divyashakti gran Directors report

During the FY 2022-23, The revenue from operations increased from Rs.6357 Lakhs to 7553 Lakhs, thereby registering an increase of 18.81%. and profit before tax was Rs. 1101 Lakhs against Rs. 946 Lakhs of Previous year, representing an increase of 16.38%.

Your directors are pleased to recommend for your consideration a Dividend of Rs.2.00 per share (20% on the face value Rs.10/-) on the equity share capital of the company for the financial year ended 31^st March, 2023, aggregating an amount of Rs.205.38 Lakhs. The same is put for approval of members at the ensuing Annual General Meeting.

In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ("the Listing Regulations"), The Company has formulated a Dividend Distribution Policy.

The recommended dividend is in line with our Companys dividend policy, which is available on the Companys Website http://

The Company proposes to transfer an amount of Rs.577 Lakhs to Reserves during the financial year under review.

Cash and cash equivalents as at 31^st March, 2023 were Rs.708 Lakhs and Rs.1115 Lakhs in the previous year. The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters and they were kept under strict check through continuous monitoring.

Your Company has exported polished granite slabs and Quartz slabs valued at Rs.6804 Lakhs to U.S.A. during the year under consideration.

The year closed on a positive note with export orders on hand to the tune of Rs.500 Lakhs as compared to Rs.300 Lakhs of last year.

During the year the Company has not changed its business.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments that have bearing on the financial position of the Company.

There are no significant and material orders by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

The Management continuously reviews the internal control systems and procedures for the efficient conduct of the Companys business. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensure that all its assets are safeguarded and protected against losses. The Internal Auditors of the company conduct audit on regular basis and the Audit Committee periodically reviews internal audit reports and effectiveness of internal control systems.

The Company does not have any Subsidiaries or Joint-Venture or Associate Companies.

Since the Company does not have any Subsidiaries or Joint Venture or Associate Companies, consolidation of financial statements of the Company is not applicable.

The Company has not accepted/renewed any fixed deposits from the public during the year.

M/s. Pavuluri & Co, Chartered Accountants, Hyderabad (Firm Registration. No.012194S), Independent Auditors of the Company were appointed in the Annual General Meeting held on 18^th August, 2022 for a period of Five years till conclusion of Thirty Sixth (36^th) Annual General Meeting to be held in the year 2027 and no ratification is required based on the amended Section 139 of the Companies Act, 2013 and the ordinary resolution passed at the previous Annual General Meeting.

There are no observations in the Audit report which require any comments of the Directors for the Financial Year 2022-23.

Pursuant to provisions of Section 204 of the Companies Act, 2013, M/s. Puttaparthi Jagannatham, Company Secretaries, Hyderabad has undertaken the Secretarial Audit of the Company. The Secretarial Audit Report obtained is annexed within as Annexure-I. The Secretarial Audit report does not have any qualifications, reservations, observation or adverse remark.

The extract of the Annual Return is placed on the website of the Company. The link to access the same is:

The Paid-up share capital of the Company is Rs.102688700/- and there has been no change during the year.

None of the following issues were taken up during the year and hence details thereof were not required to be furnished

A) Issue of shares with differential rights

B) Issue of sweat equity shares

C) Issue of employee stock options

D) Provision of money by company for purchase of its own shares by employees or trustees for the benefit of employees

a) Awareness programmers for employees were conducted for reducing energy waste.

b) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

c) No specific Capital investment has been made on reduction in energy consumption during the current financial year.

No outside technology is being used for manufacturing activities; therefore, no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire research and development activities are directed to achieve the aforesaid goal.

(C) Foreign exchange earnings and outgo:

Details of foreign exchange earnings and outgo are as follows

a) Foreign Exchange Earnings : Rs. 6804.35 Lakhs

b) Foreign Exchange Outgo : Rs. 423.71 Lakhs

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has constituted the CSR committee consisting of the following Directors with the roles and responsibilities duly defined in accordance with the CSR Policy Rules. The Committee met on 12^th January, 2023 during the financial year ended 31^st March, 2023.

The Board of Directors on the recommendation of CSR Committee framed a CSR Policy in consonance with Section 135 of The Companies Act, 2013 read with rules framed there under duly indicating the activities to be undertaken by the Company as specified in the Schedule VII of The Companies Act, 2013. The Company as part of its CSR initiative undertook the CSR activities by providing children care via Janyaa Foundation, have donated for the Construction of Old age homes, have donated educational needs to Orphans and donated to Narsapur Municipal Corporation which comes under the vicinity of Factory for overall development of the area.

The Annual Report on CSR activities, pursuant to Rule 8 of The Companies (Corporate Social Responsibility) Rules, 2014, is given in Annexure-II and forms part of this Report.

i. Pursuant to the provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013, Sri Nallapati Hari Hara Prasad (DIN: 00354715) has been re-appointed as the Managing Director of the Company for a period of 5 years with effect from 4^th March, 2023 at the Board Meeting held on 20^th January, 2023 and subsequently approved by the Shareholders by the Postal Ballot.

ii. Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Ms. Anuradha Anne, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

All the Independent Directors have given declarations under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(2) and 25 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has formulated a policy for evaluation of its Board, Board Committee, Directors, and their performances and carried out an evaluation of them. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The Directors met for 5 times during the financial year 2022-23. A calendar of meetings is prepared and circulated in advance to all the Directors. The number and details of the meetings of the Board are furnished in the Corporate Governance Report.

A separate meeting of Independent Directors of the Company was held on 20^th January, 2023 as required under Schedule IV to the Companies Act, 2013 (Code for Independent Directors) and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. At the Meeting, the Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole.

