Divya Jyoti Inds Director Discussions


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