Dear Shareholders,
Your directors have pleasure in presenting the 32nd Annual Report and the
Audited Accounts for the financial year ended 31st March, 2023.
1. FINANCIAL RESULTS
|
(Rs. in Lakhs) |
(Rs. in Lakhs) |
Revenue from operations |
7553.12 |
6356.79 |
Other Income |
799.18 |
347.45 |
Gross Operating Profit before Depreciation, Finance Cost and Taxes |
1355.98 |
1186.23 |
Profit after depreciation
but before Exceptional Items and Taxes |
1101.26 |
946.41 |
Profit after Exceptional items |
1101.26 |
946.41 |
Profit after Tax |
782.78 |
714.99 |
Appropriations: |
|
|
General Reserves |
577.40 |
509.61 |
Proposed Dividend |
205.38 |
205.38 |
Total |
782.78 |
714.99 |
1A. SUMMARY OF COMPANY'S OPERATIONAL AND FINANCIAL PERFORMANCE:
During the FY 2022-23, The revenue from operations increased from Rs.6357 Lakhs to 7553
Lakhs, thereby registering an increase of 18.81%. and profit before tax was Rs. 1101 Lakhs
against Rs. 946 Lakhs of Previous year, representing an increase of 16.38%.
2. DIVIDEND:
Your directors are pleased to recommend for your consideration a Dividend of Rs.2.00
per share (20% on the face value Rs.10/-) on the equity share capital of the company for
the financial year ended 31st March, 2023, aggregating an amount of Rs.205.38
Lakhs. The same is put for approval of members at the ensuing Annual General Meeting.
In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as amended ("the Listing
Regulations"), The Company has formulated a Dividend Distribution Policy.
The recommended dividend is in line with our Company's dividend policy, which is
available on the Company's Website http://
3. TRANSFERS TO RESERVES AND RETENTION IN THE PROFIT AND LOSS ACCOUNT ETC:
The Company proposes to transfer an amount of Rs.577 Lakhs to Reserves during the
financial year under review.
4. FINANCE:
Cash and cash equivalents as at 31st March, 2023 were Rs.708 Lakhs and
Rs.1115 Lakhs in the previous year. 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. COMPANY'S WORKING DURING THE FINANCIAL YEAR 2022-23 AND THE FUTURE PROSPECTS ALONG
WITH REASONS WHILE COMPARING WITH PREVIOUS YEAR RESULTS:
Your Company has exported polished granite slabs and Quartz slabs valued at Rs.6804 Lakhs
to U.S.A. during the year under consideration.
The year closed on a positive note with export orders on hand to the tune of Rs.500
Lakhs as compared to Rs.300 Lakhs of last year.
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 COMPANY'S OPERATIONS IN FUTURE:
There are no significant and material orders by the Regulators or Courts or Tribunals
impacting the going concern status and Company's 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 Company's 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
JOINT VENTURE 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/renewed any fixed deposits from the public during the
year.
13. AUDITORS AND OBSERVATIONS
M/s. Pavuluri & Co, Chartered Accountants, Hyderabad (Firm Registration.
No.012194S), Independent Auditors of the Company were appointed in the Annual General
Meeting held on 18th August, 2022 for a period of Five years till conclusion of
Thirty Sixth (36th) Annual General Meeting to be held in the year 2027 and no
ratification is required based on the amended Section 139 of the Companies Act, 2013 and
the ordinary resolution passed at the previous Annual General Meeting.
There are no observations in the Audit report which require any comments of the
Directors for the Financial Year 2022-23.
14. SECRETARIAL AUDIT REPORT
Pursuant to provisions of Section 204 of the Companies Act, 2013, M/s. Puttaparthi
Jagannatham, Company Secretaries, Hyderabad has undertaken the Secretarial Audit of the
Company. The Secretarial Audit Report obtained is annexed within as Annexure-I. The
Secretarial Audit report does not have any qualifications, reservations, observation or
adverse remark.
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:
https://www.divyashakti.com/wp-content/uploads/2023/06/DSG_Annual_Return_Extracts_2022_23.pdf
16. SHARE CAPITAL
The Paid-up share capital of the Company is Rs.102688700/- and there has been no change
during the year.
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) Awareness programmers for employees were conducted for reducing energy waste.
b) Company ensures that the manufacturing operations are conducted in the manner
whereby optimum utilization and maximum possible savings of energy is achieved.
c) No specific Capital investment has been made on reduction in energy consumption
during the current financial year.
d) As the impact of measures taken for conservation and optimum utilization of energy
are not quantitative, its impact on cost cannot be stated accurately. e) Details of
electricity consumption are as under:
|
2022-23 |
2021-22 |
Electricity |
|
|
a) Purchased Units |
1680241 |
1513236 |
Total Amount (Rs. in Lakhs) |
163.21 |
132.77 |
Average Cost/Unit (Rs. /KWH) |
9.71 |
8.77 |
b) Own Generation |
|
|
i) Through Solar Plant-(w.e.f. Feb.2017)
Produced Energy (in Units) |
728459 |
696763 |
Total Value estimated (Rs. in Lakhs) |
49.86 |
48.77 |
Average Cost/Unit (Rs. /KWH) |
6.84 |
7.00 |
ii) Through Diesel Generator (Total Units) |
27823 |
42807 |
Total Amount (Rs. in Lakhs) |
8.11 |
13.13 |
Units per liter of Diesel Oil |
3.26 |
3.26 |
Average Cost/Unit (Rs. /KWH) |
29.15 |
30.67 |
(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. 6804.35 Lakhs
b) Foreign Exchange Outgo : Rs. 423.71 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 on 12th January, 2023
during the financial year ended 31st March, 2023.
