| To,
The Members of
M/s. Dhyana Finstock Limited
The Directors have pleasure in presenting the Board's Report of your
Company together with the Audited Statement of Accounts and the
Auditors' Report of your company for the financial year ended, 31st
March, 2015.
FINANCIAL HIGHLIGHTS
(Rs. In Lacs)
Particulars Standalone
Particulars 2014-2015 2013-14
Gross Income 167.62 133.02
Profit Before Interest and Depreciation 49.64 48.31
Finance Charges 79.24 0.00
Gross Profit 49.64 48.31
Provision for Depreciation 0.11 0.00
Net Profit Before Tax 49.53 36.51
Provision for Tax 15.30 0.00
Net Profit After Tax 34.22 36.51
DIVIDEND
However with the view to conserve the resources of company the
directors are not recommending any dividend.
AMOUNTS TRANSFERRED TO RESERVES
The Board of the company has decided/proposed to carry the current year
profit to its reserves.
INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY
Company does not have any Subsidiary, Joint venture or Associate
Company.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there was no dividend declared and paid last year.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of
the Company occurred between the ends of the financial year to which
these financial statements relate on the date of this report
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return as required under section 92(3) of the
Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, in Form MGT-9 is annexed herewith for your
kind perusal and information.
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2014-15, the Company held twelve board
meetings of the Board of Directors as per Section 173 of Companies Act,
2013 which is summarized below. The provisions of Companies Act, 2013
and listing agreement were adhered to while considering the time gap
between two meetings.
S
No. Date of Meeting Board Strength No. of Directors Present
1 30.04.2014 5 5
2 31.07.2014 5 5
3 09.08.2014 5 5
4 01.09.2014 5 5
5 14.11.2014 5 5
6 18.12.2014 5 5
7 01.01.2015 5 5
8 30.01.2015 5 5
9 13.02.2015 5 5
10 24.02.2015 5 5
11 03.03.2015 5 5
12 31.03.2015 5 5
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of
Directors of the Company confirms that- (a) In the preparation of the
annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;
(b) The directors had selected such accounting policies and 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 and
loss of the company for that period;
(c) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern
basis; and
(e) The directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.
(f) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
AUDITORS and REPORT thereon
The Auditors, M/s. Ashok Rajpara & Associates, Chartered Accountants,
retire at the ensuing Annual General Meeting and M/s. Harshad Sudhir &
Co., Chartered Accountants will be appointed as statutory auditor of
the Company for the financial year 2015- 2016.
Their continuance of appointment and payment of remuneration are to be
confirmed and approved in the ensuing Annual General Meeting.
There are no qualifications or adverse remarks in the Auditors' Report
which require any clarification/ explanation. The Notes on financial
statements are self-explanatory, and needs no further explanation.
Further the Auditors' Report for the financial year ended, 31st March,
2015 is annexed herewith for your kind perusal and information.
LOANS, GUARANTEES AND INVESTMENTS
The Company has made investment however the company has not given any
loan & advances and not provide any Guarantee under section 186 of the
Companies Act, 2013 for the financial year ended 31st March 2015
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large and
Approval of the Board of Directors & shareholders was obtained wherever
required.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:
(A) Conservation of energy and Technology absorption
The particulars as required under the provisions of Section 134(3) (m)
of the Companies Act, 2013 in respect of conservation of energy and
technology absorption have not been furnished considering the nature of
activities undertaken by the company during the year under review.
(B) Foreign exchange earnings and Outgo
There were no foreign exchange earnings and outgo during the year under
review.
RISK MANAGEMENT
Periodic assessments to identify the risk areas are carried out and
management is briefed on the risks in advance to enable the company to
control risk through a properly defined plan. The risks are classified
as financial risks, operational risks and market risks. The risks are
taken into account while preparing the annual business plan for the
year. The Board is also periodically informed of the business risks and
the actions taken to manage them. The Company has formulated a policy
for Risk management with the following objectives:
- Provide an overview of the principles of risk management
- Explain approach adopted by the Company for risk management
- Define the organizational structure for effective risk management
- Develop a "risk" culture that encourages all employees to identify
risks and associated Opportunities and to respond to them with
effective actions.
- Identify, access and manage existing and new risks in a planned and
coordinated manner with Minimum disruption and cost, to protect and
preserve Company's human, physical and financial Assets.
DIRECTORS and KMP
During the current financial year the following changes have occurred
in the constitution of directors of the company:
Sr. Name Designation Date of Date of Mode of
No. appointment Cessation Cessation
1. Mr. Purvesh N. Director 01.07.2007 03.03.2015 Resignation
Chauhan u/s 168
2. Ms. Madhubala Company 01.01.2014 18.12.2014 Resignation
Sharma Secretary
3. Mrs. Priyanka
N. Director 31.03.2015 - -
Tripathi *
* Appointed as Non- Executive, independent director DEPOSITS
The company has not accepted any deposits during the year.
CORPORATE SOCIAL RESPONSIBILITY
The company does not meet the criteria of Section 135 of Companies Act,
2013 read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014 so there is no requirement to constitute Corporate Social
Responsibility Committee.
RATIO OF REMUNERATION TO EACH DIRECTOR
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in
respect of employees of the Company and Directors; however the Company
has not paid any sitting fees to the Non - Executive Director
ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an annual performance evaluation of its own performance,
the directors individually as well as the evaluation of the working of
its Audit, Nomination & Remuneration and Compliance Committees.
