Mar 31, 2018
Dear Shareholders,
The Directors have pleasure in presenting the 27th Annual Report and the Audited Accounts for the financial year ended 31st March, 2018.
1. FINANCIAL RESULTS
Particulars |
Year ended 31.03.2018 (Rs. in lakhs) |
Year ended 31.03.2017 (Rs. in lakhs) |
Sales |
6858 |
10836 |
Gross Operating Profit before depreciation and exchange variation |
757 |
1637 |
Profit after depreciation but before exchange variation |
692 |
1524 |
Profit after depreciation, exchange variation and before Exceptional Items |
745 |
1459 |
Profit after Exceptional items |
745 |
1469 |
Profit after Tax |
482 |
947 |
Appropriations: |
||
General Reserves |
297 |
762 |
Proposed Dividend |
154 |
154 |
Tax on dividend |
31 |
31 |
Total |
482 |
947 |
2. DIVIDEND
Your Directors are pleased to recommend for your consideration a Dividend of Rs. 1.50 per share (15% of face value Rs.10/-) on the equity capital of the company for the financial year ended 31st March, 2018, aggregating an amount of Rs. 154.03 lakhs.
3. TRANSFERS TO RESERVES AND RETENTION IN THE PROFIT AND LOSS ACCOUNT ETC:
The Company proposes to transfer an amount of Rs. 297 lakhs to Reserves during the financial year under review.
4. Finance:
Cash and cash equivalents as at 31st March, 2018 was Rs. 1444 lakhs. The company continues to focus on judicious management of itâs working capital, receivables, inventories and other working capital parameters and they were kept under strict check through continuous monitoring.
5. COMPANYâS WORKING DURING THE CURRENT YEAR 2017-2018 AND THE FUTURE PROSPECTS ALONG WITH REASONS WHILE COMPARING WITH PREVIOUS YEAR RESULTS:
Your Company has exported polished granite slabs and polished monuments valued at Rs.6758 lakhs to U.S.A. during the year under consideration. As regards the Raw Materials, out of the total purchases of Raw Blocks & Slabs valued at Rs.5167 lakhs made during the year, about 79% of slabs are Traded/ imported from China.
The year closed on a positive note with export orders on hand to the tune of Rs. 210 lakhs as compared to Rs.230 lakhs of last year.
Further, your Directors are pleased to state that your company could commission solar plant within the Factory and could thus save the power bills to the extent of Rs.58 lakhs.
Your Directors are further pleased to inform that your company has also established Quartz Slabs (Engineering Stone Slabs) manufacturing unit in its existing premises. The Quartz unit is expected to go into production soon in the current year itself.
6. CHANGE IN NATURE OF BUSINESS:
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.
8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE:
There are no significant and material orders by the Regulators or Courts or Tribunals impacting the going concern status and companyâs operations in future.
9. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY :
The Management continuously reviews the internal control systems and procedures for the efficient conduct of the companyâs 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.
10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company does not have any subsidiaries or Joint Venture or associate companies.
11. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINTVENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT.
Since the Company does not have any subsidiaries or Joint Venture or associate companies, consolidation of financial statements of the Company is not applicable.
12. DEPOSITS
The company has not accepted any fixed deposits from the public.
13. AUDITORS AND OBSERVATIONS
M/s Suryanarayana & Suresh, Chartered Accountants, Independent Auditors of the Company were appointed in the Annual General Meeting held on 25th September, 2017 for a period of Five year till conclusion of Thirty First (31st) Annual General Meeting.
14. SECRETARIAL AUDIT REPORT
Pursuant to provisions of section204 of the Companies Act, 2013, the Company has appointed Puttaparthi Jagannatham & Co., Company secretaries, a firm of company secretaries, to undertake the secretarial audit of the Company. The Secretarial Audit Report obtained is annexed within as Annexure-I
15. EXTRACT OF ANNUAL RETURN:
The extract of the Annual Return is placed on the website of the Company. The link to access the same is http:// www.divyashakti.com/html/annual-return- extracts.html
16. SHARE CAPITAL
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
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
(A) Conservation of energy
a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.
b) No specific investment has been made on reduction in energy consumption.
c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.
d) Details of electricity consumption are as under:
(B) Technology Absorption:
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. 6758 Lakhs
b) Foreign Exchange
Outgo : Rs. 4895 Lakhs
18. CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE
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 once on 10.02.2018 during the financial year ended 31st March, 2018.
Name of the Member |
Designation |
Shri T.R.C. Bose |
Chairman |
Shri T.H.Sastry |
Member |
Shri S. Srinivas |
Member |
The Committee reviewed the CSR Policy and has identified the Education and Environment as the broad areas towards providing clean and hygienic water, and health related areas as the focus areas for CSR activities.
The Company allocated an amount of Rs.29.70 lakhs to be spent during the year 2017-18 for Corporate Social Responsibility. However, the Company couldnât spend the amount earmarked for Corporate Social Responsibility in full due to problems in identifying the better areas and beneficiaries as per its approved CSR Policy. However, an amount of Rs.3.20 lakhs was spent by the company towards the CSR activities in the field of Education and Environment during the year 2017-18.
The report on CSR activities is attached as Annexure II to this Report.
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A) Changes in Directors and Key managerial personnel:
i) Sri N.S.R.C. Sekhara Rao tendered resignation from the position of Director with effect from 10.02.2018 on the ground that his advanced age is no longer permitting him to discharge his functions as Director. The same was accepted in the Board meeting held on 10th February, 2018.
ii) Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Smt. Anuradha Anne, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.
iii) 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 Hari Hara Prasad Nallapati has been re-appointed as Managing Director of the Company for Five (5) Years with effect from 04th March, 2018. The resolution relating to ratification of remuneration is put up for approval of members at the ensuing Annual General Meeting.
B) Declaration by the Independent Directors of the Company that they meet the criteria of independence as provided in Sec 149(6) of the Companies Act, 2013.
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 and that there is no change in their status of Independence.
C) Formal evaluation statement by the Board of its own performance, itâs committees and individual Directors: 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, Directorâs 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.
