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Divyashakti Granites Ltd.

BSE: 526315 Sector: Others
NSE: N.A. ISIN Code: INE410G01010
BSE 00:00 | 18 Jun 58.80 0.25
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NSE 05:30 | 01 Jan Divyashakti Granites Ltd
OPEN 61.55
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VOLUME 4240
52-Week high 68.00
52-Week low 28.00
P/E 9.58
Mkt Cap.(Rs cr) 60
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 61.55
CLOSE 58.55
VOLUME 4240
52-Week high 68.00
52-Week low 28.00
P/E 9.58
Mkt Cap.(Rs cr) 60
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Divyashakti Granites Ltd. (DIVYASHAKTIGRAN) - Director Report

Company director report

Divyashakti Granites Limited

Dear Shareholders

Your Directors have pleasure in presenting the 29th Annual Report and theAudited Accounts for the financial year ended 31st March 2020.

1. FINANCIAL RESULTS

Particulars

Year ended 31.03.2020

Year ended 31.03.2019

(Rs. in lakhs)

(Rs. in lakhs)

Sales

6013

3340

Gross Operating Profit before depreciation and exchange variation

515

503

Profit after depreciation but before exchange variation

292

344

Profit after depreciation exchange variation and before

994

682

Exceptional Items
Profit after Exceptional items

994

682

Profit after Tax

747

515

Appropriations:
General Reserves

562

330

Proposed Dividend

154

154

Tax on dividend

31

31

Total

747

514

2.DIVIDEND:

Your Directors are pleased to recommend for your consideration a Dividend of Rs. 1.50per share (15% of face value Rs.10/-) on the equity capital of the company for thefinancial year ended 31st March 2020 aggregating an amount of Rs. 154.03lakhs.

3.TRANSFERS TO RESERVES AND RETENTION IN THE PROFIT AND LOSS ACCOUNT ETC:

The Company proposes to transfer an amount of Rs.562lakhs to Reserves during thefinancial year under review.

4. FINANCE:

Cash and cash equivalents as at 31st March 2020 was Rs. 1054Lakhs.Thecompany continues to focus on judicious management of it's working capital receivablesinventories and other working capital parameters and they were kept under strict checkthrough continuous monitoring.

5. COMPANY'S WORKING DURING THECURRENT YEAR 2019-2020 AND THE FUTUREPROSPECTS ALONG WITH REASONS WHILE COMPARING WITH PREVIOUS YEAR RESULTS:

Your Company has exported polished granite slabs and Quartz slabs valued at Rs.5923lakhs to U.S.A. during the year under consideration. As regards the Raw Materials outof the total purchases of Raw Blocks & Slabs valued at Rs.665 lakhs made duringthe year about 8% of Raw blocks & slabs are Traded/ imported from Brazil

The year closed on a positive note with export orders on hand to the tune of Rs. 260lakhs as compared to Rs.250 lakhs of last year.

6. CHANGE IN NATURE OF BUSINESS:

During the year the company has not changed its business.

7. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments that have bearing on the financialposition of the Company.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN

FUTURE:

There are no significant and material orders by the Regulators or Courts or Tribunalsimpacting the going concern status and company's operations in future.

9. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Management continuously reviews the internal control systems and procedures for theefficient conduct of the company's business. The Company adheres to the prescribedguidelines with respect to the transactions financial reporting and ensure that all itsassets are safeguarded and protected against losses. The Internal Auditors of the companyconduct audit on regular basis and the Audit Committee periodically reviews internal auditreports and effectiveness of internal control systems.

10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any sub sidiaries or Joint Venture or associate companies.

11. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES ANDJOINTVENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT.

Since the Company does not have any subsidiaries or Joint Venture or associatecompanies consolidation of financial statements of the Company is not applicable.

12. DEPOSITS

The company has not accepted any fixed deposits from the public.

13. AUDITORS AND OBSERVATIONS

M/s Suryanarayana & Suresh Chartered Accountants Independent Auditors of theCompany were appointed in the Annual General Meeting held on 25thSeptember2017fora period of Five year till conclusion of Thirty First (31st) Annual GeneralMeeting and no ratification is required based on the amended Section 139 of the CompaniesAct 2013 and the ordinary resolution passed at the Annual General Meeting held in thepast years. There are no observations in the Audit report which require any comments ofthe Directors.

