DIVYA JYOTI INDUSTRIES LIMITED · 2017. 10. 5. · c. Members holding shares in Physical Form...

DIVYA JYOTI INDUSTRIES LIMITED

25th Annual Report-2016-17

CORPORATE INFORMATION

Board of Directors:

Chief Executive Officer (CEO):

Chief Operating Officer (COO):

Chief Financial Officer (CFO):

Statutory Auditors:

Bankers:

Registered Office:

Corporate Identification Number:

1. Mr. Girdhari R. Nyati - Whole Time Director2. Mr. Gopal Nyati - Executive Director3. Mrs. Babita Nyati - Woman Director4. Mr. Sudarshan Shastri - Independent Director5. Mr. Shriniwas Soni - Independent Director6. Mr. Johnney Paul - Independent Director7. Mr. Vitthal Das Rathi - Independent Director

th(Upto 19 Sept. 2016)8. Mr. Suresh Kumar Varma- Independent Director

(w.e.f. 14th Nov. 2016)

Mr. Sanjay Baweja

Mr. Aniruddha Nyati

Mr. Ankit Maheshwari

Dafria & Co.Chartered AccountantsA1, Megh Building,13/2M.G. Road, Indore - 452001 (M.P.)

1 Dena Bank2 Oriental Bank of Commerce3 Saraswat Co-operative Bank Ltd.

Plot No. M-19 39, Sector IIIIndustrial Area, Pithampur - 454775, Dist. Dhar (M.P.) Phone : 07292-421900-1 Fax : 07292-421947

L15143MP1992PLC007090

Committees of Directors Audit Committee:

Stakeholders Relationship Committee:

Nomination and Remuneration Committee:

Company Secretary & Compliance Officer:

Cost Auditors:

Registrar & Shares Transfer Agent:

Corporate Office:

Website:

1. Mr. Shriniwas Soni - Chairman2. Mr. Gopal Nyati - Member3. Mr. Sudarshan Shastri - Member

1. Mr. Sudarshan Shastri - Chairman2. Mr. Shriniwas Soni - Member3. Mr. Gopal Nyati - Member

1. Mr. Sudarshan Shastri - Chairman2. Mr. Gopal Nyati - Member3. Mr. Shriniwas Soni - Member

Mrs. Poorva Agrawal

G.K. Gupta & Co. Cost AccountantsEA 125, Sector A, Scheme No. 94Ring Road, Indore - 452001 (M.P.)

Phone : 0731-4010900-1 Fax : 0731-4010902

www.divyajyoti.net

st(Upto 1 Jan. 2017)ndMs. Prabhavi Mungee ( w.e.f. 02 Jan. 2017)

Link In time India Pvt. LimitedC 101, 247 Park, L B S Marg, Vikhroli West, Mumbai 400 083.Phone No: 022-25963838 Fax: 022-25946969Email: [email protected]

201-204, B.M. Tower Opposite Lotus Showroom, Sapna Sangeeta Road, Indore - 452001 (M.P.)

CONTENTSNotice....................................................................................01Directors’ Report..............................................................05Management Discussion and Analysis....................19Secretarial Audit Report................................................21Corporate Governance Report ........................................24CEO/ CFO Certification....................................................33Independent Auditors’ Report.....................................34Auditors’ Certificate on Corporate Governance....35Annexure to Independent Auditors’ Report...........36Balance Sheet.......................................................................38Statement of Profit & Loss..............................................39Cash Flow Statement.........................................................40Notes on Financial Statement.........................................41

01Annual Report-2016-17

NOTICE

Notice is hereby given that the Twenty Fifth Annual General Meeting of the Members of th will be held on Wednesday, the 27 day of September, 2017 at 11:30 AM. at Registered Office of the company at

M-19-39, Sector III, Industrial Area, Pithampur-454775 District Dhar (M.P.) to transact the following business:

1. To receive, consider and adopt the Audited Financial Statement of the Company for the year ended 31st March,

2017 including audited Balance Sheet as at 31st March, 2017 and the Statement of Profit & Loss for the year ended on

that date and reports of Directors and Auditors thereon.

2. To appoint a director in place of Mrs. Babita Nyati (DIN: 06904655), who retires by rotation at this Annual General

Meeting and being eligible offers herself for re-appointment.

3. To appoint Auditor & fix their remuneration and in this regard to consider and if thought fit, to pass with or without

modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the

Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory

modification(s) or re-enactment(s) thereof, for the time being in force), M/s. ANUBHAV PRADHAN & CO. Chartered

Accountants (ICAI FRN:013822C), be and is hereby appointed as Statutory Auditor of the Company for a term of 5 (five)

consecutive years from the financial year 2017-2018, subject to ratification by the members at every Annual General

Meeting of the Company, at such remuneration as shall be fixed by the Board of Directors of the Company in

consultation with the Audit Committee and the Auditor.”

4. RATIFICATION OF REMUNERATION OF COST AUDITOR FOR THE FINANCIAL YEAR 2017-18To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary

Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act,2013 and the Companies (Audit and Auditors) Rules, 2014, including any statutory modification or re-enactment

thereof, for the time being in force and as recommended by the Board and Audit Committee, the total consolidated

remuneration payable during the year 2017-18 to M/s G.K. Gupta & Co., Cost Accountants, appointed by the Board of

Directors to conduct the audit of cost records of the company for the financial year 2017-18, Amounting to Rs. 18,000/-

(Rupees Eighteen Thousand Only) be and is hereby ratified and confirmed;

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take

all such steps as may be necessary, proper or expedient to give effect to this resolution.”

5. APPOINTMENT OF INDEPENDENT DIRECTORTo consider and if thought fit to pass with or without modification(s) the following Resolution as an Ordinary

Resolution:

"RESOLVED THAT pursuant to section 149,150, 152 and other applicable provisions of the Companies Act, 2013 and

the rules made thereunder, read with Schedule IV to the Companies Act, 2013 and as per [SEBI(LODR) Regulation

2015)(including any statutory modification (s) or re-enactment thereof for the time being in orce], Mr. Suresh

Kumar Varma (DIN: 07651488), a Non-Executive Independent Director of the Company, who has submitted a

declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and in respect of whom

the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for

the office of Director, be and is hereby appointed as an Independent Director of the Company for a period of 5 (five) thconsecutive years w.e.f. 14 November 2016 not liable to retire by rotation"

DIVYA JYOTI INDUSTRIES

LIMITED

ORDINARY BUSINESS:

SPECIAL BUSINESS:


NOTICE

1. The explanatory statement pursuant to Section 102(1) of the Companies Act, 2013 setting out the material facts in respect of the business under Item Nos. 4 to 5 set out above and the details under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/ HERSELF. THE PROXY NEED NOT BE A MEMBER.A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder. Theinstrument appointing proxy should however be deposited at the registered office of the company not later than 48 hours before the commencement of the meeting. Proxy shall not have any right to speak at the meeting.

3. Corporate Members are requested to send a duly certified copy of the Board resolution, authorizing their representative to attend and vote at the Annual General Meeting.

4. As per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, information regarding appointment/re-appointment of Directors and Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of special business to be transacted are annexed hereto.

5. The Register of members and share transfer books of the Company will remain closed from September 25th, 2017 to September 27th, 2017 (both days inclusive) for the purpose of Annual General Meeting.

6. Shareholders seeking any information with regard to accounts are requested to write to the Company atleast 10 days before the meeting so as to enable the management to keep the information ready.

7. All documents referred to in the accompanying notice and explanatory statement will be kept open for inspection at the Registered Office of Company on all working days except Saturday between 11.00 a.m. to 1.00 p.m.

8. Members are requested to bring the copy of Annual Report at the meeting.9. Members holding the shares in physical mode are requested to notify immediately the change of their address to the

R & T Agent of the Company. In case shares held in dematerialized form, the information regarding change of address should be given to their respective Depository Participant.

10. Voting through electronic means:The Company is pleased to offer e-voting facility to all its members to enable them to cast their vote electronically in terms of Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Clause 35B of the Listing Agreement (including any statutory modification or re-enactment thereof for the time being in force). Accordingly, a member may exercise his vote by electronic means and the Company may pass any resolution by electronic voting system in accordance with the above provisions.

11.Shareholders who have already voted prior to the meeting date by e-voting shall not be entitled to vote at the meeting venue.The instructions for e-voting are as under:

Step 1 : Open your web browser during the voting period and log on to the e-Voting Website: Step 2 : Click on “Shareholders” to cast your vote(s)Step3 : Select the Electronic Voting Sequence Number (EVSN) i.e. “170816034” along with “COMPANY NAME” i.e. “Divya

Jyoti Industries Limited” from the drop down menu and click on“SUBMIT”. Step 4 : Please enter User ID –

a. For account holders in CDSL :- Your 16 digits beneficiary IDb. For account holders in NSDL :- Your 8 Character DP ID followed by 8 Digits Client IDc. Members holding shares in Physical Form should enter Folio Number registered with the Company.

Step 5 : Enter the Image Verification as displayed and Click on LoginStep 6 : If you are holding shares in demat form and had logged on to and voted on an earlier voting of any

Company, then your existing password is to be used. Step 7: If you are a first time user follow the steps given below:7.1 Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository

Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company.

7.2 Enter your 10 digit alpha-numeric PAN issued by Income Tax Department. For members who have not updated their PAN with the Depository Participant are requested to use the first two letters of their name and the last 8

digits of the demat account/folio number in the PAN field. In case the folio number is less than 8 digits enter the applicable number of 0's before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with folio number 100 then enter RA00000100 in the PAN field.

7.3 Enter the Date of Birth (DOB) recorded in the demat account or registered with the Company for the demat account in DD/MM/YYYY format#

SECTION A - E-VOTING PROCESS :


Step 8: After entering these details appropriately, click on “SUBMIT” tab.Step 9: First time user holding shares in Demat form will now reach Password Generation menu wherein they are

required to create their login password in the password field. Kindly note that this password can also be used by the Demat holders for voting for resolution of any other Company on which they are eligible to vote, provided that Company opts for e-Voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password and enter the details as prompted by the system. Members holding shares in physical form will then directly reach the Company selection screen.

Step 10: Click on the EVSN of the Company i.e 170816034 to vote.Step11: On the voting page, you will see Resolution description and against the same the option

'YES/NO' for voting. Select the relevant option as desired YES or NO and click on Submit. Step 12: Click on the Resolution File Link if you wish to view the Notice.

Step 13: After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

Step 14: Once you 'CONFIRM' your vote on the resolution, you will not be allowed to modify your vote. You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

Step 15: Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. iPhone and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

i. The e-Voting period commences on September 24, 2017 (9.00 a.m.) and ends on September 26, 2017 (5.00 p.m.).During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut –off date (record date) of September 20, 2017 may cast their vote electronically. The e-voting module shall be disabled thereafter.

ii. The e-Voting module shall be disabled for voting on September 26, 2017 at 05.00 p.m. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

iii. The voting rights of shareholders shall be in proportion to their shares of the Paid Up Equity Share Capital of the Company.

iv. CA Ankit Ladha, Practicing Chartered Accountant of M/s A K Ladha & Associates, Membership No.:ACA 420925, (FRN No: 017601C) Address: Dak-Banglow Road, Ratangarh Pin-458226 ( India), email ID- [email protected] has been appointed as the Scrutinizer to scrutinize the e-voting process.

v. The scrutinizer shall, immediately after the conclusion of voting at the general meeting, first count the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the company and make, not later than three days of conclusion of the meeting, a consolidated scrutiniser's report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing who shall countersign the same, provided that the chairman or a person authorized by him in writing who shall countersign the same.

vi. The Results declared along with the Scrutinizer's Report shall be placed on the Company's website and on the website of CDSL within two days of the passing of the resolutions at the AGM of the Company and communicated to the BSE Limited where the shares of the Company are listed.

vii. The resolutions shall be deemed to be passed on the date of the Annual General Meeting, subject to receipt of sufficient votes.

viii.For Members holding shares in physical form, the password and default number can be used only for e-Voting on the resolutions given in the notice.

ix . Institutional Shareholders ( i.e. other than individuals , HUF, NRI etc .) are required to log on to and register themselves as Corporate, link their account which they wish to vote on and then cast their vote. They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity They should also upload a scanned copy of the Board Resolution / Power of Attorney (POA) which they have issued in favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the vote.

x. You can also update your mobile number and E-mail ID in the user profile details of the folio which may be used for sending communication(s) regarding CDSL e-Voting system in future. The same may be used in case the Member forgets the password and the same needs to be reset.

SECTION B - COMMENCEMENT OF E-VOTING PERIOD AND OTHER E-VOTING INSTRUCTIONS


xi. In case you have any queries or issues regarding e-Voting, you may refer the Frequently Asked Questions (“FAQs”) and e- Voting manual available at www.evotingindia . com under help section or write an e- mail to [email protected]

Contact DetailsCompany Divya Jyoti Industries LimitedRegd. Office: Plot No. M-19 39, Sector III,Industrial Area, Pithampur - 454775, Dist. Dhar (M.P.) CIN: L15143MP1992PLC007090E-mail ID: [email protected]

Registrar and Share Transfer AgentLink In time India Private Limited

C 101, 247 Park, L B S Marg, Vikhroli West, Mumbai 400 083. Phone No: 022-25963838 Fax: 022-25946969

Email: [email protected]

E-Voting Agency : Central Depository Services (India) LimitedE-mail ID: [email protected]

Place: Indore Date: August 11, 2017

By Order of the Board of Directors

Prabhavi MungeeCompany Secretary

By Order of the Board of DirectorsPrabhavi Mungee

Company Secretary

The following Statement sets out all material facts relating to the Special Business mentioned in the accompanying Notice:

FOR ITEM NO.4The Board, on the recommendation of the Audit Committee, has approved the reappointment and remuneration of the Cost Auditors to conduct the audit of the cost records of the Company for the financial year 2017-18. In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors has to be confirm by the shareholders of the Company. Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No.4 of the Notice for confirmation of the remuneration payable to the Cost Auditors for the financial year 2017-18.None of the Directors / Key Managerial Personnel of the Company / their relatives is, in any way, concerned or interested, financially or otherwise, in the above resolution. The Board commends the Resolution for approval by the members.

