To, The Members,
DHYAANI TRADEVENTTURES LIMITED,
(Formerly Known as Dhyaani Tile and Marblez Limited) Ahmedabad
Your Directors have pleasure in presenting the 11th Annual Report of the
Company with the audited statements of accounts for the year ended 31st March,
2025.
1. FINANCIAL RESULTS:
|
|
( . In Lakhs) |
Particulars |
For the Year |
For the Year |
|
2024-25 |
2023-24 |
Revenue from Operations |
1228.12 |
2966.86 |
Net Profit/Loss before Depreciation & amortization |
48.38 |
136.67 |
Less: Depreciation |
2.31 |
1.78 |
Less: Finance Cost |
32.57 |
18.14 |
Net Profit/Loss before Exceptional items & Tax |
13.50 |
116.75 |
Exceptional items |
(21.97) |
15.54 |
Net Profit /(Loss) Before Extra-Ordinary Item & Tax |
35.47 |
101.21 |
Current Tax |
9.22 |
32.56 |
Excess / (Short) provision of Income Tax |
1.44 |
- |
Net Profit/(Loss) for the year |
24.81 |
68.64 |
2. REVIEW OF OPERATIONS:
During the year company was engaged in dealing with kinds of agri-commodities. During
the year, your Company had a turnover of Rs. 1228.12 lakhs as compared to the total
turnover of Rs. 2966.86/- lakhs recorded for the previous year and net profit for the
current year is 24.81/- lakhs as compared to the net profit of Rs. 68.64/- lakhs recorded
for the previous year.
3. DIVIDEND:
Your Director feel it is prudent to plough back the profit in the interest of the
growth of the company. Keeping in view the requirement of the funds in future, your
Directors have not recommended any dividend for the year ended 31st March,
2025.
4. CHANGE IN NATURE OF BUSINESS:
During the year under Review, the Company has altered its Memorandum of Association by
inserting an Object Clause i.e.“To carry on the business of construction as
Contractors, Builders, Town planners, Infrastructure developers, Real estate developers
and Engineers land developers, estate agents, immovable property dealers and to acquire,
buy, purchase, hire or otherwise lands, buildings, civil works immovable property of any
tenure or any interest in the same and to erect and construct, houses, flats, bungalows,
kothis or civil work of every type on the land of the Company or any other land or
immovable property whether belonging to the Company or not and to pull down, rebuild,
enlarge alter and other conveniences and to deal with and improve, property of the Company
or any other Immovable property in India or abroad” at the shareholders meeting held
on 19th July, 2024.
5. CHANGE IN REGISTERED OFFICE:
There is no change in the registered office during the year. However, After end of the
financial year 2024-25 before the date of this report, i.e. The company has shifted its
registered office from:420 Time Square Arcade Opp Rambaug Nr Rajiv Plaza Thaltej-Shilaj
Road, Thaltej, Ahmedabad, Gujarat-380059, India to Block-D, 101, Prahladnagar Trade
Center, B/H Titanium City Center, Radio Mirchi Road, Prahladnagar, Ahmedabad,
Gujarat-380015 at the board meeting held on 27th June, 2025
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
There is no dividend declared in the previous year and hence no amount required to
transfer to Investor Education and Protection Fund.
7. DEPOSITS:
The Company neither has accepted not invited any deposit from the public, within the
meaning of section 73 of the Companies Act, 2013 and the Rules made thereunder. However,
the Company borrowed funds from a third party, which qualifies as a deposit under
applicable regulations. However, the Company did not comply with the relevant provisions
governing such deposits.
8. SHARE CAPITAL:
THE AUTHORIZED SHARE CAPITAL: As on March 31, 2025, the Authorized, Issued, Subscribed
and Paid-Up share capital of the Company was as follows:
Share Capital |
No. of Equity Shares |
Face Value (In ) |
Total Capital (In ) |
Authorized Capital |
1,80,00,000 (One Crore Eighty Lacs) |
10/- |
Rs. 18,00,00,000/- (Eighteen Crore Only) |
Issued/Subscribed and Paid up Capital |
1,70,24,000 (One Crore Seventy Lacs Twenty- Four Thousand) |
10/- |
Rs. 17,02,40,000/- (Seventeen Crore Two Lac Forty Thousand Only) |
During the year the Authorised Share Capital of the Company has been increased from Rs.
500,00,000/-(Rupees Five Crore) divided into 50,00,000 (Fifty Lakh) Equity share of
Rs.10/- (Ten) each to Rs. 18,00,00,000/-(Rupees Eighteen Crore) divided into 1,80,00,000
(One Crore Eighty Lacs) Equity share of Rs.10/- (Ten) each.
