dhyaani tile & marblez ltd share price Directors report


To,

The Members,

Dhyaani Tile and Marblez Limited,

Ahmedabad.

Your Directors have pleasure in presenting the 9th Annual Report of the Company with the audited statements of accounts for the year ended 31st March, 2023.

1. FINANCIAL RESULTS:

(Rs. In Lakhs)

Particulars For the Year 2022-23 For the Year 2021-22
Revenue from Operations 922.53 2025.83
Net Profit/Loss before Depreciation & amortization (5.06) 103.71
Less: Depreciation 1.67 -
Less: Finance Cost - 0.29
Net Profit /Loss Before Extra-Ordinary Item (6.73) 103.42
Current Tax 0.98 26.50
Net Profit/Loss for the year (7.71) 76.92

2. STATE THE COMPANYS AFFAIRS AND OPERATIONS:

Company is engaged in the business of trading of vitrified tiles used primarily for flooring solutions. During the year, your Company had a turnover of Rs 922.53 lakhs as compare to the total turnover of Rs 2025.83 lakhs recorded for the previous year and the net loss before tax for the current year is Rs 7.71 lakhs compared to profit of Rs 76.92 lakhs as recorded in the previous year.

3. CHANGE IN NATURE OF BUSINESS:

During the year under Report, there was no change in the nature of business of the Company.

4. TRANSFER TO RESERVES:

The Board of Directors has carried loss of Rs 7.71 lakhs to reserve account.

5. DIVIDEND:

Your Directors feel it prudent to plough back the profit in the interest of the growth of the Company. Keeping in view the requirement of the funds in future, your Directors have not recommended any dividend for the year ended 31st March, 2023.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There is no dividend declared in the previous year and hence no amount required to transfer to Investor Education and Protection Fund.

7. FIXED DEPOSITS:

The Company neither has accepted nor invited any deposit from the public, within the meaning of section 73 of the Companies, Act, 2013 and the Rules made thereunder.

8. SHARE CAPITAL:

THE AUTHORIZED SHARE CAPITAL:

The Authorised Share Capital of the Company is Rs. 160,00,000/-(Rupees One Crore Sixty Lakhs) divided into 16,00,000 (Sixteen Lakh) Equity share of Rs.10/- (Ten) each.

ISSUED, SUBSCRIBED & PAID-UP CAPITAL:

During the year, the Company got listed its equity shares on SME Platform of BSE Limited and has allotted 4,80,000 Equity Shares of face value of Rs. 10/- each fully paid at an Issue Price of Rs. 51/- per Equity Share, including Rs. 41/- each as premium, aggregating to amount of Rs. 2,44,80,000 to Retail Individual Investors and Non-Institutional Investor and Market Maker after obtaining Board approval in the Board Meeting held on 07.04.2022.

Therefore, as on March 31, 2023 the Paid-up Equity Shares of the Company was Rs.1,52,00,000 (One Crores Fifty-Two Lakhs) divided into 15,20,000 (Fifteen Lakhs Twenty Thousand) of Rs.10/- (Ten) each.

As on March 31, 2023 the Company has not issued any convertible instruments.

9. LISTING OF SHARES ON BSE -SME PLATFORM:

The Company got listed on SME Platform of BSE Limited on 12th April, 2022.

10. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

The material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report are mentioned as below:

I. Mr. Chintan Nayan Bhai Rajyaguru, Promoter and Managing director of the company has pledged his 4,16,667 Equity shares in favour of Mr. Bharat Chandratan Bagri on 11/07/2023.

II. Mr. Chintan Nayan Bhai Rajyaguru, Promoter and Managing director of the company has sold his 72,000 Equity shares on 11/08/2023, 16/08/2023, 17/08/2023 and 18/08/2023.

III. Mr. Naayanbhai Labhshanker Rajyaguru, Director and person belonging to promoter group has sold his entire shareholding of 8000 shares on 21/07/2023 and 10/08/2023.

IV. Mrs. Ilabben Nayanbhai Rajyaguru, the director and person belonging to promoter group sold her entire shareholding of 24000 shares on 21/07/2023, 03/08/2023, 04/08/2023 and 07/08/2023.

V. Ms. Khushbu Bharkatya has been appointed as the Company Secretary and Compliance officer of the Company at the Board Meeting held on 29.05.2023.

11. CHANGE OF NAME OF THE COMPANY:

During the year there is no change in the name of the Company.