Name of the Member |
Designation |
Sri T.R.C. Bose |
Chairman |
Sri T.H.Sastry |
Member |
Sri S.Srinivas |
Member |
The Board of Directors on the recommendation of CSR Committee framed a CSR Policy in
consonance with Section 135 of The Companies Act, 2013 read with rules framed there under
duly indicating the activities to be undertaken by the Company as specified in the
Schedule VII of The Companies Act, 2013. The Company as part of its CSR initiative
undertook the CSR activities by providing children care via Janyaa Foundation, have
donated for the Construction of Old age homes, have donated educational needs to Orphans
and donated to Narsapur Municipal Corporation which comes under the vicinity of Factory
for overall development of the area.
The Annual Report on CSR activities, pursuant to Rule 8 of The Companies (Corporate
Social Responsibility) Rules, 2014, is given in Annexure-II and forms part of this
Report.
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A) Changes in Directors and Key managerial personnel:
i. 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 Nallapati Hari Hara
Prasad (DIN: 00354715) has been re-appointed as the Managing Director of the Company for a
period of 5 years with effect from 4th March, 2023 at the Board Meeting held on
20th January, 2023 and subsequently approved by the Shareholders by the Postal
Ballot.
ii. Pursuant to the requirements of the Companies Act, 2013 and Articles of Association
of the Company, Ms. Anuradha Anne, Director retires by rotation at the ensuing Annual
General Meeting and being eligible offers herself for re-appointment.
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.
C) Formal evaluation statement by the Board of its own performance, it's 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, Director's,
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 5 times during the financial year 2022-23. 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 20th
January, 2023 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 Company's 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 |
Sri T. R. C. Bose |
Chairman |
Sri T. H. Sastry |
Member |
Sri S. Srinivas |
Member |
The Board has accepted all the recommendations 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 it's Directors,
Employees and Stake Holders can report their genuine concern about unethical behavior,
actual or suspected fraud, or violation of the Company's 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 "Code of Business Conduct" 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 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 Company's
shares and prohibits the purchase or sale of Company's 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. The Code is in line with the latest
amendments.
During the year under review, there has been due compliance with SEBI (Prohibition of
Insider Trading) Regulations, 2015.
24. NOMINATION AND REMUNERATION COMMITTEE:
The Board of Directors of the Company constituted of Nomination and Remuneration
Committee consisting of the Following are the members of Nomination and Remuneration
Committee with the roles and responsibilities duly defined and in accordance with the
applicable statutory and other requirements.
Name of the Member |
Designation |
Sri T. R. C. Bose |
Chairman |
Sri S. Srinivas |
Member |
Sri M. R. Prasad |
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 one time i.e. on
18st January, 2023.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All transactions entered with Related Parties for the year under review were on arm's
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 arm's 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
Company's
website:https://www.diwashakti.com/wp-content/uploads/2023/05/8.-Policv-on-Related-Partv-
Transactions.pdf
There were no materially significant transactions with Related Parties during the
financial year 2022-23 which were in conflict with the interest of the Company. Suitable
disclosures as required under Accounting Standard 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 employee's
remuneration and other details as required pursuant to Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
a)
Remuneration to Directors: |
|
2022-23
(In Rs.) |
% on Total Salaries |
Sri N. Hari Hara Prasad (Managing Director) |
Salary |
48,00,000 |
14.40% |
Perqui sites |
23,27,825 |
Smt Anuradha Anne (Chief Financial Officer) |
Salary |
6,00,000 |
1.21% |
Sri N. Sai Venkateshwara Prasad (Whole Time Director) |
Salary |
6,00,000 |
1.21% |
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) It is hereby affirmed that the remuneration paid is as per the remuneration policy
for Directors, Key Managerial Personnel and other Employees.
d) The median remuneration of employees of the company during the financial year was
Rs. 1.02 Lakhs
e) There were permanent employees on the rolls of company as on 31st
March,2023
f) 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 Board's
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 Auditors' 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, reengineering 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.
There is no identification of risks which in the opinion of the Board may threaten the
existence of the Company
Annual Report 2022-23
29. DIRECTORS' 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. PA YMENT 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 2023-24.
31. 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.
The Company is pursuing the shareholders, 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 "Internal Complaints Committee" constituted as per Section 4 (1) of
Sexual harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013
has the following members.
Annual Report 2022-23
S.No. Name of the Member |
Designation |
1. Smt Anuradha Anne |
Chairman/Preceding Officer |
2. Sri S. Srinivas |
Internal Member |
3. Sri J. Narayana Swamy Damodhar |
External Member |
4. Smt T. Sujata |
Internal Member |
During the year under review, no complaints of harassment at the workplace were
received by the committee.
35. 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
|
Sd/- |
Sd/- |
Place: Hyderabad |
(N.HARI HARA PRASAD) |
(T.H.SASTRY) |
Date: 26th May,2023 |
Managing Director |
Director |
|
DIN:00354715 |
DIN:01786600 |