Dear Members,
The Board of Directors with authorization of Resolution Professional (RP) of the
Company presents to the members the 29th Annual Report together with the
Audited Financial Statements for the Financial Year ended 31st March, 2021.
The Honble National Company Law Tribunal(‘NCLT), Ahmadabad (Indore Bench), had
vide order dated 04.12.2020 admitted application for the initiation of the Corporate
Insolvency Resolution Process ("CIRP") of Corporate Debtor in terms of the
Insolvency and Bankruptcy Code, 2016(‘CODE) read with the rules and regulations
framed there under, as amended from time to time. Further, the NCLT vide order dated
04.12.2020 has appointed Mr. Sajjan Kumar Dokania (IBBI registration
no.IBBI/IPA-003/IP-N000150/2017-18/11729) as the Interim Resolution Professional has taken
over the management affairs of the Company. Pursuant to the publication of the admission
order and in accordance with the provisions of the code, the powers of the Board of
Directors of the Company have been suspended & stands vested in the Interim Resolution
Professional. Further, appointment as the Resolution Professional ("RP") was
subsequently approved by committee of creditors on 27th May, 2021.
FINANCIAL HIGHLIGHTS
The Companys financial performance for the year ended on 31st March, 2021
is summarized below:
(Rs. In Lacs)
| Particulars |
2020-21 |
2019-20 |
| Revenue from Operations |
0.00 |
0.00 |
| Add: Other Income |
0.01 |
0.02 |
| Total Revenue |
0.01 |
0.02 |
| Earnings Before Finance cost & Depreciation & Tax |
(30.27) |
(44.47) |
|
|
255.68 |
| Less: Finance Costs |
402.72 |
11.52 |
| Profit Before Depreciation |
(432.99) |
(55.99) |
| Less: Depreciation and amortization Expenses |
2.65 |
2.65 |
| Profit/(Loss) Before Tax (PBT) |
(435.64) |
(58.65) |
| Less: (a) Current Tax |
0.00 |
0.00 |
| (b) Deferred Tax |
0.00 |
(1.05) |
| Profit/(Loss)After Tax (PAT) |
(435.64) |
(245.58) |
| Add: Profit Brought Forward |
(41.31) |
204.27 |
| Less: Transferred during the year |
0.00 |
0.00 |
| Profit/(Loss) Available for Appropriation |
(476.95) |
(41.31) |
OPERATIONS:
The company has not operated during the Financial Year 2020-21. The Company has stopped
operations from July 2018.
BUSINESS PERFORMANCE AND THE STATE OF COMPANY AFFAIRS
There was no operation in the Company.
DIVIDEND
Your Directors regret their inability to recommend any dividend on equity shares in
view of the carry forward 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 the
annual return for the financial year 2020-21 is available on the website of the Company on
the weblink http://divyaivoti.net/AGM/ANNUAL%20REPORT%202020- %202021.pdf.
DATA OF MEETING:
As per the provisions of IBC, 2016 for the dues prior to 4th December 2020,
they have to lodge the claim with IRP/RP and the payment is to be decided as per
Resolution Plan approved by Honble NCLT. Proper notice has been given to RTA and CDSL but
despite the provisions of IBC, 2016 and notice thereof, they refuse to share data without
payment of Old due and the last date for holding the meeting is near as such we have to
decide to take old data.
COMPOSITION AND MEETINGS OF THE BOARD
The Board had three Committees the Audit Committees, Nomination Remuneration Committee
and the Stakeholders Relationship Committee. A detailed note on the composition of the
Board and its committees is provided in the Corporate Governance Report forming part of
this Annual Report.
5 (Five) meetings of the Board of Directors were held during the year. The details of
Board and Committee meetings are mentioned in the Corporate Governance Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board is suspended with effect 4th December, 2020 as per the order of
the NCLT. The NCLT vide order dated 04.12.2020 has appointed Mr. Sajjan Kumar Dokania
(IBBI registration no. IBBI/IPA-003/IP-N000150/2017-18/11729 as the Interim Resolution
Professional.
INDEPENDENT DIRECTORS
The Board has been suspended via order of NCLT mentioned above.
FORMAL ANNUAL EVALUATION
The Board carried out an annual performance evaluation of its own performance, the
Independent Directors individually as well as the evaluation of the working of the
Committees of the Board. The performance evaluation of all the Directors was carried out
individually by the Nomination and Remuneration Committee.