12. DEMATERIALIZATION OF COMPANYS SHARES:

Your company has provided the facility to its shareholders for dematerialization of their shareholding by entering into an agreement with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

The ISIN number allotted to the company is INE0K5F01014.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of executive, non-executive and independent Directors including one woman Director. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the stakeholders.

1. Composition of Board/KMP as on 31.03.2023:

SI Name No Designation Date of Appointment/ Change in Designation
1 Mr. Chintan Nayan Bhai Rajyaguru (DIN:08091654) Managing Director 06.01.2022
2 Mr. Nayankumar Labhshanker Rajyaguru (DIN: 08997548) Executive Director 09.08.2021
3 Mrs. Ilaben Nayanbhai Rajyaguru (DIN: 08091655) Non - Executive Director 09.08.2021
4 Mr. Keval Dipakkumar Dave (DIN: 08631601) Independent Director 08.06.2022
5 Mr. Ashish Agarwal (DIN: 06904914) Independent Director 08.06.2022
6 Ms. Alpa Thummar Chief Financial Officer 15.11.2021

Further, Ms. Foram Ajmeri has resigned from post of Company Secretary and compliance officer w.e.f. 06.01.2023 and consequently Ms. Khushbu Bharkatya has been appointed as the Company Secretary and Compliance officer of the Company at the Board Meeting held on 29.05.2023.

All the Directors of the Company have confirmed that they have not disqualified from being appointed a director in terms of section 164 of the Companies Act, 2013

14. EXTRACT OF ANNUAL RETURN:

The Companies (Management and Administration) Amendment Rules, 2020 has done away the requirement of attaching extract of Annual Return in Form MGT-9 to Boards Report. The annual return in Form MGT-7 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at www.dhyaaniinc.com.

15. SUBSIDIARY, JOINT VENTYRE AND ASSOCIATE COMPANY

As Company does not have any Subsidiaries or Associates Companies or Joint ventures, it is not required to give disclosure in Form AOC-1 Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014.

16. MEETINGS OF BOARD:

Seven (7) Board Meetings were held, during the financial year 2022-23.

Details of Board Meetings are as under:

Date of Board Meeting
April 07, 2022
June 08, 2022
June 09, 2022
September 09, 2022
November 14, 2022
February 09, 2023
March 18, 2023

All the meetings of Board of Directors of the Company are scheduled well in advance and the Board meets at least once in a quarter to review the quarterly performance and the financial results. Agenda of the meeting were prepared and all necessary papers were circulated to Members of the Board in advance.

Independent Directors Meeting

The Independent Directors met on 31st March, 2023 and reviewed the performance of non- independent directors and the Board as a whole; the performance of the Chairman of the company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity, and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform the duties.

17. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors based on inputs from the directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings. Also, the Chairman was also evaluated on the key aspects of his role.

In the separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated. The same was discussed in the Board meeting that followed the meeting of the independent directors, at which the performance of the Board, its committee and individual director was also discussed.

18. COMMITTEES OF BOARD:

A. AUDIT COMMITTEE:

The Board of Directors has constituted Audit Committee comprising of three directors including two Independent Director and all having financial literacy. The committee was reconstituted on 09.06.2022, due to resignation of members of Board of Director.

The Composition of committee is as follow:

Name of the Member Nature of Directorship Designation in Committee
Mr. Keval D. Dave Independent Director Chairman
Mr. Ashish Agarwal Independent Director Member
Mr. Chintan Nayan Bhai Rajyaguru Chairman & Managing Director Member

The Functioning and terms of reference of the Audit Committee the role, powers and duties, quorum for meeting and frequency of meetings, have been devised keeping in view the requirements of Section 177 and all other applicable provisions of the Companies Act, 2013.

B. NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors has constituted Nomination and Remuneration Committee comprising of three directors including two Independent Director and one Non-executive director and all having financial literacy.

The committee was reconstituted on 09.06.2022, due to resignation of members of Board of Director. The Composition of committee is as follow:

Name of the Member Nature of Directorship Designation in Committee
Mr. Ashish Agarwal Independent Director Chairman
Mr. Keval D. Dave Independent Director Member
Mrs. Ilaben Nayanbhai Rajyaguru Non-Executive Director Member

The Functioning and terms of reference of the Nomination and Remuneration Committee the role, powers and duties, quorum for meeting and frequency of meetings, have been devised keeping in view the requirements of Section 178 and all other applicable provisions of the Companies Act, 2013.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www.dhyaaniinc.com/Home/policies and programs

C. STAKEHOLDER RELATIONSHIP COMMITTEE

The Board of Directors has constituted Stakeholder Relationship Committee comprising of three directors including two Independent Director.