ISSUED, SUBSCRIBED & PAID-UP CAPITAL:
During the year, the paid-up has increased in the manner set forth below:
Particulars |
Date of Allotment |
No of Equity Shares |
Face Value |
Issue Price |
Consideration |
Right Issue |
25/09/2024 |
1,27,68,000 |
10 |
23 |
Cash Consideration of Rs. 29,36,64,000 (Twenty Nine Crores Thirty Six
Lacs Sixty Four Thousand Only) |
During the year, the company has allotted 1,27,68,000 Equity shares on right basis on
September 25, 2024, the Trading Approval of which has been received on October 03, 2024.
Therefore, as on March 31, 2025 the Paid-up Equity Shares of the Company was Rs.
17,02,40,000 (Seventeen Crore Two Lac Forty Thousand) divided into 1,70,24,000 (One Crore
Seventy Lacs Twenty-Four Thousand) Equity Shares of Rs.10/- (Ten) each. Further, the Board
of Directors in its meeting held on 28th February, 2024 approved the offer and
issuance of fully paid-up equity shares of the Company, by way of a rights issue (the
“Rights Issue”). During the Financial Year, The Company has passed special
resolution for creation, offering, issuing and allotting, from time to time, on a
preferential basis and private placement basis, up to 65,57,377 8% unsecured, unrated,
listed Optionally Convertible Debenture (OCDs) in one or more tranches at an issue price
of Rs. 30.50/- per OCD payable in cash, aggregating up to 20,00,00,000/- (Rupees Twenty
Crore) each convertible in the ratio of 1:1 into fully paid-up equity shares of the
Company of face value of Rs. 10/- each at a conversion price of Rs. 30.50/-at the
Extra-ordinary General Meeting held on 18th
April, 2024 However, During the offer period, the company has not received any
subscription from prospective Allottees and therefore, the company has not allotted any
Optionally convertible debentures. During the Financial Year, The Company has passed
special resolution for creation, offering, issuing and allotting, from time to time, on a
preferential basis and private placement basis, 8% unsecured, unrated, listed optionally
convertible Debenture (OCDs) of Rs. 30.50/- per OCD (including the OCD Issue Price/the
conversion price”) (“OCD”) aggregating to up to Rs. 20,00,00,000/- (Rupees
Twenty Crore only) convertible in the ratio of 1:1 into equity shares to Quantum Quasar
Capital at the Extra-ordinary General Meeting held on 19th July, 2024 However,
During the offer period, the company has not received any subscription from prospective
Allottees and therefore, the company has not allotted any Optionally convertible
debentures.
9. UTILIZATION OF FUNDS RAISED THROUGH ISSUE OF EQUITY SHARES ON RIGHT BASIS
During the year under review, the company has successfully raised capital through Right
Issue of Equity shares. the Company raised an amount of Rs. 2936.64 Lacs through a Rights
Issue of Equity Shares, with a premium of Rs. 13/- of face value Rs. 10/-per equity share.
These funds have also been fully utilized for the purposes explicitly detailed in the
letter of offer for the Rights Issue. The audit committee and Board confirms that there
has been no deviation or variation in the utilization of these funds from the stated
objectives.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All the related party transactions are entered on arm's length basis, in the ordinary
course of business and are in compliance with the applicable provisions of the Companies
Act, 2013 and the SEBI (LODR) Regulations. There are no materially significant related
party transactions made by the Company with Promoters, Directors or Key Managerial
Personnel etc., which may have potential conflict with the interest of the Company at
large or which warrants the approval of the shareholders. All Related Party Transactions
are presented before the Audit Committee and the Board. Omnibus approval is obtained for
the transactions which are foreseen and repetitive in nature. A statement of all related
party transactions is presented before the Audit Committee on a quarterly basis,
specifying the nature, value and terms and conditions of the transactions. The Company has
developed a Policy on Related Party Transactions for the purpose of identification and
monitoring of such transactions and the policy on Related Party Transactions as approved
by the Board is uploaded on the website of the Company. The details have been enclosed
pursuant to clause (h) of subsection (3) of Section 134 of Companies Act, 2013 read with
Rule 8(2) of the Companies (Accounts) Rules 2014 ‘AOC-2'- Annexure I. 11. MATERIAL
CHANGES BETWEEN THE DATE OF THE END OF FINANCIAL YEAR AND BOARD REPORT
Except as disclosed elsewhere in this report, no material changes and commitments which
could affect the Company's financial position have occurred between the end of the
financial year of the Company (i.e., March 31, 2025) and the date of this report (i.e.
August 30, 2025).