14. SECRETARIAL AUDIT REPORT

Pursuant to provisions of section204 of the Companies Act 2013 the Company hasappointed PuttaparthiJagannatham& Co. Company secretaries a firm of companysecretaries to undertake the secretarial audit of the Company. The Secretarial AuditReport obtained is annexed within as

Annexure-I

15. EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return is placed on the website of the Company. The link toaccess the same is: https://www.divyashakti.com/wp-content/uploads/2020/08/DSG_Annual_Return_Extracts_2019_20.pdf

16. SHARE CAPITAL

None of the following issues were taken up during the year and hence details thereofwere not required to be furnished

A) Issue of shares with differential rights B) Issue of sweat equity shares C) Issue ofemployee stock options

D) Provision of money by company for purchase of its own shares by employees ortrustees for the benefit of employees

17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

(A) Conservation of energy

a) Company ensures that the manufacturing operations are conducted in the mannerwhereby optimum utilization and maximum possible savings of energy is achieved. b) Nospecific investment has been made on reduction in energy consumption. c) As the impact ofmeasures taken for conservation and optimum utilization of energy are not quantitativeits impact on cost cannot be stated accurately. d) Details of electricity consumption areas under:

2019-20

2018-19

1. Electricity
a) Purchased Units

2077998

1107220

Total Amount (Rs. in lakhs)

178.52

88.01

Average Cost/Unit (Rs./KWH)

8.59

7.95

b) Own Generation
i) Through Solar Plant-(w.e.f. Feb.2017)
Produced Energy (in Units)

663861

846690

Total Value estimated (Rs. in lakhs)

46.47

56.72

Average Cost/Unit (Rs./KWH)

7.00

6.70

ii) Through Diesel Generator (Total

39990

21877

Units)
Total Amount (Rs. in lakhs)

8.34

4.73

Units per liter of Diesel Oil

3.26

3.34

Average Cost/Unit (Rs./KWH)

20.85

21.63

(B) Technology Absorption:

No outside technology is being used for manufacturing activities; therefore notechnology absorption is required. The Company constantly strives for maintenance andimprovement in quality of its products and entire research and development activities aredirected to achieve the aforesaid goal.

(C) Foreign exchange earnings and outgo:

Details of foreign exchange earnings and outgo are as follows

a) Foreign Exchange Earnings : Rs. 5922 Lakhs
b) Foreign Exchange Outgo : Rs. 334 Lakhs

18. CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE

Pursuant to Section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 your Company has constituted the CSR committeeconsisting of the following Directors with the roles and responsibilities duly defined inaccordance with the CSR Policy Rules. The committee met once on 17.01.2020 during thefinancial year ended 31st March 2020.

Name of the Member

Designation

Shri T.R.C. Bose

Chairman

Shri T.H.Sastry

Member

Shri S.Srinivas

Member

 

The Committee reviewed the CSR Policy and has identified the Education and Environmentas the broad areas towards providing clean and hygienic water and health related areas asthe focus areas for CSR activities.

The Company allocated an amount of Rs.19.30 lakhs to be spent during the year 2019-20for

Corporate Social Responsibility. However the Company couldn't spend the amountearmarked for Corporate Social Responsibility in full due to problems in identifying thebetter areas and beneficiaries as per its approved CSR Policy. However an amount of Rs.2.66lakh was spent by the company towards the CSR activities in the field of Education andEnvironment during the year 2019-20.

The report on CSR activities is attached as Annexure II to this Report.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Changes in Directors and Key managerial personnel:

i) Pursuant to the requirements of the Companies Act 2013 and Articles of Associationof the Company Smt. Anuradha Anne Director retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers herself for re-appointment.

ii) Pursuant to the provisions of Section 161(1) of the Companies Act 2013 andArticles of Association of the Company Shri Musunuri Ramakrishna Prasad was appointed asadditional Director designated as Independent Director of the Company with effect from 27thJanuary 2020 and he shall hold the office upto the date of the ensuing Annual GeneralMeeting. The Company has received requisite notices in writing from members proposing thecandidature of Shri Musunuri Ramakrishna Prasad for approval and ratification of hisappointment as Independent Director.

iii) Mr. Hanumath Sastry Tadepally (DIN: 01786600) Mr. ThatiVenkataswamy Chowdary(DIN: 00010435) Mr. Ramesh Chandra Bose Tummala (DIN: 00160630) Mr. Srinivas Sunkara(DIN: 00194094) Independent Directors of the Company were re-appointed as IndependentDirectors of the Company for a period of five years with effect from April 1 2019 and arenot liable to retire by rotation.