The committee was reconstituted on 09.06.2022, due to resignation of members of Board of Director. The Composition of committee is as follow:

Name of the Member Nature of Directorship Designation in Committee
Mrs. Ilaben Nayanbhai Rajyaguru Non-Executive Director Chairperson
Mr. Keval D. Dave Independent Director Member
Mr. Ashish Agarwal Independent Director Member

19. MANAGERIAL REMUNERATION

The Particulars as required to disclose under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2022-23 are disclosed in Annexure-I, which formed part of the report.

20. COMPANYS POLICY ON DIRECTORS APPOINTMENT, NOMINATION, REMUNERATION AND FORMAL EVALUATION

Pursuant to provisions of Section 178 (1) of the Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection, nomination, appointment and remuneration of Directors suitably containing the criteria determining qualifications, positive attributes and independence of a Director. The policy is attached as Annexure- II to the report.

The policy is also uploaded on the Companys website at www.dhyaaniinc.com.

21. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

During the year under review, your company has appointed Shah Sanghvi & Associates, Chartered Accountants as the Internal Auditors of the Company for the Financial Year 2022-2023 to evaluate and manage the efficacy and adequacy of Internal Controls and to ensure that adequate systems which are placed in the company, are adhered with time to time checks and to ensure that the compliance procedures and policies are adhered. Moreover, during the year, such controls were tested and accordingly, no reportable material weaknesses in the operations of the company were observed.

22. DECLARATION BY INDEPENDENT DIRECTORS

(Pursuant to Provisions of section 149(6) of the Companies Act 2013)

All independent directors have given declarations confirming that they meet the criteria of independence as prescribed both under Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges.

23. DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 134 Clause (C) of Sub-Section (3) of the Companies Act, 2013, in relation to financial statements for the year 2022-23, the Board of Directors state:

1. In the preparation of the annual accounts for the financial year ended 31st March 2023, as far as possible and to the extent, if any, accounting standards mentioned by the auditors in their report as not complied with, all other applicable accounting standards have been followed along with proper explanation relating to material departure;

2. The Directors have 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 profit and loss account of the Company for that period;

3. The Directors have 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.

4. The Directors have prepared the annual accounts on a going concern basis; and

5. 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.

6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. STATUTORY AUDITORS:

M/s. J Singh & Associates, Chartered Accountants were appointed as Statutory Auditors of the Company for period of Five years from the conclusion of the 6th Annual General Meeting till the conclusion of the 11th Annual general Meeting of the Company.

The Report given by the Statutory Auditors on the financial statement for the financial year ending on 31st March, 2023 of the Company is part of this Report. There are no qualifications or adverse remarks in the Auditors Report which require any clarification/explanation. The Notes on financial statements are self-explanatory, if any, and needs no further explanation.

25. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

The Statutory Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

26. SECRETARIAL AUDITORS:

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration personnel) Rules, 2014, the Board of Directors appointed M/s Mukesh J. & Associates, Company Secretaries, Ahmedabad, Gujarat (Membership No. 29793, CP No. 23381) to conduct Secretarial Audit of the Company for Financial Year 2022-23. The Report of the Secretarial Audit Report is set out in an annexure as Annexure -III to this report.

With regard to observations of the Secretarial Auditor for non-compliances of various provisions of the Companies Act, 2013 and Listing Regulation, it is stated that the Company has taken note of the same and management has assured to take necessary actions to ensure that company complies with necessary compliances under the Companies Act, 2013 and Listing Regulation in timely manner.

27. INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, The Board of Directors, has appointed M/s Shah Sanghvi & Associates, Chartered Accountants, Ahmedabad as Internal Auditors of the Company for the Financial Year 2022-23.

28. DISCLOSURE WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013

Under Section 148 of the Companies Act, 2013, the Central Government has prescribed maintenance and audit of cost records vide the Companies (Cost Records and Audit) Rules, 2014 to such class of companies as mentioned in the Table appended to Rule 3 of the said Rules. The Company does not fall under Maintenance and audit of cost records and accordingly maintenance cost records and audit provisions are not applicable to the Company.

29. DISCLOSURE ON FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE ACT

There were no offences involving an instance of fraud reported by the Auditors of the Company under sub-section (12) of Section 143 of the Act other than those which are reportable to the Central Government for the year ended March 31, 2019.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loan, Guarantee and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

31. RELATED PARTY TRANSACTIONS:

All the transactions entered into with related parties as defined under the Companies Act, 2013 and the Listing Regulation, if any, during the year were on an arms length price basis and in the ordinary course of business. Such transactions have been approved by the Audit Committee. The Board of Directors of the Company has formulated the Policy on Related Party Transactions.

