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Directors Report of Divinus Fabrics Ltd.

Mar 31, 2016

Dear Stakeholders,

The Directors present herewith the 31st Annual Report of the Company for the year ended 31st March, 2016.

FINANCIAL HIGHLIGHTSHIGHLIGHTS

(Amt. in Lakhs)

Particulars

For the Year Ended 31.03.2016

For the Year Ended 31.03.2015

Sales

326.40

503.44

Other Income

12.49

6.94

Total Income

338.89

510.38

Total Expenditure

335.11

502.35

Profit/(Loss) before tax

3.78

8.03

Provision for Tax

1.24

2.68

Net Profit/(Loss)

2.74

5.35

Paid Up Share Capital

445.70

445.70

REVIEW OF OPERATION

During the year under review your Company’s performance satisfactory under the challenging market circumstances. The turnover and the net profit of the company have decreased by 35.11% and by 63.73% respectively, in comparison to the turnover and net profit of the previous year. The Company has earned the total revenue of Rs.326.40 Lakh and other income of Rs.12.49 Lakh as compared to Rs.503.44 Lakh of Sale and Rs.6.94 Lakh of other incomes in previous Financial Year. The profit margin of the company has contracted.

SHARE CAPITAL

The issued, subscribed and paid up capital of the Company is Rs.44,570,040 (Rupees Four Crore Forty Five Lacs seventy Thousands Forty) divided into 44, 57,004 (Forty four lacs fifty seven thousands four) equity shares of Rs.10 each. There has been no change in the share capital of the Company during the year.

DIVIDEND

The Board of Directors of your Company is of the opinion that keeping in view the future fund requirements of the Company and average financial performance, your Directors have not recommended any dividend on equity shares for the year under review. The Board assures you to present a much strong financial statements in coming years.

RESERVE

The net movement in major reserves of the Company for Financial Year 2015-16 and the previous year as follows:

Particulars

31/03/2016

31/03/2015

Surplus in Statement of Profit and Loss

Opening balance

2,635,680

2,131,174

Net Profit / (Loss) for the year

274,206

534,752

Excess / (Short) of Previous Years

-

(30,246)

Sub Total

2,909,886

2,635,680

(-) Utilized for issue of Bonus Shares

-

-

(-) Tax on Dividend

-

-

2,909,886

2,635,680

DETAIL OF BOARD MEETING

The Board met Six times during the financial year. The gap between any two meetings was within the period prescribed by the Companies Act, 2013

STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTOR

The Board of Directors of the Company has received declaration of Independence from each Independent Director in pursuance of section 149(7) of the Companies Act, 2013.

POLICY REGARDING THE APPOINTMENT OF BOARD OF DIRECTORS

The Board of Directors adopted uniform policy for the appointment of Director in pursuance of various provisions of Companies Act and Listing Agreement.

Detail of Board of Directors

Sr.

No.

Name of Director

Designation

Date of Appointment

Date of Cessation

1.

Gagan Anand

Managing Director

30.05.2016

-

2.

Arvind Agarwal

Director

01.03.2013

-

3.

Kuldip Singh

Director

14.06.2013

-

4.

Preeti Srivastava

Director

31.03.2015

-

5.

Rajesh Agarwal

Director

01.03.2013

19.10.2015

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act is annexed as Annexure1 to this Report.

ANNUAL EVALUATION OF PERFORMANCE OF BOARD OF DIRECTORS AND ITS COMMITTEES

Pursuant to the provisions of the Act, the Board has carried out an annual evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its Committees. The following process was adopted for Board Evaluation:

Feedback was sought from each Director about their views on the performance of the Board covering various criteria such as degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management and efficacy of communication with external stakeholders. Feedback was also taken from every director on his assessment of the performance of each of the other Directors.

Every statutorily mandated committee of the Board conducted a self-assessment of its performance and these assessments were presented to the Board for consideration. Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

Feedback was provided to the Directors, as appropriate. Significant highlights, learning and action points arising out of the evaluation were presented to the Board.

DIRECTORATE

In accordance with the requirements of the Companies Act, 2013 and the Company’s Articles of Association, there is no such Director who is eligible for retire by Rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013

During the year Company has appointed Mr. Gagan Anand as Managing Director and Chief Financial Officer of the Company with effect from 30th May, 2016. Also Mr. Rajesh Agarwal, Managing Director has resigned from the post with effect from 19th October, 2015.