B) Declaration by the Independent Directors of the Company that they meet the criteriaof independence as provided in Sec 149(6) of the Companies Act 2013.

All the independent Directors have given declarations under Section 149(7) of theCompanies Act 2013 that they meet the criteria of independence as provided in sub-section(6) of Section 149 of the Companies Act 2013 and Regulation 16(2) and 25 of theSecuritiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015and that there is no change in their status of Independence.

C) Formal evaluation statement by the Board of its own performance it's committees andindividual Directors:

Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard has formulated a policy for evaluation of its Board Board Committee Director's andtheir performances and carried out an evaluation of them. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.

D)Number of meetings of the Board of Directors:

The Directors met for 4 times during period under review. A calendar of meetings isprepared and circulated in advance to all the Directors. The number and details of themeetings of the Board are furnished in the Corporate Governance Report.

E)Meeting of Independent Directors:

A separate meeting of Independent Directors of the Company was held on 01.11.2019asrequired under Schedule IV to the Companies Act 2013 (Code for Independent Directors) andRegulation 17 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. At the Meeting the Independent Directorsreviewed the performance of Non-Independent Directors and the Board as a whole.

F)Familiarization Programme for Independent Directors

The Company proactively keeps its Directors informed of the activities of the Companyits management and operations and provides an overall industry perspective as well asissues being faced by the industry. The Familiarisation programme for IndependentDirectors is disclosed on the Company's website.

20. AUDIT COMMITTEE:

The Board of Directors of the Company constituted Audit Committee consisting of thefollowing Directors with the roles and responsibilities duly defined in accordance withthe applicable statutory and other requirements. During the year four (4) meetings of theCommittee took place.

Name of the Member

Designation

Shri T.R.C. Bose

Chairman

Shri T.H.Sastry

Member

Shri S.Srinivas

Member

 

The Board has accepted all the recommendations of the Audit Committee.

21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Company at present has the vigil mechanism to deal with the instances of fraud andmismanagement if any. The company ensures that strict confidentiality is maintained whiledealing with the concerns and also that no discrimination is meted out to any person for agenuinely raised concern. It is taken care of by the audit committee of the company.

The Company has also formulated Whistle Blower Policy through which it's DirectorsEmployees and Stake Holders can report their genuine concern about unethical behavioractual or suspected fraud or violation of the company's code of conduct or ethics Policy.

The Company hereby affirms that no Director/ employee have been denied access to theChairman of the Audit Committee and that no complaints were received during the year.

22. CODE OF CONDUCT:

The Board of Directors have approved a code of conduct which is applicable to themembers of the Board and all employees in the course of day to day business operations ofthe Company. The company is against bribery corruption and unethical dealings /behaviours of any form and the board has laid down the directives to counter such acts.The code laid down by the Board is known as "Code of Business Conduct" anddeclaration with respect to its compliance forms an appendix to the Report.

The code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders .

All the Board members and senior Management Personnel have confirmed compliance withthe code. All management staff were given training in this regard.

23. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct as per Securities and Exchange Board of India(SEBI) (Prohibition of Insider Trading) Regulations 2015 for prevention of insidertrading with a view to regulate trading in securities by the Directors and designatedemployees of the Company. The code requires pre clearance for dealing in the Company'sshares and prohibits the purchase or sale of Company's shares by the Directors anddesignated employees while in possession of unpublished price sensitive information inrelation to the company and during the period when the trading window is closed. The Boardis responsible for implementation of the code. The Code is in line with the latestamendments.

During the year under review there has been due compliance with SEBI (Prohibition ofInsider Trading) Regulations 2015.

24. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee consist of the following Directors with therole and responsibilities duly defined and in accordance with the applicable statutory andother requirements.

Name of the Member

Designation

Shri T.V.Chowdary

Chairman

Shri S.Srinivas

Member

Shri T. R. C. Bose

Member

 

The Board has formulated a policy in consultation with the Nomination and RemunerationCommittee for selection and appointment of Directors Senior management and fixation oftheir remuneration keeping in view the requirements given in section 178 of the companiesAct 2013 and it also involves in the evaluation of` the Board and its remunerationpolicies. During the Financial Year under review the Committee has met one time ie. on27.01.2020.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered with Related Parties for the year under review were on arm'slength basis. The particulars of every contract or arrangements entered into by theCompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso theretoare disclosed in Form No.AOC-2 as Annexure-III to this Report.