BSE has imposed fine upon the company due to delay in financial results for the half
year and year ended 31st March, 2025, which the company had duly paid and
further also submitted the financial results
12. CHANGE OF NAME OF THE COMPANY:
There has been no change in the name of the company during the financial year.
13. COMPLIANCE WITH SECRETARIAL STANDARDS:
In terms of Section 118(10) of the Act, the Company is in compliance with the
Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) with
respect to Meetings of Board of Directors and General Meetings and such systems were
adequate and operating effectively.
14. DEMATERIALIZATION OF COMPANY'S SHARES:
Your company has provided the facility to its shareholders for dematerialization of
their shareholding by entering into an agreement with the National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN number
allotted to the company is INE0K5F01014.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Company has a professional Board with right mix of knowledge, skills and expertise
with an optimum combination of executive, non-executive including independent Directors.
The Board provides strategic guidance and direction to the Company in achieving its
business objectives and protecting the interest of the stakeholders.
Composition of Board as on 31st March, 2025:
SI No |
Name |
DIN |
Designation |
Date of Appointment |
1 |
CHINTAN NAYAN BHAI |
08091654 |
Managing Director |
24/05/2021 |
|
RAJYAGURU |
|
|
|
2 |
KEVAL DIPAKKUMAR DAVE |
08631601 |
Non-Executive Independent Director |
08/06/2022 |
3 |
ASHISH AGARWAL |
06904914 |
Non-Executive Independent Director |
08/06/2022 |
4 |
ALPA THUMMAR |
- |
Chief Financial Officer |
15/11/2021 |
5 |
KHUSHBU BHARAKATYA |
- |
Company Secretary |
29/05/2023 |
All the Directors of the Company have confirmed that they have not disqualified from
being appointed a director in terms of section 164 of the Companies Act, 2013
Change in the board of directors during the year:
SI No |
Name |
DIN |
Designation |
Date of Cessation |
1 |
NAYANBHAI LABHSHANKER RAJYAGURU |
08997548 |
Executive Director |
25/03/2025 |
2 |
ILABEN NAYANBHAI RAJYAGURU |
08091655 |
Non-Executive Director |
25/03/2025 |
3 |
REETA DEVI |
11054502 |
Additional Non- Executive Director |
05-09-2025 |
Composition of Board as on the date of the board report
SI No |
Name |
DIN |
Designation |
Date of Appointment |
1 |
CHINTAN NAYAN BHAI |
08091654 |
Managing Director |
24/05/2021 |
|
RAJYAGURU |
|
|
|
2 |
KEVAL DIPAKKUMAR DAVE |
08631601 |
Non-Executive Independent |
08/06/2022 |
|
|
|
Director |
|
3 |
ASHISH AGARWAL |
06904914 |
Non-Executive Independent Director |
08/06/2022 |
4 |
AMIT KAPARIYA |
11054494 |
Additional Executive Director |
15/04/2025 |
5 |
KM KHUSHI |
11255164 |
Additional Non-Executive |
23-08-2025 |
|
|
|
Director |
|
6 |
ALPA THUMMAR |
- |
Chief Financial Officer |
15/11/2021 |
7 |
KHUSHBU BHARAKATYA |
- |
Company Secretary |
29/05/2023 |
After end of the financial year 2024-25 and before the date of board report, Mr. Amit
Kapariya as Additional Executive Director and Ms. Reeta Devi were appointed as Additional
Non-Executive director respectively at the board meeting held on 15th April,
2025. However, The Company was unable to file Form DIR-12 in a timely manner due to
technical issues encountered on the MCA portal, specifically related to the
non-registration of the Digital Signature Certificate (DSC) of the concerned
director(s)and non-active email address. As a result, the filing process was delayed
despite efforts to comply with the statutory requirements. However, as on the date of this
board report, the company has filed the respective form.
16. EXTRACT OF ANNUAL RETURN
The Companies (Management and Administration) Amendment Rules, 2020 has done away the
requirement of attaching extract of Annual Return in Form MGT-9 to Board's Report. The
annual return in Form MGT-7 as required under Section 92(3) of the Companies Act, 2013
read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is
available on the website of the Company at www.dhyaaniinc.com.
17. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY
As Company does not have any Subsidiaries or Associates Companies or Joint ventures, it
is not required to give disclosure in Form AOC-1 Pursuant to first proviso to sub-section
(3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014.