D) Number of meetings of the Board of Directors:
The Directors met for 4 times during period under review. 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.
E) Meeting of Independent Directors:
A separate meeting of Independent Directors of the Company was held on 10.02.2018 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.
F) Familiarization Programme for Independent Directors
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 Companyâs website.
20. AUDIT COMMITTEE:
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.
Name of the Member |
Designation |
Shri T.R.C. Bose |
Chairman |
Shri T.H.Sastry |
Member |
Shri N.S.R.C.Sekhara Rao |
Member |
The Board has accepted all the recommendations of the Audit Committee.
Due to the resignation of Sri N.S.R.C. Sekhar Rao, member of Audit Committee, the Audit Committee was reconstituted on 10.02.2018 as follows:
Name of the Member |
Designation |
Shri T.R.C. Bose |
Chairman |
Shri T.H.Sastry |
Member |
Shri S. Srinvas |
Member |
21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:
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 itâs Directors, Employees and Stake Holders can report their genuine concern about unethical behavior, actual or suspected fraud, or violation of the companyâs 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.
22. CODE OF CONDUCT:
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 âCode of Business Conductâ 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 in particular 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.
23. PREVENTION OF INSIDER TRADING:
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 Companyâs shares and prohibits the purchase or sale of Companyâs 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.
During the year under review, there has been due compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015.
24. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee consist of the following Directors, with the role and responsibilities duly defined and in accordance with the applicable statutory and other requirements.
Name of Members |
Designation |
1. Shri T.V.Chowdary |
Chairman |
2. Shri S. Srinivas |
Member |
3. Shri N.S.R.C.Sekhara Rao |
Member |
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 twice on 27th May, 2017 and 10th February, 2018.
With the resignation of Sri N. S. R. C. Sekhar Rao, member of Nomination and Remuneration Committee, the Nomination and Remuneration Committee was reconstituted on 10th February, 2018 as follows:
Name of Members |
Designation |
1. Shri T.V.Chowdary |
Chairman |
2. Shri S. Srinivas |
Member |
3. Shri T.R.C. Bose |
Member |
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All transactions entered with Related Parties for the year under review were on armâs 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 Companyâs. Websitehttp:// www.divyashakti.com/images/ 8 . % i m a g e s / 8 . % 2 0 p l i c y % . 2 0 R e l a t e d % 2 0 P a r t y % 20Transaction.pdf
There were no materially significant transactions with Related Parties during the financial year 2017-18 which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in Note 3.07 of the Notes to the financial statements.
26. MANAGERIAL REMUNERATION:
Details of the ratio of the remuneration of each Director to the median employeeâs remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Remuneration to |
2017-18 |
% on total |
Directors : |
Rs. |
salaries. |
(a) N. Hari Hara Prasad |
||
Managing Director |
||
- Salary |
26,00,000 |
15% |
- Perquisites |
15,90,187 |
|
Anuradha Anne |
||
(Chief Financial |
||
Officer) - Salary |
5,50,000 |
2% |
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) 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 Boardâs Report.
27. CORPORATE GOVERNANCE
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 Auditorsâ 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.
28. RISK MANAGEMENT AND INSURANCE
Your Company continuously monitors business and operational risk through business process, re-engineering 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 Companyâs 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. DIRECTORSâ 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.
30 PAYMENT OF LISTING FEE
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 2018-2019.
31. DEPOSITORY SYSTEM
As the Members are aware, your Companyâs 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 Companyâs shares on NSDL & CDSL. The ISIN allotted to the Companyâs Equity shares is INE410G01010.
The company is pursuing the share holders, holding the shares in physical form for dematerialization of their shares.
32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
There are no loans, guarantees or investments made under section 186 of the Companies Act,2013
33. MANAGEMENT DISCUSSION & ANALYSIS REPORT
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
34. INTERNAL COMPLAINTS COMMITTEE:
The âInternal Complaints Committeeâ reconstituted as per section 4 (1) of Sexual harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013 has the following members.
1. Sri T.R.C.Bose* - Chairperson
2. Sri S. Srinivas - Member
3. Smt Anuradha Anne - Member
* Consequent on resignation of Sri N.S.R.C.Sekhara Rao, Member , the Committee has been reconstituted in the Board Meeting held on 10th February, 2018 with induction of Sri T.R.C.Bose as Member
During the year under review, no complaints of harassment at the workplace were received by the committee.
ACKNOWLEDGEMENTS
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.
For and on behalf of the Board
(N.HARI HARA PRASAD) (T.H.SASTRY)
Managing Director Director
DIN : 00354715 DIN : 01786600
Place : Hyderabad,
Date : 30th May, 2018.
Mar 31, 2016
Dear Shareholders,
The Directors have pleasure to present the 25th Annual Report and the Audited Accounts for the financial year ended 31st March, 2016.
1. FINANCIAL RESULTS
Year ended 31.03.2016 (Rs. in lakhs) |
Year ended 31.03.2015 (Rs. in lakhs) |
|
Sales |
6827.99 |
6295.93 |
Gross Operating |
||
Profit before |
||
depreciation and |
||
exchange variation |
1259.01 |
1196.17 |
Profit after depreciation |
||
but before exchange |
||
variation |
1149.16 |
1091.32 |
Profit after |
||
depreciation, |
||
exchange variation |
||
and before |
||
Exceptional Items |
1534.83 |
1452.54 |
Profit after Exceptional |
||
items |
1534.83 |
1452.54 |
Profit after Tax |
1013.66 |
934.60 |
Appropriations: |
||
General Reserves |
828.27 |
749.21 |
Proposed Dividend |
154.03 |
154.03 |
Tax on dividend |
31.36 |
31.36 |
Total |
1013.66 |
934.60 |
2. DIVIDEND
Your Directors are pleased to recommend for your consideration a Dividend of Rs. 1.50 per share (15% of face value Rs.10/-) on the equity capital of the company for the financial year ended 31st March, 2016, aggregating an amount of Rs. 154.03 lakhs.
3. TRANSFERS TO RESERVES AND RETENTION IN THE PROFIT AND LOSS ACCOUNT ETC:
The Company proposes to transfer an amount of Rs. 828.27 lakhs to Reserves during the financial year under review.
