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 Companyâs 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 Companyâs 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.
DIRECTORâS 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 (âthe Actâ), 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 Boardâs 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 COMPANYâS 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 Honâble 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 shareholdersâ 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 Companyâs 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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