you are here:

Devine Impex Ltd.

BSE: 531585 | NSE: | Series: NA | ISIN: INE455C01014 | SECTOR: Finance - Investments

BSE Live

Nov 29, 16:00
4.30 0.10 (2.38%)
Volume
AVERAGE VOLUME
5-Day
1,694
10-Day
1,417
30-Day
1,401
2,387
  • Prev. Close

    4.20

  • Open Price

    4.41

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    0.00 (0)

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)

Devine Impex is not listed on NSE

Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2008 2006

Director’s Report

Dear Members, The Directors have pleasure in presenting before you their 20th Annual Report together with the Audited Accounts of the Company for the year ended 318t March, 2015. FINANCIAL RESULTS:- The financial results of the Company for the year under review are summarized for your consideration: Particulars 2014-2015 2013-14 (Amount in Rs.) (Amount in Rs) Gross Income 46494012 55328394 Profit Before Interest and Depreciation 365321 181197 Finance Cost/Interest 3278 1323 Depreciation 59950 56573 Net Profit Before Tax 302093 123301 Provision for Tax 93390 23395 Net Profit After Tax 208703 99906 Balance of Profit brought forward 663717 663776 Amount Transferred to reserve Nil Nil Proposed Dividend on Equity Shares Nil Nil STATE OF COMPANY''S AFFAIRS/ BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/HIGHLIGHTS/OPERATIONS During the year the total sales of the company was 464,94 lacs. There has been decline of 15.97% in sales as compare to last year. The net profit of company during the year is Rs. 2.09 lacs. The profits of the company have increased by 108.90% as compare to last year''s net profit. DIVIDEND :- Your Directors have decided to reinvest the earnings in the growth of business and have decided not to declare any Dividend for the year under review. DIRECTORS:- In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Rohit Jain (01132870), Director of the Company retire by rotation in the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Ms. Nisha Sharma (DIN 07144007) had been appointed as additional Director. She hold office upto the date of the ensuing Annual General Meeting and is proposed to be appointed as Directors liable to retire by rotation by the Members. Mr. Sham Sundar Sharma has resigned from directorship of the company w.e.f 16th June 2015, KEY MANAGERIAL PERSONNEL Pursuant to provisions of section 203 of Companies act 2013, the company has appointed Mr. Parvesh Kumar Oberoi as Managing Director. SHARE CAPITAL a. ISSUE OF SHARES WJTH DIFFERENTIAL RIGHTS The Company has not issued any shares with Differential Rights during the year under review. b, ISSUE OF SWEAT EQUITY SHARE The Company has not issued any Sweat Equity shares Employee Stock Options during the year under review. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAH ACT. 2013 The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment. MATERIAL CHANGES AND COMMITMENTS/EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS There are no material changes or commitments, effecting the Financial position of the Company happening between the end of the Financial Year of the Company and date of this Report. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO The requisite information has been given by way of an Annexure D-1 to this Report. CHANGES HAPPENING DURING THE FINANCIAL YEAR Your Directors wish to inform that there have not been any changes in nature of company''s business during the Financial Year under review. Further, the Company has no Subsidiary and therefore information regarding any change in subsidiaries or in the nature of business carried on by them is not applicable to the Company. CORPORATE GOVERNANCE:- Your Company is committed to maintain the highest standards of Corporate Governance. As required under Clause 49 of the Listing Agreement with the Stock Exchange, Report on Corporate Governance is Annexed as D-2 and forms a part of this Annual Report. A Certificate from Statutory Auditors confirming compliance with the conditions of Corporate Governance is also annexed with corporate governance. BUSINESS RESPONSIBILITY REPORT Clause 55 of the Listing Agreement is not applicable to the Company. POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the brief policy on remuneration of Directors, KMP and other employees is attached as Annexure D-3, which forms part of this report. MANAGEMENT DISCUSSION & ANALYSIS REPORT: Management Discussion & Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section as Annexure D-4 forming part of this Annual Report. PARTICULARS OF REMUNERATION Of DIRECTORS/ KMF/EMPLOYEES:- In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees falling in the bracket as defined in Rule 5 (2) Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is Annexed as D-7. NUMBER OF MEETINGS OF BOARD During the year 2014-15, 4 (Four) Board Meetings were held and 1 (One) Independent Directors meeting was held on 31.03.2015 as required under Schedule IV of Companies Act, 2013 and as per Clause 49 of the Listing Agreement. The dates on which the Board Meetings were held are 28.05.2014, 14.08.2014, 14.11.2014, 13.02.2015 and 31st March 2015. PERFORMANCE EVALUATION OF THE BOARD. ITS COMMITTEES AND INDIVIDUAL DIRECTORS Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. Accordingly, following is the criteria for evaluation:- a. Criteria for evaluation of the Board of Directors as a whole: i. The Frequency of Meetings ii. Quantum of Agenda iii. Administration of Meetings iv. Flow and quantity of Information from the Management to the Board v. Number of Committees and their role. vi. Overall performance of ihe Company b. Criteria for evaluation of the Individual Directors including Independent Directors; i. Experience and ability to contribute to the decision making process ii. Problem solving approach and guidance to the Management iii. Attendance and Participation in the Meetings iv. Personal competencies and contribution to strategy formulation v. Contribution towards statutory compliances, monitoring of controls and Corporate Governance The Independent Directors had met separately on 31.03.2015 without the presence of Non-independent Directors and the members of management and discussed, inter-alia, the performance of non-independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non-Executive Directors. The Nomination and Remuneration Committee has also carried out evaluation of every Director''s performance. The Directors express their satisfaction with the evaluation process. STATUTORY AUDITORS & AUDITORS