FOR ITEM NO. 5The company had pursuant to the Section 149 of the Companies Act 2013 proposed to appoint Mr. Suresh Kumar Varma (DIN: 07651488), as Independent Director of the company for a period of 5 (five) years w.e.f. 14th November 2016. Mr. Suresh Kumar Varma is not disqualified from being appointed as Directors in terms of Section 164 of the Act and have given their consent to act as Independent Director. The Company has also received declaration alongwith the deposit of requisite amount under section 160 from Mr. Suresh Kumar Varma that he meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and . In the opinion of the Board, Mr. Suresh Kumar Varma fulfill the conditions for appointment as Independent Director as specified in the Act and the Listing Agreement. Copy of the draft letter for respective appointment of Mr. Suresh Kumar Varma as Independent Director setting out the terms and conditions are available for inspection by members at the Registered Office of the Company. Mr. Suresh Kumar Varma is interested in the resolutions set out respectively at Item No. 5 of the notice with regard to their respective appointment.

The Board recommends the said Resolution for approval by the Shareholders.

as per [SEBI(LODR) Regulation 2015]

ANNEXURE TO NOTICEEXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

Place: IndoreDate: August 11, 2017


Dear Members,

Your Directors are pleased to present the 25th Annual Report and the Company's audited accounts for the financial year ended 31st March, 2017.

FINANCIAL HIGHLIGHTSstThe Company's financial performance for the year ended on 31 March, 2017 is summarized below:

Revenue from OperationsAdd: Other Income

Total RevenueEarnings Before Interest & Depreciation & Tax (EBIDTA)

Less: Financial CostsProfit Before Depreciation

Less: Depreciation And Amortisation ExpensesProfit Before Tax (PBT)

Less:(a) Current Tax(b) Deferred Tax

Profit After Tax (PAT)Add: Profit Brought ForwardLess: Transferred during the year

Profit Available for Appropriation

11,637.2421.39

11,658.62676.37453.07223.30124.59

98.71

34.53(2.29)66.47

975.060

1,041.53

9149.9127.50

9177.41627.96425.52202.44131.44

71.00

19.701.58

49.72925.34

0975.06

Particulars 2016-17 2015-16

BUSINESS PERFORMANCE

EXTRACT OF ANNUAL RETURN

MEETINGS OF THE BOARD

DIRECTORS

DIRECTOR'S RESPONSIBILITY STATEMENT

During the year under review, your Company has recorded total revenue of Rs.116.59 Crores. The consolidated revenue from operations of the Company for the year ended 31st March, 2017 has increased and thus, profit is also increased as of the company.

In compliance with section 92(3), section 134 (3) (a) and rule 11 of the Companies (Management and Administration) Rules, 2014 the extract of the annual return which is annexed as Form No. MGT–9 with this report.

6 (Six) meetings of the Board of Directors and 5(Five) meetings of the Audit Committee were held during the year. The details of the same are mentioned in the Corporate Governance Report.

In accordance with provisions of the Companies Act, 2013 and Article of Association of the Company, Mrs. Babita Nyati, Women Director of the Company, retires by rotation and being eligible offer herself for re-appointment & the Declaration has been received from her certifying that she meets with criteria of Director as prescribed.

During the period under review Mr. Vitthal Das Rathi has resigned as an Independent Director and Mr. Suresh Kumar Varma is appointed as an Independent Director of the Company.

Pursuant to section 134 (5) of the Companies Act, 2013, the Directors confirm that:-(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no

material departures.


(ii) They have, in the selection of the accounting policies, consulted 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.

(iii) They have taken proper and sufficient care, to the best of their knowledge and ability, 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.

(iv) They have prepared the annual accounts on a going concern basis.(v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial

controls are adequate and are operating effectively.(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such

systems are adequate and operating effectively.

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In addition to the Code of Conduct and Ethics, key policies that have been adopted by the company are as follows:

DECLARATION BY INDEPENDENT DIRECTORS

POLICIES

(http://www.divyajyoti.net/Policies.html).

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on our website

The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

Name of the Policy Brief Description Web Link

The Company has adopted the Vigil Mechanism/ Whistle Blower Policy for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct and ethics.

The company has a Familiarization Programme which deals with familiarizing the independent directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc., through various programmes organized by Executive Directors/ Senior Managerial Personnel of the company.

The policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive/ non- executive) and also the criteria for determining the remuneration of the directors, key managerial personnel and other employees.

The policy is used to determine material subsidiaries and material non- listed Indian subsidiaries of the Company and to provide the governance framework for them.

The policy regulates all the transactions between the company and its related parties.

This policy applies to disclosure of material events affecting the company. Materiality will be determined on case to case basis depending on the facts and circumstances relating to the information/ events and disclosures or in the opinion of the Board, if the event/ information ought to be disclosed.

http://www.divyajyoti.net/Policies/Vigil%20Mechanism.pdf

http://www.divyajyoti.net/Policies/Familiarization%20programme%20of%20Independent%20Directors.pdf

http://www.divyajyoti.net/Policies/Remuneration%20Policy.pdf

http://www.divyajyoti.net/Policies/Material%20Subsidiary%20Policy.pdf

http://www.divyajyoti.net/Policies/Related-Party-Transaction-Policy.pdf

http://www.divyajyoti.net/Policies/Policy%20on%20Determination%20of%20Materiality%20For%20Disclosure%20of%20Events%20or%20Information.pdf

V i g i l M e c h a n i s m / Whistle Blower Policy

Familiarisation Programme

Remuneration Policy

Material Subsidiary Policy

Related Party Transaction Policy

Policy on determination of materiality for disclosure.


Name of the Policy Brief Description Web Link

The policy deals with retention and archival of corporate records of the company.

http://www.divyajyoti.net/Policie

s/Archieval%20Policy.pdf

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013.An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.No complaints pertaining to sexual harassment were received during FY 2016-2017.

http://www.divyajyoti.net/Policies/Sexual%20Harrassment%20Policy.pdf

Sexual Harassment Policy

Archival Policy

This policy deals with identifying risks inherent in any business operations of the Company and provides guidelines to define, measure, report, control and mitigate the identified risks. It helps to create and protect shareholder value by minimizing threats or losses, and identify and maximizing opportunities.

This policy deals with specifying the documents which are to be preserved for lifetime (subject to such modifications, amendments addition, deletion and changes as required from time to time) and for specific time period.

http://www.divyajyoti.net/Policies

/Policy%20for%20Preservation%

20of%20Documents.pdf

http://www.divyajyoti.net/Policies

/Risk%20Management%20

Policy.pdf

Policy on Preservation

of Documents

Risk Management

Policy

AUDIT COMMITTEE

AUDITORS AND AUDITORS' REPORT

SECRETARIAL AUDITOR

COST AUDITORS

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED

The Audit Committee comprises of three (3) Directors namely Mr. Shriniwas Soni (Chairman), Mr. Gopal Nyati and Mr. Sudarshan Shastri as other members. All the recommendations made by the Audit Committee were accepted by the Board.

As per the provisions of the Act, the period of office of M/s Dafria & Co., Chartered Accountants, Statutory Auditor of the Company, expires at the conclusion of the ensuing Annual General Meeting.

It is proposed to appoint M/s. Anubhav Pradhan & Co., Chartered Accountants (ICAI FRN: 013822C), as Statutory Auditor of the Company, for a term of 5 (five) consecutive years. They have confirmed their eligibility and qualification required under the Act for holding the office, as Statutory Auditor of the Company.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer

The Board appointed M/s. M. Maheshwari & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the FY 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

M/s. G K Gupta & Co., Cost Accountant were appointed as Cost Auditors for auditing the cost records of your Company for the financial year 2017-18 by the Board of Directors on a consolidated remuneration of Rs.18,000/-(Rupees Eighteen Thousand Only), the remuneration was recommended by the Audit Committee of the Company. Further, the remuneration proposed to be paid to them for the financial year 2017-18 requires ratification of the shareholders of the Company and in views of the same the proposal for the ratification of appointment and remuneration have been included in the Notice of Annual General Meeting for your approval.

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided.


DIVIDEND

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

I. CONSERVATION OF ENERGY

The Company intends to retain internal accruals to maintain the liquidity and for funding growth to generate a good return for shareholders. The Board of Directors has decided not to declare dividend for the year ended 31st March, 2017.

The particulars relating to energy conservation, Technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and forming part of the Director's Report.

The Company has been laying emphasis on the conservation of energy and taking several measures like effective control on utilization of energy and regular monitoring of its consumption etc. The adoption of these measures to conserve energy has resulted in saving of the same.

Electricity:Unit (KWH) 1750455 1573288Total Cost (In Rs.) 1,64,68,514.00 1,38,27,694.00Rate/Unit (In Rs.) 9.41 8.79

Coal :Quantity (Metric ton) 2880.360 3445.693Total Cost (In Rs.) 1,79,42,27,300 1,62,25,481.00Rate/MT(In Rs.) 6,229.20 4,708.92

Diesel: Quantity (Litre) 18931 13856

Total Cost (In Rs.) 9,94,889 8,18,718.30Rate/Litre(In Rs.) 52.55 59.09

Power and Fuel Consumption 2016-17

(Amt. in `)

2015-16

II. TECHNOLOGY ABSORPTION

III. FOREIGN EXCHANGE EARNING & OUTGO

IV. ENVIRONMENT PROTECTION

PUBLIC DEPOSITS

(A) Research & Development1. The Company is not carrying any R&D in special area but is continuously engaged in improvement of Plant and

Machinery to conserve energy for better working results.2. Benefits derived as a result of the above R&D: N.A.3. Future Plan of Action : At the moment , the company has no special areas to carry R&D.4. Expenditure on R&D.: N.A.(B) Technology Absorption, Adaption and Innovation1. The technology is innovated on the basis of experience gained in the working of the plant.2. However, it is not possible to evaluate the exact cost reduction and production improvement.3. We do not have any improved technology and hence, the details required to be given for imported technology is not

applicable.

The Company has already established an export market for its products and has been taking keen interest for developing new export market for its products.1. Earnings

The Company has directly exported Lecithin for FOB value $ 65727.00 amounting Rs.43,44,914.00 during the year.

2. Out GoValue of CIF Imports NilExpenditure in Foreign Currency Nil

The Company has implemented for disposal of effluents an E.T.P. system at its Solvent Extraction & Refinery Plant.

The Company has not invited/accepted public deposit within the meaning of section 73 of the Companies Act, 2013 and rules made thereunder, during the year under review.


POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

REPORT ON CORPORATE GOVERNANCE

MANAGEMENT'S DISCUSSION AND ANALYSIS

COMMITTEES OF THE BOARD

TRANSFER TO RESERVES

BOARD EVALUATION

DEMAT STATUS

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

DECLARATION FROM WHOLE TIME DIRECTOR & CFO CERTIFICATION

ACKNOWLDGEMENT

Matching the needs of the Company and enhancing the competencies of the Board are the basis for the Nomination and Remuneration Committee to select a candidate for appointment to the Board. The current policy is to have a balanced mix of executive and non-executive Independent Directors to maintain the independence of the Board, and separate its functions of governance and management.

The Report on Corporate Governance as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the Listing Agreement with the Stock Exchanges in India forms part of this Annual Report.The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to the Report on corporate governance.

Management's Discussion and Analysis Report for the year under review, as stipulated under Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section and forming part of the Annual Report.

Currently, the Board has three committees : the audit committee, the nomination & remuneration committee and the stakeholders relationship committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report of this Annual Report.

During the year the Board of Directors have decided to transfer the amount of Net Profit after Tax of Rs. 66.47 Lacs to the reserves for the financial year 2016-17.

The Board carried out an annual performance evaluation of its own performance, the Independent Directors individually as well as the evaluation of the working of the Committees of the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The Company's shares are presently held in both electronic and physical modes.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not provided in the Annual Report, as none of the employees of the Company who was drawing remuneration in excess of the limits set out in the provision of the section 197 of the Act read with Rule 5 of the Companies ((Appointmentand Remuneration of Managerial Personnel) Rules, 2014.

The Board of Directors have received declaration from Whole Time Director and certificate from CFO under Schedule V (D) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Certificate have been enclosed in the Corporate Governance Report, is annexed herewith marked as “Declaration fromWhole Time Director” & “CFO Certificate Under Regulation 17 (8) and part B of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015”.

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.


Girdhari R. NyatiWhole Time Director

Gopal Nyati Whole Time Director

On behalf of the Board of Directors


[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies

(Management and Administration) Rules, 2014]

Form No. MGT-9

As on the financial year ended on 31st March, 2017EXTRACT OF ANNUAL RETURN

I. REGISTRATION AND OTHER DETAILS:

i) CIN: L15143MP1992PLC007090

ii) Registration Date: 08/05/1992

iii) Name of the Company: Divya Jyoti Industries Limited

iv) Category / Sub-Category of the Company: Company Limited by Shares/ Indian Non-Government Company.

v) Address of the Registered office and contact details: 19-39 Sector III Industrial Area, Pithampur, Dhar, M.P.: 454775.

vi) Whether listed company: Yes

vii) Name, Address and Contact details of Registrar and Transfer Agent, if any:M/s. Link In time India Private LimitedC 101, 247 Park, L B S Marg, Vikhroli West, Mumbai 400 083.Tel No: 25963838 Ext. : 2293, 2289Fax No: 022 - 25946969Email : [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. No.

Sl. No.