(i) During the year under review, there are no material changes and commitments
affecting the financial position of the Company which have occurred between the end of the
financial year to which the financial statements relate and the date of the Report.
(ii) There has been no significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status and Companys operations in future.
(iii) The composition of the Audit Committee of the Company is provided under Corporate
Governance Report, forming part of this Annual Report. Further, all the recommendations
made by the Audit Committee were accepted by the Board.
(iv) The operations of the Company have been closed since three years and the Company
has stopped production for various reasons.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors confirms
that:-
(i) In the preparation of the annual accounts, the applicable accounting standards have
been followed and that there are no material departures.
OIVYA JYOTI
(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 loss 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, 2013 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.
POLICIES
Policy on Directors Appointment and Remuneration
Matching the needs of the Company and enhancing the competencies of the Board are the
basis for the Nomination and Remuneration Committee to select a candidate for appointment
to the Board. The current policy is to have a balanced mix of executive and non-executive
Independent Directors to maintain the independence of the Board, and separate its
functions of governance and management.
The policy formulates the criteria for determining qualifications, competencies,
positive attributes and independence for the appointment of a director (executive/ non-
executive) and also the criteria for determining the remuneration of the directors, key
managerial personnel and other employees. The Complete policy is available on the web link
http://divvaivoti.net/Policies/Remuneration%20Policy.pdf
RISK MANAGEMENT POLICY
The policy is developed and implemented which deals with identifying risks inherent in
business operations of the Company and provides guidelines to identify, measure, report,
control and mitigate the identified risks. It helps to create and protect shareholder
value by minimizing threats or losses, and identify and maximizing opportunities.
All our corporate policies are available on the website of the Company under the
weblink (http://www.divyajyoti.net/Policies.html). The policies are reviewed periodically
by 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 requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The weblink for the same is http://www.divyajyoti.net/Policie
s/Sexual%20Harrassment%20Policy.pdf.
The Company has complied with provisions relating to constitution of Internal Compliant
Committee under the Sexual Harresment of Women at workplace (Prevention, Prohibition and
Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been initially set up and
reconstituted for further period according to the applicable legal provisions during the
Financial Year 2020-21, to redress complaints received regarding sexual harassment. All
kind of employees viz. permanent, contractual, temporary, trainees etc. are covered under
this policy.
No complaints pertaining to sexual harassment were received during FY 2020-2021.
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 of
the Company is to be ratified for the Financial Year 2020-21. The necessary information in
this respect is incorporated in the notice to this Annual General Meeting.
The Auditors Report contains qualification, reservation, adverse remark or disclaimer.
The Auditors Report is selfexplanatory and hence, do not call for any further comments.
SECRETARIAL AUDITOR
The Board has appointed CS Burhanuddin Ali Hussain Maksiwala, Practicing Company
Secretaries, of B Maksi Wala & Associates, Membership No.: 41988, CP: 23193, to
conduct Secretarial Audit for the FY 2020-21. The Secretarial Audit
Report for the Financial Year ended March 31, 2021 is annexed herewith. The Secretarial
Audit Report contain qualification, reservation, adverse remark or disclaimer. The
clarifications on remarks are given below:
| S. Compliance Requirement under Listing Agreement and Companies Act, 2013. |
Observations/Remarks |
Clarifications |
| 1. Regulation 7 (3) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations,2015. |
Non-Compliance of Compliance Certificate certifying maintaining transfer facility of
quarter ending on 30thJune, 2020, 30thSeptember, 2020,31 stDecember,
2020 and 31stMarch, 2021. |
Company has failed to pay annual and maintenance fees to registrar to an issue and
share transfer agents ("RTA"), hence company is facing non cooperation from the
RTA However, IRP/RP has paid annual fees for the Financial Year 2020-2021 to CDSL And Mr.