During the Financial Year 2022-23, the Company did not have any material pecuniary relationship or transactions with Non-Executive Directors. In the preparation of financial statements, the Company has followed the Accounting Standards. The significant accounting policies which are applied have been set out in the Notes to Financial Statements. The Board has received disclosures from Key Managerial Personnel, relating to material, financial and commercial transactions where they and/or their relatives have personal interest. There are no materially significant related party transactions which have potential conflict with the interest of the Company at large.

32. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review are as follows:

A. Conservation of Energy

a. Steps taken or impact on conservation of energy - The Operations of the Company do not consume energy intensively. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

B. Technology Absorption

a. The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

C. The Particulars of Foreign Exchange and Outgo for the year under review are:

(Rs. in Lakhs)

PARTICULARS YEAR ENDED 31st MARCH, 2023 YEAR ENDED 31st MARCH, 2022
FOREIGN EXCHANGE EARNING NIL NIL
FOREIGN EXCHANGE OUTGO NIL NIL

33. CORPORATE GOVERNANCE:

As per Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Para C of Schedule V relating to Corporate Governance Report, shall not apply to company listed on SME Exchange. The Company being a company listed on BSE SME Platform, preparation of corporate governance report is not applicable.

34. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Listing Obligation and Disclosure Requirement Regulation, 2015 of the SEBI, Management Discussion and Analysis Report are annexed as Annexure-IV herewith and form part of this Report.

35. CORPORATE SOCIAL RESPONSIBILITY(CSR) COMMITTEE:

The provisions for Corporate Social Responsibility Committee and Corporate Social Responsibility activities are not applicable to the Company.

36. ESTABLISHMENT OF VIGIL MECHANISM:

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has adopted a Whistle-Blower Policy/ Vigil mechanism, which provides a formal mechanism for all employees of the Company to make protected disclosures to the Management about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct. Disclosures reported are addressed in the manner and within the time frames prescribed in the Policy. During the year under review, no employee of the Company has been denied access to the Audit Committee.

37. DIRECTORS TRAINING AND FAMILIARIZATION

The Company undertakes and makes necessary provision of an appropriate induction programme for new Director(s) and ongoing training for existing Directors. The new Director(s) are introduced to the Company culture, through appropriate training programmes. Such kind of training programmes helps develop relationship of the directors with the Company and familiarize them with Company processes. The management provides such information and training either at the meeting of Board of Directors or at other places.

The induction process is designed to:

• build an understanding of the Companys processes and

• fully equip Directors to perform their role on the Board effectively

Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expectations from them.

38. RISK MANAGEMENT POLICY:

The Board reviews the risks associated with the Company every year while considering the business plan. Considering the size of the Company and its activities, it is felt that the development and implementation of a Risk management policy is not relevant to the Company and in the opinion of the Board there are no risks which may threaten the existence of the Company.

39. FINANCIAL STATEMNETS

The financial statements have been prepared in accordance with Ind AS prescribed under the Companies Act, 2013 as amended from time to time and other relevant provisions of the Act.

40. SECRETARIAL STANDRAD OF ICSI

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

41. SHARES

i) BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

ii) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

iii) PREFERENTIAL ALLOTMENT

The Company has not made preferential allotment during the year under review.

iv) BONUS SHARES

The Company has not issued any Bonus Shares during the year under review.

v) EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

42. SEXUAL HARASSMENT POLICY:

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2022-23, no complaints were received by the Company related to sexual harassment.

43. GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

Issue of equity shares with differential rights as to dividend, voting or otherwise.

Issue of shares (sweat equity shares) to employees of the Company under ESOS.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company operations in future.

44. APPRECIATION:

Your Directors wish to place on record their sincere appreciation and gratitude for the valuable support and co-operation received from the Customers and Suppliers, various Financial Institutions, Banks, Government Authorities, Auditors and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company for its success.

FOR ON BEHALF OF THE BOARD DHYAANI TILE AND MARBLEZ LIMITED

Sd/- Sd/-
CHINTAN NAYAN BHAI RAJYAUGUR NAYANKUMAR LABHSHANKER RAJYAGURU
MANAGING DIRECTOR DIRECTOR
DIN: 08091654 DIN:08997548
Date: 05/09/2023
Place: Ahmedabad