Name and Description of main products / services

NAME AND ADDRESS OF THE COMPANY

NIC Code of the Product/ service

% to total turnover of the company

1 Manufacturing of Soya Products DIVISION 15 : 100%MANUFACTURE OF FOOD PRODUCTS AND BEVERAGES

1 Nil Nil Nil Nil Nil

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES –

CIN/GLNHOLDING/ SUBSIDIARY / ASSOCIATE

% of shares held

Applicable Section


IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year% Change

during the year

Demat Phys Total % of Demat Physical Total % of ical Total Total

Shares Shares

A. Promoters

(1) Indian

a) Individual/ HUFb) Central Govtc) State Govt (s)d) Bodies Corp.e) Banks / FI f) Any Other….

Sub-total (A) (1):-

2670946NilNilNilNilNil

2670946

NilNilNilNilNilNil

Nil


2670946

25.93NilNilNilNilNil

25.93


2670946

NilNilNilNilNilNil

Nil

NilNilNilNilNilNil

Nil


2670946

25.93NilNilNilNilNil

25.93

(2) Foreign

a) NRIs -Individuals b) Other – Individualsc) Bodies Corp.d) Banks / FI e) Any Other….

Sub-total (A) (2):-

Total shareholding of Promoter (A) = (A)(1)+(A)( 2)

NilNilNilNilNil

Nil

2670946

NilNilNilNilNil

Nil

Nil

NilNilNilNilNil

Nil

2670946

NilNilNilNilNil

Nil

25.93

NilNilNilNilNil

Nil

2670946

NilNilNilNilNil

Nil

Nil

NilNilNilNilNil

Nil

2670946

NilNilNilNilNil

Nil

25.93

NilNilNilNilNil

Nil

Nil

B. Public Shareholding

1. Institutions

a) Mutual Fundsb) Banks / FI c) Central Govt d) State Govt(s) e) VentureCapital

Fundsf) Insurance

Companiesg) FIIsh) Foreign Venture

Capital Funds

NilNilNilNilNil

Nil

NilNil

NilNilNilNilNil

Nil

NilNil

NilNilNilNilNil

Nil

NilNil

NilNilNilNilNil

Nil

NilNil

NilNilNilNilNil

Nil

NilNil

NilNilNilNilNil

Nil

NilNil

NilNilNilNilNil

Nil

NilNil

NilNilNilNilNil

Nil

NilNil

NilNilNilNilNil

Nil

NilNil


Nil

Nil

196883

Nil

1456827

3422968

113776

5190454

5190454

Nil

7861400

Nil

Nil

56400

Nil

2123300

252000

6900

2438600

2438600

Nil

2438600

Nil

Nil

253283

Nil

3580127

3674968

120676

7629054

7629054

Nil

10300000

Nil

Nil

2.46

Nil

34.76

35.68

1.17

74.07

74.07

Nil

100

Nil

Nil

22206

Nil

1210728

2825290

939880

5198104

5198104

Nil

7869050

Nil

Nil

56400

Nil

1936750

430900

6900

2430950

2430950

Nil

2430950

Nil

Nil

278606

Nil

3147478

3256190

946780

7629054

7629054

Nil

10300000

Nil

Nil

2.70

Nil

30.55

31.06

9.22

74.06

74.06

Nil

100

Nil

Nil

0.24

Nil

-4.21

-4.08

7.5

00.00

00.00

Nil

-0.55

i) Others

(specify)

Sub-total

(B)(1):-

2. Non-Institutions

a) Bodies Corp.

i) Indian

ii) Overseas

b) Individuals

i) Individual

shareholders

holding nominal

share capital

upto Rs. 1 lakh

ii) Individual

shareholders

holding nominal

share capital in

excess of Rs 1 lakh

c) Others (specify)

Sub-total (B)(2):-

Total Public

Shareholding

(B)=(B)(1)+ (B)(2)

C. Shares held by

Custodian for GDRs

& ADRs

Grand Total (A+B+C)


(ii) Shareholding of Promoters

Share holding at the end of the year

S No.Shareholder's

Name

Shareholding at the beginning of the year % change

in share holding during

the year

No. of Shares

% of total Shares of

the company

%of Shares Pledged / encumbe

red to total shares

No. of Shares

% of total Shares of

the company

%of Shares Pledged / encumbe

red to total

shares

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

Gopal Nyati Rangnath

Rangnath Mannalal

Nyati

Indira Nyati

Babita Nyati

Saritabai Nyati

Anirudh Nyati

Kalyanmal Nyati

Ankit Nyati

Girdhari R Nyati

Kamla Bai Nyati

Kalyanmal Mannalal

Nyati

Vithaldas Mannalal

Nyati

Vithal Das Nyati

Gopal Nyati

Ayushi Nyati

Sampatkumar

Girdharilal HUF

Total

254950

362000

335000

90000

25000

158577

100000

123000

415000

74000

50000

25000

75000

86619

24000

472800

2670946

2.47

3.51

3.25

0.87

0.24

1.53

0.97

1.19

4.02

0.71

0.48

0.24

0.72

0.84

0.23

4.59

25.93

2.47

3.51

3.25

0.87

0.24

1.53

0.97

1.19

4.02

0.71

0.48

0.24

0.72

0.84

0.23

4.59

25.93

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

254950

362000

335000

90000

25000

158577

100000

123000

415000

74000

50000

25000

75000

86619

24000

472800

2670946

Particulars

2670946 25.93 2670946 25.93

2670946 25.93 2670946 25.93


(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

S. No. Name

Shareholding

No. of Shares at the beginning

% of Total Shares of the Company

Date

Increase/

Decrease in

Shareholding

ReasonCumulative Shareholding during the year

No. of

Shares


Rajendra Kumar Nyati

Dinesh Chandra Nyati

Jagdish Chandra Nyati

Subramanian P

Vijay Kumar Nyati

Pulkit Kumar Nyati

Pushpa Nair

Arihant Capital Market Ltd.

Shailendra Biyani

Alka Devi Nyati

Total

753045

577462

420838

376599

174000

165490

110914

108411

79000

76008

2841767

753045

577462

420838

376599

174000

165490

110914

108411

79000

76008

2841767

1

2

3

4

5

6

7

8

9

10

7.31

5.61

4.09

3.65

1.69

1.6

11.08

1.05

0.76

0.73

27.58

7.31

5.61

4.09

3.65

1.69

1.6

11.08

1.05

0.76

0.73

37.58

Nil

Nil

Nil

Nil

Nil

Nil

Nil

23/03/17

Nil

Nil

--

Nil

Nil

Nil

Nil

Nil

Nil

Nil

25201

Nil

Nil

25201

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Purchase

Nil

Nil

--


S. No. Name

Shareholding

No. of Shares at the beginning


Rangnath Mannalal Nyati

Gopal Nyati

Gopal Nyati Rangnath

Girdhari R. Nyati

Sudarshan Shastri

Babita Nyati

Shri Niwas Soni

Sanjay Baweja

Total

362000

86619

254950

415000

3000

90000

104960

500

1317029

362000

86619

254950

415000

3000

90000

104960

500

1317029

1

2

3

4

5

6

7

8

Date

Increase/

Decrease in

Shareholding

ReasonCumulative Shareholding during the year

No. of

Shares


3.51

0.84

2.47

4.02

0.03

0.87

1.02

0.00

12.78

3.51

0.84

2.47

4.02

0.03

0.87

1.02

0.00

12.78

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

---

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

94139

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

--

(v) Shareholding of Directors and Key Managerial Personnel:

V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment

Total IndebtednessSecured Loans excluding deposits

Unsecured Loans

Deposits

Indebtedness at the beginning of the financial year.i) Principal Amount

ii) Interest due but not paid iii) Interest accrued but not due.

Total (i+ii+iii)

Change in Indebtedness during the financial year

AdditionReduction

Net Change

Indebtedness at the end of the financial year i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i+ii+iii)

316216865

Nil

316216865

16927675--

16927675

333144540

Nil

Nil

333144540

49101153

Nil

49101153

9946292

--

9946292

59047445

Nil

Nil

59047445

Nil

Nil

Nil

Nil--

Nil

Nil

Nil

Nil

Nil

365318018

Nil

365318018

26874076--

26874076

392192094

Nil

Nil

392192094


VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Name of MD/WTD/ Manager

Manager Total AmountS. No. Particulars of Remuneration WTDGopal Nyati

WTDGirdhari R Nyati

Gross salary

(a) Salary as per provisions

contained in section 17(1) of the

Income-tax Act, 1961

(b) Value of perquisites u/s

17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under

section 17(3) Income-tax Act,

1961

Stock Option

Sweat Equity

Commission

- as % of profit

- others, specify…

Others, please specify

Total (A)

Ceiling as per the Act

8,40,000

Nil

Nil

Nil

Nil

Nil

Nil

8,40,000

2,40,000

Nil

Nil

Nil

Nil

Nil

Nil

2,40,000

10,80,000

Nil

Nil

Nil

Nil

Nil

Nil

10,80,000

84,00,000

NA

NA

NA

NA

NA

NA

NA

NA

1

2

3

4

5

B. Remuneration to other directors:

Sl. N. Particulars of Remuneration Name of Directors Total Amount

Independent Directors

Fee for attending board committee meetingsCommissionOthers, please specify

Total (1)

1. Mr. Sudarshan Shastri

7,000/-Nil

Nil

Mr. Shri Niwas Soni

7,000/-Nil

Nil

Mr. Johnney Paul

NilNil

Nil

Mr. Vitthal Das Rathi

Nil-Nil

Nil

Mr. SureshKumar Varma

Nil-Nil

Nil

14000Nil

Nil


Sl. N.

Sl. N.

Particulars of Remuneration Name of Directors Total Amount

Other Non-Executive Directors

Fee for attending board committee meetingsCommissionOthers, please specify

Total (2)

Total (B)=(1+2)

Total Managerial Remuneration

Overall Ceiling as per the Act

1.

NilNil

Nil

Nil

7000

NilNil

Nil

Nil

7000

NilNil

Nil

Nil

Nil

NilNil

Nil

Nil

Nil

Mrs. Babita NyatiRs. 2000/-

2,000

2000/-

NilNil

Nil

Nil

16000

Nil

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:

Particulars of RemunerationKey Managerial Personnel

CEOSanjay Baweja

Company SecretaryPoorva Agrawal(Up to 31-12-2016)/Prabhavi Mungee (w.e.f. 01-01-2017)

CFOAnkit Maheshwari Total

Gross salary(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

Stock Option

Sweat Equity

Commission- as % of profit- others, specify…

Others, please specify

Total

1

2

3

4

5

10,80,000

Nil

Nil

Nil

Nil

Nil

Nil

10,80,000

1,12,564/45,000

Nil

Nil

Nil

Nil

Nil

Nil

1,57,564

5,16,000

Nil

Nil

Nil

Nil

Nil

Nil

5,16,000

17,53,564

Nil

Nil

Nil

Nil

Nil

Nil

17,53,564


VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Section of theCompanies Act

Brief Description Details of Penalty/Punishment/Compounding feesimposed

Authority [RD/

/COURT]Details)

A.COMPANY

Penalty

Punishment

Nil

Compounding

B.DIRECTORS

Penalty

Punishment

Nil

Compounding

Penalty

Punishment

Nil

Compounding


MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your company's basic raw material is Soybean Seed which is processed to produce Soya Meal, Crude Oil. The crude oil is further processed to get maximum Edible Refined Oil of it and residue we get by-products such as Lecithin, Acid Oil and Soya Fatty Acid which all have different use

The day to day management of the Company is looked by Executive Director assisted by a team of competent technical & commercial professionals.

Your company's plant is at Sector - III, Pithampur, Dist. Dhar (M.P).

Financial Performance: The company's overall operational performance has been average during the financial year 2016-17. But inspite of so many hurdles company was able to increase its turnover by appox 20%.

Threats, Risks and Concerns: As is normal and prevalent for any business, the Company is facing tough time due to large scale of imports of oil, higher price of raw material and poor demand of Soya Meal. There can be risks inherent in meeting unforeseen situation, not uncommon in the industry. Company is fully aware of these challenges and is geared to meet them. Company also recognizes the risks associated with business and would take adequate measures to address the associated risks and concerns. The factors as above mention in self says as now days our pricing strategy being mainly dependent on imports of Crude Oil and also on raw material.

Business Outlook: This year soya industry started with positive note and there has been remarkable progress in regaining some of the export markets. It is networthy that in the first six months the exports have touched aprrox. Eleven lacs tons as compared to only approx. 2.25 lacs tons in the same period last year.The company was able to do marginally better than previous year The Soybean Processors Association is also trying very hard for the survival of the industry and in this matter SOPA's delegation is meeting various government departments.

Segment Reporting is not being applicable on the company as the business activity of the company falls within single primary business segment viz. Solvent Extraction & Refinery.

Risk Management framework and Policy based on domestic and globally recognized standards. The objective of the policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the Company's business and to create & protect shareholders' value by minimizing threats or losses, and identifying and maximizing opportunities. The Risk Management Policy is reviewed periodically by the Board, Audit Committee as well as Risk

The direct risks are from the Monsoon outlook, domestic and international production figures of soybean crop, supply and demand gaps, government policies affecting rate of interest and duties applicable on traded commodities. The main objective of Risk Management Policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the Company's business. This Policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. Your company has developed a

OVERVIEW

INDUSTRY STRUCTURE AND DEVELOPMENTS

SEGMENT WISE PERFORMANCE

RISK MANAGEMENT

At Divya Jyoti, we actively stimulate entrepreneurship throughout the organization and consistently align our business strategies with ever changing business environment, which helps us to move towards a sustainable future. The current world economy grew at a stable pace of 3.1% in CY 2016, although India remained the fastest growing major economy in the world, with a GDP growth rate of 7.1 % for FY 2016-17. Consumption of Edible Oil in India is nearly 22 Million Tons out of which domestic production is 7 Million and remaining is imported, Increased Import duties is likely to see Indian Edible oil refining industries to enhance their capacity utilization by at least on third, Forcing the industry to crush more domestic oil seed, Considering this company foresees various business opportunities in the coming years .This financial year, we continued to grow from where we left last year with a view to grow in forthcoming financial years.