18. BOARD EVALUATION
The Board has carried out an annual performance evaluation of its own performance, and
of the Directors individually, as well as the evaluation of all the committees i.e., Audit
Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and
other Committees of Board of Directors. The Board adopted a formal evaluation mechanism
for evaluating its performance and as well as that of its committees and individual
directors, including the Chairman of the Board. The exercise was carried out by feedback
survey from each Directors covering Board functioning such as composition of Board and its
Committees, experience and competencies, governance issues etc. Separate exercise was
carried out to evaluate the performance of individual directors including the Chairman of
the Board who were evaluated on parameters such as attendance, contribution at the
meeting, etc. The various criteria considered for evaluation of Executive Directors
included qualification, experience, knowledge, commitment, integrity, leadership,
engagement, transparency, analysis, decision making, governance, etc. The Board commended
the valuable contributions and the guidance provided by each Director in achieving the
desired levels of growth. This is in addition to evaluation of Non-Independent Directors
and the Board as a whole by the Independent Directors in their separate meeting being held
every year.
19. PROMOTERS
As on date 31st March, 2025, the Promoter & Promoter group held 9,63,200
Equity shares, which represented 5.66% the Company's subscribed, issued & paid-up
Equity Share Capital. Members may note that the comprehensive shareholding and other
relevant details pertaining to the Promoter and Promoter Group have been provided in the
Annual Return of the Company. Therefore, during the year the change in shareholding of Mr.
Chintan Nayan Bhai Rajyaguru, is 27.3%.
20. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES
i) BOARD MEETINGS (“BoD”)
The Board of Directors of the Company meets at regular, predetermined intervals to
oversee the Company's affairs, provide strategic direction, and make decisions pertaining
to business policy, strategy, financial performance, compliance, and risk management. An
annual calendar of Board and Committee Meetings is prepared and provided to all Directors
in advance. This enables Directors to plan their schedules and participate in discussions.
Notices for all
Board and Committee Meetings are issued in adherence to the timelines prescribed under
the Companies Act, 2013, and the Secretarial Standards (SS-1) issued by the Institute of
Company Secretaries of India. The Directors have devised proper systems to ensure
compliance with the provisions of all applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and that such systems are adequate and operating
effectively. During the financial year under review, the Board of Directors met 10 (Ten)
times. Each meeting was conducted in compliance with the provisions of the Companies Act,
2013, and the rules framed thereunder, as well as the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The intervening gap between any two
consecutive Board Meetings did not exceed the maximum period prescribed by the Companies
Act, 2013. The detailed attendance records and dates of these meetings are set forth
below:
Name of Director |
Chintan Nayan Bhai Rajyaguru |
Ashish Agarwal |
Keval Dipakkumar Dave |
Nayanbhai Labhshanker Rajyaguru |
Ilaben Nayanbhai Rajyaguru |
Date of Meeting |
|
|
|
|
|
16-04-2024 |
P |
P |
P |
P |
P |
30-05-2024 |
P |
P |
P |
P |
P |
10-06-2024 |
P |
P |
P |
P |
P |
20-06-2024 |
P |
P |
A |
P |
P |
22-07-2024 |
P |
A |
P |
P |
P |
12-08-2024 |
P |
P |
P |
P |
P |
14-11-2024 |
P |
A |
P |
P |
P |
17-01-2025 |
P |
P |
A |
P |
P |
18-03-2025 |
P |
P |
P |
P |
P |
(P means “Present” & A means “Absent”) ii) COMMITTEE MEETINGS
A. AUDIT COMMITTEE:
The Audit Committee of the Board stands duly constituted in strict conformity with
Section 177 of the Companies Act, 2013, and Rule 6 of the Companies (Meetings of the Board
and its Powers) Rules, 2014, as amended. The comprehensive scope and precise Terms of
Reference for the Audit Committee have been meticulously framed and are in strict
alignment with the provisions stipulated under Section 177 of the Companies Act, 2013, and
other applicable regulatory frameworks. The Committee operates within the ambit of these
meticulously defined Terms of Reference. During the financial year under review, the Audit
Committee convened 6 (Six) times. The particulars pertaining to the Committee's
constitution and the details of its meetings are enumerated below:
Name of Director |
Keval Dipakkumar Dave (Chairman) |
Ashish Agarwal (Member) |
Chintan Nayan Bhai Rajyaguru (Member) |
Date of Meeting |
|
|
|
16-04-2024 |
P |
P |
P |
30-05-2024 |
P |
P |
P |
10-06-2024 |
P |
P |
P |
12-08-2024 |
P |
P |
P |
14-11-2024 |
P |
P |
P |
17-01-2025 |
P |
P |
P |
B. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is duly constituted in strict accordance with
the provisions of Section 178 of the Companies Act, 2013 and Rule 6 of the Companies
(Meetings of the Board and its Powers) Rules, 2014. The Committee's terms of reference are