REMUNERATION POLICY FOR THE BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In terms of the provisions of Section 178(3) of the Act and as per the Listing Agreement, the Nomination and Remuneration Committee is responsible for formulating the criteria for determining qualification, positive attributes and independence of a Director. The Nomination and Remuneration Committee is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees. In line with this requirement, the Board has adopted the Policy on Board Diversity and Director Attributes and Remuneration Policy for Directors, Key Managerial Personnel and other employees of the Company. The Remuneration Policy is annexed as Annexure 2 to this report.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope:

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The information on conservation of energy and technology absorption stipulated under Section 134 (3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014:

The Company did not use any energy during the year under review. Your Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible.

Further your company has not imported any technology. However we believe and use information technology in all spheres of our activities to improve efficiency levels.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Detail of Foreign exchange earnings and outgo of your Company is below mentioned:

Particulars

FY 2016

FY 2015

Foreign Exchange earning

0.0

0.0

Foreign Exchange outflow

0.0

0.0

LISTING ON THE STOCK EXCHANGE

The Company''s shares are listed with BSE Limited and the Company has paid the necessary listing fees for the Financial Year 2016-17,

CORPORATE GOVERNANCE REPORT

In pursuance of SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 shall be applicable on those companies having paid up equity share capital exceeding Rs.10 crore and Net Worth exceeding Rs.25 crore, as on the last day of the previous financial year. The paid up share capital and net worth of your company do not qualify for applicability of Regulations of SEBI disclosure requirement. Therefore separate Report of Corporate Governance is not attached herewith.

In spite of above said SEBI circular, Your Company adopts best practices for corporate governance, disclosure standard and enhanced shareholder value while protecting the interest of all other stakeholders including clients, its employee. This has enabled your Company to earn the trust and goodwill of its investors, business partners, employees and the communities in which it operates. Your directors believe that Company profitability must go hand in hand with a sense of responsibility towards all stakeholders, employee and communities.

RELATED PARTY TRANSACTION

There were no contracts or arrangements entered into by the Company in accordance with the Section 188 of the Companies Act, 2013.

DEPOSITS

The Company has not accepted any deposits during the under review.

DIRECTOR’S RESPONSIBILITY STATEMENT IN PURSUANCE OF SECTION 134(3)(C) OF THE COMPANIES ACT, 2013

The financial statements are prepared in accordance with the Accounting standard as prescribed under Section 133 of the Companies Act, 2013 (‘the Act’), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). There are no material departures from prescribed accounting standards in the adoption of these standards.

The directors confirm that:

- In preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards have been followed.

- 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 of the profit and loss of the Company for that period.

- The directors have taken proper and sufficient care towards 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.

- The directors have prepared the annual accounts on a going concern basis.

- The directors have laid down internal financial controls, which are adequate and are operating effectively.

- The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure 3 to the Board''s report.

AUDITORS -STATUTORY AUDITORS

At the Annual General Meeting held on 29th September, 2014, Sudhir Agarwal & Associates, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2019. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of Sudhir Agarwal & Associates, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The Auditor Report for the FY 2014-15 forms part of the Annual Report as Annexure 4 to the Board’s Report. Auditors Report in respect of the Financial Statement for the current Financial Year given by M/s. Sudhir Agarwal & Associates, Chartered Accountant is self Explanatory and the Statutory Audit Report does not contain any qualification, reservation or adverse remark.

-SECRETARIAL AUDITOR

RANJEET VERMA & ASSOCIATES, Practicing Company Secretary was appointed to conduct the secretarial audit of the Company for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 and Rules there under. The secretarial audit report for FY 2015-16 forms part of the Annual Report as Annexure 5 to the Board''s report.

In the opinion, and to the best of the information and according to the records and explanation provided to Secretarial Auditor, Auditor has found the following observations:

1. NON COMPLIANCE IN APPOINTMENT OF COMPANY SECRETARY OF THE COMPANY

As per the provisions of the section 203 of the Companies Act 2013 & other applicable laws, a listed company has whole time company secretary in employment.