Risk Management Policy to safeguard the company's operations from time to time, which is available on the company's website and the abstract of this policy is provided below :-

q Revenue Concentration and liquidity aspects-q Inflation and Cost structure-q Technology Obsolescence-q Legalq Fluctuations in Foreign Exchangeq Economic Environment and Market conditionsq Political Environmentq Competition

The insurance of all movable/ immovable properties as owned by the company are adequately made and covered against risks.

Management has put in place effective Internal Control Systems to provide reasonable assurance for Safeguarding Assets and their usage. Maintenance of Proper Accounting Records and Adequacy and Reliability of the information used for carrying on Business Operations. The Company has appointed an Independent Auditor to ensure compliance and effectiveness of the Internal Control Systems. The Audit Committee is regularly reviewing the Internal Audit Reports for the auditing carried out in all the key areas of the operations. Human Resource/Industrial Relations: Human Resources Development, in all its aspects like training in safety and social values is under constant focus of the management. Relations between the management & the employees at all levels remained healthy & cordial throughout the year. The Management and the employees are dedicated to achieve the corporate objectives and the targets set before the company.

Management is keen on following the best practices for retaining and enhancing human resources of the Company. Internal transfer, job rotation and training have been inculcated at different level of organization.

Your Company recorded Profit after tax (PAT) of `66.47 lacs against `49.72 lacs during preceding financial year. The financial statements of the Company for the year under review have been prepared in Compliance with the requirements of the Companies Act, 2013 and Generally Accepted Accounting Principles in India. The management of the company accepts the responsibility for the integrity and objectivity of these financial statements.

INSURANCE

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

HUMAN RESOURCES DEVELOPMENT

REVENUE AND PROFIT

FINANCIAL REVIEW AND ANALYSIS

Highlights 2016-17 2015-16 Growth (%)

Total Revenue

Profit Before Tax (PBT)

Profit After Tax (PAT)

11,637.24

98.71

66.47

9,149.91

71.00

49.72

( ` in Lacs)

27.18

39.03

33.69

CAUTIONARY STATEMENTStatements in the Management Discussion and Analysis and Directors Report describing the Company's strengths, strategies, projections and estimates, are forward-looking statements and progressive within the meaning of applicable laws and regulations. Actual results may vary from those expressed or implied, depending upon economic conditions, Government Policies and other incidental factors. Readers are cautioned not to place undue reliance on the forward looking statements.


Form No. MR-3

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2017

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

SECRETARIAL AUDIT REPORT

To,The Members,Divya Jyoti Industries Limited,CIN: L15143MP1992PLC007090Plot No. 19-39, Sector-III, Industrial Area,Pithampur-454775, Dist.Dhar

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Divya Jyoti Industries Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me/us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the Divya Jyoti Industries Limited books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on March 31, 2017 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Company for the financial year ended on March 31, 2017 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made there under read with notifications, exemptions and clarifications thereto;

ii. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;iv. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign

Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (Not applicable to the Company during the Audit period hence, these regulations have not been considered for the purpose of this report).

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011 as amended from time to time;b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as

amended from time to time;c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009 and amendments from time to time. (Not applicable as the Company during the reporting period under Audit)

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulation, 2014. (Not applicable as the Company during the reporting period under Audit).

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008. (Not applicable as the Company during the reporting period under Audit);

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 as amended from time to time regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 as amended from time to time. (Not applicable as the Company during the reporting period under Audit)


h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1999. (Not applicable as the Company during the reporting period under Audit)

vi. As confirmed by the Management, there is no sectoral law specifically applicable to the Company based on their Sector/Business.We have also examined compliance with the applicable clauses of the following:(i) Secretarial Standards on Board and General Meeting (SS-1 & SS-2) issued by The Institute of Company

Secretaries of India. (ii) The Listing Agreements entered into by the Company with BSE Limited read with SEBI (Listing Obligation and

Disclosure Requirements) Regulations, 2015.During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.We further report that We rely on Statutory Auditor's Report in relation to the financial statements and accuracy of financial figures for Sales Tax, Wealth Tax, Value Added Tax, Related Party Transactions, Provident Fund, ESIC, etc. as disclosed under Financial Statements, Accounting Standard 18 and note on foreign currency transactions during our audit period.

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All the decisions at Board Meetings and Board Committee Meetings are carried out unanimously/majority as recorded in the Minutes of the Board of Directors of the Company or committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the Audit period the Company has no specific events / actions that having a major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standard, etc.

thNote : This Report is to be read with our letter dated 7 August, 2017 which is annexed as Annexure A and forms and integral part of this report.

For M. Maheshwari & AssociatesCompany Secretaries

Firms U.C.N. I2001MP213000

Manish MaheshwariProprietorFCS-5174CP-3860

thDate : 7 August, 2017Place : Indore


The Members,Divya Jyoti Industries Limited,CIN: L15143MP1992PLC007090Plot No. 19-39, Sector-III, Industrial Area,Pithampur-454775, Dist.Dhar

Our Secretarial Audit Report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to

express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the

correctness of the contents of the Secretarial records. The verification was done on the test basis to ensure that

correct facts are reflected in secretarial records. We believe that the process and practices, we followed provide a

reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the

company.

4. Where ever required, we have obtained the Management representation about the compliances of laws, rules,

regulations and happening of events etc.

5. The compliances of the provisions of Corporate and other applicable laws, rules, regulations, standards is the

responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy of

effectiveness with which the management has conducted the affairs of the company.

For M. Maheshwari & AssociatesCompany Secretaries

Firms U.C.N. I2001MP213000

Manish MaheshwariProprietorFCS-5174CP-3860

thDate : 7 August, 2017Place : Indore


CORPORATE GOVERNANCE REPORT

In accordance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Directors present the Company's Report on Corporate Governance.

The Company's Corporate Governance policy is the ideology of transparency and openness in the effective working of the management and Board. It is believed that the imperative for good Corporate Governance lies not merely in drafting a code of Corporate Governance but in practicing it. Your Company confirms the compliance of Corporate Governance as per the Listing Agreement and as contained in Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR Regulations)") as amended.

DJIL maintains the highest standards of Corporate governance. It is the company constant endeavor to adopt the best corporate governance practice keeping in view the international codes of Corporate Governance and practice of well-known global companies Some of the best implemented global governance norms include the following:

a) The Company has a designated Lead Independent Director with a defined role.b) All Securities related filing with Stock Exchanges and SEBI are reviewed every quarter by the Company's

Stakeholders Relationship Committee (previously Shareholders'/Investors' Grievance Committee of Directors. c) The Company also undergoes secretarial audit conducted by independent company secretary who is in whole

time practice and the annual secretarial audit report placed before the Board, is annexed in the Annual Report.

The Company Secretary plays a key role in ensuring that the Board procedures are followed and regularly reviewed. The Company Secretary ensures that all relevant information, details and documents are available to the directors, and senior management for effective decision making at the meetings. The Company Secretary is primarily responsible to assist and advice the Board in conduct of affairs of the Company to ensure compliance with applicable statutory retirements and Secretarial Standards, to provide guidance to directors and to facilitate convening of meetings. He interfaces between the management and regulatory authorities for governance matters.

The Board of Directors of the Company consists of an optimum combination of Executive, Non Executive and Independent directors, to ensure the independent functioning of the Board. The composition of the Board of Directors is as follows.

COMPANY PHILOSOPHY OF CORPORATE GOVERNANCE

BEST CORPORATE GOVERNANCE PRACTICES

ROLE OF THE COMPANY SECRETARY ON OVERALL GOVERNANCE PROCESS

BOARD OF DIRECTORSa) COMPOSITION OF THE BOARD

1.

2.

3.

4.

5.

6.

7.

Mr. Girdhari R Nyati

Mr. Gopal Nyati

Mrs. Babita Nyati

Mr. Shriniwas Soni

Mr. Sudarshan Shastri

Mr. Suresh Kumar Varma

Mr. Johnney Paul

Whole Time Director

Executive Director

Woman Director

Director

Director

Director

Director

Executive

Executive

Non Executive

Independent

Independent

Independent

Independent

b) NO. OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR 2016-17

During the year under review, the Board of Directors met (6) times on the dates given herein below:

th30 May, 2016

th11 August, 2016

th19 September 2016

th14 November

2016

nd02 January

2017

th13 February

2017


Directorship

of other

Indian

Companies

Name of DirectorsS. No.

No. of Chairmanship/

Membershipof other Board

No. of Board Meetings Attendance at

the last AGM

Held Attendance

1.

2.

3.

4.

5.

6.

7.

Mr. Girdhari R Nyati

Mr. Gopal Nyati

Mr. Shriniwas Soni

Mr. Sudarshan Shastri

Mrs. Babita Nyati

Mr. Suresh Kumar Varma

Mr. Johnney Paul

1

1

Nil

1

1

Nil

3

Nil

3

3

6

Nil

Nil

Nil

6

6

6

6

6

6

6

6

6

6

6

6

1

1

Yes

Yes

Yes

Yes

Yes

No

No

MEETING OF INDEPENDENT DIRECTORS:

PERFORMANCE EVALUATION:

COMMITTEES OF THE BOARD

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

During the year under review, the Independent Directors met on Thursday the of August, 2016, inter alia, to discuss:

(i) Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole;(ii) Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-

Executive Directors;(iii)Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is

necessary for the Board to effectively and reasonably perform its duties.All the Independent Directors were present at the Meeting.

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Board Evaluation Policy has been framed and approved by the Nomination and Remuneration Committee (NRC) and by the Board.

The Board carried out an annual performance evaluation of its own performance, the Independent Directors individually as well as the evaluation of the working of the Committees of the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors.The Directors expressed their satisfaction with the evaluation process.

In Compliance with the requirements under the Listing Agreement and the applicable laws, the Board has constituted the following committees:

1. Audit Committee;2. Nomination & Remuneration Committee;3. Stakeholder Relationship Committee.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013.An Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.No complaints pertaining to sexual harassment were received during FY 2016-2017.

11th day


AUDIT COMMITTEE

MEETINGS HELD

The Audit Committee is constituted in accordance with the provision section 177 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Members of the Audit Committee are financially literate in whom Mr. Gopal Nyati is a Chartered Accountant and the finance professional and Mr. Sudarshan Shastri senior corporate and financial consultant.

1. To investigate any activity within its terms of reference.2. To seek information from any employee.3. To obtain outside legal or other professional advice.4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

The scope and function of the Audit Committee is to regularly review the internal control, systems and procedures, accounting policies and other matters that protect the interest of the stakeholders, ensure compliance with the laws, and monitor with a view to provide effective supervision of the management's process, ensure accurate, timely and proper disclosures, transparency, integrity and quality of financial reporting. The composition, procedures, powers and role/functions of the Audit Committee constituted by the Company comply with the requirements of Regulation 18 (3) and part C of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Companies Act, 2013. Role of Audit Committee includes the following:

1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

2. Recommending to the Board, the appointment, reappointment and, if required, the replacement or removal of Statutory Auditors including Cost Auditors and fixation of audit fees.

3. Reviewing with the management, the annual financial statements before submission to the Board for approval, with particular reference to:a) Changes, if any, in accounting policies and practices and reasons for the same.b) Significant adjustments made in the financial statements arising out of audit findings.c) Compliance with listing and other legal requirements relating to financial statements.d) Disclosure of related party transactions.e) Qualifications in draft audit report.

4. Reviewing with the management, the quarterly financial statements before submission to the Board for approval.5. Reviewing with the management, the performance of Statutory Auditors and adequacy of internal control systems.6. Carrying out such other functions as may be specifically referred to the Committee by the Board of Directors and/or

other Committees of Directors of the Company.

During the Financial Year 2016-17, 5 (Five) Audit Committee Meetings were held on the following dates:

Power of the Audit Committee

Terms of Reference and Role of Audit Committee

th30 May, 2016th11 August, 2016 th14 November 2016

th02 January, 2017 13 February 2017

COMPOSITION AND ATTENDANCE

Name Of the Member stComposition as on 31 March 2017 No. of Meetings Attended

Mr. Shriniwas SoniMr. Gopal NyatiMr. Sudarshan Shastri

Chairman Member Member

555

NOMINATION AND REMUNERATION COMMITTEEDescription and Role of the Nomination & Remuneration Committee:

1. To determine the policy on specific remuneration packages for Executive/Whole- time Directors including pension rights and any compensation payments.

2. Recommends to the Board the remuneration of the Executive Directors in all its forms (i.e. salary, contribution to provident fund, superannuation fund, gratuity, bonus, stock option, compensation for loss of office, other amenities, perquisites etc.).

3. Takes into account the financial position of the Company, profitability, and trend in the industry, appointee's qualification, experience, past performance, past remuneration etc. and brings out objectivity in determining the remuneration package, while striking a balance between company's interest and that of the shareholders.


The remuneration policy is directed towards rewarding performance, based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice.

MEETINGS HELDDuring the Financial Year 2016-17, 2 (Two) Nomination & Remuneration Committee Meeting was held on Following Dates

th14 November 2016nd02 January, 2017


Name Of the Member stComposition As on 31 March 2017 No. Of Meetings Attended

Mr. Sudarshan Shastri Mr. Shriniwas Soni Mr. Gopal Nyati

ChairmanMemberMember

222

REMUNERATION

S. No. Name of Director Description of Transaction

1.2.

