkplace
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
The Company has complied with provisions relating to constitution of Internal CompliantCommittee under the Sexual Harassment 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 2017-18 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 2017-2018.
AUDITORS AND THEIR REPORTS
As per the provisions of the Act and Applicable Regulations the appointment of M/s.Anubhav Pradhan and Co. Chartered Accountants (ICAI FRN : 013822C) Statutory Auditor ofthe Company is to be ratified for the financial Year2018-19. The necessary information inthis respect is incorporated in the notice to this Annual General meeting.
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.
The Board has appointed M/s. Kaushal Ameta & Company Practicing CompanySecretaries to conduct Secretarial Audit for the FY 2017-18. The Secretarial Audit Reportfor the financial year ended March 312018 is annexed herewith. The Secretarial AuditReport does not contain any qualification reservation adverse remark or disclaimerhence do not call for any further comments.
COST RECORDS 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.
On recommendation by the Audit Committee Board has appointed M/s. G K Gupta & Co.Cost Accountants as Cost Auditor for auditing the cost records ofyour Company for thefinancial year 2018-19 on an aggregate remuneration of Rs.l8000/-(Rupees EighteenThousand Only) which is subject to the ratification of the shareholders of the Companyand in views of the same the proposal for the ratification of remuneration have beenincluded in the Notice of Annual General Meeting for your approval.
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 andRule made there under.
The details of transfer to reserve are provided in the statement of changes in equityforming part of audited financial statements as provided in this annual report.
In order to conserve the resources of the Company and for better utilization of fundsthe Board of Directors do not recommend dividend for the year ended 31st March2018.
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
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.
The Company has directly exported Lecithin for FOB value $ 255200.00 (Dollar Two LacsFifty Five Thousand Two Hundred only) amounting to Rs. 16260720/- (Rupees One CroreSixty Two Lacs Sixty Thousand Seven Hundred Twenty only) during the year under review.
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. FiftyFive Lakhs only in accordance with the provisions of Companies Act 2013 and under thedeclaration as prescribed under Rule 2 (1) (c)(viii) of Companies (Acceptance of Deposits)Rules 2014.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The company has adequate system of management supervised internal control which isaimed at achieving efficiency in operations optimum utilization of resources effectivemonitoring and compliance with all applicable laws. It ensure that all corporate policiesare strictly adhered to. An absolute transparency is followed in accounting and all itsbusiness dealings. The Company's internal control systems are commensurate with the natureof its business and the size and complexity of its operations. The company ensuresadherence to all internal control policies and procedures. A qualified and independentaudit committee of the Board reviews the adequacy of internal control. The report onInternal Financial Control has also been annexed with the financial statements oftheCompany as provided by the Statutory Auditor of the Company.
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) ofthe 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 2017-18 :-
There is no increase in remuneration of Directors and KMP except in the remuneration ofMr. Ankit Maheshwari CFO of the Company by 16.28% in the financial year 2017-18.
ii. ratio of the remuneration of Director to the median remuneration of the employeesof the Company for the financial year 2017-18 are as under:
iii. The median remuneration of employees of the Company for the financial year wasRs.9250/- P.M.
iv. In the financial year increase of in the median remuneration of employees: Nil
v. There were 114 permanent employees on the rolls of the Company as on 31stMarch 2018.
vi. Average percentage increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2017-18 was 2.05% .
vii. 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 8th September 2018.
The Report on Corporate Governance as stipulated under Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 and ListingAgreement with the Bombay Stock Exchange 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.
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.