As per the records provided to us and examined by us the Company has not appointed a whole time Company Secretary

2. NON COMPLIANCE IN APPOINTMENT OF CHIEF FINANCIAL OFFICER OF THE COMPANY

As per the provisions of the Companies Act 2013 & other applicable laws, a listed company must have Chief Financial Officer of the Company.

As per the records provided to us and examined by us the Company has not appointed Chief Financial Officer.

3. NON COMPLIANCES OF SS-1 & SS-2 (MINUTES OF BOARD MEETING & GENERAL MEETING)

As per the requirement of the Companies Act 2013, Secretarial Standards issued by ICSI and other applicable laws. Every listed company and other specified companies have to maintain minutes of their all meetings as per the SS-1 & SS-2.

As per the records provided to us and examined by us The Company has not prepared the minutes & notices of Board Meeting , General Meeting and other Meeting as applicable to the Company as per the requirement of SS-1 & SS-2 and other applicable provisions of the Companies Act 2013.

4. STATUTORY RECORDS NOT MAINTAINED AS PER THE REQUIREMENT OF COMPANIES ACT 2013 & OTHER APPLICABLE LAWS

- The maximum Statutory Records of the Company are maintained as soft copy.

- The Various Registers of the Company are not properly maintained.

5. NON COMPLIANCE OF FORM MBP-1(DISCLOSURE OF INTEREST OF DIRECTOR)

As per the requirement of Section 184 of companies Act 2013 every Director of the company has to disclose his interest by giving a notice in writing in form MBP-1.

The Form MBP-1 was not prepared as per the requirement of the Section 184 of the Companies Act 2013. The Directors of the Company have not disclosed their interest in writing as per the applicable provisions.

6. NON UPDATION OF THE COMPANY’S WEBSITE

The Website of the company is under the process for updation.

Management Reply

Management assure you that effective stapes will be taken in the coming years to have compliance with all observation provided by the auditors.

LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

The Company has given short term loan & Advances of Rs.34,352,761 in current financial year, the details of which is mentioned in the balance sheet attached to this report.

SIGNIFICANT AND MATERIAL ORDERS

During the year under Review Trading of Shares was suspended on BSE Limited vide Notice No. 20151221-2 dated 21st December, 2015. It is also hereby informed that pursuant to order No. 2016053013 passed by Hon’ble Delhi High Court dated May 11, 2016, trading in equity shares of the company shall resume with effect from Tuesday, May 31, 2016.

INTERNAL FINANCIAL CONTROL

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance of corporate policies. The Company has a well defined delegation of authority limits for approving revenue as well as expenditures. Processes for formulating and reviewing annual and long term business plans have been laid down.

The Audit Committee deliberated with the members of the management, considered the systems as laid down and met the statutory auditors to ascertain, inter alia, their views on the internal financial control systems. The Audit Committee satisfied itself on the adequacy and effectiveness of the internal financial control system as laid down and kept the Board of Directors informed.

MATERIAL CHANGES AND COMMITMENT

In the year your Company not entered as such contract, agreement or arrangement which affects the material position and financial position of the Company.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has formulated a Risk Management Policy which aims at enhancing shareholders’ value and providing an optimum risk reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

PREVENTION OF SEXUAL HARASSMENT

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules framed there under.

SUBSIDIARIES AND ASSOCIATES

Company does not have any subsidiary or associates Company.

PARTICULARS OF EMPLOYEES

During the year under review no employee is covered as per rules 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore no statement is required be given showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are not applicable.

PARTICULARS OF REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2015-16:

No Director has drawn any remuneration from the Company, therefore ratio of remuneration of each director the median remuneration of the employees of the Company is 1.9.

ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2015-16:

No Director has drawn any remuneration from the Company during the financial year 2014-15, therefore the percentage increase in remuneration is nil.

iii) The percentage increase in the median remuneration of employees in the financial year 2015-16:

During the financial year 2015-16, Company has not paid any remuneration to the employees. So the percentage increase in median remuneration is not ascertainable.

iv) The number of permanent employees on the rolls of company: 0

v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

No Director has drawn any remuneration from the Company during the financial year 2014-15, therefore the Average percentile increase in remuneration is nil.

vi) the key parameters for any variable component of remuneration availed by the Directors:

The key parameters for the variable component of remuneration, if any, availed by the Directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Nomination & Remuneration Policy for Directors.