4. Finance:
Cash and cash equivalents as at 31st March, 2016 was Rs. 5185.92 lakhs. 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.
5. COMPANYâS WORKING DURING THE CURRENT YEAR 2015-2016 AND THE FUTURE PROSPECTS ALONG WITH REASONS WHILE COMPARING WITH PREVIOUS YEAR RESULTS:
Your Company has exported polished granite slabs and polished monuments valued at Rs. 6692 lakhs to U.S.A. during the year under consideration. As regards the Raw Materials, out of the total purchases of Raw Blocks valued at Rs. 1401 lakhs made during the year, about 17% are imported from Brazil, Finland, Norway etc.
The year closed on a positive note with export orders on hand to the tune of Rs. 240 lakhs as compared to Rs.220 lakhs of last year. In spite of the problems faced by the Granite Industry and the all-round downward economic slide in the International Arena, your company has managed to improve the performance during the current year. The improvement is to the extent of about Rs. 528 lakhs.
S. No. |
Items |
Previous year |
Current year |
1 |
Sales ( Indian ) |
1,31,72,230 |
1,35,51,589 |
2 |
Sales ( Exports) |
61,64,20,612 |
66,92,47,661 |
6. CHANGE IN NATURE OF BUSINESS:
During the year the company has not changed its business. However, the Shareholders approved the resolution by postal Ballot for addition of object(s) relating to generation, production and storage of solar, hydel and all other forms of energy.
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.
8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE:
There are no significant and material orders by the Regulators or Courts or Tribunals impacting the going concern status and companyâs operations in future.
9. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Management continuously reviews the internal control systems and procedures for the efficient conduct of the companyâs business. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensure that all its assets are safeguard and protected against losses. The Internal Auditors of the company conducts the audit on regular basis and the Audit Committee periodically reviews internal audit reports and effectiveness of internal control systems.
10. DETAILS OF SUBSIDIARY / JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any subsidiaries or Joint Venture or associate companies.
11. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT.
Not Applicable
12. DEPOSITS
The company has not accepted any fixed deposits from the public.
13. AUDITORS AND OBSERVATIONS : M/s Rambabu & Co, Chartered Accountants, Independent Auditors of the Company were appointed in the Annual General meeting held on 30th September, 2014 for a period of three years till conclusion of Twenty Sixth Annual General Meeting. The resolution relating to ratification of the appointment is placed before the members in the ensuing Annual General Meeting.
14. SECRETARIAL AUDIT REPORT Pursuant to provisions of section 204 of the Companies Act, 2013, the Company has appointed Puttaparthi Jagannatham and Co., Company secretaries, a firm of company secretaries to undertake the secretarial audit of the Company. The Secretarial Audit Report obtained is annexed within as Annexure- I
15. EXTRACT OF ANNUAL RETURN : The extract of the Annual Return is attached as Annexure II
16. SHARE CAPITAL
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.
17. CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
(A) Conservation of energy
a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.
b) No specific investment has been made on reduction in energy consumption.
c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.
d) Details of electricity consumption is as under:
2015-16 |
2014-15 |
|
1. Electricity |
||
a) Purchased Units |
2488779 |
2675162 |
Total Amount |
||
(Rs. in lakhs) |
190.33 |
207.63 |
Average Cost/Unit |
||
(Rs./KWH) |
7.66 |
7.76 |
b) Own Generation |
||
Through Diesel |
||
Generator |
||
Total Units |
107508 |
312960 |
Total Amount |
||
(Rs. in lakhs) |
17.88 |
53.76 |
Units per liter |
||
of Diesel Oil |
3.26 |
3.26 |
Average Cost/Unit |
||
(Rs./KWH) |
16.64 |
17.18 |
(B) Technology Absorption:
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. 6692.48Lakhs
b) Foreign Exchange
Outgo : Rs. 618.99 Lakhs
18. CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE
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 has met once on 30.01.2016 during the financial year ended 31st March, 2016.
Name of the Member Designation Shri T.R.C. Bose Chairman
Shri T.H.Sastry Member
Shri S. Srinivas Member
The Committee reviewed the CSR Policy and has identified the Education and Environment as the broad areas towards providing clean and hygienic water, and health related areas as the focus areas for CSR activities.
"The Company allocated an amount of Rs.34.01 lakhs to be spent during the year 2015-16 for Corporate Social Responsibility. However, the Company couldnât spend the amount earmarked for Corporate Social Responsibility due to problem in identifying the better areas and beneficiaries as per its approved CSR Policy. However, the amount of Rs.20.65 lakhs was spent by the company towards the CSR activities in the field of Education and Environment during the year 2015-16."
The report on CSR activities is attached as Annexure III to this Report.
19. DIRECTORS AND KEY
MANAGERIAL PERSONNEL
A) Changes in Directors and Key managerial personnel:
In accordance with the provisions of Section 197, 198 and 203 of the Companies Act, 2013 and the rules made there under and the Articles of Association of the Company, Shri N.S.R. Chandra Sekhar Rao, who retires by rotation at the forthcoming Annual General Meeting, and being eligible, has offered himself for reappointment as Director of the Company.
In the Board Meeting held on 30th October, 2015 Ms. Deepa Dutta has been appointed as the Company Secretary of the Company in terms of Section 203 of Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with effect from 01st October, 2016.
B) Declaration by the Independent Directors of the Company that they meet the criteria of independence as provided in Sec 149(6) of the Companies Act, 2013.
All the independent Directors have given declarations that they meet the criteria of independence as provided in subsection (6) of Section 149 of the
Companies Act, 2013 and Regulation 17(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that there is no change in their status of Independence.
C) Formal evaluation statement by the Board of its own performance, itâs committees and individual Directors: Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has formulated a policy for evaluation of its Board, Board Committee, Directorâs 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.
D) Number of meetings of the Board of Directors:
The Directors met for 4 times during period under review. 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.