Mr. Girdhari R. NyatiMr. Gopal Nyati

RemunerationRemuneration

2,40000/-8,40000/-

Notes1. The remuneration to the executive directors is being paid as per the approval of the shareholders at the general

body meeting.2. No service contract has been executed between the company and executive directors. The services of Executive

Directors are subject to the personnel policy of the Company. No severance fees is payable to executive directors.3. *The remuneration to the executive directors is being paid as per the recommendation of Remuneration

Committee and approval of the shareholders at the general body meeting.4. *Salary and perquisites includes provident Fund and Gratuity etc.5. Presently, the Company does not have a scheme for grant of Stock Options either to the executive directors or

employees.6. Mr. Girdhari R Nyati is holding 415000, Mr. Gopal Nyati is holding 86619, Mr. Sudarshan Shastri is holding 3000,

Mr. Shriniwas Soni is holding 104960 and Mrs. Babita Nyati is holding 90000 equity shares of the Company.7. The Remuneration Committee has not felt the need of any remuneration policy till now.8. Mr. Girdhari R Nyati, Mr. Gopal Nyati and Mrs. Babita Nyati are related to each other. All other directors do not have

any pecuniary relationship with the Company other than receipt of sitting fee.9. Non- executive Directors are entitled only for sitting fees for attending meetings of the Board and Committees and

no remuneration is payable to them.10. The company does not pay commission or performance linked incentives to any of the directors.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Description and Role of the Stakeholders Relationship Committee:

The Stakeholders Relationship Committee comprises of 2 Non-Executive Independent Directors and 1 Executive director, The Stakeholders Relationship Committee's constitution and terms of reference are in compliance with provisions of the Companies Act, 2013 and Regulation 20 and Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms of reference of the Committee are as follows:

1) To review the reports submitted by the Registrars and Share Transfer Agents of the Company at half yearly intervals.


2) To periodically interact with the Registrars and Share Transfer Agents to ascertain and look into the quality of the Company's Shareholders / Investors grievance redressal system and to review the report on the functioning of the Investor grievances redressal system.

3) To follow-up on the implementation of suggestions for improvement, if any.4) To periodically report to the Board about serious concerns if any.5) To consider and resolve the grievances of the security holders of the company.

1. Ensure proper control with Registrar and Transfer agent. 2. Look into the redressing of the shareholders complaints and queries. 3. Review movement in shareholdings and ownership structure. 4. Evaluate its performance annually.

Powers and Authority of the Stakeholders Relationship Committee

MEETINGS HELDDuring the Financial Year 2016-17, 4 (Four) Stakeholders Relationship Committee Meetings were held on the following dates:


Name Of the Member stComposition As on 31 March 2017

Mr. Sudarshan Shastri Mr. Shriniwas Soni Mr. Gopal Nyati

No. Of Meetings Attended

ChairmanMemberMember

444

th30 May, 2016 th11 August, 2016 th14 November 2016 th13 February 2017

COMPLIANCE OFFICERMs. Prabhavi Mungee, Company Secretary and Compliance Officer is the Compliance Officer for complying with requirements of Securities Laws and Listing Agreements with Stock Exchanges.

Name, Designation & Address of Compliance Office:Ms. Prabhavi Mungee 201-204 B.M. Towers Opposite Lotus Showroom, Sapna Sangeeta Road, Indore - 452001 (M.P.) Phone : 0731-4010981Email at: [email protected], [email protected]

During the F.Y. 2016-17, the company has not received any complaints from Investors/ Shareholders. And all the pending complaints were attended as per applicable guidelines and regulations.

GENERAL MEETINGSThe last three Annual General Meetings were held as per details given below:

2013-20142014-20152015-2016

September 29,2014September 21,2015September 26, 2016

11.30am11.00am11.30am

Registered Office Registered OfficeRegistered Office

3-1


Financial Calendar F.Y. 2017-18 (Tentative)

Board meeting for first three quarters ending on

30th June'17, 30th Sept.'2017 and 31st Dec.'2017On or before 45th day from the end of Quarter

Board Meeting for Last quarter ending on 31st March 2018

Annual General Meeting for FY 2017-18

On or before 30th May' 2018

On or before 30th Sept.'2018

All the resolution, including special resolutions, was passed by the shareholders as set out in the respective notices. No resolution was put through postal ballot during the F.Y. 2016-17.

The Company has complied with all the requirement of regulatory authorities on the matters related to capital market hence no penalties or strictures have been imposed on the company by stock exchanges, SEBI or any other statutory authority during the last three years.

n terms of Regulation 17 (8) and part B of Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the certification by Chief Executive Officer and Chief Financial Officer on the financial statement and internal controls relating to financial reporting has been obtained.

There are no materially significant related party transactions that may have potential conflict with the interests of company at large in the financial year 2016-17. Related party transactions have been disclosed in Note No.32 of Notes on Financial Statement forming part of the Annual Accounts for the year ended 31st March, 2017.

The Company has conveyed existence of Whistle Blower Policy/ Vigil Mechanism to all its employees and it is hereby affirmed by the Board that no personnel has been denied access to the Audit Committee.

The Company has complied with all the mandatory requirements of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015. Non-mandatory requirements are being complied with

in a phased manner. The company has complied with the non-mandatory requirement of remuneration committee,

Whistle Blower Policy/ Vigil Mechanism.

Timely disclosure of consistent, comparable, relevant and reliable information on corporate financial performance is at

the core of good governance. Towards this end –

The results are submitted to the Stock Exchanges in accordance with the Listing Agreement and

simultaneously published in English edition of 'Free Press' and Hindi edition of 'Choutha Sansar'.

Announcements, Quarterly Results, Shareholding Pattern etc. of the Company regularly filed by the

Company, are also available on the website of The Bombay Stock Exchange Limited– www.bseindia.com.

The Company's website www.divyajyoti.net contains a separate dedicated section “Investor Relations” where information for shareholders is available. The Quarterly/ Annual Financial Results, annual reports are posted on the website.

DISCLOSURESa) LEGAL COMPLIANCES

b) CEO/CFO CERTIFICATION

c) DISCLOSURE REGARDING MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS

d) WHISTLE BLOWER POLICY/ VIGIL MECHANISM

e) MANDATORY AND NON-MANDATORY REQUIREMENTS

MEANS OF COMMUNICATIONS

Financial Results:

Corporate Filing:

Website:


FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS:

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

SEBI Complaints Redress System (SCORES):

GENERAL SHAREHOLDER INFORMATION

AGM DETAILS

PAYMENT OF DEPOSITORY FEES

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Company's procedures and practices.

The Company has adopted a Code of Conduct for prevention of Insider Trading for its Management, Staff and Directors. The Code lays down guidelines and procedures to be followed and disclosures to be made by Directors, Top Level Executives and Staff whilst dealing in shares of the Company.

The investor complaint(s) are processed in a centralized web based complaints redress system. The salient features of this system are: Centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status.

Date : Wednesday, 27th September, 2017

Venue : Plot No.M-19-39, Sector-III, Industrial Area, Pithampur Dist- Dhar (M.P.)

Time : 11:30 AM

Financial Year : April 1, 2016 to March 31, 2017

Book Closure Date : September 25th, 2017 to September 27th, 2017 (both days inclusive)

Listing on Stock Exchanges : Bombay Stock Exchange Limited

Stock Code : 526285

Demat ISIN : INE666B01018

Annual Custody/Issuer fee for the financial year 2017-2018 has been paid by the Company to NSDL and CDSL.

STOCK MARKET PRICE DATA

Apr 16

May 16

Jun 16

Jul 16

Aug 16

Sep 16

Oct 16

Nov 16

Dec 16

Jan 17

Feb 17

Mar 17

4.05

4.06

4.78

5.70

6.19

6.87

6.53

7.08

7.85

6.76

7.36

8.17

4.05

3.52

3.35

4.74

5.28

4.97

5.83

5.84

7.11

6.11

5.52

6.60

50

3538

9398

6035

11389

1817

5900

5600

1245

553

3098

43,249

Month Month's High Price(`) Month's Low Price(`) No. Of Shares


REGISTRAR & SHARE TRANSFER AGENT

SHARE TRANSFER SYSTEM

DISTRIBUTION OF SHAREHOLDING AS ON 31ST MARCH, 2017

Link In time India Pvt. Limited

C 101, 247 Park, L B S Marg, Vikhroli West, Mumbai 400 083

Phone No: 022-25963838 Fax: 022-25946969

Email: [email protected]

Transfer and dematerialization of shares are processed by Link In time India Pvt. Limited, Mumbai and are approved by Shareholders Relationship Committee. Average times taken for transfer of shares as well as dematerialization are three weeks.

1-500

501-1000

1001-2000

2001-3000

3001-4000

4001-5000

5001-10000

10001 and above

Total

10374

494

255

70

29

38

58

78

11396

1612721

410409

387017

180116

102614

180672

435354

6991097

10300000

15.66

3.98

3.76

1.78

0.99

1.75

4.23

67.85

100

ST CATEGORIES OF SHAREHOLDING AS ON 31 MARCH, 2017

1.2.3.4.5.6.7.

Promoters, Directors & RelativesPublic/IndividualsHUFBody CorporateMutual Funds & Nationalized BanksNRI's & OCB'sClearing Members

Total

26709466406707

925225278606

Nil11316

7200

10300000

25.9362.15

8.982.76

Nil0.110.07

100.00

59.20%17.20%23.60%


Outstanding GDRs/ADRs/Warrants or any other convertible instruments and their impact on equity:

PLANT LOCATION

ADDRESS FOR INVESTORS GRIEVANCES

The Company does not have any outstanding instruments GDRs/ADRs or any convertible instruments as on 31.03.2017.

M-19-39, Sector-III, Industrial AreaPithampur- 454 775, Dist. Dhar (M.P.)

Company Secretary: Ms. Prabhavi Mungee Divya Jyoti Industries Limited201-204 B.M. TowersOpposite Lotus Showroom, Sapna Sangeeta Road,Indore - 452001 (M.P.) Phone : 0731-4010981.

On behalf of the Board of Directors

Girdhari R NyatiWhole Time Director

Place : IndoreDate : August 11, 2017

DECLARATION FROM WHOLE - TIME DIRECTOR

DECLARATION

A declaration signed by the Whole- Time Director of the company on behalf of the members of the Board and Senior

Management Personnel in terms of Schedule V (D) of Securities and Exchange Board of India (Listing Obligations and stDisclosure Requirements) Regulations, 2015 for the year ended on 31 March, 2017:

I, Gopal Nyati, Whole- Time Director of the Company do hereby affirm and declare on behalf of all the Directors and Senior Management Personnel in terms of Schedule V (D) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 that the Company has laid down and complied with the Code of Conduct as adopted by the Company.

Place: Indore

Date: August 11, 2017

Gopal Nyati

Whole Time Director

DIN: 00784071


CEO / CFO CERTIFICATE

Regulation 17 (8) and part B of Schedule II of Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015

To, The Board of Directors Divya Jyoti Industries Limited

1. I have reviewed financial statements and the cash flow statement of Divya Jyoti Industries Limited for the year ended 31st March, 2017 and to the best of our knowledge and belief: (i) These statements do not contain any materially untrue statement or omit any material fact or contain

statements that might be misleading; (ii) These statements together present a true and fair view of the Company's affairs and are in compliance

with existing accounting standards, applicable laws and regulations. 2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year

which are fraudulent, illegal or violative of the Company's Code of Conduct.3. I accept responsibility for establishing and maintaining internal controls for financial reporting and I have

evaluated the effectiveness of Company's internal control systems pertaining to financial reporting. I have not come across any reportable deficiencies in the design or operation of such internal controls.

4. I have indicated to the Auditors and the Audit Committee: (i) that there are no significant changes in internal control over financial reporting during the year; (ii) that there are no significant changes in accounting policies during the year; and (iii) that there are no instances of significant fraud of which we have become aware.


Ankit MaheshwariChief Financial Officer (CFO)

Sanjay Baweja Chief Executive Officer (CEO)

AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE

We have examined the compliance of conditions of Corporate Governance by Divya Jyoti Industries Limited, for the year ended31st March, 2017 as stipulated in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the said Company with the Stock Exchanges.The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination has been limited to a review of the procedures and implementation thereof adopted by the Company for ensuring compliance with the conditions of the Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on the financial statements of the Company.In our opinion and to the best of our information and according to the explanations given to us, we certify that the company has complied with the mandatory requirements of Corporate Governance as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the above-mentioned Listing Agreement.We state that no investor's grievances are pending for a period exceeding one month against the Company, as per the records maintained by the company.We further state that such compliances are neither an assurance as to the future viability of the Company nor of the efficiencyor effectiveness with which the management has conducted the affairs of the Company.

The Members of Divya Jyoti Industries Limited

Date: August 11, 2017 .Place: Indore

For Dafria & CoChartered Accountants

Firm Registration No. 001448C

CA Rakesh DafriaPartner

Membership No.: 081390


To,The Members of Divya Jyoti Industries Limited

We have audited the accompanying financial statements of Divya Jyoti Industries Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2017, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

The Company's Board of Directors is responsible for the matters stated in section 135(5) of Companies Act 2013,('The Act') with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting principles generally accepted in India , Including the Accounting Standards referred under section 133 of the Act, read with rule 7 of the Companies Act, 2013 (“the Act”). This responsibility also includes the maintenance of adequate accounting records in accordance with the provisions of the Act of safeguarding the assets of the company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policy, making judgments and estimates that re reasonable and prudent; and design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the rules made there under . We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the company's directors,, as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2017;b) In the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; andc) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

1. As required by the Companies (Auditor's Report ) Order, 2016 ('the Order') issued by the Central Government of India in terms of sub- section 11 of Section 143 of the Act, we give in the Annexure A, a statement in the paragraph 3 and 4 of the order.

2. As required by Section 143 (3) of the Act, we report that :a. We have sought and obtained all the information and explanations which to the best of our knowledge and

belief were necessary for the purpose of our auditb. In our opinion proper books of accounts as required by law have been kept by the Company so far as it appears

from our examination of those books.