No Director has drawn any remuneration from the Company during the financial year 2015-16.

vii) Affirmation that the remuneration is as per the remuneration policy of the Company:

It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration Policy of the Company.

VIGIL MECHANISM

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. In line with the Code of Conduct, any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the Code of Conduct cannot be undermined.

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company’s code of Conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of the Company.

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and the State Government as well as their respective Departments and Development Authorities connected with the business of the Company, the Bankers of the Company as well as other Institutions for their co-operation and continued support.

b) The Shareholders, Suppliers and the Contractors for the trust and confidence reposed and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated Endeavour towards attainment of better working results during the current year.

By the order of Board of Director of Divinus Fabrics Limited

(Formerly known as Avishkar Finance Company Limited)

Regd. Office:

Plot No. 15, B-2, D Block Market,

Vivek Vihar, Delhi - 110095

Sd/- Sd/-

Date: 03.08.2016 Gagan Anand Arvind Agrawal

Place: New Delhi Managing Director Director

DIN: 06957651 DIN: 03035484


Mar 31, 2014

Dear Stakeholders,

The Directors present herewith the 29th Annual Report of the company for the year ended 31st March, 2014. FINANCIAL RESULTS

(In Rs. Lakh)

Particulars 31.03.2014 31.03.2013 For the Year For the Year Ended Ended

Sales 457.64 42.13

Other Income 3.10 0.01

Total Income 460.74 42.14

Total Expenditure 442.90 39.51

Profit/(Loss) before tax 17.84 2.63

Provision for Tax 6.69 0.81

Net Profit/(Loss) 11.15 1.82

Paid Up Share Capital 445.70 24.75

FINANCIAL HIGHLIGHTS

During the year under review your Company''s performance was good as compared to previous year. The Company has earned the total revenue of Rs. 457.64 Lakh and other income of Rs. 3.10 Lakhs as compared to Rs. 42.13 Lakh of Sale and Rs. 0.01 Lakh of other incomes in previous Financial Year and thereby registered an increase of many folds. The Net Profit after tax of the Company for the year under consideration is Rs. 11.15 Lakh which is more than 6 times of the Profit after tax for previous Financial Year. Your Company hopes to increase its presence in other geographical market in the coming years, which would significantly increase the top line and also its profitability.

DIVIDEND

As the Company has started new line of business and is new in the fabric industry which require capital investment therefore Directors wants to save the current profit for the investment purpose, hence no Dividend declared for the Financial Year 2013-14. The Board assures you to present a much strong financial statements in coming years.

CHANGE IN THE SHARE CAPITAL OF THE COMPANY

During the year under reporting the Authorised share capital of the Company has been increased from Rs. 2475000 to Rs. 50,000,000 by passing the required resolution and after following the proper course of action as prescribed under law and applicable at that time. All the regulatory requirements regarding the increase in Authorised share capital has been compiled by the Company.

The Paid up capital of the Company was changed twice during the year. Once it was changed due to issue of the Equity shares on preferential basis to the selected group of investors and second time due to bonus issue. The Company has allotted 1981002 equity shares to the strategic investor on the preferential basis and allotted 2228502 Equity Shares as bonus to the shareholders on 26.11.2013. The total paid up capital of the Company as on the date stands Rs. 44570040.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with stock exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance as well as the Statutory Auditors'' Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.

Your Company has always practiced sound corporate governance and taken necessary actions at appropriate times for meeting stakeholders'' expectations while continuing to comply with the mandatory provisions of corporate governance and it has been endeavor of your company to follow and implement the best practices in corporate governance, in letter and spirit.

DIRECTORS

In accordance with the requirements of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Rajesh Agrawal, the Director of the Company who retire by rotation and being eligible to offer himself for reappointment is proposed to be re-appointed at this Annual general Meeting.

Section 178 of the Companies Act, 2013 require a company to constitute a committee to be named as remuneration and nomination Committee consisting of at least Three Non Executive Director. The Board of the Company as on 31.03.2014 consists of Three Directors. One of them is Managing Director and other Two are Independent Directors. In order to comply with the requirement of the said provisions Mr. Gagan Anand was appointed as the Additional Non Executive Director of the Company by the Board of Directors in their Meeting held on 26.08.2014. Company has received a notice from the member of the Company along with the Deposit amount of Rs. 100000 proposing the candidature of Mr. Gagan Anand to the office of Director. Accordingly the resolution has been placed in the notice to the Annual general meeting proposing appointment of Mr. Gagan Anand as Non Executive Directors of the Company.