E) Meeting of Independent Directors:
A separate meeting of Independent Directors of the Company was held on 30.01.2016 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;
F) Familiarization Programme for Independent Directors
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 Familiarization programme for Independent Directors is disclosed on the Companyâs website.
20. AUDIT COMMITTEE:
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, in all four (4) meetings of the Committee took place.
Name of the Member Designation
Shri T.R.C. Bose Chairman
Shri T.H.Sastry Member
Shri N.S.R.C.Sekhara Rao Member
The Board has accepted all the recommendation of the Audit Committee.
21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:
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 itâs Directors, Employees and Stake Holders can report their genuine concern about unethical behavior, actual or suspended fraud, or violation of the companyâs code of conduct or ethics Policy.
22. CODE OF CONDUCT:
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 believes in "Zero Tolerance" 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." which forms an appendix to the code.
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 in particular 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.
23. PREVENTION OF INSIDER TRADING:
Company has adopted a Code of Conduct as per Securities and Exchange Board of India (SEBI) (Prohibition of Insider Trading) Regulations, 1992 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 Companyâs shares and prohibits the purchase or sale of Companyâs 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.
During the year under review, there has been due compliance with SEBI (Prohibition of Insider Trading) Regulations, 1992.
24. NOMINATION AND REMUNERATION COMMITTEE:
The Board of Directors of the Company has constituted a Nomination and Remuneration Committee consisting of the following Directors, with the role and responsibilities duly defined and in accordance with the applicable statutory and other requirements.
Name of Members Designation
1. Shri T.V.Chowdary Chairman
2. Shri S. Srinivas Member
3. Shri N.S.R.C.Sekhara Rao Member
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.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
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 shall be disclosed in Form No.AOC-2 as Annexure-IV to this Report.
There were no materially significant transactions with Related Parties during the financial year 2015-16 which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in Note 3.07 of the Notes to the financial statements.
26. MANAGERIAL REMUNERATION:
Details of the ratio of the remuneration of each Director to the median employeeâs remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014._
Remuneration to Directors : |
2015-16 Rs. |
% on total salaries. |
(a) N. Hari Hara Prasad |
||
Managing Director |
||
- Salary |
24,00,000 |
16% |
- Perquisites |
14,53,289 |
|
Jaishree Nallapati |
||
(Chief Financial |
||
Officer) |
||
- Salary |
6,00,000 |
2% |
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) 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 Boardâs Report.
27. CORPORATE GOVERNANCE
As per Regulation 27 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance, forming part of this Report, together with the Auditorsâ Certificate regarding the compliance of the conditions of Corporate Governance is annexed as Annexure - V to this Report.
28. RISK MANAGEMENT AND INSURANCE
Your Company continuously monitors business and operational risk through business process, re-engineering 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 Companyâs assets are adequately insured against the risk from fire and earthquake.
29. DIRECTORSâ RESPONSIBILITY STATEMENT:
The Directorsâ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that-Directorsâ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that-
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the Directors had 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;
(c) 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;
(d) the Directors had prepared the annual accounts on a going concern basis; and
(e) the Directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
30 PAYMENT OF LISTING FEE
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 2016-2017.
31. DEPOSITORY SYSTEM
As the Members are aware, your Companyâs 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 Companyâs shares on NSDL & CDSL. The ISIN allotted to the Companyâs Equity shares is INE410G01010.
The company is pursuing the share holders, including the promoters, holding the shares in physical form for dematerialization of their shares.
32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
There are no loans, guarantees or investments made under section 186 of the Companies Act, 2013.
33. MANAGEMENT DISCUSSION & ANALYSIS REPORT
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 VI.
34. INTERNAL COMPLAINTS COMMITTEE:
The company has constituted "Internal Complaints Committee" as required under section 4 (1) of Sexual harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013. This committee consists of following members:
1. Smt. Jaishree Nallapati
2. Sri S. Srinivas
3. Sri N.S.R.C.Sekhara Rao
During the year under review, no complaints of harassment at the workplace were received by the committee.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation of the financial assistance and support extended by State Bank of Mysore. 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. For and on behalf of the Board
(N.HARI HARA PRASAD) (T.H.SASTRY)
Managing Director Director
Place : Hyderabad,
Date : 11th May, 2016.
Mar 31, 2014
Dear Shareholders,
The Directors have pleasure to present the 23rd Annual Report and the
Audited Accounts for the financial year ended 31st March, 2014
OPERATIONS
2013-2014
Your Company has exported polished granite slabs and polished monuments
valued at Rs.5944 lakhs to U.S.A. during the year under consideration.
As regards the Raw Materials, out of the total purchases of Raw Blocks
valued at Rs.2294 lakhs made during the year, about 45% are imported
from Brazil, Finland, Norway etc.
The year closed on a positive note with export orders on hand to the
tune of Rs.260 lakhs as compared to Rs.280 lakhs of last year. Inspite
of the problems faced by the Granite Industry and the all-round
downward economic slide in the International Arena, your company has
managed to improve the performance during the current year. The
improvement is to the extent of about Rs.987 lakhs.
FINANCIAL RESULTS
Year ended Year ended
31.03.2014 31.03.2013
(Rs.in lakhs) (Rs.in lakhs)
Sales 6078.07 5090.71
Gross Operating Profit 1213.06 933.64
before depreciation and
exchange variation
Profit after depreciation but 1109.63 832.33
before exchange variation
Profit after depreciation, 1515.94 1088.77
exchange variation and
before Exceptional Items
Profit after Exceptional 1515.94 2133.97
items
Profit after Tax 989.04 1557.92
DIVIDEND
Your Directors are pleased to recommend for your consideration a
Dividend of 15% (Rs. 1.50 per share of face value Rs.10/-) on the
equity capital of the company for the financial year ended 31st March,
2014, aggregating an amount of Rs.154.51 lakhs.
CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE
During the year, your directors have constituted the corporate social
responsibility committee (CSR Committee) comprising Shri T. Ramesh
Chandra Bose as the Chairman and Mr. T.H. Sastry and Shri S. Srinivas
as other Members.