Report on the Financial Statements

Management's Responsibility for the Financial Statements

Auditor's Responsibility

Opinion

Report on other Legal and Regulatory Requirements

INDEPENDENT AUDITOR'S REPORT


c. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. In our opinion, the aforesaid financial statements comply with the accounting standards specifies under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014.

ste. On the basis of the written representation received from the directors as on 31 March 2017 taken on record by stthe Board of Directors, none of the directors is disqualified as on 31 March 2017 from being appointed as a

director in terms of Section 164(2) of the Act;f. With respect to the adequacy of the internal financial controls over financial reporting of the company and the

operating effectiveness of such controls, refer to our separate report in 'Annexure B' andg. With respect to the other matters to be include in the Auditor's report in accordance with Rule 11 of the

Companies(Audit and Auditors) Rules, 2014,in our opinion and to the best of our information and explanations given to us:

(i) the Company has disclosed the impact of pending litigations on the financial position in its financial statements.(ii) the Company has made provision, as required under the applicable law or Accounting Standards, for material

foreseeable losses, if any, on long term contracts including derivative contracts.(iii)there has been no delay in transferring amounts, required to be transferred, to the Investor Education and

Protection Fund by the Company.(iv) The company has provided the requisite disclosure in its financial statements as to holdings as well as dealings

thSpecified Bank Notes during the period from 8 November, 2016 to 30the December, 2016 and these are in accordance with the books of accounts maintained by the company.

For Dafria & Co.Firm Registration No. 001448C

Chartered Accountants

Rakesh Dafria Partner






Date: May 27, 2017Place: Indore


To,The Members of Divya Jyoti Industries Limited

We have examined the compliance of conditions of Corporate Governance by Divya Jyoti Industries Limited, for the year ended st31 March,2017 as stipulated in as per [SEBI(LODR) Regulation 2015] of the said Company with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination has been limited to a review of the procedures and implementation thereof adopted by the Company for ensuring compliance with the conditions of the Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the company has complied with the mandatory requirements of Corporate Governance as stipulated in the above-mentioned Listing Agreement.

We further state that such compliances are neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE


ANNEXURE “A' TO INDEPENDENT AUDITOR'S REPORT

The annexure referred to in Independent Auditor's Report to the members of the company on the financial ststatements for the year ended on 31 March 2017, we report that:

i. (a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us and on the basis of our examination, the company has regular programme for verification of its fixed assets which is reasonable with regard to the size of the company and nature of its assets and no material discrepancies were noticed on such verification.

(c ) According to the information and explanation given to us and on the basis of our examination the title deeds of immovable properties are held in the name of the company.

ii. According to the information and explanation given to us, the physical verification of inventory has been conducted at reasonable intervals by the management. The procedure of physical verification of inventory followed by the management is reasonable and adequate In relation to the size of the company and nature of its business. The company has maintained proper record of inventories and no material discrepancies were noticed on such verification of inventories as compared to the book records.

iii. The company has not granted loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

iv. The company has not given any loans, investments, guarantees and security under the provisions of section 185 and 186 of the Companies Act, 2013.

v. The company has not accepted any deposits from the public.

vi. According to the information and explanation given to us and verified by us broadly the company has maintained the cost records as prescribed by the central government under sub section 1 of section 148 of the Companies Act ,2013.

vii. (a) According to the information and explanation given to us and on the basis of our examination of records of the company, the company is regular in depositing statutory dues, including provident fund, employees state insurance, Income tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value added tax, cess and any other statutory dues to the appropriate authorities.

viii. (b) According to the information and explanation given to us, following dues of Income Tax, sales tax, service tax, duty of customs or duty of excise or value added tax have not been deposited by the company on account of disputes.

Name of the Statute Nature of dues Amount

(in Lacs)

Period to which the Amount

relatesForum where dispute is pending

M.P. Commercial Tax Act, 1994

M.P. Commercial Tax Act, 1994

M.P. Entry Tax Act, 1976




M.P. Central Tax Act, 1956

Commercial Tax

Commercial Tax

Entry Tax

Entry Tax

Entry Tax

Entry Tax

Central Sales Tax

6.51

2.39

.26

.79

150.41

223.66

57.85

2004-05

2005-06

2005-06

2006-07

2007-08

2008-09

2003-04

Reference Application filed to Appellate Tribunal, Bhopal

Reference Application filed to Appellate Tribunal, Bhopal

Reference Application filed in Jabalpur High Court

Writ Petition filed at Indore High Court



Writ Petition filed at Jabalpur High Court


Name of the Statute Nature of dues Amount

(in Lacs)

Period to which the Amount

relatesForum where dispute is pending


M.P. Value Added Tax, 2002

Central Sales Tax

Value AddedTax

181.46

52.44

2004-05

2006-07

Writ Petition filed at Jabalpur High Court

Appeal filed at Appellate Authority ,Commercial Tax, Indore

Income Tax Act,1961






Income Tax

Central Sales Tax

Central Sales Tax

Central Sales Tax

Central Sales Tax

Central Sales Tax

19.61

39.59

29.17

386.62

99.67

25.48

2010-11

2008-09

2010-11

2011-12

2012-13

2014-15

Appeal filed at Commissioner of Income Tax, Indore

Appeal filed at Appellate Authority, Commercial Tax, Indore





Note: The amount due has been shown as net of amounts paid.

(viii) The company has not defaulted in repayments of loans or borrowings to financial institutions, banks, government. The company has not taken any loans from debenture holders.

(ix) The company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3(ix) of the order is not applicable.

(x) According to the information and explanations given to us, no fraud by the company or on the company by its officers or employees has been noticed or reported during the course of our audit.

(xi) According to the information and explanation given to us and based on our examination of the records of the company, the company has paid/provided for the managerial remuneration in accordance with the approvals mandated by the provisions of section 197 ,read with Schedule V of the Companies Act,2013.

(xii) In our opinion and according to the information and explanation given to us the company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the order is not applicable.

(xiii) According to the information and explanation given to us an based on our examination of the records of the company, the company has not entered any transaction with related parties as applicable under section 177 and 188 of the Companies Act, 2013.

(xiv) According to the information and explanation given to us and based on our examination of the records of the company, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanation given to us and based on our examination of records of the company, the company has not entered into non cash transaction with directors or persons connected with him. Accordingly paragraph 3(xv) of the order is not applicable.

(xvi) The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.






Balance Sheet as at 31st March, 2017

A EQUITY AND LIABILITIES

B ASSETS

1 Shareholders’ Funds(a) Share Capital 02 10,30,00,000 10,30,00,000 (b) Reserves and Surplus 03 10,83,03,546 10,16,56,649

21,13,03,546 20,46,56,649 2 Non-Current Liabilities

(a) Long-Term Borrowings 04 5,95,46,608 4,98,42,294 (b) Deferred Tax Liability (net) 05 2,57,62,079 2,59,91,088 (c) Other Long-Term Liabilities 06 5,55,118 6,12,352

8,58,63,805 7,64,45,734 3 Current Liabilities

(a) Short-Term Borrowings 07 33,26,45,377 31,54,75,724 (b) Trade Payables 08 8,94,94,503 6,16,80,258 (c) Other Current Liabilities 09 3,13,61,981 1,71,50,688 (d) Short-Term Provisions 10 54,50,178 18,54,592

45,89,52,039 39,61,61,262

Total 75,61,19,390 67,72,63,645

1 Non-Current Assets(a) Fixed Assets 11 15,90,41,986 17,14,68,350 (b) Non-Current Investments 12 29,000 29,000 (c) Long-Term Loans and Advances 13 2,80,53,141 2,49,14,377 (d) Trade Receivables 14 51,46,574 66,48,574 (e) Other Non-Current Assets 15 2,64,734 2,64,734

19,25,35,435 20,33,25,035 2 Current Assets

(a) Inventories 16 7,73,41,515 6,04,66,402 (b) Trade Receivables 14 45,37,62,011 36,47,22,928 (c) Cash and Cash Equivalents 17 99,62,794 98,60,882 (d) Short-Term Loans and Advances 18 2,22,37,905 3,85,78,225 (e) Other Current Assets 19 2,79,730 3,10,174

56,35,83,955 47,39,38,610

Total 75,61,19,390 67,72,63,645 Notes on Financial Statements 1-36

Particular Note As at31st March, 2016

As at31st March, 2017

Place : Indore Date : May 27th, 2017

Rakesh DafriaPartnerMembership No.: 081390

In terms of our report even date attachedFor Dafria & Co.Chartered AccountantsFirm Regirtration No. 001448C

For and on behalf of the Board of Directors

Girdhari R. NyatiWhole Time DirectorDIN : 00118079


Gopal NyatiExecutive DirectorDIN : 00784071

Ankit MaheshwariChief Financial Officer


For the year ended 31st March, 2017


Statement of Profit and Loss for the year ended 31st March, 2017

Particular Note

A INCOME

B EXPENDITURE

C PROFIT BEFORE TAX

D TAX EXPENSES

E PROFIT FOR THE YEAR

F EARNINGS PER EUITY SHARE

(a) Revenue from Operations (Gross) 20 1,16,52,11,711 91,56,82,323 Less: Excise duty 20 14,88,080 6,91,045 Revenue from Operations (Net) 1,16,37,23,631 91,49,91,278

(b) Other Income 21 21,38,218 27,50,470 Total 1,16,58,61,849 91,77,41,747

(a) Cost of Materials Consumed 22 93,35,13,333 70,37,00,316 (b) Purchases of Stock-in-Trade 23 7,87,44,699 4,87,76,237 (c) Changes in Inventories of Finished Goods, SIP

& Stock-in-Trade 24 (1,25,19,889) 1,50,25,181 (d) Employee Benefits Expense 25 2,32,05,660 2,34,14,851 (e) Finance Costs 26 4,53,06,922 4,25,51,791 (f) Depreciation and Amortisation Expense 27 1,24,58,519 1,31,44,093 (g) Other Expenses 28 7,52,81,745 6,40,29,458

Total 1,15,59,90,989 91,06,41,926

98,70,860 70,99,821

(a) Current Tax 33,20,458 22,30,365 (b) Short Provision of Tax of earlier year 1,32,514 - (c) MAT Credit Entitlement - 2,60,230

Net Current Tax Expenses 34,52,972 19,70,135 (d) Deferred Tax (Net) (2,29,009) 1,57,898

Total 32,23,963 21,28,033

66,46,897 49,71,788

face value of ` 10/- each : 29Basic and Diluted ( in ` ) 0.65 0.48

Notes on Financial Statements 1-36










Particular For the year ended 31st March, 2016


for the year ended 31 March, 2017Cash Flow Statement

A. Cash Flow from Operating Activities Profit Before Tax

B. Cash Flow From Investing Activities:

C. Cash Flow From Financing Activities:

98,70,860 70,99,821 Adjustments for:(a) Utilised from Reserve 0 0 (b) Depreciation and Amortisation Expense 1,24,58,519 1,31,44,093 (c) Finance Costs 4,53,06,922 4,25,51,791 (d) Interest Income (6,51,034) (6,07,826)(e) Dividend Income (3,750) (3,750)(f) Loss on sale of Fixed Assets 1,05,285 1,10,986

5,72,15,942 5,51,95,294 Operating Profit before Working Capital Changes 6,70,86,802 6,22,95,115 Changes in Working Capital:Adjustments for (increase) / decrease in operating assets:(a) Inventories (1,68,75,113) 2,04,75,495 (b) Trade Receivables (8,75,37,083) (5,64,56,320)(c) Short-term Loans and Advances 1,63,40,320 (39,07,896)(d) Other Current Assets 30,444 (25,189)(e) Other Non-Current Assets 0 99,270 Adjustments for increase / (decrease) in operating liabilities:(a) Trade Payables 2,78,14,245 (87,08,402)(b) Other Current Liabilities 1,42,11,293 (30,42,640)(c) Short-Term Provisions 35,95,586 5,19,676

(4,24,20,309) (5,10,46,006)Cash Generated from Operations 2,46,66,493 1,12,49,109 (a) Net Tax paid (34,52,972) (19,70,135)Net Cash Flow from / (used in) Operating Activities (A) 2,12,13,521 92,78,974

(a) Purchase of Fixed Assets (2,95,371) (1,40,480)(b) Proceeds from Sale of Fixed Assets 1,57,931 3,94,400 (c) Long-term Loans and Advances (31,38,764) (1,40,71,792)(d) Interest Income 6,51,034 6,07,826 (e) Dividend Income 3,750 3,750 Net Cash Flow from / (used in) Investing Activities (B) (26,21,420) (1,32,06,296)

(a) Proceeds from Long-Term Borrowings 97,04,314 4,20,328 (b) Repayment of Long-Term Liabilities (57,234) 10,46,618 (c) Net increase / (decrease) in Working Capital Borrowings 1,71,69,653 4,83,19,297 (d) Finance Costs (4,53,06,922) (4,25,51,791)Net Cash Flow from / (used in) Financing Activities (C) (1,84,90,189) 72,34,452 (a) Net Increase in Cash and Cash Equivalents 1,01,912 33,07,130 (b) Cash and Cash Equivalents at beginning of the year 98,60,882 65,53,752 (c) Cash and Cash Equivalents at the end of the year 99,62,794 98,60,882










(Amt. in `)

Note : The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in Accounting Standard- 3 on "Cash Flow Statement"

Notes on Financial Statements for the year ended 31 March 2017


A. General Corporate InformationDivya Jyoti Industries Limited (the Company) is a Public Limited Company incorporated under the provisions of Company Act, 1956. Its shares are listed on Bombay Stock Exchange (BSE) in India. The company is engaged in Solvent Extraction & Refinery of Soya Oil.