meticulously framed to ensure full compliance with the aforementioned statutory
requirements. The comprehensive scope and precise Terms of Reference for the Nomination
and Remuneration Committee have been meticulously framed and are in strict alignment with
the provisions stipulated under Section 178 of the Companies Act, 2013, and other
applicable regulatory frameworks. The Committee operates within the ambit of these
meticulously defined Terms of Reference. During the financial year under review, the
Nomination and Remuneration Committee convened three times. As on March 31, 2025 the
detailed composition of the Committee and details of its meetings are provided below:
Name of Director |
Ashish Agarwal (Chairman) |
Keval Dipakkumar Dave (Member) |
Ilaben Nayan Bhai Rajyaguru (Member) |
Date of Meeting |
|
|
|
16-04-2024 |
P |
P |
P |
12-08-2024 |
P |
P |
P |
17-01-2025 |
P |
P |
P |
The Functioning and terms of reference of the Nomination and Remuneration Committee the
role, powers and duties, quorum for meeting and frequency of meetings, have been devised
keeping in view the requirements of Section 178 and all other applicable provisions of the
Companies Act, 2013. The Nomination and Remuneration Policy, as adopted by the Board of
Directors, is placed on the website of the Company at
https://www.dhyaaniinc.com/Home/policies_and_programs
C. STAKEHOLDER RELATIONSHIP COMMITTEE
In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board
of Directors has duly constituted the Stakeholders' Relationship Committee. The terms of
reference for the Committee are framed to diligently oversee and address all matters
concerning the interests and grievances of the Company's security holders, including its
shareholders, debenture holders, and other security holders. Pursuant to the provisions of
sub-section (5) of Section 178 of the Companies Act, 2013, the Board has adopted a formal
policy outlining the scope and functions of the Committee. This policy is specifically
designed to facilitate the prompt consideration and resolution of grievances raised by the
security holders. During the financial year under review, the Committee convened two (2)
meetings. The Company has systematically addressed and resolved all complaints received
from its security holders. As of March 31, 2025, there were no complaints pending
resolution and the composition of the Stakeholders' Relationship Committee and details of
its meetings are provided below:
Name of Director |
Ilaben Nayan Bhai |
Keval Dipakkumar |
Ashish Agarwal |
|
Rajyaguru |
Dave |
(Member) |
|
(Chairperson) |
(Member) |
|
Date of Meeting |
|
|
|
16-04-2024 |
P |
P |
P |
12-08-2024 |
P |
P |
P |
D. INDEPENDENT DIRECTORS MEETING
In adherence to Clause VII of Schedule IV of the Companies Act, 2013, the independent
directors of the Company convened a separate meeting. During this meeting, they
meticulously reviewed the performance of the Non-Independent Directors and the Board as a
whole. They also evaluated the performance of the Chairman, considering the perspectives
of both executive and non-executive directors. Furthermore, the independent directors
assessed the quality, quantity, and timeliness of information flow between the management
and the board. The company has a robust orientation program for newly appointed
independent directors. This program familiarizes them with the company's business,
operations, and their specific roles and responsibilities. The orientation includes
presentations and discussions led by the Chairman, Executive Directors, and senior
management. As on March 31, 2025 the following are Independent Directors and during the
financial year under review, the Independent Director meet once the details are provided
below:
Name of Director |
Keval Dipakkumar Dave |
Ashish Agarwal |
|
(Member) |
(Member) |
Date of Meeting |
|
|
18-03-2025 |
P |
P |
21. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING
THE YEAR:
During the financial year under review, The Board of Directors has evaluated the
Independent Directors and is of the opinion that the integrity, expertise, and experience
(including proficiency) of these Independent Directors are satisfactory.
22. DIRECTORS TRAINING AND FAMILIARIZATION
The Company undertakes and makes necessary provision of an appropriate induction
programme for new Director(s) and ongoing training for existing Directors. The new
Director(s) are introduced to the Company culture, through appropriate training
programmes. Such kind of training programmes helps develop relationship of the directors
with the Company and familiarize them with Company processes. The management provides such
information and training either at the meeting of Board of Directors or at other places.
The induction process is designed to: build an understanding of the Company's processes
and fully equip Directors to perform their role on the Board effectively
Upon appointment, Directors receive a Letter of Appointment setting out in detail, the
terms of appointment, duties, responsibilities and expectations from them.
23. MANAGERIAL REMUNERATION
The Particulars as required to disclose under the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2022-23 are
disclosed in Annexure-II, which formed part of the report.
24. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT, NOMINATION, REMUNERATION AND
FORMAL EVALUATION
Pursuant to provisions of Section 178 (1) of the Companies Act, 2013, the Board has, on
the recommendation of the Nomination & Remuneration Committee framed a policy for
selection, nomination, appointment and remuneration of Directors suitably containing the
criteria determining qualifications, positive attributes and independence of a Director.
The policy is also uploaded on the Company's website at www.dhyaaniinc.com.
25. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
During the year under review, your company has appointed the Internal Auditors of the
Company to evaluate and manage the efficacy and adequacy of Internal Controls and to
ensure that adequate systems which are placed in the company, are adhered with time to
time checks and to ensure that the compliance procedures and policies are adhered.
Moreover, during the year, such controls were tested and accordingly, no reportable
material weaknesses in the operations of the company were observed.
26. DECLARATION BY INDEPENDENT DIRECTORS
(Pursuant to Provisions of section 149(6) of the Companies Act 2013)
All independent directors have given declarations confirming that they meet the
criteria of independence as prescribed both under Section 149 of the Companies Act, 2013
and Regulation 16(1) (b) SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 with the Stock Exchanges.
27. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of section 134 Clause (C) of Sub-Section (3) of the Companies Act, 2013, in
relation to financial statements for the year 2024-25, the Board of Directors state:
1. In the preparation of the annual accounts for the financial year ended 31st
March 2025, as far as possible and to the extent, if any, accounting standards mentioned
by the auditors in their report as not complied with, all other applicable accounting
standards have been followed along with proper explanation relating to material departure;
2. The Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and profit and loss account of the Company for that period;
3. The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
4. The Directors have prepared the annual accounts on a going concern basis; and
5. The Directors in the case of a listed company had laid down internal
financial controls to be followed by the company and that such internal financial controls
are adequate and were operating effectively.
6. The Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
28. STATUTORY AUDITORS
M/s. J Singh & Associates, Chartered Accountants were appointed as Statutory
Auditors of the Company for period of Five years from the conclusion of the 6th
Annual General Meeting till the conclusion of the 11th Annual general Meeting
of the Company to be held in the year 2025. Further, M/s S D P M & CO, Chartered
Accountants, Ahmedabad has been appointed as the Joint Statutory Auditors of the company
for the conducting Joint Audit at the Annual General Meeting held on 04th
September, 2024 for a period of 4 consecutive years, who shall hold office till the
conclusion of 14th Annual General Meeting to be in the year 2028. Also, we wish
to inform that M/s J. Singh & Associates, Chartered Accountants, the Statutory
auditors of the company have tendered their resignation vide letter dated 27th August,
2024 The Report given by the Joint Statutory Auditors on the financial statement for the
financial year ending on 31st March, 2025 of the Company is part of this
Report. There are no qualifications or adverse remarks in the Auditors' Report which
require any clarification/explanation. The Notes on financial statements are
self-explanatory, if any, and needs no further explanation.
29. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors of the Company have not reported any frauds to the Audit
Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013,
including rules made thereunder.
30. SECRETARIAL AUDITORS
Based on the recommendation of the Audit Committee, the Board of Directors, pursuant to
the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, appointed
M/s. Mukesh J & Associates, Company Secretaries, Ahmedabad, Gujarat, to conduct the
Secretarial Audit for the financial year ended March 31, 2025. The Secretarial Audit
Report, issued by M/s. Mukesh J. & Associates, Company Secretaries, in the prescribed
Form MR-3, is annexed to this Report and forms an integral part of the Director's Report.