HUMAN RESOURCE MANAGEMENT, BRANDING AND QUALITY
The Company has created a favorable work environment that encourages
creativity, innovation and opportunity for growth. The Company is
building up its image on timely scheduled deliveries and payments. The
Company is a Member of Export Promotion Council and has been
participating in the Annual fairs conducted.
The maintenance of good quality is one of the reasons for getting
success in the global market. Various initiatives have been taken by
your Company to take care of the quality standards at every stage.
DEPOSITS
The company has not accepted any fixed deposits from the public.
AUDITORS
M/s Rambabu & Co, Chartered Accountants, Independent Auditors of the
Company will retire at the forthcoming Annual General Meeting and are
eligible for reappointment. In accordance with the Companies Act 2013,
it is proposed to appoint them from the conclusion of this Annual
General Meeting till the conclusion of Twentysixth Annual General
Meeting, subject to the approval of shareholders
DIRECTORS
1. In accordance with the Companies Act, 2013, Shri N.S.R Chandra
Sekhar Rao retires by rotation and being eligible, offers himself for
reappointment.
2. Pursuant to the provisions of Section 161(1) of the Companies Act,
2013 and Articles of Association of the Company, Shri T. Ramesh Chandra
Bose and Shri S. Srinivas were appointed as additional Directors
designated as Independent Directors of the Company with effect from 1st
November, 2013, and they shall hold the office upto the date of the
ensuing Annual General Meeting. The Company has received requisite
notices in writing from members proposing Shri T. Ramesh Chandra Bose
and Shri S. Srinivas for appointment as Independent Directors.
3. Pursuant to the provisions of Sections 149(9) 161(1) of the
Companies Act, 2013 Smt Jaishree Nallapati was appointed as additional
Director of the Company with effect from 1st June, 2014 and she shall
holds the office upto the date of the ensuing Annual General Meeting.
The Company has received requisite notice in writing from a member
proposing Smt. Jaishree Nallapati for appointment as Director.
4. In respect of Shri. Movva Venkata Subba Rao, Shri. Tadepalli
Hanumath Sastry and Shri. Thati Venkataswamy Chowdary, the Company has
received requisite notices in writing from members proposing them for
appointment as Independent Directors.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
1. In the preparation of the annual accounts for the year ended March
31, 2014, the applicable accounting standards have been followed;.
2. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at March 31, 2014 and of the profit of the Company for
the year ended on that date;
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities; and
4. The Directors have prepared the annual accounts of the Company on a
going concern basis.
RISK MANAGEMENT AND INSURANCE
Your Company continuously monitors business and operational risk
through business process, re-engineering 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
Company''s assets are adequately insured against the risk from fire and
earthquake.
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement, a Report on Corporate
Governance, forming part of this Report, together with the Auditors''
Certificate regarding the compliance of the conditions of Corporate
Governance is given in a separate section in the Annual Report.
PERSONNEL
There are no employees whose particulars are required to be furnished
pursuant to the provisions of Section 217 (2A) of the Companies Act,
1956 read with Companies (particulars of employees) Rules, 1975 as
amended.
DISCLOSURE OF PARTICULARS
In accordance with the provisions of Section 217(1) (e) of the
Companies Act, 1956, the required information relating to Conservation
of Energy, Technology Absorption are provided in the Annexure to this
Report.
PAYMENT OF LISTING FEE
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 2013-2014.
FOREIGN EXCHANGE EARNINGS AND OUTGO
a) Foreign Exchange Earnings : Rs. 5944.48 Lakhs
b) Foreign Exchange Outgo : Rs. 1632.45 Lakhs
DEPOSITORY SYSTEM
As the Members are aware, your Company''s 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 Company''s shares on NSDL & CDSL. The ISIN allotted to the Company''s
Equity shares is INE410G01010.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis Report as required under 49 of
the listing agreement with stock exchange forms part of this report.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation of the financial
assistance and support extended by State Bank of Mysore. 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.
For and onbehalf of the Board
(N.HARI HARA PRASAD) (T.H.SASTRY)
Managing Director Director
Place : Hyderabad
Date : 30th May, 2014.
Mar 31, 2013
Dear Shareholders,
The Directors present the 22nd Annual Report and the Audited Accounts
for the financial year ended 31st March, 2013, on a very sad note by
informing the members that Sri N.V.Rattaiah, CMD of our company expired
on 09.02.2013 suddenly in harness due to a massive heart attack while
attending to official duties in the office leaving a huge void in the
organization. Born in an illustrious family of Narasaraopet, Guntur
District on 31.07.1941, he qualified as a Civil Engineer from Manipal.
After completion of academics, he served in BHEL, BHPV etc. for brief
period before coming out on his own to establish M/s N.V.Rattaiah &
Co., and earn an impeccable name as a reputed Builder showcasing
landmarks like Divyashakti Complex and Apartments. The ongoing Divya
Sree Shakti Township project is another blossoming project promoted by
him. Never content with resting on his laurels, he envisaged and built
up M/s Divyashakti Granites Limited (EOU) brick by brick starting way
back in 1991. Today it has grown into a very reputed company exporting
processed granite, which name is synonymous to quality. Another note
worthy contribution to the company is that he has made the company debt
free. The void created by his sudden and untimely departure is well
nigh impossible to be filled.
OPERATIONS
2012-2013
Your Company has exported polished granite slabs and polished monuments
valued at Rs.4933 lakhs to U.S.A. during the year under consideration.
As regards the Raw Materials, out of the total purchases of Raw Blocks
valued at Rs.1403 lakhs made during the year, about 52% are imported
from Brazil, Finland, Norway etc.
The year closed on a positive note with export orders on hand to the
tune of Rs.280 lakhs as compared to Rs.300 lakhs of last year. Inspite
of the problems faced by the Granite Industry and the all-round
downward economic slide in the International Arena, your company has
managed to improve the performance during the current year. The
improvement is to the extent of about Rs.478 lakhs.
