you are here:

Devika Finstocks Ltd.

BSE Live

Aug 24, 16:00
3.45 0.00 (0.00%)
Volume
No Data Available
50
  • Prev. Close

    3.45

  • Open Price

    3.45

  • Bid Price (Qty.)

    0.00 (450)

  • Offer Price (Qty.)

    0.00 (0)

Devika Finstocks is not traded on BSE in the last 30 days

NSE Live

Dec 27, 11:22
NT* 0.00 (0.00%)
Volume
No Data Available
0
  • Prev. Close

    -

  • Open Price

    -

  • Bid Price (Qty.)

    - (0)

  • Offer Price (Qty.)

    - (0)

Devika Finstocks is not listed on NSE

Annual Report

For Year :
2014 2013 2012 2011 2010 2009 2007 2006

Director’s Report

Dear Members, The Directors are pleased to submit herewith their report together with the audited statement of accounts for the 20th financial year ended 31st March, 2014. [Amount in Rs.] PARTICULARS 2013-14 2012-13 Income from Operation NIL NIL Total Income 9893 251925 Total Expenditure 7230328 605250 Profit/ (loss) before tax and dep. (7220435) (353325) Provision for depreciation NIL NIL Differed Tax (63441) (14688) Net Profit / (Loss) after tax for the year (7156994) (338637) Add : Balance B/F from previous year (43812241) (43473604) Less: Earlier Year MAT Reversal NIL NIL Profit available for appropriation NIL NIL Balance carried to next year (50969235) (43812241) Earnings Per Share. (0.70) (0.03) DIVIDEND : Due to the business needs of funds in future the directors do not recommend payment of any dividend for the financial year. UNPAID / UNCLAIMED DIVIDEND : The Company does not have any outstanding unpaid/unclaimed dividend which is required to be transferred to the Investors Education and Protection funds as per the provision of Section 205C of the Companies Act 1956.The Company does not have any outstanding liability on account of Interest and Principal on Deposits, Debentures or Share Application Money. SHARE CAPITAL STRUCTURE : During the year under review there were no changes in the Authorized, Issued, Subscribed and Paid up Share Capital Structure of the Company. BUY BACK OF EQUITY SHARES : The Company had not made any Buy Back of its paid up equity shares during the year in terms of section 77A, 77AA and 77B of the Companies Act 1956. Hence no specific disclosure is required to be made in this report YEAR UNDER REVIEW : During the year under review the Company has earned total loss of Rs.7220435/- (Previous Year of Rs.353325) from business. After differed tax the company has earned a net loss of Rs. 7156994 /- (Previous of Rs.338637). DEMATERIALISATION OF SECURITIES : Your Companys Equity shares are admitted in the System of Dematerialization by both the Depositories namely NSDL and CDSL. The Company has signed tripartite Agreement through Registrar and Share Transfer Agent System Support Service. The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is INE 248C01013.Total Share dematerialized up to 31st March 2014 were 7258702 which constitute 70.63% of total capital. Your Directors request all the shareholders to dematerialize their shareholding in the company as early as possible. COMPLIANCE WITH THE STOCK EXCHANGE LISTING AGREEMENT : Your company is regular in making timely compliance of all the applicable clauses of the Listing Agreement from time to time whether it is event based compliance or time bound compliance of monthly, quarterly, half yearly or yearly compliances. Your Company has already paid Annual Listing fees of the Bombay stock exchange Limited for and up to the financial year 2014-15. The same is pending for Ahmedabad Stock Exchange. The Trading in equity shares of the Company is active on the Bombay Stock Exchange Limited and the same is not suspended for penal reasons by BSE during the year. The Trading platform of the Ahmedabad Stock Exchange Limited has been suspended/ cancelled by SEBI hence, no trading is recorded. The highest, lowest, average prices recorded on the Bombay Stock Exchange on every month of the financial year 2013-14 including the volume in shares traded is separately given in other information para of Corporate Governance report attached here to. During the year your company has neither issued any shares or stock options or ESOPs or other employee benefits. COMPLIANCE TO CODE OF CORPORATE GOVERNANCE : The Complete Report on Corporate Governance is given as ANNEXURE-A to this report. MANAGEMENT''S DISCUSSION AND ANALYSIS : Management''s discussion and perceptions on existing business, future outlook of the industry, future expansion and diversification plans of the Company and future course of action for the development of the Company are fully explained in a separate para in Corporate Governance Report. DEPOSITS : During the year under review your company has neither invited nor accepted any public deposit as defined under Section 58A of the Companies Act-1956. DIRECTORS : Mr. Kishorkumar P Bhatt and Mr. Alpesh Kiritbhai Patel shall retire by rotation at the ensuing Annual General Meeting as per provisions of Law. They are eligible for reappointment and have offered themselves for directorship of the company. Your directors recommend for their reappointment. MANAGING DIRECTOR : Mr. Dhiren K Thakkr is a Managing Director of the Company. His term as a Managing Director of the Company expires on 30th September, 2014. He has decided to leave the chair as a Managing Director. Mr. Kishorkumar P Bhatt, the Director of the Company is eligible for appointment as Managing Director for a period of 3 years. The Remuneration Committee and the Board of Directors of the Company has approved his appointment as Managing Director for a period of 3 years w.e.f. 1st October 2014 without any managerial remuneration. An Ordinary Resolution is required to be passed for approval of his reappointment for the next 3 years. The directors recommend passing necessary resolution as mentioned in the notice for the Annual General Meeting. DISCLOUSER