Policy on Related Party Transactions as approved by Board has been uploaded onCompany'swebsite:http://www.divyashakti.com/images/8.%20Policy%20on%20Related%20Party%20Transanction.pdf

There were no materially significant transactions with Related Parties during thefinancial year 2019-20 which were in conflict with the interest of the Company. Suitabledisclosures as required under Accounting Standard have been made in Note 3.07 of the Notesto the financial statements.

26. MANAGERIAL REMUNERATION:

Details of the ratio of the remuneration of each Director to the median employee'sremuneration and other details as required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

a) Remuneration to Directors:

2019-20

% on total salaries

(In Rs.)

N Hari Hara Prasad

Salary

4800000

16.2%

(Managing Director)

Perquisites

2267617

Anuradha Anne

Salary

600000

1.4%

(Chief Financial Officer)

 

b) There is no information required pursuant to Section 197 read with 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as noemployee of the Company is covered by these rules.

c) No Director is in receipt of any commission from the company and the ManagingDirector and Whole-time Director of the Company have not received any remuneration orcommission from any other Company subject to its disclosure by the Company in the Board'sReport.

27. CORPORATE GOVERNANCE

The Directors reaffirm their commitment to good corporate governance practices. Duringthe year under review the Company was in compliance with the provisions relating tocorporate governance as provided underRegulation 27 of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015. Thecompliance report together with the Auditors' Certificate on compliance with theconditions of Corporate Governance of the Listing Regulations is enclosed as Annexure -IV to this Report.

The Managing Director and Chief Financial Officer of the Company have issued necessarycertificate pursuant to the provisions of Regulation 17(8) of the Listing Regulations andthe same forms part of this Report.

28. RISK MANAGEMENT AND INSURANCE

Your Company continuously monitors business and operational risk through businessprocess re-engineering and reviewing areas such as production finance legal and otherissues. An exhaustive exercise is underway to bring a model regulating risk managementmechanism. Your Company's assets are adequately insured against the risk from fire andearthquake.

There is no identification of risks which in the opinion of the Board may threaten theexistence of the Company

29 .DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed and that there are no material departures;

(b) We have selected such accounting policies in consultation with 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;

(c) We have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis;

(e) The Company had laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively; and

(f) We have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

30.PAYMENT OF LISTING FEE

At present the equity shares of the Company are listed on the Bombay Stock exchange atMumbai. The Company confirms that it has paid Annual Listing Fees due to the Bombay StockExchange for the year 2020-2021

31. DEPOSITORY SYSTEM

As the Members are aware your Company's shares are tradable compulsorily in electronicform and your Company has established connectivity with Central Depository Services(India) Limited (CDSL). In view of the numerous advantages offered by the depositorysystem the Members are requested to avail the facility of Dematerialization of theCompany's shares on NSDL & CDSL. The ISIN allotted to the Company's Equity shares is INE410G01010.

The company is pursuing the shareholders holding the shares in physical form fordematerialization of their shares.

32. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

There are no loans guarantees or investments made under section 186 of the CompaniesAct2013

33.MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report as required Regulation 34(3) and 53(f) ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 with stock exchange forms part of this report as AnnexureV

34. INTERNAL COMPLAINTS COMMITTEE:

The "Internal Complaints Committee" reconstituted as per section 4 (1) ofSexual harassment of women at work place (Prevention Prohibition and Redressal) Act2013has the following members.

1. Sri T.R.C.Bose - Chairperson
2. Sri S. Sreenivas - Member
3. SmtAnuradha Anne - Member

 

During the year under review no complaints of harassment at the workplace werereceived by the committee.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the financial assistance andsupport extended by HDFC and State Bank of India . The Directors thank the shareholdersfor their continued confidence and trust placed by them with the Company. The Board alsothanks all categories of employees of the Company for their dedicated and sincereservices.

For and on behalf of the Board
SD/-

SD/-

(N.HARI HARA PRASAD)

(T.H.SASTRY)

Managing Director

Director

DIN: 00354715

DIN: 01786600

Place: Hyderabad Date:18thJune 2020