FINANCIAL RESULTS
Year ended Year ended
31.03.2013 31.03.2012
(Rs.in lakhs) (Rs.in lakhs)
Sales 5090.71 4612.43
Gross Operating Profit before 933.64 84274
depreciation and exchange
variation
Profit after depreciation but 832.33 699.21
before exchange variation
Profit after depreciation, 1088.77 1127.85
exchange variation and
before Exceptional Items_
Profit after Exceptional items 2133.97 1127.85
Profit after Tax 1557.92 732.06
Your Directors are pleased to recommend for your consideration a
Dividend of 15% on the equity capital of the company for the financial
year ended 31st March, 2013, aggregating to an amount of Rs.154.51
lakhs.
HUMAN RESOURCE MANAGEMENT, BRANDING AND QUALITY
The Company has created a favourable work environment that encourages
creativity, innovation and opportunity for growth. The Company is
building up its image on timely scheduled deliveries and payments. The
Company is a Member of Export Promotion Council and has been
participating in the Annual fairs conducted.
The maintenance of good quality is one of the reasons for getting
success in the global market. Various initiatives have been taken by
your Company to take care of the quality standards at every stage.
DEPOSITS
The company did not accept any deposits within the meaning of section
58A of the Companies Act, 1956 and Rules made thereunder.
AUDITORS
M/s Rambabu & Co, Chartered Accountants, 31,Pancom Chambers, Rajbhavan
Road, Hyderabad, retire at the conclusion of this Annual General
Meeting and being eligible, offer their services for reappointment.
DIRECTORS
1. Shri N.V.Rattaiah ceased to be a Director with effect from
09.02.2013 consequent on demise.
2. Shri N.S.R.C.Sekhar Rao and Shri N.Bhanu Prasad retire by rotation
and being eligible, offer themselves for reappointment.
DIRECTORS'' RESPONSIBILITY STATEMENT
Your Directors declare that:
1. The Annual Accounts are prepared as per the applicable accounting
standards.
2. The accounting policies are applied to give a true and fair view of
the State of Affairs of the Company for the year ended 31st March 2013
and Statement of Profit and Loss for the period from April 2012 to
March 2013.
3. Proper care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities. Internal Audit is being conducted by
separate Internal Auditor.
4. The annual accounts have been prepared on a going concern basis.
RISK MANAGEMENT AND INSURANCE
Your Company continuously monitors business and operational risk
through business process, re-engineering 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
Company''s assets are adequately insured against the risk from fire and
earthquake
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement, a Report on Corporate
Governance, forming part of this Report, together with the Auditors''
Certificate regarding the compliance of the conditions of Corporate
Governance is given in a separate section in the Annual Report.
PERSONNEL
There are no employees whose particulars are required to be furnished
pursuant to the provisions of Section 217 (2A) of the Companies Act,
1956 read with Companies (particulars of employees) Rules, 1975 as
amended.
DISCLOSURE OF PARTICULARS
In accordance with the provisions of Section 217(1)(e) of the Companies
Act, 1956, the required information relating to Conservation of Energy,
Technology Absorption are provided in the Annexure to this Report.
PAYMENT OF LISTING FEE
At present the equity shares of the Company are listed on the Mumbai
Stock exchange at Mumbai. The company confirms that it has paid Annual
Listing Fees due to the stock exchange, Mumbai for the year 2012-2013.
FOREIGN EXCHANGE EARNINGS AND OUTGO
a) Foreign Exchange Earnings : Rs. 4933.19 Lakhs
b) Foreign Exchange Outgo : Rs. 1288.27 Lakhs
DEPOSITORY SYSTEM
As the Members are aware, your Company''s 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 Company''s shares on NSDL & CDSL. The ISIN allotted to the Company''s
Equity shares is INE410G01010.
MANAGEMENT DISCUSSION &
ANALYSIS REPORT
The Management Discussion and Analysis Report as required under 49 of
the listing agreement with stock exchange forms part of this report.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation of the financial
assistance and support extended by State Bank of Mysore. 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.
For and onbehalf of the Board
(N. HARI HARA PRASAD)
Managing Director
Place : Hyderabad,
Date: 27th May, 2013.
Mar 31, 2012
Dear Shareholders,
The Board of Directors of your Company have pleasure in presenting
their 21st Annual Report and the Audited Statement of Accounts of the
Company for the year ended 31st March, 2012.
OPERATIONS
2011-2012
Your Company has exported polished granite slabs and polished monuments
valued at Rs.4490 lakhs to U.S.A. during the year under consideration.
As regards the Raw Materials, out of the total purchases of Raw Blocks
valued at Rs1970 lakhs made during the year, about 58% are imported
from Saudi Arabia, Finland, Brazil etc.
The year closed on a positive note with export orders on hand to the
tune of Rs.300 lakhs as compared to Rs.280 lakhs of last year. Inspite
of the problems faced by the Granite Industry, and the allround
downward economic slide in the International Arena. Your company has
managed to improve the performance during the current year. The
improvement is to the extent of about Rs.1098 lakhs.
FINANCIAL RESULTS
Year ended Year ended
31.03.2012 31.03.2011
(Rs.in lakhs) (Rs.in lakhs)
Sales 4612.43 3514.88
Gross Operating Profit 842.74 979.50
before depreciation and exchange variation
Profit after depreciation but 699.21 810.57
before exchange variation
Profit after depreciation 1127.85 786.07
and exchange variation
Profit after Tax 732.06 661.13
DIVIDEND
Your Directors are pleased to recommend for your consideration a
Dividend of 15% on the equity capital of the company for the financial
year ended 31st March, 2012, aggregating an amount of Rs. 154.51 lakhs.
HUMAN RESOURCE MANAGEMENT, BRANDING AND QUALITY
The Company has created a favourable work environment that encourages
creativity, innovation and opportunity for growth. The Company is
building up its image on timely scheduled deliveries and payments. The
Company is a Member of Export Promotion Council and has been
participating in the Annual fairs conducted.
The maintenance of good quality is one of the reasons for getting
success in the global market. Various initiatives have been taken by
your Company to take care of the quality standards at every stage.
DEPOSITS
The company did not accept any deposits within the meaning of section
58A of the Companies Act, 1956 and Rules made thereunder.