AS PER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULE, 2014 : i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year: Total Remuneration expenses Rs. 78,000/- Managerial Remuneration Expenses Rs. Nil/- Other employees Remuneration Rs 78,000/- ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secreaty or Manager, if any in the financial year: No remuneration is increased during the year for any of the Key Managerial Personnel, CFO, CEO, CS or Manager. iii) The percentage increase in the median remuneration of employees in the financial year During the year there was no increase in remuneration of any employees during the financial year. iv) The number of permanent employees on the rolls of company; 2 (Two) v) The explanation on the relationship between average increase in remuneration and company performance; NOT APPLICABLE as there was no increase in remuneration of any employee during the year. vi) Comparison of the remuneration of the Key managerial personnel against the performance of the company; The KMP i.e. Managing Director is not paid any managerial Remuneration. Hence, his remuneration is not comparable inter company, intra company or inter industry as a whole. vii) Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year; Closing Market Price of shares of Company as on 31/03/2013 Rs.4.00/- Closing Market Price of shares of Company as on 31/03/2014 Rs.7.05/- Earning Per share for the financial year ended on Rs.(0.03)/- 31/03/2013 Earning per share for the financial year ended on 31/03/2014 Rs.(0.07)/- As the Company EPS is very minimal, the PE Ratio is Minimum. viii) Average percentile increase 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; NOT APPLICABLE as there was no increase in Remuneration of any employees of the company or the Managerial Personnel of the Company. ix) Comparison of the each remuneration of the key managerial personnel against the performance of the company : Not Comparable. x) The key parameters for any variable component of remuneration availed by the directors : Not Applicable xi) The ratio of the remuneration of the highest paid director to the of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; and No employee is receiving remuneration in excess or higher than the remuneration of Director or Key Managerial Personnel. xii) Affirmation that the remuneration is as per the remuneration policy of the company. All remuneration of the Employees and directors are decided by Nomination & Remuneration Committee and by the Board of Directors within the organization. DIRECTORS'' RESPONSIBILITY STATEMENT : Pursuant to the provision contained in Section 134(5) of the Companies Act 2013 (Corresponding Section 217(2AA) of the Companies Act, 1956), the Directors of your Company confirm that in respect of the financial year 2013- 14: A. That in the preparation of the annual accounts, as far as possible and except the Accounting Standards which are mentioned by the Auditors in their Report and the Notes to the Accounts separately, the applicable accounting standards has been followed and no material departure has been made from the same; B. That they 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 affair of the Company at the end of the financial year and of the profit or loss of the Company for that period; C. That they 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 for preventing and detecting fraud and other irregularities; D. That they have prepared the annual accounts on a going concern basis. E. The Directors, in the case of Listed Company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operative 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. DECLARATION AS TO INDEPENDENT DIRECTORS: (Pursuant to Provisions of section 149(6) OF the Companies Act 2013) : All the Independent Directors of the Company do hereby declare that w.e.f. 1st April, 2014 and for the financial year 2014-15, (1) All the Independent Directors of the Company are neither Managing Director, nor a Whole Time Director nor a Manager or a Nominee Director. (2) All the Independent Directors in the opinion of the Board, are persons of integrity and possesses relevant expertise and experience. (3) Who are or were not a Promoter of the Company or its Holding or subsidiary or associate company. (4) Who are or were not related to promoters or directors in the company, its holding, subsidiary or associate company. (5) Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year. (6) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary, or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakhs rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year, (7) Who neither himself, nor any of his relatives, (a) Holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of three financial years immediately preceding the financial year in which i\he is proposed to be appointed. (b) Is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial years in which he is proposed to be appointed of (i) A firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; OR (ii) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent, or more of the gross turnover of such firm; (iii) Holds together with his relatives two per cent, or more of the total voting power of the company; OR (iv) Is a Chief Executive or director, by whatever name called, or any non-profit organization that receives twenty five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; OR (v) Who possesses such other qualifications as may be prescribed. STATUTORY AUDITORS : M/s Nimesh M Shah & Co., Present Statutory Auditors of the company have given their letter of consent and confirmation under section 141(1) the Companies Act 1956 for reappointment as Statutory Auditors of the Company. The Board has now proposed to appoint the Statutory Auditors for a period 1 year as per requirements of