Sajjan Kumar Dokania has coordinated with RTA for providing necessary data for
compliances. |
| 2. Regulation 8 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations,2015 |
Company has failed to pay annual and maintenance fees to registrar to an issue and
share transfer agents, hence non compliance of cooperation with intermediaries, However,
IPR has paid annual fees for the Financial year 2020-2021 to CDSL. And, IPR Mr. Sajjan
Kumar Dokania has coordinated with RTA for providing necessary data for compliances. |
Same as mentioned in point no. 1. |
| 3. Regulation 13 (3) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,2015 |
Company failed to file the Statement of investor complaint of quarter ending on 30thJune,
2020, 31 stDecember, 2020 and 31 stMarch, 2021. |
Same as mentioned in point no. 1. |
| 4 Regulation 14 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations,2015 |
Company failed to pay listing fees of BSE Limited. |
Listing fees belongs to period prior to initiation of CIRP process .i.e. 4th
December, 2020 |
| 5 Regulation 15of Securities and Exchange Board of India(Listing Obligations and
Disclosure Requirements) Regulations,2015 |
Company has not filed corporate governance report for the quarter ended on 31 stDecember,
2020 and 31 stMarch, 2021. |
Same as mentioned in point no. 1. |
| 6 Regulation 29 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 |
Company has not made prior intimation with prescribed time period to the Stock
Exchange of the Board meeting held on 14th September, 2020 for approving financial result
for the quarter ended on 30th June, 2020. |
Due to COVID-19, it was difficult to complete audit on time. |
| 7 Regulation 31 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 |
Company has not filed Shareholding pattern of quarter ending 30thJune,
2020,30th September, 2020, 31st December, 2020 and 31stMarch,
2021 |
Same as mentioned in point no. 1. |
| 8 Regulation 40(9) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 |
Company has not filed Certificate from Practicing Company Secretary for the half year
ended on 30th September, 2020 and 31st March, 2021. |
Same as mentioned in point no. 1. |
| 9 Regulation 46 of Securities and Exchange Board of India (Listing Obligations
andDisclosure Requirements) Regulations, 2015 |
Company does not haveupdated website. |
There are non - compliances due to above mentioned reasons, reports has not been
updated on website |
| 10. Regulation 47 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 |
Company has not publish and intimate the newspaper advertisement as mandated under
regulation 47 of SEBI (LODR), 2015 |
Due to shortage of payment. The Company was not able to comply with this requirement. |
|
|
|
| 11 Regulation 55A of SEBI (Depositories and Participants) Regulations, 1996 as amended
Regulation 76 of (Depositories and Participants) Regulations, 2018 |
Company has not file report of Reconciliation of Share capital audit (XBRL) &
(PDF) of quarter ending 30th June, 2020, 30th September, 2020, 31stDecember,
2020 and 31st March, 2021 |
Same as mentioned in point no. 1. |
| 12 Section 73 of the Companies Act, 2013 read with rule 16 of the Companies
(Acceptance of Deposits) Rules, 2014 |
Company has not filed Annual return of Outstanding Loan as on 31 st March, 2020 (Not
Considered as deposit) in the E-form DPT-3 to Registrar of Companies, Gwalior (MP). |
Company is under CIRP from 4th December 2020 however point has been taken
on record and we are under process to file the DPY-3 |
| 13. Section 108 of the Companies Act, 2013 read with Rule 20 of Companies
(Management and Administration) Rules, 2014 |
Company has not published notice of Annual General Meeting held on 30th September,
2020 in the newspaper as prescribed under the act. |
Due to shortage of payment. The Company was not able to comply with this requirement |
| 14 Section 134 of the Companies Act, 2013 |
Board of the Company has not given its clarification on the qualification /
observations / remarks as reported by the Secretarial Auditor in its report for the year
ended 31st March, 2020. |
Matter relates to erstwhile management. Now, the Company is under NCLT. |
| 15 Section 179(3) of the Companies Act, 2013 |
Company has not filed E-Form MGT- 14inrespectofthefollowing resolutions during the FY
2020-21: i. Approval of Annual financial statements of the Company. ii. Approval of Board
report. iii. Approval of appointment of Secretarial Auditor. lv. Approval of appointment
of Internal Auditor. |
Company is under CIRP from 4th December 2020 however point has been taken
on record and we are under process to file the MGT - 14.however the current year MGT-14
has been filed within time. |
| 16 SEBI CircularNo.SEBI/HO/DDHS/CIR/P/2 018/144 Dated 26/11/2018 read with
BSE Circular No. LIST/COMP/59/2019- 20 dated 3rd March, 2020. |
Company has not filed disclosure under mentioned circular related to identification of
the Company as a Large Entity or Large Corporate as defined under clause 2.2 of the said
SEBI Circular. |
The Company has complied with this provision. |
| 17 Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018 |
Company has not complied under the said regulation for the quarter ended 30th June,
2020, 30th September, 2020, 31st December, 2020 and 31st March, 2021. |
Same as mentioned in point no. 1. |
| 18 Regulation 30(1) and (2) of the SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011 |
Company has not filed continual disclosures to the stock exchange where the shares of
the target company are listed. |
Company is under CIRP from 4th December 2020 and The board has been
suspended and demate account has been freeze by the BSE. |
COST RECODRS AND AUDIT
The maintenance of cost records as specified by the Central Government under Section
148 (1) of the Act is not applicable to the Company.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED
Particulars of investments of the Company are provided in the Financial Statements of
the Company for the year under review. The Company has not given any loan, guarantees and
securities in respect of loan as provided under Section 186 of the Companies Act, 2013 and
Rules made thereunder.