AUDITORS
M/s Rambabu & Co, Chartered Accountants, 31,Pancom Chambers, Rajbhavan
Road, Hyderabad, retire at the conclusion of this Annual General
Meeting and being eligible, offer their services for re appointment.
DIRECTORS
1. Shri T.H.Sastry and Shri T.V.Chowdary retire by rotation and being
eligible, offer themselves for reappointment.
2. The Board of Director regret to inform the members that Sri K.Gopi
Raju one of the seniormost Directors of our company, expired on
18.11.2011 after a brief illness. Before becoming a Director in our
company, Sri Gopi Raju retired from BHEL after a distinguished service
as General Manager. Sri Gopi Raju had been a great source of strength
to us in Divyashakti Granites Ltd by always lending a wise counsel.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors declare that:
1) The Annual Accounts are prepared as per the applicable accounting
standards.
2) The accounting policies are applied to give a true and fair view of
the State of Affairs of the Company for the year ended 31st March 2012
and Profit and Loss account for the period from April 2011 to March
2012.
3) Proper care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities. Internal Audit is being conducted by
separate Internal Auditor,
4) The annual accounts have been prepared on a going concern basis.
RISK MANAGEMENT AND INSURANCE
Your Company continuously monitors business and operational risk
through business process, re-engineering 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
Company's assets are adequately insured against the risk from fire
and earthquake.
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement, a Report on Corporate
Governance, forming part of this Report, together with the Auditors'
Certificate regarding the compliance of the conditions of Corporate
Governance is given in a separate section in the Annual Report.
PERSONNEL
There are no employees whose particulars are required to be furnished
pursuant to the provisions of Section 217 (2A) of the Companies Act,
1956 read with Companies (particulars of employees) Rules, 1975 as
amended.
DISCLOSURE OF PARTICULARS
In accordance with the provisions of Section 217(1)(e) of the Companies
Act, 1956, the required information relating to Conservation of Energy,
Technology Absorption are provided in the Annexure to this Report.
PAYMENT OF LISTING FEE
At present the equity shares of the Company are listed on the Mumbai
Stock exchange at Mumbai. The company confirms that it has paid Annual
Listing Fees due to the stock exchange, Mumbai for the year 2012-2013.
FOREIGN EXCHANGE EARNINGS AND OUTGO
a) Foreign Exchange Earnings : Rs. 4490.13 Lakhs
b) Foreign Exchange Outgo : Rs. 1674.95 Lakhs
DEPOSITORY SYSTEM
As the Members are aware, your Company's 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 Company's shares on NSDL & CDSL. The ISIN allotted to the
Company's Equity shares is INE410G01010
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation of the financial
assistance and support extended by State Bank of Mysore. 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.
For and on behalf of the Board
Place : Hyderabad, N.V. RATTAIAH
Date : 30th May, 2012. CMD
Mar 31, 2011
Dear Shareholders,
The Board of Directors of your Company have pleasure in presenting
their 20th Annual Report and the Audited Statement of Accounts of the
Company for the year ended 31st March, 2011.
OPERATIONS
2010-2011
Your Company has exported polished granite slabs and polished monuments
valued at Rs.3432 lakhs to U.S.A. during the year under consideration.
As regards the Raw Materials, out of the total purchases of Raw Blocks
valued at Rs. 1722 lakhs made during the year, about 58% are imported
from Saudi Arabia, Finland, Brazil etc.
The year closed on a positive note with export orders on hand to the
tune of Rs.280 lakhs as compared to Rs.250 lakhs of last year. Inspite
of the problems faced by the Granite Industry, and the allround
downward economic slide in the International Arena, your company has
managed to improve the performance during the current year. The
improvement is to the extent of about Rs. 538 lakhs.
FINANCIAL RESULTS
Year ended Yearended
31.03.2011 31.03.2010
(Rs.in lakhs) (Rs.in lakhs)
Sales 3514.88 2977.37
Gross Operating Profit
before depreciation
and exchange variation 979.50 1041.28
Profit after depreciation but
before exchange variation 810.57 876.90
Profit after depreciation and
exchange variation 786.07 546.45
Profit after Tax 661.13 485.99
DIVIDEND
Your Directors are pleased to recommend for your consideration a
Dividend of 15% on the equity capital of the company for the financial
yearended 31st March, 2011, aggregating an amount of Rs.153.48 lakhs.
HUMAN RESOURCE MANAGEMENT, BRANDING AND QUALITY
The Company has created a favourable work environment that encourages
creativity, innovation and opportunity for growth. The Company is
building up its image on timely scheduled deliveries and payments. The
Company is a Member of Export Promotion Council and has been
participating in the Annual fairs conducted.
The maintenance of good quality is one of the reasons for getting
success in the global market. Various initiatives have been taken by
your Company to take care of the quality standards at every stage.
DEPOSITS
The company did not accept any deposits within the meaning of section
58A of the Companies Act, 1956 and Rules made thereunder.
AUDITORS
M/s Rambabu & Co, Chartered Accountants, 31, Pancom Chambers, Rajbhavan
Road, Hyderabad, retire at the conclusion of this Annual General
Meeting and being eligible, offer their services for reappointment.
DIRECTORS
Shri M. Ramakrishnayya IAS (Retd) retires by rotation and is not
willing to offer himself for re- appointment due to advanced age and
the attendant problems.
Shri M.V. Subba Rao and Shri K. Gopi Raju retire by rotation and being
eligible, offer themselves for reappointment.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors declare that:
1) The Annual Accounts are prepared as per the applicable accounting
standards.
2) The accounting policies are applied to give a true and fair view of
the State of Affairs of the
Company for the year ended 31st March 2011 and Profit and Loss account
for the period from April 2010 to March 2011.
3) Proper care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities. Internal Audit is being conducted by
separate Internal Auditor.
4) The annual accounts have been prepared on a going concern basis.
RISK MANAGEMENT AND INSURANCE
Your Company continuously monitors business and operational risk
through business process, re-engineering 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
Company's assets are adequately insured against the risk from fire and
earthquake.
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement, a Report on Corporate
Governance, forming part of this Report, together with the Auditors'
Certificate regarding the compliance of the conditions of Corporate
Governance is given in a separate section in the Annual Report.
