| Dear Members,
The Directors are pleased to present the 23rd Annual Report and the
company's audited accounts for the financial year ended 31st March,
2015.
FINANCIAL HIGHLIGHTS
The Company,s financial perfarmance for the year ended on 31st March,
2015 is summarized below:
(Amt.in Rs,)
Particular 2014-15 2013-14
Revenue from Operations 19277.61 38,161.96
Earnings Before Interest &
Depreciation & Tax (EBIDTA) 663.09 791.36
Less: Financial Costs 414.22 409.45
Profit Before Depreciation 248.88 381.91
Less: Depreciation And
Amortization Expenses 133.24 156.24
Profit Before Tax (PBT) 115.63 225.67
Less:
(a) Current Tax 27.63 67.24
(b) Deferred Tax -13.06 8.67
Profit After Tax (PAT) 101.07 149.76
Add: Profit Brought Forward 895.83 746.07
Add: Transferred during the year -71.56 -
Profit Available for Appropriation 925.34 895.83
BUSINESS PERFORMANCE
During the year under review, your Company has recorded total revenue
of Rs,192.91 crores. The consolidated revenue from operations of the
Company for the year ended 31st March, 2015 was down due to sharp
increase in all overhead expenses and in the cost of raw material and
in turn the cost of finished goods remained almost the same resulting
into fall in the operating profit.
2014 the extract of the annual return is annexed as Form No. MGT-9 with
this report.
Governance of this Annual Report.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to section 134 (5) of the Companies Act, 2013, the Directors
confirm that:-
(i) In the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no material
departures.
(ii) They have, in the selection of the accounting policies, consulted
the statutory auditors and have applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company 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 and ability, for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956
for safeguarding the assets of the Company and for preventing 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 the Company and that such internal financial
controls are adequate and are operating effectively.
(vi) The Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are
adequate and operating effectively.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has a vigil Mechanism named Vigil Mechanism/ Whistle Blower
Policy to deal with instances of fraud and mismanagement, if any.
FAMILIARISATION PROGRAMME
The company has a Familiarization Programme which deals with
familiarizing the independent directors with the company, their roles,
rights, responsibilities in the company, nature of the industry in
which the company operates, business model of the company, etc.,
through various programmes.
The we blink to visit the policy on the company's website is
http://www.divyajyoti.net/Policies.html
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition And Redressal) Act, 2013.
An Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this
policy.
No complaints pertaining to sexual harassment were received during FY
2014-2015.
AUDIT COMMITTEE
The Audit Committee comprises Independent Directors namely Mr.
Shriniwas Soni (Chairman), Mr. Gopal Nyati and Mr. Sudarshan Shastri
as other members. All the recommendations made by the Audit Committee
were accepted by the Board.
AUDITORS AND AUDITORS' REPORT
M/s Dafria & Co., Chartered Accountants, Statutory Auditors of the
Company, holds office till the conclusion of the ensuing Annual General
Meeting and is eligible for re-appointment.
The Company has received letter from them to the effect that their
re-appointment, if made, would be within the prescribed limits under
section 141(3) (g) of the Companies Act, 2013 and they are not
disqualified for re-appointment.
The Notes on the Financial Statements referred to in the Auditors'
Report are self-explanatory and do not call for any further comments.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND
SECURITIES PROVIDED
Particulars of loans given, investments made, guarantees given and
securities provided along with the purpose for which the loan or
guarantee or security is proposed to be utilized by the recipient are
provided.
DIVIDEND
The Company intends to retain internal accruals to maintain the
liquidity and for funding growth to generate a good return for
shareholders. The Board of Directors has decided not to declare
dividend for the year ended 2015.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to energy conservation , Technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under Section 134(3) (m) of the Companies Act, 2013 read with
the Companies (Accounts) Rules, 2014 and forming part of the Director's
Report.
I. CONSERVATION OF ENERGY
The Company has been laying emphasis on the conservation of energy and
taking several measures like effective control on utilization of energy
and regular monitoring of its consumption etc. The adoption of these
measures to conserve energy has resulted in saving of the same.