TRANSFER TO RESERVES
During the year, the Company does not propose to transfer any amount to the any
Reserve.
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 are forming part of the
Board Report.
I.CONSERVATION OF ENERGY
The company has not operated during the Financial Year 2020-21.
(Amt. in Rs)
| Power and Fuel Consumption |
2020-21 |
2019-20 |
| Electricity |
|
|
| Unit (KWH) |
9684 |
19369 |
| Total Cost (In Rs.) |
159198 |
229719 |
| Rate/Unit (In Rs.) |
6.5 |
6.5 |
| Coal |
|
|
| Quantity (Metric ton) |
0.00 |
264.490 |
| Total Cost (In Rs.) |
0.00 |
583201 |
| Rate/MT(In Rs.) |
0.00 |
2201 |
| Diesel |
|
|
| Quantity (Litre) |
0.00 |
0.00 |
| Total Cost (In Rs.) |
0.00 |
0.00 |
| Rate/Litre(In Rs.) |
0.00 |
0.00 |
II. TECHNOLOGY ABSORPTION
(A) Research & Development
1. The Company is not carrying on 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 on
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 imported technology and hence, the details required to be given
for imported technology is not applicable.
III. FOREIGN EXCHANGE EARNINGS & OUTGO
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 of
the Companies Act, 2013 and rules made thereunder; during the year under review.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration 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 as follows:-
i. The percentage increase in remuneration of each Director, Chief Financial Officer
and Company Secretary during the Financial Year 2020-21.
ii. Ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the Financial Year 2020-21 are as under:
| S. No. |
Name of Director / Key Managerial Personnel (KMP) and Designation |
Remuneration of Director/KMP for financial year 2020-21 (in lakhs) |
Ratio of Remuneration of each Director to median Remuneration of
employees |
| 1 |
Mr. Gopal Nyati Whole Director Time |
0 |
0 |
| 2 |
Mr. Girdhari Nyati Whole Director Time |
0 |
0 |
iii. In the Financial Year, there was an increase in the median remuneration of
employees: Nil.
iv. There were 2 permanent employees on the rolls of the Company as on 31 st March,
2021.
v. Average percentage increase made in the salaries of employees other than the
managerial personnel in the last Financial Year i.e. 2020-21 was: Nil
vi. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy
for Directors, Key Managerial Personnel and other Employees.
Further, In accordance with the provisions of Section 197(12) of the Act read with Rule
5 (2) and 5 (3) Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, read with Section 136 (1) of the Act, the Report and Accounts as set out therein,
are being sent to all Members of your Company excluding the statement as required under
the aforesaid rules. The copies of same is available for inspection by Member at its
registered office during working hours for a period of twenty one days before the date of
the annual general meeting i.e. from 9thOctober, 2021.
CORPORATE GOVERNANCE
The Report on Corporate Governance as stipulated under Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Listing
Agreement with the Stock Exchanges in India forms part of this Annual Report.
The requisite certificate and declarations are also annexed to the Corporate Governance
Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated
under Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is presented in a separate section and
forming part of the Annual Report.
ACKNOWLDGEMENT
Board of Directors would like to express 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
Companys executives, staff and Workers.
| On behalf of the Board of Directors |
|
| Place: Indore |
Sd/- |
| Date: 1st October, 2021 |
Sajjan Kumar Dokania |
|
Resolution Professional |
|
IP Registration no.: IBBI/IPA-003/IP-N000150/2017-2018/11729 |
+91-9892691696