PERSONNEL
There are no employees whose particulars are required to be furnished
pursuant to the provisions of Section 217 (2A) of the Companies Act,
1956 read with Companies (particulars of employees) Rules, 1975 as
amended.
DISCLOSURE OF PARTICULARS:
In accordance with the provisions of Section 217(1)(e) of the Companies
Act, 1956, the required information relating to Conservation of Energy,
Technology Absorption are provided in the Annexure to this Report.
PAYMENT OF LISTING FEE
At present the equity shares of the Company are listed on the Mumbai
stock exchange at Mumbai. The company confirms that it has paid Annual
Listing Fees due to the stock exchange, Mumbai for the year 2011-2012.
FOREIGN EXCHANGE EARNINGS AND OUTGO
a) Foreign
Exchange Earnings : Rs.3431.61 Lakhs
b) Foreign
Exchange Outgo : Rs. 1278.02 Lakhs
DEPOSITORY SYSTEM
As the Members are aware, your Company's 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 Company's shares on NSDL & CDSL. The ISIN allotted to the Company's
Equity shares is INE410G01010
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation of the financial
assistance and support extended by State Bank of Mysore. 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.
For and on behalf of the Board
N.V. RATTAIAH
Managing Director
Place : Hyderabad
Date : 30.05.2011.
Mar 31, 2010
The Board of Directors of your Company have pleasure in presenting
their 19th Annual Report and the Audited Statement of Accounts of the
Company for the year ended 31st March, 2010.
OPERATIONS
2009-2010
Your Company has exported polished granite slabs and polished monuments
valued at Rs.2975.25 lakhs to U.S.A. during the year under
consideration. As regards the Raw Materials, out of the total purchases
of Raw Blocks valued at Rs. 932 lakhs made during the year, about 28%
are imported from Saudi Arabia, Finland, Brazil etc.
The year closed on a positive note with export orders on hand to the
tune of Rs.250 lakhs as compared to Rs.240 lakhs of last year. Inspite
of the problems faced by the Granite Industry, and the allround
downward economic slide in the International Arena, Your company has
managed to improve the performance during the current year. The
improvement is to the extent of about Rs. 343 lakhs.
FINANCIAL RESULTS
Year ended Yearended
31.03.2010 31.03.2009
(Rs.in lakhs) (Rs.in lakhs)
Sales 2977.37 2634.03
Gross Operating Profit before
depreciation and exchange variation 1041.28 854.88
Profit after depreciation but
before exchange variation 876.90 677.32
Profit after depreciation and
exchange variation 546.45 1302.55
Profit after Tax 485.99 1164.75
The loss due to Exchange Variation in the year 2009-10 is Rs. 330.45
lakhs whereas there was a heavy gain to the extent of Rs. 625.23 lakhs
on this account in the previous year thus making a heavy difference in
net profit although the gross profit of both the years is comparable.
DIVIDEND
Your Directors are pleased to recommend for your consideration a
Dividend of 15% on the equity capital of the company for the financial
year ended 31st March, 2010, aggregating an amount of Rs. 153.42 lakhs.
HUMAN RESOURCE MANAGEMENT,
BRANDING AND QUALITY
The Company has created a favourable work environment that encourages
creativity, innovation and opportunity for growth. The Company is
building up its image on timely scheduled deliveries and payments. The
Company is a Member of Export Promotion Council and has been
participating in the Annual fairs conducted.
The maintenance of good quality is one of the reasons for getting
success in the global market. Various initiatives have been taken by
your Company to take care of the quality standards at every stage.
DEPOSITS
The company did not accept any deposits within the meaning of section
58A of the Companies Act, 1956 and Rules made thereunder.
AUDITORS
M/s Rambabu & Co, Chartered Accountants, 31, Pancom Chambers, Rajbhavan
Road, Hyderabad, retire at the conclusion of this Annual General
Meeting and being eligible, offer their services for reappointment.
DIRECTORS
Shri T.H. Sastry, Shri N.S.R.C. Sekhara Rao and Shri N. Bhanu Prasad
retire by rotation and being eligible, offer themselves for
reappointment.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors declare that :
1) The Annual Accounts are prepared as per the applicable accounting
standards.
2) The accounting policies are applied to give a true and fair view of
the State of Affairs of the Company for the year ended 31 st March 2010
and Profit and Loss account for the period from April 2009 to March
2010.
3) Proper care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities. Internal Audit is being conducted by
separate Internal Auditor.
4) The annual accounts have been prepared on a going concern basis.
RISK MANAGEMENT AND INSURANCE
Your Company continuously monitors business and operational risk
through business process, re-engineering 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.
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement, a Report on Corporate
Governance, forming part of this Report, together with the Auditors
Certificate regarding the compliance of the conditions of Corporate
Governance is given in a separate section in the Annual Report.
PERSONNEL
There are no employees whose particulars are required to be furnished
pursuant to the provisions of Section 217 (2A) of the Companies Act,
1956 read with Companies (particulars of employees) Rules, 1975 as
amended.
DISCLOSURE OF PARTICULARS:
In accordance with the provisions of Section 217(1)(e) of the Companies
Act, 1956, the required information relating to Conservation of Energy,
Technology Absorption are provided in the Annexure to this Report.
PAYMENT OF LISTING FEE
At present the equity shares of the Company are listed on the Mumbai
stock exchange at Mumbai. The company confirms that it has paid Annual
Listing Fees due to the stock exchange, Mumbai for the year 2010-2011.
FOREIGN EXCHANGE EARNINGS AND OUTGO
a) Foreign
Exchange Earnings : Rs.2975.25 Lakhs
b) Foreign
Exchange Outgo : Rs. 526.85 Lakhs
DEPOSITORY SYSTEM
As the Members are aware, your Companys shares are tradeable
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
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation of the financial
assistance and support extended by State Bank of Mysore. 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.
For and on behalf of the Board
M. RAMAKRISHNAYYA, IAS (Retd)
CHAIRMAN
Place: Hyderabad
Date : 26.05.2010.