Divya Jyoti Industries Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the 27th Annual Report and the Companys Audited Financial Statements for the Financial Year ended 31st March, 2019.

FINANCIAL HIGHLIGHTS

The Companys financial performance for the year ended on 31st March, 2019 is summarized below:

(Rs. In Lacs)
Particulars 2018-19 2017-18
Revenue from Operations 195.94 12147.43
Add: Other Income 34.35 10.43
Total Revenue 230.29 12157.86
Earnings Before Finance cost & Depreciation & Tax 982.06 646.35
Less: Finance Costs 70.89 428.16
Profit Before Depreciation 911.17 218.19
Less: Depreciation and amortization Expenses 9.16 122.60
Profit Before Tax (PBT) 902.01 95.59
Less: (a) Current Tax 0.00 38.29
(b) Deferred Tax (.96) (6.50)
Profit After Tax (PAT) (901.05) 63.80
Add: Profit Brought Forward 1105.33 1041.53
Less: Transferred during the year 0.00 0
Profit Available for Appropriation 204.28 1105.33

BUSINESS PERFORMANCE AND THE STATE OF COMPANY AFFAIRS

During the year under review, your Company has recorded total revenue of Rs. 230.29 Lacs. The consolidated revenue from operations of the Company for the year ended 31st March, 2019.

DIVIDEND

The Company has not declared dividend for the period under review due to 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 2018-19 is available on the website of the Company on the weblink http://divyajyoti.net/AGM/ANNUAL%20REPORT%202018- %202019.pdf.

COMPOSITION AND MEETINGS OF THE BOARD

Currently, the Board has three committees: the Audit Committee, the 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.

7 (Seven) 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

1. Reappointment of Director

Based on recommendation of Nomination and Remuneration Committee and Audit Committee, Mr. Girdhari R Nyati (DIN: 00118079), Whole Time Director of the Company whose period of appointment as Whole Time Director.has expired on 28th September, 2019 was reappointed as Whole-time Director in the Board Meeting held on 8th August, 2019 subject to the approval of members at this Annual General Meeting. Necessary resolution seeking approval of the members for re-appointment of Mr. Girdhari R Nyati as Whole time Director has been incorporated in the Notice of the ensuing Annual General Meeting.

2. Retire by rotation of Director

In accordance with the provisions of Companies Act, 2013 and Articles of Association of the Company Mr. Gopal Nyati (DIN: 00784071), Whole Time Director retires by rotation and being eligible offers himself for reappointment & the declaration has been received from him certifying that he meets with criteria of appointment and holding office of Director thereto.

3. Resignation of Director

During the period under review Mr. Johnney Paul (DIN: 02302980), has resigned from directorship of the Company on 5th February, 2019.

4. Key Managerial Personnel

During the year, Ms. Suruchi Maheshwari has resigned from the post of Company Secretary and Compliance officer (KMP) w.e.f 4th December, 2018 and Ms. Nupur Mehta was appointed as Company Secretary and Compliance officer (KMP) of the Company w.e.f 28th January, 2019.

INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met on Thursday, the 4st day of February, 2019, inter alia, carried on the following business:

(i) Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole;

(ii) Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non- Executive Directors;

(iii) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

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 date of the Report.

(ii) There have not been 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 opened for 3 or 4 months and then the Company has stop production activity for remaining year due to 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 for the financial year ended 31st March, 2019, 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, 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://divyajyoti.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 2018-19, 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 2018-2019.

AUDITORS AND THEIR REPORTS

M/s. Anubhav Pradhan and Co., Chartered Accountants (ICAI FRN : 013822C) were appointed as Statutory Auditor of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on 27th September 2017 They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. The Auditors Report is self-explanatory and hence, do not call for any further comments.

SECRETARIAL AUDITOR

The Board has appointed M/s. Kaushal Ameta & Company, Practicing Company Secretaries, to conduct Secretarial Audit for the FY 2018-19. The Secretarial Audit Report for the financial year ended March 31, 2019 is annexed herewith. The Secretarial Audit Report does not contain qualification, reservation, adverse remark or disclaimer hence, The Secretarial Auditor Report is self-explanatory and hence, do not call for any further comments.

COST RECODRS AND AUDIT

The maintenance of cost records as specified by the Central Government under Section 148 (1) of the Act is applicable to the Company and accordingly such accounts and records are made and maintained.

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 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.

Power and Fuel Consumption 2018-19 2017-18
Electricity
Unit (KWH) 44232 2019104
Total Cost (In Rs.) 3744812 1,73,07,650.00
Rate/Unit (In Rs.) 6.5 8.57
Coal
Quantity (Metric ton)
Total Cost (In Rs.) 1405928 26181116.94
Rate/MT(In Rs.) 5325 6584.73
Diesel
Quantity (Litre) 19984 8931
Total Cost (In Rs.) 1348121 430170.36
Rate/Litre(In Rs.) 67.46 48.17

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

The Company has already established an export market for its products and has been taking keen interest for developing new export market for its products.

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.

Further, during the year under review, Company has received loan from Mr. Gopal Nyati (DIN:00784071) Whole Time Director of the Company for an aggregate amount of Rs.5750000/- (Thirty Fifty Seven Lacs and Fifty Thousand only), in accordance with the provisions of Companies Act, 2013 and under the declaration as prescribed under Rule 2(1) (c ) (vii) of the Companies (Acceptance of Deposits) Rules, 2014.

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 2018-19. ii. Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2018-19 are as under:

S. No. Name of Director / Key Managerial Personnel (KMP) and Designation Remuneration of Director/KMP for financial year 2018-19 (in lakhs) Ratio of Remuneration of each Director to median Remuneration of employees
1 Mr. Gopal Nyati Whole Time Director 0 0
2 Mr. Girdhari Nyati Whole Time Director 0 0

iii. In the financial year, there was an increase in the median remuneration of employees: Nil.

iv. There were six permanent employees on the rolls of the Company as on 31st March, 2019.

v. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2018-19 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 9th September, 2019.

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/- Sd/-
Date: 8th August, 2019 Girdhari Nyati Gopal Nyati
Whole Time Director Whole Time Director
DIN: 00118079 DIN: 00784071