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The Familiarisation programme for Independent Directors is disclosed on the Companys website.

The Board of Directors of the Company constituted Audit Committee consisting of the following Directors, with the roles and responsibilities duly defined in accordance with the applicable statutory and other requirements. During the year, four (4) meetings of the Committee took place.

The Board has accepted all the recommendations of the Audit Committee.

The Company at present has the vigil mechanism to deal with the instances of fraud and mismanagement, if any. The Company ensures that strict confidentiality is maintained while dealing with the concerns and also that no discrimination is meted out to any person for a genuinely raised concern. It is taken care of by the audit committee of the company.

The Company has also formulated Whistle Blower Policy through which its Directors, Employees and Stake Holders can report their genuine concern about unethical behavior, actual or suspected fraud, or violation of the Companys Code of Conduct or Ethics Policy.

The Company hereby affirms that no Director/employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

The Board of Directors have approved a code of conduct which is applicable to the members of the Board and all employees in the course of day-to-day business operations of the Company. The Company is against bribery, corruption and unethical dealings / behaviours of any form and the board has laid down the directives to counter such acts. The code laid down by the Board is known as "Code of Business Conduct" and declaration with respect to its compliance forms an appendix to the Report.

The code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board members and Senior Management Personnel have confirmed compliance with the code. All management staff were given training in this regard.

The Company has adopted a Code of Conduct as per Securities and Exchange Board of India (SEBI) (Prohibition of Insider Trading) Regulations, 2015 for prevention of insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The code requires pre clearance for dealing in the Companys shares and prohibits the purchase or sale of Companys shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed. The Board is responsible for implementation of the code. The Code is in line with the latest amendments.

During the year under review, there has been due compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Board of Directors of the Company constituted of Nomination and Remuneration Committee consisting of the Following are the members of Nomination and Remuneration Committee with the roles and responsibilities duly defined and in accordance with the applicable statutory and other requirements.

The Board has formulated a policy in consultation with the Nomination and Remuneration Committee for selection and appointment of Directors, Senior management and fixation of their remuneration keeping in view the requirements given in Section 178 of the Companies Act, 2013 and it also involves in the evaluation of the Board and its remuneration policies. During the Financial Year under review, the Committee has met one time i.e. on 18^st January, 2023.

All transactions entered with Related Parties for the year under review were on arms length basis. The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto are disclosed in Form No. AOC-2 as Annexure-III to this Report.

Policy on Related Party Transactions as approved by Board has been uploaded on Companys

There were no materially significant transactions with Related Parties during the financial year 2022-23 which were in conflict with the interest of the Company. Suitable disclosures as required under Accounting Standard have been made in Note 3.07 of the Notes to the financial statements.

Details of the ratio of the remuneration of each Director to the median employees remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

a)

b) There is no information required pursuant to Section 197 read with 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as no employee of the Company is covered by these rules.

c) It is hereby affirmed that the remuneration paid is as per the remuneration policy for Directors, Key Managerial Personnel and other Employees.

d) The median remuneration of employees of the company during the financial year was Rs. 1.02 Lakhs

e) There were permanent employees on the rolls of company as on 31^st March,2023

f) No Director is in receipt of any commission from the company and the Managing Director and Whole-time Director of the Company have not received any remuneration or commission from any other Company subject to its disclosure by the Company in the Boards Report.

The Directors reaffirm their commitment to good corporate governance practices. During the year under review, the Company was in compliance with the provisions relating to corporate governance as provided under Regulation 27 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The compliance report, together with the Auditors Certificate on compliance with the conditions of Corporate Governance of the Listing Regulations is enclosed as Annexure-IV to this Report.

The Managing Director and Chief Financial Officer of the Company have issued necessary certificate pursuant to the provisions of Regulation 17(8) of the Listing Regulations and the same forms part of this Report.

Your Company continuously monitors business and operational risk through business process, reengineering and reviewing areas such as production, finance, legal and other issues. An exhaustive exercise is underway to bring a model regulating risk management mechanism. Your Companys assets are adequately insured against the risk from fire and earthquake.

There is no identification of risks which in the opinion of the Board may threaten the existence of the Company

29. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed and that there are no material departures;

(b) We have selected such accounting policies in consultation with 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;

(c) We have taken proper and sufficient care 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;

(d) The annual accounts have been prepared on a going concern basis;

(e) The 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; and

(f) We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

At present the equity shares of the Company are listed on The Bombay Stock Exchange at Mumbai. The Company confirms that it has paid Annual Listing Fees due to The Bombay Stock Exchange for the year 2023-24.

As the Members are aware, your Companys shares are tradable compulsorily in electronic form and your Company has established connectivity with Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the Members are requested to avail the facility of Dematerialization of the Companys shares on NSDL & CDSL. The ISIN allotted to the Companys Equity shares is INE410G01010.

The Company is pursuing the shareholders, holding the shares in physical form for dematerialization of their shares.

There are no loans, guarantees or investments made under section 186 of the Companies Act, 2013.

The Management Discussion and Analysis Report as required Regulation 34(3) and 53(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 With Stock Exchange forms part of this report as Annexure-V.

The "Internal Complaints Committee" constituted as per Section 4 (1) of Sexual harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013 has the following members.

During the year under review, no complaints of harassment at the workplace were received by the committee.

Your Directors place on record their appreciation of the financial assistance and support extended by HDFC and State Bank of India. The Directors thank the shareholders for their continued confidence and trust placed by them with the Company. The Board also thanks all categories of employees of the Company for their dedicated and sincere services.