REPORT:- M/s Datta Singla & Co., Chartered Accountants, Chandigarh, were appointed as Statutory Auditors of the Company in the last Annual General Meeting. As their term expires at the ensuring Annual General Meeting, they have offered themselves for re- appointment. They are proposed to be re-appointed from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting of the Company. The Company has obtained a Certificate from the Auditors under Rule 4 (1) of The Companies (Audit and Auditors) Rules, 2014. They have also issued a Certificate to the effect that they satisfy the criteria provided in Section 141 of the Companies Act, 2013. The Auditors'' Report being self-explanatory requires no comments from the Directors. Further, there are no reservations, qualifications or adverse remarks in the Audit Report given by them in respect of the Financial Year 2014-15. - SECRETARIAL AUDITORS AND THEIR REPORT Mr. Kanwaljit Singh (FCS 5901), a Company Secretary in practice having CP no. 5870, was appointed as Secretarial Auditor of the Company for the financial year 2014-15 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by him in the prescribed form MR- 3 is attached as Annexure D-8 and forms part of this report. The reply to qualifications/observation/remarks by the Secretarial Auditors are as follow: The company is in the process of appointing KMPs and Internal Auditor. The requisite forms and returns will be filed shortly. The official website of the company will also be made soon. FRAUDS REPORTED BY AUDITORS There are no frauds reported by auditors under sub-section (12) of section 143 including those which are reportable to the Central Government. COST AUDIT Cost Audit is not applicable to the Company. CONSOLIDATED FINANCIAL STATEMENTS Company does not have any subsidiary, therefore consolidation is not required. The details of associates is attached as Annexure D-7. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY The Company has laid down adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no material weakness in their operating effectiveness was observed. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company is having Risk Management framework covering identification, evaluation and control measures to mitigate the identified business risks. DEPOSITS - The Company has neither accepted nor renewed any deposits during the Financial Year 2014-15 in terms of Chapter V of the Companies Act, 2013. Information in this regard, therefore, is nil. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY''S OPERATIONS IN FUTURE The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Company''s operations in future. AUDIT COMMITTEE Your Directors wish to inform that in Compliance with Section 177 of the Companies Act, 2013 and Clause 49 of listing agreement with the stock exchange, an audit committee has been duly constituted. The Audit Committee as on March 31, 2015 comprises of the following Independent Directors: Mr. Vipay Kumar Sharma independent Director Mr. Sham Sundar Sharma Independent Director Mr. Rohit -lain Non Executive Non Independent Director Details of the Audit Committee have been separately given in the corporate governance report. Further, all recommendations of Audit Committee were accepted by the Board of Directors. NOMINATION & REMUNERATION COMMITTEE In terms of Clause 49 of the Listing Agreement and pursuant to the provisions of Companies Act, 2013, Nomination & Remuneration Committee as on March 31, 2015 comprises of the following Directors: Mr. Vinay Kumar Sharma Independent Director Mr. Sham Sundar Sharma Independent Director Mr. Rohit Jain Non Executive Non Independent Director The details of Remuneration Policy and the Committee are furnished in the Report on Corporate Governance, which is annexed herewith. STAKEHOLDERS RELATIONSHIP COMMITTEE In terms of Clause 49 of the Listing Agreement, the Company has constituted Stakeholders Relationship Committee with following composition as on March 31, 201 Si- Mr. Vinay Kumar Sharma Independent Director Mr. Parvesh Kumar Oberoi Managing Director Mr. Rohit Jain Non Executive Non Independent Director EXTRACT OF ANNUAL RETURN The extract of Annual Return as on March 31, 2015 in the prescribed Form No. MGT-9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is attached herewith as Annexure D-8 and forms part of this Report. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013 Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees or investments under Section 186 of the Act as at end of the Financial Year 2014-15 are attached as Annexure D-5 which forms part of this report. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(11 OF THE COMPANIES ACT, 2013 The detail of related party transactions is attached as Annexure D-9. VIGIL MECHANISM The Company has established a Vigil Mechanism cum Whistle Blower Policy in terms of Section 177 (10) of the Companies Act, 2013 and also in terms of Clause 49 of the Listing Agreement. DIRECTORS'' RESPONSIBILITY STATEMENT.- (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; (e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (0 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. INDUSTRIAL RELATIONSHIPS:- Relations between the Management and the employees at all levels have been cordial and the Directors wish to express their appreciation for the cooperation and dedication of the employees of the Company. COMPLIANCE The company has devised proper systems to ensure compliance of all laws applicable to the company and the compliance reports issued by the Departmental Heads are placed before the Board every Quarter confirming compliance by the Company with all applicable Laws. LISTING AND LISTING AGREEMENT :- The equity shares of the company were earlier listed on BSE Limited. The company is regular in paying the listing fee. _ CEO/CFO CERTIFICATION In terms of the requirements of Clause 49 (IX) of the Listing Agreement, the Managing Director and the CFO have submitted necessary certificate to the Board of Directors stating the particulars specified under the said Clause. The certificate has been reviewed by the Audit Committee and taken on record by the Board of Directors. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF). ACKNOWLEDGEMENT:- Your Directors wish to express their sincere appreciation to valued Clients, Bankers, Statutory Authorities and Employees of the company for their continued support & co-operation. For & On Behalf of the Board PLACE: CHANDIGARH Date : August 28, 2015 ROHIT JAIN CHAIRMAN

Director’s Report