The explanations / comments made by the Board relating to the qualifications, reservations
or adverse remarks made by the Secretarial Auditors as follows:
Sr. No. Qualifications, Reservations, or adverse remarks by the
Secretarial Auditors |
Management Reply |
1 As per the SEBI (Prohibition of Insider Trading) Regulations,
2015, the Company certifies that it has maintained a Structured Digital Database (SDD) in
compliance with the prescribed norms, capturing all necessary details related to the
sharing of Unpublished Price Sensitive Information (UPSI). |
The board of directors has taken note of the same and therefore,
during the year have tried to be compliant, further it shall take-up the process for
removal of SDD non-compliant tag. |
| However, despite this, the Company has been marked as 'SDD
Non-Compliant' on the BSE portal, possibly due to procedural lapses such as non-
submission of the SDD Compliance Certificate in the prescribed format or within the
stipulated timeline 2 Pursuant to Regulation 33 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company is required to submit its
half-yearly and annual audited financial results to the stock exchanges within 60 days
from the end of the financial year, and to make an announcement within 30 minutes of the
conclusion of the Board Meeting in which the financial results are approved. However, the
Company did not submit the financial results for the half-year and year ended 31st March
2025 within the prescribed timeline. |
The board of directors took note of the same and shall take care of it
going forward. |
Nevertheless, the financial results were submitted prior to the
date of this report 3 The Corporate Identification Number (CIN) should have been updated
in the Master Data records of the Ministry of Corporate Affairs (MCA) to reflect its
status as a listed public company. However, the CIN continues to begin with 'U',
indicating an unlisted status, and has not yet been updated to begin with 'L' as required
for listed entities. |
The company has tried to update the CIN of the company by filing
CRF, however it could not be approved. Further the CIN shall be update with the upcoming
Annual filing. |
4 As on 31st March, 2025 there is an amount outstanding
under the head “Loan to Director” which is prohibited under Section 185 of the
Companies Act, 2013. |
During the year company had given the loan to director, however,
the same shall be returned by the director and comply with the required provisions. |
5 During the financial year 2024 25, the Company borrowed funds
from a third party, which qualifies as a deposit under applicable regulations. However,
the Company did not comply with the relevant provisions governing such deposits |
The board took note of the same and shall take care of it going
forward. |
31. INTERNAL AUDITORS:
The board of directors has appointed Internal auditor for FY 2024-25.
32. MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUBSECTION
(1) OF SECTION 148 OF THE COMPANIES ACT, 2013
Under Section 148 of the Companies Act, 2013, the Central Government has prescribed
maintenance and audit of cost records vide the Companies (Cost Records and Audit) Rules,
2014 to such class of companies as mentioned in the Table appended to Rule 3 of the said
Rules. The Company does not fall under Maintenance and audit of cost records and
accordingly maintenance of cost records and audit provisions are not applicable to the
Company.
33. DISCLOSURE ON FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE ACT
There were no offences involving an instance of fraud reported by the Auditors of the
Company under sub-section (12) of Section 143 of the Act for the year ended March 31,
2025.
34. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the financial year under review, the particulars of Investments and Loans
covered under Section 186 of the Companies Act, 2013 (“the Act”) have been duly
disclosed in the financial statements provided in this Annual Report. It is affirmed that
the Company has not issued or provided any guarantees or securities to any party during
the reporting period.
35. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo for the year under review are as follows:
A. Conservation of Energy a. Steps taken or impact on conservation of energy The
Operations of the Company do not consume energy intensively. However, Company continues to
implement prudent practices for saving electricity and other energy resources in
day-to-day activities. b. Steps taken by the Company for utilizing alternate sources of
energy Though the activities undertaken by the Company are not energy intensive, the
Company shall explore alternative sources of energy, as and when the necessity arises.
B. Technology Absorption a. The efforts made towards technology absorption The Company
continues to take prudential measures in respect of technology absorption, adaptation and
take innovative steps to use the scarce resources effectively. b. In case of imported
technology (imported during the last three years reckoned from the beginning of the
financial year) Not Applicable
C. The Particulars of Foreign Exchange and Outgo for the year under review are:
(Rs. in Lakhs)
PARTICULARS |
YEAR ENDED 31ST |
YEAR ENDED 31ST |
|
MARCH, 2025 |
MARCH, 2024 |
FOREIGN EXCHANGE EARNING |
NIL |
NIL |
FOREIGN EXCHANGE OUTGO |
NIL |
NIL |
36. CORPORATE GOVERNANCE:
The Company's Board constantly committed to upholding the standards of corporate
governance, integrating robust principles into its operational framework over the years.
In accordance with
Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the provisions pertaining to corporate governance, as specified in
Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2), and Paragraphs C, D, and E
of Schedule V, are not applicable to a listed entity that has exclusively listed its
specified securities on the SME Exchange. The Company securities are listed on the SME
Exchange; the aforementioned corporate governance provisions do not apply to the Company.
Consequently, a separate Corporate Governance Report is neither mandated nor included as
part of this Annual Report.
37. MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Listing Obligation and Disclosure Requirement Regulation, 2015 of the SEBI,
Management Discussion and Analysis Report are annexed as herewith and form part of this
Report.
38. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:
The provisions for Corporate Social Responsibility Committee and Corporate Social
Responsibility activities are not applicable to the Company.
39. ESTABLISHMENT OF VIGIL MECHANISM:
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule
7 of the Companies (Meetings of Board and its Powers) Rules, 2014, a listed Company and
every such class of companies as prescribed thereunder are required to frame a Vigil
Mechanism to provide a mechanism which ensures adequate safeguards to employees and
Directors from any victimisation on raising of concerns of any violations of legal or
regulatory requirements, incorrect or misrepresentation of any financial statements and
reports, etc.