The Companies Act, 2013 provides for appointment of Independent Directors. Section 149(10) of the Companies Act, 2013 (effective April 1, 2014) provides that Independent Directors shall hold the office for a term of up to five consecutive years on the Board of a Company; and shall be eligible for re-appointment on passing a Special Resolution by the Shareholders of the Company.

At Divinus Fabrics Limited, the Independent Directors were appointed as the directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. Section 149(11) of the Companies Act, 2013 states that no Independent Director shall be eligible for more than two consecutive terms of five years. Section 149(13) states that the provisions of retirement by rotation as defined in 152(6) and (7) of the Act shall not apply to such Independent Directors. Therefore it is proposed to re-appoint Independent Directors not to retire by rotation and also to fix their tenure. Resolution in this respect has been placed in the notice to the Annual General Meeting.

During the year under reporting Mr. Shyam Kamati and Mr. Devendra were not able to continue with their Directorship of the Company.

Brief resume of Director proposed to be appointed or re-appointed, nature of their experience in their specific functional areas, name of the Companies in which they hold directorship and membership / chairmanship of the Board Committees, Shareholding as stipulated under Clause 49 of the Listing agreement with the stock exchanges forms part of the Notice.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 regarding the Directors'' Responsibility Statement, it is hereby stated:

i. In the preparation of annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. The Directors have selected such accounting policies and applied them consistently and made judgements 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 ended March 31st 2014 and of the profit or loss of the Company for that period.

iii. The Directors had 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.

iv. The Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

During the period under review, the company does not have any employee who is covered under Section 217(2A) of the Companies Act, 1956.

PUBLIC DEPOSIT

During the year under review, your company has not invited any deposits from the Public and has not accepted deposits in any manner.

AUDITORS

The Auditors M/s. Nitin Mittal & Co, Chartered Accountants, the Statutory Auditors of the Company who has resigned from his office with effect from 1st Day of June 2014. The Board has appointed M/S Sudhir Agrawal & Associates, Chartered Accountants having FRN 509930C in place of M/s Nitin Mittal & Company. In terms of Section 139 the appointment of M/s Sudhir Agrawal & Associates in place of M/s Nitin Mittal & CO. is required to be approved by the shareholders of the Company. Therefore a resolution to this effect has been placed in the Notice to the AGM.

The Board recommends the appointment of M/s Sudhir Agrawal & Associates, Chartered Accountants FRN 509930C as the Statutory Auditors of the Company to hold the office from the conclusion of this annual General meeting till the Conclusion of 34th Annual General meeting. However the appointment shall be subject to the ratification by the members of the Company in each Annual General Meeting.

M/s. Sudhir Agrawal & Associates has given his consent for the appointment as the statutory Auditor of the Company and certificate as envisaged under section 139 (1) read with Rule 4 of the Companies (Audit & Auditors) Rules 2014, to the effect that appointment if made shall be within the limit laid down under Companies Act 2013.

AUDITORS'' REPORT

Auditors Report in respect of the Financial Statement for the current Financial Year is self Explanatory and does not warrant any further comments, explanation from the Directors under section 217 (3) of the Companies Act, 1956.

LISTING OF SHARES

During the period under review Equity Shares of the Company were listed on the Delhi Stock Exchange Limited. Your Directors are pleased to inform you that the Equity shares of the Company are also got listed on BSE Limited. Listing on nationwide trading terminal provides exclusive privilege to securities in the stock exchange and facilitates transparency in transactions of listed securities in perfect equality and competitive conditions. It encourages orderly development of the securities market and to improve transparency in the dealings of shares.

Your Directors has put their tremendous efforts for listing of Equity shares of Company on BSE Limited under Direct Listing scheme. They were engaged in the process from December 2013 and recently, your Company got the listing approval from BSE Limited on 10th June 2014. The Scrip Code of the Company on BSE Limited is 538432 and Scrip ID is DIVINUS. Shares of your Company are traded under Group B.