1B. Significant Accounting Policiesa. Basis of Preparation of Financial Statements

The financial statements have been prepared in accordance with generally accepted accounting principles in India under the historical cost convention, applicable Accounting Standards specified under section 133 of The Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rule, 2014.The Accounting Policies have been consistently applied by the company.

b. Use of EstimatesThe preparation of financial statements is in conformity with the generally accepted accounting principles (GAAP) which requires estimates and assumptions to be made that affect the reportable amount of assets and liabilities on the date of financial statements and the reportable amount of revenue and expenses during the reporting period. Difference between the actual results and estimates are recognized in the year in which the results are known / materialized.

c. Revenue RecognitionSale of GoodsRevenue from sale of goods is recognized when substantial risks and rewards of ownership in the goods are transferred to the buyer as per the terms of the contract.Sales are recognized at the time of dispatch of goods from factory and are recorded including excise duty but exclusive of sales tax and trade discount wherever applicable.Other IncomeDividend: Dividend Income is recognized when the right to receive dividend is established.Interest: Interest Income is recognized on time proportion basis taking into account the amount outstanding and rate applicable.

d. Excise DutyExcise Duty is accounted on the basis of both, payments made in respect of goods cleared and also provision made for goods lying at factory. Sales Tax/Value added Tax paid is charged to Statement of Profit and loss.

e. InvestmentsInvestments are classified into current and noncurrent investments. Current Investments are stated at cost or fair market value whichever is lower computed category wise. Noncurrent Investments, if any are stated at cost. A provision for dimunition, if any is made to recognize a decline, other than temporary, and is reduced from the carrying amount.

f. InventoriesInventories are stated at lower of cost or Net realizable value. Cost is determined using FIFO method. The cost of finished goods and Stock in Process comprises Raw material, Direct Material, Direct Labour, other direct costs and related production overhead upto the relevant stage of completion. By products and waste are valued at Net Realizable Value.Net Realizable value is the estimated selling price in the ordinary course of business, less the estimated costs necessary to make the sale.

g. Borrowing CostsBorrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that takes substantial period of time to get ready for intended use. All other borrowing costs are charged to revenue in the period in which they are incurred.

h. Tangible Fixed Assets1 Tangible Fixed Assets are carried at cost less accumulated depreciation and impairment losses, if any. The cost of fixed

assets comprises its purchase price net of any trade discounts and rebates, any import duties and other taxes (other than those subsequently recoverable from the tax authorities), any directly attributable expenditure on making the asset ready for its intended use, other incidental expenses and interest on borrowings attributable to acquisition of qualifying assets up to the date the fixed asset is ready for its intended use. The fixed assets are stated at historical costs and subsequent expenditure related to an item of tangible fixed asset are added to its book value only if they increase the future economic benefits from the existing asset beyond its previously assessed standard of performance.

2 Tangible Assets not ready for intended use as on the date of Balance Sheet are disclosed as “Capital Work in Progress.”



3 Losses and/or Gains arising from disposal of tangible assets, which are carried at cost, are recognized in the Statement of Profit and Loss.

I . Intangible Fixed AssetsIntangible assets, if any are stated at cost of acquisition less accumulated amortization, if any and impairment losses, if any.

j. Depreciation.Depreciation is provided based on the useful lives assigned to each asset in accordance with Schedule II of the Companies Act, 2013, with the exception of assets depreciated, based on technical evaluation.Depreciation on assets added/ disposed off during the year has been provided on prorata basis.

k. TaxationTaxes on Income are accounted in accordance with AS – 22 “Taxes on Income”. Taxes on Income comprise both current tax and deferred tax.Provision for current tax is made after taking into consideration benefits admissible under the provision of the Income Tax Act, 1961, Advance tax and provision for current income tax are presented in the balance sheet after off-setting advance tax paid and income tax provision. Tax expenses for the period comprising of Current Tax and Deferred TaxDeferred tax is the tax effect of timing difference representing the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent period(s).This is measured using substantively enacted tax rate and tax regulations as of the Balance Sheet Date.Minimum Alternate Tax (MAT) is recognized as an asset in the balance sheet when it is probable that the future economic benefit associated with it flow to the group and the asset can be measured reliably.MAT Credit entitlement if any, is utilized as per the provisions of Income Tax Act, 1961.

l. Foreign Currency TransactionsTransactions denominated in foreign currencies are recorded at the exchange rate prevailing on the date of the transactions or that approximate the actual rate at the date of transaction. Any Income or expenses on account of exchange difference on settlement is recognized in the profit and loss account, if it is related to revenue account and if related to fixed assets and liabilities, the same is adjusted to the acquisition cost of such assets and depreciated over its remaining useful life.

m. Employee BenefitsDefined Contribution Plan: Company's contributions paid /payable during the year to provident fund, employee state insurance scheme are recognized during the period in which the employee renders the related services.Defined Benefit plan: Liability in respect of Employees' Group Gratuity Fund Scheme are funded by life Insurance Corporation of India.

n. Impairment of AssetsAssessment of Impairment is done at each Balance Sheet date. Wherever events or changes in circumstances indicate the carrying cost of assets exceeds its recoverable value, an impairment loss is charged to Profit and Loss Account in the year in which an asset is identified as impaired.

o. Provisions, Contingent Liabilities and Contingent AssetsProvisions: Provisions involving degree of estimation in measurement are recognized when there is a present obligation as a result of past results and it is probable that there will be an outflow of resources.Contingent liabilities: Contingent liabilities are disclosed, unless the possibility of an outflow of resource embodying the economic benefit is remote.Contingent Assets: Contingent assets are neither recognized nor disclosed in the financial statements.Provisions, contingent liabilities and contingent assets are reviewed at each balance sheet date.

p. Cash and Cash EquivalentsCash and Cash Equivalents for the purpose of Cash Flow Statements comprises cash at bank and cash in hand and balances in deposit accounts with banks having original maturities of 12 months or less.

q. Earnings per shareThe company reports the basic and diluted earnings per share in accordance with Accounting Standard 20-“Earning per share”. Basic Earning per equity share is computed by dividing the net profit after taxation by weighted average number of equity shares outstanding during the year, adjusted for events such as bonus shares and any other conversion of equity share.The Company does not have any diluted equity share, hence basic and diluted earnings per share are same.


As at 31st March, 2016



Note-2 Share Capital (a) Authorised Share Capital:

1,05,00,000 Equity shares of `10 each 10,50,00,000 10,50,00,000Total 10,50,00,000 10,50,00,000

(b) Issued, subscribed and fully paid up:1,03,00,000 Equity shares of `10 each 10,30,00,000 10,30,00,000

Total 10,30,00,000 10,30,00,000

2.1 The Company has only one class of shares refered to as equity Share having a face value of `10. Each Holder of Equity Share is entited to one vote per share.

2.2 Following shareholders are holding more than 5% of Share Capital :-Shareholder'S Name No. of Shares No. of Shares Mr. Rajendra Kumar Nyati (7.31%) - 7,53,045 Mr. Dinesh Chandra Nyati (5.60%) - 5,77,462

Total - 13,30,507

2.3 Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:Particulars No. of shares No. of sharesEquity Shares at the beginning of the year 1,03,00,000 1,03,00,000Equity Shares at the end of the year 1,03,00,000 1,03,00,000

Note-3 Reserves and Surplus (a) Capital Reserve 29,65,000 29,65,000(b) Securities Premium Reserve 11,86,000 11,86,000(c) Surplus in Statement of Profit and Loss

Opening Balance 9,75,05,649 9,25,33,861Add: Profit for the year 66,46,897 49,71,788Closing Balance 10,41,52,546 9,75,05,649

Total 10,83,03,546 10,16,56,649Note-4 Long-Term Borrowings

(a) Secured:Vehicle Loans from Bank 4,99,163 7,41,141

4,99,163 7,41,141(b) Unsecured:

Inter Corporate Deposits 5,90,47,445 4,91,01,1535,90,47,445 4,91,01,153

Total 5,95,46,608 4,98,42,2944.1 Details of Long Term Borrowings:

(a) Vehicle Loans from Bank: (Secured)Saraswat Co-operative Bank Ltd. 4,99,163 7,41,141

4,99,163 7,41,141(b) Deposits: (Unsecured)

Inter-Corporate Deposits 5,90,47,445 4,91,01,153 5,90,47,445 4,91,01,153

Total 5,95,46,608 4,98,42,294

Particular


4.2 Inter Corporate Deposits was taken from the financial year 2010-2011.4.3 Vehicle Loan from Saraswat Co-Op Bank Ltd is taken during the financial year 2013-14. The Loans are repayable

in 60 monthly installments. The loan is secured by hypothecation charge on Vehicle. Further, loan has been guarateed by the personal guarantee of Mr. Girdhari Nyati, Whole Time Director and Mr. Gopal Nyati, Executive Director.

Note-5 Deferred Tax Liabilities (Net)Opening Deferred Tax Liability 2,59,91,088 2,58,33,190Add: Deferred Tax Liability provided during the year 0 1,57,898Less: Deferred Tax Assets provided during the year 2,29,009 0

Total 2,57,62,079 2,59,91,088Note-6 Other Long-Term Liabilities

(a) Gratuity Payables 5,55,118 6,12,352Total 5,55,118 6,12,352

Note-7 Short-Term Borrowings (Secured)Working Capital Loans From Banks 33,26,45,377 31,54,75,724

Total 33,26,45,377 31,54,75,7247.1 Details of Working Capital Loans from Banks

(a) Cash Credit:Dena Bank 9,01,08,555 9,22,29,910Oriental Bank of Commerce 8,83,17,507 8,61,42,578Saraswat Co-operative Bank Ltd. 8,92,25,604 8,80,06,201

(b) Letter of Credit Limit:Dena Bank 6,49,93,711 2,51,49,130Oriental Bank of Commerce 0 2,39,47,905

Total - from Banks 33,26,45,377 31,54,75,7247.2 Cash Credit & Export Packing Credit loans are secured by hypothecation of present and future stock of raw

material, stock in process, finished goods, stores and spares, book debts and materials in transit on pari passu basis. Cash Credit & Export Packing Credit loans are repayable on demand. Further, loan has been guarateed by the personal guarantee of Mr. Rangnath Nyati, Chairman, Mr. Girdhari Nyati, Whole Time Director and Mr. Gopal Nyati, Executive Director.

Note-8 Trade Payables Creditors for Supplies 8,94,94,503 6,16,80,258 Total 8,94,94,503 6,16,80,258

Note-9 Other Current Liabilities (a) Creditors for Capital Expenditure 5,60,976 5,69,751(b) Advances from customers 13,59,480 5,29,749(c) Other Payables (i) Statutory Dues 53,61,159 37,85,863 (ii) Other Payable 2,40,80,366 1,22,65,325 Total 3,13,61,981 1,71,50,688

Note-10 Short-Term Provisions(a) Provision for Bonus 8,40,096 8,70,171(b) Others

(i) Provision for Tax (net of advance tax `5,00,000 (As at 31 March, 2016 ` 11,00,000) 28,20,458 8,70,135

(ii) Other Provision 17,89,624 1,14,286 Total 54,50,178 18,54,592




Particular

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Annual Report-2016-17

Particular

Note-12 Non-Current InvestmentsInvestments in Shares - Unquoted(a)2,500 (As at 31 March, 2016: 2,500) shares of Rs. 10 each

fully paid up in Saraswat Co-op Bank Ltd. 25,000 25,000(b)300 (As at 31 March, 2016: 300) shares of Rs. 10 each

fully paid up in Shree Co-Op Bank Ltd. 3,000 3,000(c)100 (As at 31 March, 2016: 100) shares of Rs. 10 each

fully paid up in National Board of Trade 1,000 1,000 Total 29,000 29,000

Aggregate value of listed but not quoted investments 0 0 Aggregate amount of unquoted investments 29,000 29,000

Note-13 Long-Term Loans and Advances (Unsecured and Considered Good)(a) Security Deposits 40,85,303 48,38,034(b) Advance tax (Including Refunds Receivable) 2,39,67,838 2,00,76,343 Total 2,80,53,141 2,49,14,377

Note-14 Trade Receivables (Unsecured and Considered Good)(a) Over six months 51,46,574 66,48,574(b) Others 45,37,62,011 36,47,22,928 Total 45,89,08,585 37,13,71,502

Note-15 Other Non-Current Assets (Unsecured and Considered Good)Bank FDRs (Maturity for more than 12 months) 2,64,734 2,64,734 Total 2,64,734 2,64,734

Note-16 Inventories(a)Raw Materials

Soya Seed 9,99,790 2,11,734Soya Crude Degummed Oil 44,65,338 34,09,923Hexane 31,24,983 33,04,907Coal 33,81,332 4,71,014Diesel 11,54,341 9,36,380Gunny Bags 2,16,041 5,33,477PP Bags 3,31,315 3,52,982

1,36,73,140 92,20,417(b)Stock-in-Progress

Soya Solvent Oil 80,280 33,07,81780,280 33,07,817

(c)Finished Goods (other than those acquired for trading)Soya Solvent Oil 2,39,13,053 25,48,252Soya DOC 703,395 45,87,630Soya Refined Oil 2,69,21,454 2,91,58,562Acid Oil 13,82,896 1,46,921Lecithin 24,68,818 14,74,741Fatty Acid 2,95,203 3,96,201Fly-Ash 9,132 9,716

5,56,93,951 3,83,22,024

47




(d) Stock-in-Trade (acquired for trading) Soya DOC 2,92,285 19,16,785

2,92,285 19,16,785

(e) Stores and Spares 76,01,859 76,99,35976,01,859 76,99,359

Total 7,73,41,515 6,04,66,402

Note-17 Cash and Cash Equivalents (a) Cash on hand 31,39,613 34,33,777(b) Balances with Banks (i) In current accounts 1,06,672 1,16,280 (ii) In deposit accounts

1. Maturity for more than 12 months 2,64,734 2,64,734 2. Maturity for more than 3 months but less than 12 months 19,41,231 16,38,369 3. Margin Money Deposit 47,75,278 46,72,456

Total 1,02,27,528 10,125,616Less : Amount Disclosed under Non Current Assets (2,64,734) (2,64,734)

Total 99,62,794 98,60,88217.1 Margin Money Deposits given as under:

Margin Money Deposits with a carrying amount of Rs. 47,75,278/- (31 March 2016 : Rs.4672456/-) are subject to first charge to secure the company's LC Limit.