II. TECHNOLOGY ABSORPTION
(A) Research & Development
1. The Company is not carrying any R&D in special area but is
continuously engaged in improvement of Plant and Machinery to conserve
energy for better working results.
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 R&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 the plant.
2. However, it is not possible to evaluate the exact cost reduction
and production improvement.
3. We do not have any improved technology and hence, the details
required to be given for imported technology is not applicable.
1. Earnings
The Company has directly exported Lecithin for FOB value $ 3,38,737.00
amounting Rs, 2,08,40,268.00 and Soya Fatty Acid for $ 50,155.00
amounting to Rs, 30,49,513.00 during the year.
2. Out Go
Value of CIF Imports Nil
Expenditure in Foreign Currency Nil
IV. ENVIRONMENT PROTECTION
The Company has implemented for disposal of effluents an E.T.P. system
at its Solvent Extraction & Refinery Plant.
PUBLIC DEPOSITS
The Company has not invited/accepted public deposit within the meaning
of section 73 of the Companies Act, 2013 and rules made there under,
during the year under review.
DIVYAJYOTI DIRECTORS
In accordance with provisions of the Companies Act, 2013 and Article of
Association of the Company, Mr.Girdhari Lal Nyati Director of the
Company, retires by rotation and being eligible offer himself for
re-appointment & the Declaration has been received from him certifying
that he meets with criteria of Director as prescribed.
Also, during the period under review, Mrs. Babita Nyati was appointed
as Non- Executive Director (Woman Director) of the company. Mr. Vitihal
Das Rathi and Mr. Johnney Paul were appointed as Independent Directors
of the company.
All the Independent Directors qualify all the requirements of
sub-section (6) of section 149 of the Companies Act, 2013 and Listing
Agreement & shall abide the code of Independent Directors.
REPORT ON CORPORATE GOVERNANCE
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges in India forms part of this
Annual Report.
The requisite certificate from the Auditors of the Company confirming
compliance with the conditions of corporate governance as stipulated
under the aforesaid Clause 49 is attached to the Report on corporate
governance.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India is presented in a separate section and forming part
of the Annual Report.
LISTING OF SECURITIES
The Equity Shares of the Company are listed at Bombay Stock Exchange &
Madhya Pradesh Stock Exchange Limited, Indore (Since Madhya Pradesh
Stock Exchange Limited have closed their activities hence Annual
Listing Fees has not been deposit). The Company had duly paid the
listing fees to the Bombay Stock Exchange for the financial year
2015-16.
DEMAT STATUS
The Company's shares are presently held in both electronic and physical
modes.
SECRETARIAL AUDITOR
The Board has appointed M/s. M. Maheshwari & Associates., Practicing
Company Secretary, to conduct Secretarial Audit for the financial year
2015-2016. The Secretarial Audit Report for the financial year ended
31st March, 2015 is annexed here with marked as Form No. MR- 3 to this
Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement showing the names and
other particulars of the employees drawing remuneration in excess of
the limits set out in the said rules are provided in the Annual Report.
Disclosures pertaining to remunerati on and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
provided in the Annual Report.
COST AUDITORS
M/s. G K Gupta & Co., Cost Accountant were appointed as Cost Auditors
for auditing the cost records of your Company for the financial year
2014-15 by the Board of Directors on a consolidated remuneration of Rs.
18,000/- only, the remuneration was recommended by the Audit Committee
of the Company. Further, the remuneration proposed to be paid to them
for the financial year 2015-16 requires ratification of the
shareholders of the Company and in views of the same the proposal for
the ratification of appointment and remuneration have been included in
the Notice of Annual General Meeting for your approval.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the financial institutions,
banks, government authorities, customers, vendors and members during
the year under review. Your Directors also wish to place on record
their deep sense of appreciation for the committed services by the
Company's executives, staff and workers On behalf of the Board of
Directors
By Order of the Board of Directors
Place: Indore
Date: August 5, 2015 Gopal Nyati
Executive Director | 