DEMATERIALISATION OF EQUITY SHARES

During the period under review the Company has entered in to agreement with both depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited for dematerialization of Equity shares of the Company. The ISIN No. of Your Company is INE478P01018.

OBJECT CHANGE

The Company has changed its Main Object clause in the Memorandum of Association of the Company in order to enlarge its area of operation. The following Businesses were added to the Main Clause of the Memorandum of Association of the Company.

1. Textile Business

2. Dealing and Trading in all kind of Securities

3. Consultancy Services

4. Real Estate

5. Merchandising

All the legal and regulatory compliance related to object change were fulfilled by the Company and a certificate of registration of Special resolution confirming the alteration has been issued to the Company by the Registrar of Companies NCT Delhi on 24th Day of July 2013.

NAME CHANGE OF THE COMPANY

During the period under review the Company has changed its name from Avishkar Finance Company Limited to Divinus Fabrics Limited in order to fairly represent the Business of the Company engaged in. All the regulatory and legal compliances were duly complied by the Company. The changed name has been communicated to the all the concerned Authorities and stakeholders.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Directors) Rules, 1988 and forming part of the Director''s report for the year ended 31st March, 2014 are given below :

A. CONSERVATION OF ENERGY

The provisions related conservation of energy does not apply to the Company, therefore, the information as provided in Performa given in Form A under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not given. However, the Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

B. TECHNOLOGY ABSORPTION

Your Company has not imported any technology. However, we believe and use information technology extensively in all spheres of our activities to improve efficiency levels.

EXPENDITURE ON RESEARCH AND DEVELOPMENT

During the period under review Company has not incurred any expenditure on R & D.

S.No. Parameters F.Y. 2014 F.Y. 2013

a) Capital Expenditure 0.00 0.00

b) Recurring 0.00 0.00

c) Total 0.00 0.00

d) As % of Total Turnover 0.00 0.00

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and the State Government as well as their respective Departments and Development Authorities connected with the business of the Company, the Bankers of the Company as well as other Institutions for their co- operation and continued support.

b) The Shareholders, Suppliers and the Contractors for the trust and confidence reposed and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavour towards attainment of better working results during the current year.

By the order of Board of Director of Divinus Fabrics Limited Regd. Office: (Formerly known as Avishkar Finance 304, EMCA House, 23/23B, Ansari Company Limited) Road Darya Ganj New Delhi -110002 Sd/- Sd/- Rajesh Agrawal Arvind Agrawal Managing Director Date: 26.08.2014 Director Place: New Delhi DIN: 01234711 DIN: 03035484


Mar 31, 2013

Dear Stakeholders,

The Directors present herewith the 28th Annual Report of the company for the year ended 31st March, 2013.

FINANCIAL RESULTS (In Rupees)

Particulars For the Year Ended For the Year Ended 31.03.2013 31.03.2012

Sales 4213327.00 2780000.00

Other Income 1000.00 16166.00

Total Income 4214327.00 2796166.00

Total Expenditure 3950982.00 2778844.00

Profit/(Loss) before tax 263345.00 17322.00

Provision for Tax 81065.00 360.00

Net Profit/(Loss) 182280.00 16962.00

Paid Up Share Capital 2475000.00 2475000.00

FINANCIAL HIGHLIGHTS

During the year under review your Company''s performance was good as compared to previous year. The Company has earned the total revenue of Rs. 4,214,327 including other income as compared to Rs. 2,796,166 in previous Financial Year and thereby registered an increase of 50.72%. The Net Profit after tax of the Company for the year under consideration is Rs. 182,280 which is more than 10 times of the Profit after tax for previous Financial Year. Your Company hopes to increase its presence in the business in whole market in the coming years, which will significantly increase the top line and also its profitability.

DIVIDEND

In view of the better performance of the Company in comparison of previous year, Your Director recommends dividend of Re. 0.50 per share that is 5% of the Face Value of Equity Share.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with stock exchanges in India, is presented in a separate section forming part of the Annual Report.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Devendra Kumar Parida, the Director of the Company retires by rotation and shown his unwillingness for Re-appointment. Mr. Arvind Agrawal, Mr. Rajesh Agrawal and Mr. Kuldip Singh who were appointed as the Additional Director of the Company by the Board of Directors and their office shall be determined at this Annual General meeting sought their regularization in this Annual General Meeting; the Board recommends the regularization of Mr. Arvind Agrawal, Mr. Rajesh Agrawal and Mr. Kuldip Singh.