section 139 (1) of the Companies Act 2013 read with Companies (Audit and Auditors) Rules 2014. Necessary Resolution for their appointment as the Statutory Auditors and fixing their remuneration is proposed to be passed at the Annual General Meeting. INTERNAL AUDITORS : The company is in process of appointing an independent Chartered Accountant to act as an Internal Auditor as per suggestion of auditors in order to strengthen the internal control system for the Company. However, as in the company during the previous financial year, there was no much financial transactions or trading business activities, looking to the size of the company and its business operations and transactions, the matter is being discussed with the statutory auditors on making of compliance with this requirements. AUDITORS OBSERVATION : There are no specific observations made by the Auditors in their report. However notes to the Accounts itself are Satisfactory and self explanatory in the nature. a) NON PROVISIONAL OF BAD AND BOUBTFUL DEBTS :- Company has doubtful trade receivable more than six months of Rs. 21855685/- and long term loans and advances of Rs. 49820583/- shall resulting in to increasing loss for the year and over statement of debtors and loans and advances to the extent of above amount. The Company is in process f recovering the dues from their Debtors who were in financial troubles during their bad faces. The Company is doing the business and is hopeful of recovery from such other debtors from its past dues as per the normal business practices. b) NON PROVISION FOR PARMANENT DIMINUTION IN MARKET VALUE OF QUOTED INVESTMENT:- This reduction in value is due to market price reduction in listed companys share. These values continue to fluctuate frequently with the rise and fall of the capital market. The company will account for the long Capital Gains and Losses upon liquidation of investment as per the income tax Act. The management has not made provision for diminution in value of investment. Provision for permanent diminishing value of investment in unquoted investment has not been made in absence of intrinsic value of unquoted investments hence could not be written off. c) NON RECEIPT OF CONFIRMATION OF ACCOUNT The company has the practice of receiving confirmation from parties for sundry creditors, debtors, loan, advances and unsecured creditors if any from their respective accounts. Certain confirmations for sundry debtors, creditors, loans and advances are pending for such receipt. The company has send reminders to the concerned parties and will receive the same in due course of time. The company has not made settlement of accounts through journal entry or indirect payment. d) INTEREST FREE LOANS/ADVANCES GRANTED TO NUMBER OF PARTIES :- These loans and advances were granted to number of parties as interest free. The Company has granted interest free loans and advance of Rs. 12996405/- number of parties prejudicial to the interest of the company. The company has been in process of their recovery through legal process. The company is also trading business with some of the parties and through this system also the company will endeavor to recover such advances or treat the same as advance payments for procurement of goods and materials. OTHER OBSERVATIONS : Other observations made by the auditors are self explanatory in nature and does not required further clarification. FORMATION OF AUDIT COMMITTEE IN COMPLIANCE TO SECTION 292 A OF THE COMPANIES ACT, 1956 AND CLAUSE 49 OF THE LISTING AGREEMENT ON CORPORATE GOVERNANCE : In Compliance with the provisions of Section 292A of the Companies Act 1956 your company has formed an Audit Committee within the Organization consisting of 3 independent directors. An Internal Auditors have been appointed as Advisors in their professional capacity on this committee. The area of operations and functional responsibilities assigned to the committee are as per the guidelines provided in Clause 49 of the Listing Agreement for implementation of code of corporate governance. The Committee meets at least once in a quarter and gives its report of each meeting to the Board for its approval, record and information purposes. The detail of powers, responsibilities and system of functioning of this committee is given in report on Corporate Governance forming part of this report. EMPLOYEES : There are no employees of the company who were in receipt of the remuneration of Rs.60,00,000/- annually in the Aggregate if employed for the year and in receipt of the Monthly remuneration of Rs. 5,00,000/- in the aggregate if employed for a part of the year under review. Hence the information required under Section 217 (2A) of the Companies Act, 1956 being not applicable and hence not given in this report. STATUTORY INFORMATION : The Information required to be disclosed in the report of the Board of Directors as per the provisions of Section 217 (1) (e) of the Companies Act-1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable to the company hence are not given herewith. There were no foreign Exchange earnings or outgo during the year. MATERIAL CHANGES : Except the information given in this report, no material changes have taken place after completion of the financial year up to the date of this report which may have substantial effect on business and finances of the company. APPRECIATION : Your Directors take this opportunity to acknowledge the trust reposed in your company by its Shareholders, Bankers and clients. Your Directors also keenly appreciate the dedication & commitment of all our employees, without which the continuing progress of the company would not have been possible. PLACE : AHMEDABAD ON BEHALF OF THE BOARD OF DIRECTORS DATE : 2nd AUGUST 2014 OF DHARTI PROTEINS LIMITED (DHIREN K THAKKAR) CHAIRMAN & MANAGING DIRECTOR (DIN : 00610001)

Director’s Report