The Company has framed an appropriate Vigil Mechanism Policy and further re-affirms
that the Company is committed to adhere to the highest standards of ethical, moral and
legal conduct of business operations. The Whistle Blower Policy of the Company is also
available on the website of the Company at the link:
https://www.dhyaaniinc.com/Home/policies_and_programs
40. RISK MANAGEMENT POLICY
In today's economic environment, risk management is a very important part of the
business. The main aim of risk management is to identify, monitor and take precautionary
measures in respect of the events that may pose risks for the business. Your company's
risk management is embedded in the business processes. Your company has identified certain
risks like price risk, uncertain global economic environment, interest rate, human
resource, competition, compliance and industrial health and safety risk and also planned
to manage such risk by adopting best management practice. Further, The Board of Directors
of the Company has formulated Risk Management Policy and Guidelines to avoid events,
situations or circumstances which may lead to negative consequences on the Company's
businesses and defined a structured approach to manage uncertainty and to make use of
these in their decision-making pertaining to all business divisions and corporate
functions. Key business risks and their mitigation are considered in the annual/ strategic
business plans and in periodic management reviews. The risk management policy is available
on the website of the Company at the link:
https://www.dhyaaniinc.com/Home/policies_and_programs
41. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your company is committed to providing a safe, healthy, and harassment-free work
environment for all its employees, ensuring that every individual is treated with dignity
and respect. In compliance with the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, the company has constituted an Internal Complaints
Committee (ICC). The company's policy on the prevention of sexual harassment is
comprehensive, prohibiting such behaviour by law and the company's code of conduct. The
policy aims to create and maintain an atmosphere where all employees can work without fear
of harassment or exploitation. During the financial year under review, no complaints of
sexual harassment were received by the Company. The policy is available on the company's
website at: https://www.dhyaaniinc.com/Home/policies_and_programs During the financial
year under review, the Company has complied with all the provisions of the POSH Act and
the rules framed thereunder. Further details are as follows:
Number of complaints of Sexual Harassment received in the Year |
Number of Complaints disposed off during the year |
Number of cases pending for more than ninety days |
42. MATERNITY BENEFITS
Your Company is committed to upholding the rights and welfare of its employees,
particularly in relation to maternity benefits. In accordance with the Maternity Benefit
Act, 1961, the Company has established a comprehensive formal policy that outlines the
provisions and entitlements available to our employees during maternity leave. The policy
aims to ensure that all eligible employees receive the benefits mandated by the Act,
including paid maternity leave, medical benefits, and job security upon their return to
work. We regularly review and update our policy to ensure compliance with any amendments
to the Act and to reflect best practices in supporting our employees.
43. DISCLOSURES UNDER COMPANIES ACT, 2013
DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013
The Company has not issued any shares with differential rights and hence no information
as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.
DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013
The Company has not issued any sweat equity shares During the financial year under
review and hence no information as per provisions of Section 54(1)(d) of the Act read with
Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013
The Company has not issued any ESOP During the financial year under review and hence no
information as per provisions of Section 62(1)(d) of the Act read with Rule 8(13) of the
Companies (Share Capital and Debenture) Rules, 2014 is furnished.
DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013
During the financial year under review, there were no instances of non-exercising of
voting rights in respect of shares purchased directly by employees under a scheme pursuant
to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and
Debentures) Rules, 2014 is furnished.
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE
2016
No application was filed for corporate insolvency resolution process, by a financial or
operational creditor or by the Company itself under the IBC before the NCLT.
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
During the financial year under review, No orders have been received or passed by any
Regulator or Court or Tribunal which can have impact on the going concern status and the
Company's operations in future.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS.
During the financial year under review, there has been no one-time settlement of loans
taken from banks and financial institutions.
LOANS FROM DIRECTORS
During the financial year under review, the Company has not borrowed any amount(s) from
Directors. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014
have been marked as “ANNEXURE III” BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT
During the financial year under review, the Business Responsibility and Sustainability
Report as stipulated under Regulation 34 of the Listing Regulations is not applicable to
the Company and hence it does not form part of this Annual Report.
44. DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, in
relation to audited financial statements of the Company for the financial year ended on
March 31, 2025, the Board of Directors confirms that: (i) In the preparation of Annual
Accounts for the period ended March 31, 2025, the applicable accounting standards had been
followed along with proper explanation relating to material departures. (ii) Such
accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the Profit/Loss of the Company for the
year ended March 31, 2025. (iii) Proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities; (iv)The annual accounts for the financial year ended March 31, 2025
on a going concern basis. (v) Internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively.
(vi)Proper systems to ensure compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.
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