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 |
|
+91-9892691696