Note-18 Short-Term Loans and Advances (Unsecured and Considered Good)(a) Loans and Advances to Employees 7,14,651 6,82,923(b) Prepaid Expenses 12,70,027 9,83,342(c) Balances with Government Authorities 14,48,518 14,82,900(d) Advances to Suppliers 1,03,80,235 2,75,49,642(e) Others 84,24,474 78,79,418 Total 2,22,37,905 3,85,78,225

Note-19 Other Current Assets(a) Interest accrued on deposits 1,32,730 1,49,232(b)Insurance Claims Receivables 1,47,000 1,60,942 Total 2,79,730 3,10,174

Note-20 Revenue from Operations(a)Sale of Products 1,15,92,67,255 91,51,63,073(b)Other Operating Revenues 59,44,456 5,19,250 1,16,52,11,711 91,56,82,323(c)Less: Excise duty 14,88,080 6,91,045

Total 1,16,37,23,631 91,49,91,278


Particular

Balances with Government Authorities includes MAT Credit Entitlement, TED ED Benefit, Duty Credit, Duty Drawback Receivable, VAT Credit, Service Tax Credit and TDS.

48




20.1 Particulars of Sale of Products (a)Manufactured Goods

Soya DOC 33,75,48,125 38,93,92,085Soya Refined Oil 70,95,40,431 45,45,51,283Acid Oil 47,36,673 49,39,113Lecithin 1,38,32,491 0Fatty Acid 40,63,461 12,56,258Soya Oil Sludge 7,64,228 12,985

1,07,04,85,409 85,01,51,724 (b)Direct Export

Lecithin 44,52,668 2,11,33,865 44,52,668 2,11,33,865

(c)Traded GoodsSoya DOC 8,43,29,178 4,38,77,484

8,43,29,178 4,38,77,484Total 1,15,92,67,255 91,51,63,073

20.2 Particulars of Other Operating Revenues (a)Sale of Scraps 19,32,680 2,03,879 (b)Job Work Charges 32,65,084 0 (c)Duty drawback and other Export Incentives 7,46,692 3,15,371

Total 59,44,456 5,19,250

Note-21 Other Income(a)Interest Income 6,51,034 6,07,826(b)Dividend Income 3,750 3,750(c)Gain on foreign currency transactions 0 6,388(d)Other Non-Operating Income 14,83,434 21,32,505

Total 21,38,218 27,50,470

21.1 Particulars of Interest Income(a)Interest from Bank Deposits 4,65,002 3,58,218(b)Interest from Others 1,86,032 2,49,608

Total 6,51,034 6,07,826

21.2 Particulars of Other Non Operating Income(a)Profit on sale of Fixed Assets 0 189(b)Sundry Balance written off 0 8,036(c)Insurance Claims Recevied 0 38,816(d)Miscellaneous Income 14,83,434 2,08,5464

Total 14,83,434 2,13,2505

Note-22 Cost of Materials Consumed (a)Opening Stock 36,21,657 61,54,945(b)Add: Purchases 93,53,56,804 70,11,67,028

93,89,78,461 70,73,21,973(c)Less: Closing Stock 54,65,128 36,21,657

Cost of Material Consumed 93,35,13,333 70,37,00,316

Material Consumed comprises:(a)Soya Been Seed 30,77,14,686 36,25,84,702(b)Soya Solvent Oil 30,76,71,830 15,28,24,432(C)Soya Degum Oil 31,81,26,817 18,82,91,182

Total 93,35,13,333 70,37,00,316


Particular


Particular

49




Note-23 Purchase of Traded Goods Soya DOC 7,87,44,699 4,87,76,237

Total 7,87,44,699 4,87,76,237

Note-24 Changes in Inventories of Finished Goods, Stock-in-Progress and Stock-in-Trade (a)Inventories at the end of the year:

Finished Goods 5,56,93,951 3,83,22,024Stock-in-Progress 80,280 33,07,817Stock-in-Trade 2,92,285 19,16,785

Total 5,60,66,516 4,35,46,626

(b)Inventories at the beginning of the year:Finished Goods 3,83,22,024 5,19,51,614Stock-in-Progress 3,307,817 40,09,914Stock-in-Trade 1,916,785 26,10,279

Total 4,35,46,626 5,85,71,807

Net (Increase) / Decrease (1,25,19,889) 1,50,25,181

Note-25 Employee Benefits Expense(a)Salaries and Wages 2,08,75,485 2,02,39,994(b)Contributions to Provident and ESIC Funds 19,38,374 17,79,471(c)Gratuity Expenses (57,234) 9,20,328(d)Staff Welfare Expenses 4,49,035 4,75,058

Total 2,32,05,660 2,34,14,851

25.1 As per Accounting Standard 15 "Employee Benefits", the disclosures as defined in the accounting standard are given below:

(a)Defined Contributions PlansContribution to Defined Plans, recoznised as expense for the year is underEmployer's Contribution to Provident Fund 13,76,258 12,65,638Employer's Contribution to Employees State Insurance Corporation 5,62,116 5,13,833

Total 19,38,374 17,79,471

(b)Defined Benefit PlanThe employees gratuity fund scheme managed by a Trust (life Insurance Corporation of India) is a defined benefit plan.

1 Reconciliation of Opening and Closing Balance of Defined Benefit ObligationDefined Benefit Obligation at beginning of the year 32,15,094 31,26,569Current Service Cost 4,06,843 4,36,257Interest Cost 2,43,044 2,35,962Acturial Gain / (Loss) 90,997 (1,58,734)Benefits Paid (81,461) (4,24,960)Defined Benefit Obligation at the end of the year 38,74,517 32,15,094

2 Reconciliation of Opening and Closing Balances ofFair Value of Plan AssetsFair Value of Plan Assets at beginning of the year 30,21,036 27,57,495Expected Return on Plan Assets 2,02,774 2,29,024Employers' Contribution 0 4,59,477Benefits Paid (81,461) (4,24,960)Acturial Gain / (Loss) 90,997 (1,58,734)Fair Value of Plan Assets at the end of the year 31,42,349 30,21,036


Particular

50




3 Reconciliation of Fair Value of Assets and ObligationFair Value of Plan Assets 31,42,349 30,21,036Present value of Obligation 36,97,467 30,38,044Amount Recognised in Balance Sheet (5,55,118) (17,008)

4 Expenses Recognised During the YearCurrent Service Cost 4,06,843 4,36,257Interest Cost 2,43,044 2,35,962Expected Return on Plan Assets (2,02,774) (2,29,025)Acturial (Gain) / Loss 90,997 (1,58,734)Net Cost 5,38,110 2,84,460

5 Actuarial AssumptionsParticulars % %Discount Rate (per annum) 8 8Expected rate of return on plan assets 9 9Rate of escalation in salary (per annum) 7 7

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market.

The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method.

Note-26 Finance Costs(a)Interest Expense on

(i) Borrowings 4,17,00,023 3,95,34,295(ii) Others 3,99,161 11,341

(b) Other borrowing costs 32,07,738 30,06,155Total 4,53,06,922 4,25,51,791

Note-27 DepreciationDepreciation and Amortisation for the year 1,24,58,519 1,31,44,093

Total 1,24,58,519 1,31,44,093

Note-28 Other Expenses (a)Manufacturing Expenses:

Consumption of Packing Materials 24,48,958 26,29,164Consumption of Haxene 26,65,210 31,00,613Refinery Operating Expenses 1,14,91,900 70,16,711Laboratory Expenses 35,497 35,705Increase / (Decrease) of excise duty on inventory 4,44,432 (7220)Power, Fuel and Electrical Expenses 3,59,54,712 3,11,85,386Water Charges 21,94,076 9,95,709Freight Inward 61,797 35,06,866Rent including Lease Rent 1,22,951 46,260Repairs and Maintenance - Buildings 5,66,401 1,600Repairs and Maintenance - Plant & Machinery 33,80,788 32,48,903Brokerage Inward 9,24,834 7,21,899Insurance 4,19,941 10,74,785Security Expenses 11,30,169 7,67,366Licenses Fees Expenses 3,91,214 8,35,319Rates and Taxes 3,15,187 2,77,838

6,25,48,067 5,54,36,904


51



(b)Office & Administration Expenses:Communication Expenses 7,66,439 7,42,239Travelling and Conveyance 9,01,991 11,32,512Repairs and Maintenance - Others 1,93,790 2,41,203Printing and Stationery 3,31,201 2,99,166Donations and contributions 86,900 46,000Rent 7,70,100 764,400Legal and Professional Charges 9,37,333 9,86,701Payments to Auditors 1,09,250 1,08,775Electrical Expenses (HO) 2,43,704 2,29,893Loss on Fixed Assets Sold 1,05,285 1,10,986Prior Period Items (net) 11,381 51,866Other Expenses 1,95,490 2,60,612News Paper & Periodical 7,854 9,448Listing Fees 2,29,000 2,24,720Loss on foreign currency transactions 72,200 0Sundry Balance written off 1,03,884 0Membership Fees 3,44,702 3,51,539

54,10,504 55,60,060 (c)Selling and Distribution Expenses:

Business Promotion 92,907 1,68,432Discount on Export License 15,792 75,285Advertisement and Publicity 79,319 1,19,422Clearing & Forwarding 6,31,168 9,58,124Freight Outward 45,86,362 9,04,896Brokerage Outward 5,52,173 3,91,758Testing & Analysis fees 1,06,056 45,074VAT and Service Tax 12,59,397 3,69,504

73,23,174 30,32,495Total 7,52,81,745 6,40,29,458

28.1 Payment to Auditors(a)Statutory Audit Fees 55,000 55,000(b)Tax Audit Fees 10,000 10,000(c)Limited Review 30,000 30,000(d)Reimbursement of expenses 14,250 13,775

Total 1,09,250 1,08,77528.2 Prior Period Item

(a)Interest on TDS on Last Year 0 0(b)Other Interest related to Last Year 0 0(c)Other Expenses related to Last Year 11,381 51,866

Total 11,381 51,866

Note-29 Earning Per Share (EPS) (a)Net Profit After Tax (`) 66,46,897 49,71,789(b)Weighted Average Number of Equity Share used as denomination 1,03,00,000 1,03,00,000(c)Basic and Diluted Earning Per Share ( ` ) 0.65 0.48 (d)Face Value Per Equity Share (`) 10 10

Particular



52



Note-30 Commitments & Contingent Liabilities:(a)Bank Guarantee issued by Banks on behalf of the company 8,00,000 8,00,000(b)Disputed tax demand pending on appeal (Net of pre-deposit )

(i) Central Sales Tax 8,19,88,429 8,30,31,929(ii) Commercial Tax 8,89,854 8,89,854(iii) Entry Tax 3,75,11,604 3,75,11,604(xi) VAT 52,44,482 52,44,482(xii) Income Tax 0 19,60,763

Note-31 Earning In Foreign CurrencyFOB Value of Exports 43,44,914 2,09,37,481

Note-32 Details of SBNs (Specified Bank Notes)

Other Particulars SBNs (Specified Bank Notes) Denomination Total

NotesClosing Cash in hand as on 08.11.2016 - 6,61,318 6,61,318(+) Permitted Receipts - 12,28,092 12,28,092(-) Permitted Payments - 16,71,101 16,71,101(-) Amount deposited in Banks - - -Closing Cash in hand as on 30.12.2016 - 2,18,309 2,18,309

Note-33 Related Party Disclosures(a) List of Related Party

Mr. Girdhari Nyati : DirectorMr. Gopal Nyati : DirectorMr. Aniruddha Nyati : Chief Operating Officer

(b)Related Party Transactions - RemunerationMr. Girdhari Nyati 2,40,000 3,60,000Mr. Gopal Nyati 8,40,000 8,40,000Mr. Aniruddha Nyati 6,00,000 6,00,000

Note-34 The Company is operating only in one segment, hence no segment wise disclosure as per accounting standard-17 is provided.

Note-35 Suppliers who are covered under MSMED Act. 2006 have been identified to the extent of information available with the company. The principal Balance due to Micro and Small Enterprises as at 31st March 2017 is Rs. Nil (31st March 2016 is Rs. Nil). Further no interest has been paid or is payable under the Act.

Note-36 Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure.

Particular











Registered Folio No. / DP ID No. / Client ID No. : Name and Address of the Shareholder : Name(s) of the Joint Holder(s) if any : No. of shares held : Full name of Proxy (IN BLOCK LETTERS) : I hereby record my presence at the TWENTY FIFTH ANNUAL GENERAL MEETING of the Company held on Wednesday the

TH27 September, 2017 at 11:30 AM. at Registered Office of the company at M-19-39, Sector III, Industrial Area, Pithampur-454775 District Dhar (M.P.)

Signed this……...........................day of………....................2017

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 25th Annual General Meeting of the Company, to be held on Wednesday the 27th September, 2017 at 11.30 AM. at Registered Office of the company at M-19-39, Sector III, Industrial Area, Pithampur-454775 District Dhar (M.P.) and at any adjournment thereof in respect of resolutions as are indicated below:

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014] Name of the company: Divya Jyoti Industries LimitedCIN: L15143MP1992PLC007090Registered office: M-19-39, Sector-III, Industrial Area Pithampur, Distt. Dhar (M.P.) – 454775.

Resolution Subject matter of the Resolution

5

Ordinary Business1 Adoption of Audited Financial Statements for the financial year 2016-17.

2 Re-appointment of Mrs. Babita Nyati ( DIN: 06904655) as Director.

3 Appointment of M/s. Anubhav Pradhan & Co. as Statutory Auditors for the Financial Year 2017-18.

Special Business4 Ratification of remuneration of cost auditor M/s G.K. Gupta & Co., Cost Accountants for

the Financial Year 2017-18.Appointment of Mr. Suresh Kumar Varma (DIN: 07651488) as Independent Director.

Corporate Office:

Website:

201-204 B.M. Tower, Opposite Lotus Showroom, Sapna Sangeeta Road, Indore - 452001 (M.P.) Phone : 0731-4010900-1 Fax : 0731-4010902

www.divyajyoti.net

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