Mr. R. S. Arora has resigned from the Board of Company due to his personal reason w.e.f. 25th March 2013.

Brief resume of Director proposed to be appointed, nature of their experience in their specific functional areas, name of the Companies in which they hold directorship and membership / chairmanship of the Board Committees, Shareholding as stipulated under Clause 49 of the Listing agreement with the stock exchanges forms part of the Notice.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 regarding the Directors'' Responsibility Statement, it is hereby stated:

i. In the preparation of annual accounts for the financial year ended March 31, 2013, the applicable accounting standards

have been followed along with proper explanation relating to material departures.

ii. The Directors have selected such accounting policies and applied them consistently and made judgements 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 ended March 31st 2013 and of the profit or loss of the Company for that period.

iii. The Directors had 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.

iv. The Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

During the period under review, the company does not have any employee who is covered under Section 217(2A) of the Companies Act, 1956.

PUBLIC DEPOSIT

During the year under review, your company has not invited any deposits from the Public and has not accepted deposits in any manner.

CORPORATE GOVERNANCE

It has been the endeavor of your company to follow and implement the best practices in corporate governance, in letter and spirit. The report of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, form part of the Annual report.

COMPLIANCE CERTIFICATE

Compliance Certificate is forming part of this report.

AUDITORS

The Auditors, Singh Agarwal & Associates, Chartered Accountants, the Statutory Auditors of the Company who holds office until the conclusion of the ensuing Annual General Meeting and has shown his unwillingness for re-appointment.

The Board recommends the appointment of Nitin Mittal & Co., Chartered Accountants as the Statutory Auditors of the Company for the Financial Year 2013-14.

AUDITORS'' REPORT

Auditors Report in respect of the Financial Statement for the current Financial Year is self Explanatory and does not warrant any further comments, explanation from the Directors under section 217 (3) of the Companies Act, 1956.

LISTING OF SHARES

Equity Shares of the Company are listed only on the Delhi Stock Exchange Limited.

DEMATERIALISATION OF EQUITY SHARES

Directors have considered the Dematerialisation of the Equity Shares of the Company in the interest of the Members in order to provide them safer mode of holding the equity shares and also the faster mode of share transfer. The Directors have taken effective steps for joining the National Securities Depository Limited.

NAME CHANGE OF THE COMPANY

In present scenario where the competition is very high, it is not enough for the survival of a company to remain dependent only on a single Business activity therefore recently your Company has added more business activities through Postal Ballot. The Board of Directors of the Company is of the view that the name of the Company should be in consonance to the new main objects of the Company. Therefore, the Board of Directors of the Company decided to change the name of the Company. However matter is under process with Registrar of Companies.

OBJECT CHANGE

The Company is under process to change its Main Object clause in the Memorandum of Association of the Company in order to enlarge its area of operation. The following Businesses added to the Main Clause of the Memorandum of Association of the Company.

1. Textile Business

2. Dealing and Trading in all kind of Securities

3. Consultancy Services

4. Real Estate

5. Merchandising

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the ''Green Initiative in Corporate Governance'' introduced by the Ministry of Corporate Affairs vide its circular no. 17/ 2011 dated 21st April 2011, all members of the Company are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Directors) Rules, 1988 and forming part of the Director''s report for the year ended 31st March, 2013 are given below :

A. CONSERVATION OF ENERGY

The provisions related conservation of energy does not apply to the Company, therefore, the information as provided in Performa given in Form A under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not given. However, the Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

B. RESEARCH & DEVELOPMENT

Your Company has not imported any technology for any research and development.

C. TECHNOLOGY ABSORPTION

Your Company has not imported any technology. However, we believe and use information technology extensively in all spheres of our activities to improve efficiency levels.

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and the State Government as well as their respective Departments and Development Authorities connected with the business of the Company, the Bankers of the Company as well as other Institutions for their co-operation and continued support.

b) The Shareholders, Suppliers and the Contractors for the trust and confidence reposed and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavour towards attainment of better working results during the current year.