A structured questionnaire was prepared after taking into consideration
inputs received from the Directors, covering various aspects of the
Board's functioning such as adequacy of the composition of the Board
and its Committees, Board culture, execution and performance of
specific duties, obligations and governance.
CORPORATE GOVERNANCE
Report on Corporate Governance along with the Certificate of the
Auditors, M/s. Ashok Rajpara & Associates, and confirming compliance of
conditions of Corporate Governance as stipulated in the Listing
Agreement with the Stock Exchanges forms part of the Board Report.
INDEPENDENT DIRECTORS and DECLARATION
The Board of Directors of the Company hereby confirms that all the
Independent directors duly appointed by the Company have given the
declaration and they meet the criteria of independence as provided
under section 149(6) of the Companies Act, 2013.
NOMINATION AND REMUNERATION COMMITTEE
As per the section 178(1) of the Companies Act, 2013 the Company's
Nomination and Remuneration Committee comprises of three Non-executive
Directors. The table sets out the composition of the Committee:
Name of the Director Position
held in the
Committee Category of the Director
Mr. Pinakin Makwana Chairman Non Executive Independent Director
Mr. Harshad Patel Member Non Executive Independent Director
Mr. Pritesh Patel Member Non Executive Independent Director
Terms of Reference
The Terms of Reference of the Nomination and Remuneration Committee are
as under:
1. To identify persons who are qualified to become Directors and who
may be appointed in senior management in accordance with the criteria
laid down, recommend to the Board their appointment and removal and
shall carry out evaluation of every Director's performance.
2. To formulate the criteria for determining qualifications, positive
attributes and independence of a Director and recommend to the Board a
policy, relating to the remuneration for the Directors, Key Managerial
Personnel and other employees.
3. The Nomination and Remuneration Committee shall, while formulating
the policy ensure that:
a. the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality
required to run the Company successfully;
b. relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and
c. remuneration to Directors, Key Managerial Personnel and senior
management involves a balance between fixed and incentive pay
reflecting short and long-term performance objectives appropriate to
the working of the company and its goals:
4. Regularly review the Human Resource function of the Company
5. Discharge such other function(s) or exercise such power(s) as may
be delegated to the Committee by the Board from time to time.
6. Make reports to the Board as appropriate.
7. Review and reassess the adequacy of this charter periodically and
recommend any proposed changes to the Board for approval from time to
time.
8. Any other work and policy, related and incidental to the objectives
of the committee as per provisions of the Act and rules made there
under.
REMUNERATION POLICY
Remuneration to Executive Directors:
The remuneration paid to Executive Directors is recommended by the
Nomination and Remuneration Committee and approved by Board in Board
meeting, subject to the subsequent approval of the shareholders at the
General Meeting and such other authorities, as may be required. The
remuneration is decided after considering various factors such as
qualification, experience, performance, responsibilities shouldered,
industry standards as well as financial position of the Company.
Remuneration to Non Executive Directors:
The Non Executive Directors are paid remuneration by way of Sitting
Fees and Commission. The Non Executive Directors are paid sitting fees
for each meeting of the Board and Committee of Directors attended by
them- However the Company has not paid any sitting fees to the Non -
Executive Director.
AUDIT COMMITTEE
According to Section 177 of the Companies Act, 2013 the company's Audit
Committee comprised of three directors. The board has accepted the
recommendations of the Audit Committee. The table sets out the
composition of the Committee:
Name of the Director Position
held in
the
Committee Category of the Director
Mr. Harshad Patel Chairman Non Executive Independent Director
Mr. Pinakin Makwana Member Non Executive Independent Director
Mr. Pritesh Patel Member Non Executive Independent Director
SECRETARIAL AUDIT REPORT
There are no qualifications or adverse remarks in the Secretarial Audit
Report which require any clarification/ explanation.
Further the Secretarial Audit Report as provided by M/s. Jaymeen
Trivedi & Associates, Practicing Company Secretary for the financial
year ended, 31st March, 2015
COST AUDIT
Cost audit is not applicable for the Company.
VIGIL MECHANISM
As per Section 177(9) and (10) of the Companies Act, 2013, and as per
the Clause 49 of the Listing Agreement, the company has established
Vigil Mechanism for directors and employees to report genuine concerns
and made provisions for direct access to the chairperson of the Audit
Committee. Company has formulated the present policy for establishing
the vigil mechanism/ Whistle Blower Policy to safeguard the interest of
its stakeholders, Directors and employees, to freely communicate and
address to the Company their genuine concerns in relation to any
illegal or unethical practice being carried out in the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSEL) ACT, 2013:
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. 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.
ACKNOWLEDGEMENT
Your Directors wish to express their grateful appreciation to the
continued co-operation received from the Banks, Government Authorities,
Customers, Vendors and Shareholders during the year under review. Your
Directors also wish to place on record their deep sense of appreciation
for the committed service of the Executives, staff and Workers of the
Company.
DATE: 04.09.2015 FOR & ON BEHALF OF THE
PLACE: AHMEDABAD BOARD OF DIRECTORS
Sd/- Sd/-
(HARSHAD PATEL) (RAJESH CHRISTIE)
DIN : 02271611 DIN : 05267135 | 