By Order of Board of Director Avishkar Finance Company Limited

Sd/- Rajesh Agrawal Managing Director Date: 08.07.2013 Place: Delhi


Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting their 27th Annual Report of the company together with the Audited Statement of Account for the Year ended at 31 March 2012.

FINANCIAL RESULTS

Net Profit for the yr. Rs 17322.

OPERATIONS

The company during the period under review did fine business, your Directors are making efforts to improve operations and have received good response for its services.

DIRECTORS

Mr R S Arora, Director of the company retires by rotation and being eligible offers himself for re-appointment.

AUDITORS

M/S SINGH AGARWAL & ASSOCIATES Chartered Accountants, Lucknow as the Statutory Auditor of the company will retire at the conclusion of ensuing Annual General Meeting and are eligible for reappointment.

PARTICULARS OF EMPLOYEES

Information as per Section 217 (2A) of the companies Act, 1956, as amended by the Companies (Amendment) Act, 1988 read with the companies (Particulars of employees) Rule 1975 is not required as there was no employee on the rolls of the company covered therein.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed:

1 That in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. That the Directors have selected such accounting policies and applied them Consistently and made judgments and estimates that were 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 or Loss of the company the period under review;

3. That 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. That the Directors have prepared the annual accounts for the year ended 31.03.12 on a going concern basis.

SECRETARIAL COMPLIANCE AS REQUIRED U/S/383A OF THE COMPANIES ACT, 1956

Secretarial Compliance report is enclosed as required u/s 383A of the Companies Act, 1956.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Since your company is not engaged in manufacturing activities, disclosures of information in respect of conservation of energy and technology absorption is not applicable to the company.

FOREIGN EXCHANGE EARNING AND EXPENDITURE

There was no transaction during the period involving foreign exchange.

ACKNOWLEDGEMENT

Your Directors wish to thanks to the Government and semi government agencies, bankers and staf for the support and co-operation extended by them to the management.

For & on Behalf of Board Avishkar Finance Co. Ltd.

(R.S. Arora) (Shyam Kamati) Place: New Delhi Director Director Dated: 09.06.2012


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their 26th Annual Report on the operations of the company together with the Audited Statement of Account for the Year ended at 31st March 2011.

FINANCIAL RESULTS

Net Profit for the yr. Rs. 32350.44

AUDITOR 'S COMMENTS

To Auditors in their Report have referred to the notes forming part of the accounts. The notes are self explanatory and need no comments.

OPERATIONS

The company during the period under review did fine business, your Directors are making efforts to improve operations and have received good response for its services.

DIRECTORS

Mr. Shyam Kamati, Director of the company retires by rotation and being eligible offers himself for re-appointment.

AUDITORS

M/S SINGH AGARWAL & ASSOCIATES Chartered Accountants, Lucknow as the Statutory Auditor of the company will retire at the conclusion of ensuing Annual General Meeting and are eligible for reappointment.

PARTICULARS OF EMPLOYEES

Information as per Section 217 (2A) of the companies Act, 1956, as amended by the Companies (Amendment) Act, 1988 read with the companies (Particulars of employees) Rule 1975 is not required as there was no employee on the rolls of the company covered therein.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. That the Directors have selected such accounting policies and applied them Consistently and made judgments and estimates that were 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 or Loss of the company the period under review;

3. That 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. That the Directors have prepared the annual accounts for the year ended 31.03.11 on a going concern basis.

SECRETARIAL COMPLIANCE AS REQUIRED U/S/ 383A OF THE COMPANIES ACT, 1956

Secretarial Compliance report is enclosed as required u/s 383 A of the Companies Act, 1956

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Since your company is not engaged in manufacturing activities, disclosure of information in respect of conservation of energy and technology absorption is not applicable to the company.

FOREIGN EXCHANGE EARNING AND EXPENDITURE

There was no transaction during the period involving foreign exchange.

ACKNOWLEDGEMENT

Your Directors wish to thanks to the Government and semi government agencies, bankers and staff for the support and co-operation extended by them to the management.

For & On Behalf of Board Avishkar Finance Co. Ltd.

Sd/- Sd/- (R. S Arora) (Shyam Kamati) Director Director

Place: New Delhi Dated: 03.09.2011

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