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Dhanada Corporation Ltd.

BSE: 531198 Sector: Services
NSE: N.A. ISIN Code: INE041F01015
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Buy Price 0.00
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OPEN 4.02
CLOSE 4.02
VOLUME 125
52-Week high 5.60
52-Week low 3.43
P/E
Mkt Cap.(Rs cr) 21
Buy Price 0.00
Buy Qty 0.00
Sell Price 4.22
Sell Qty 382.00

Dhanada Corporation Ltd. (DHANADACORP) - Director Report

Company director report

To

The Members

DHANADA CORPORATION LIMITED

The Board of Directors of your Company has pleasure in presenting the 30thAnnual Report of the Company together with the Audited statements of accounts for the yearended on 31st March 2016.

1. Financial summary or highlights / Performance of the Company (Standalone andConsolidated):

Your Company’s financial summary / performance during the year under review ascompared to the previous year are summarized below:

(Rs. in Crores)
Particulars 2015 – 2016 2014 – 2015
Turnover 8.53 8.62
Profit/(Loss) before Finance charges Tax Depreciation / Amortization (1.09) (2.08)
Finance Charges 1.91 1.71
Profit/(Loss) before Tax Depreciation / Amortization (2.01) (3.79)
Depreciation 2.09 2.09
Profit/(Loss) before Tax (4.10) (5.88)
Provision for Tax Nil Nil
Profit/(Loss) after Tax (4.10) (5.88)
Proposed Dividend Nil Nil

On the basis of consolidated financial statements financial summary / performance ofthe Group is summarized below:

(Rs. in Crores)
Particulars 2015 – 2016 2014 – 2015
Turnover 8.53 8.67
Profit/(Loss) before Finance charges Tax Depreciation / Amortization 2.09 1.72
Finance Charges 2.56 2.28
Profit/(Loss) before Tax Depreciation / Amortization (0.46) (0.56)
Depreciation 2.55 2.63
Profit/(Loss) before Tax (3.01) (3.19)
Provision for Tax (0.004) (0.09)
Profit/(Loss) after Tax (3.01) (3.10)
Minority Interest (0.12) (0.16)
Profit/(Loss) for the year (2.89) (2.94)
Proposed Dividend Nil Nil

2. Dividend:

In view of the losses the Board of Directors does not recommend any dividend for theyear ended on 31st March 2016.

3. Reserves:

No amount is proposed to be transferred to the Reserves.

4. State of Affairs (Standalone and Consolidated):

The sales / turnover of the Company have marginally gone down as compared to theprevious year. Operating margins were also under pressure. The Company has sufferedlosses.

The occupancy rate and Average Room Revenue (ARR) remained stagnant due to generaleconomic slowdown.

Paucity of funds affected the performance of the whole Group. The subsidiaries were non– operational during the year due to acute shortage of working capital. Thesubsidiaries have suffered losses.

Finance

The shortage of finance remained a major concern during the year. The parent companywas not able to extend its helping hand due to its own problems.

The management is striving hard to arrange funds for repayment of debt and workingcapital necessary for smooth running of the operations.

Current Year Prospects

The fortune of the hospitality industry has always been linked to the prospects of thetourism industry and general economic growth. On both fronts the current year seems to bepositive. Barring unforeseen difficulties the Hotel is expected to continue on its pathof steady growth. However due to stagnant ARR margins are likely to remain underpressure.

As mentioned earlier shortage of finance remains a major factor affecting theperformance of the Company.

5. Change(s) in the nature of business if any:

There is no change in the nature of business of the Company.

6. Material changes and commitments if any affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report:

A Notification under the Maharashtra Protection of Interest of Depositors in FinancialEstablishment Act 1999 for attaching the assets of the Company is published in theGazette dated 7th May 2016. However the Company is yet to receive any officialcommunication about it. The Board is of a prima-facie opinion that this notification isnot tenable and the Company will challenge the same before appropriate authority atappropriate time.

7. Details of significant and material orders passed by the regulators / courts/ tribunals impacting the going concern status and the Company’s operations infuture:

Nil. No such orders are passed during the year under review.

8. Statement in respect of adequacy of internal financial controls withreference to the Financial Statements:

Internal Financial controls are adequate and operating effectively commensurate withthe size nature of operations of the Company. The Board has adopted the policies andprocedures for ensuring the orderly and efficient conduct of its business includingadherence to the Company’s policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial statements.

The separate report of the Auditors about the existence of internal financial controlssystem and its operations is attached to the Auditor’s Report as an Annexure B to theAuditor’s Report.

9. Details of Subsidiary / Associate Companies / Joint Ventures:

Dhanada Engineering Private Limited Dhanada Education Private Limited and DhanadaClean Energy (India) Private Limited are subsidiaries of the Company. The Company has noAssociate Company / Joint Venture.

The Company has formulated policy for determining Material Subsidiaries. The saidpolicy is available on the website of the Company. A web link thereto ishttp://dhanadacorp.com/pdf/ Policy_for_deteriming_Material_Subsidiary.pdf.

A statement containing the salient features of the financial statement of subsidiariesin Form No. AOC-1 is attached as Annexure 1 to the Directors’ Report.

The Consolidated financial statements prepared in accordance with Section 129(3) ofthe Companies Act 2013 and listing agreement form part of the Annual Report.

Further in accordance with Section 136 of the Companies Act 2013 the auditedfinancial statements including consolidated financial statements and all other documentsrequired to be attached thereto and audited accounts of subsidiaries are available on thewebsite of the Company www.dhanadacorp.com.

10. Performance and financial position of each of the subsidiaries included in theconsolidated financial statement:

Dhanada Engineering Private Limited a Company engaged in manufacture of press partsfor automobile industry is a subsidiary of your Company.

Dhanada Education Private Limited a Company engaged in the business of providingeducation and training is a subsidiary of your Company.

Dhanada Clean Energy (India) Private Limited a Company engaged in manufacture of andselling of wind power driven turbines.

All the aforesaid subsidiaries were non – operational during the year due to acuteshortage of working capital. They have suffered losses.

11. Particulars of loans / advances / guarantees / investments outstanding during thefinancial year:

The particulars of loans / advances / guarantees / investments covered under Section186 of the Companies Act 2013 and as per SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 are given in the notes to the financial statementsprovided in the Annual Report.

12. Deposits:

The Company has not accepted deposits from the public within the meaning of Section 73of the Companies Act 2013 and the rules framed there under.

13. Auditors:

Statutory Auditors

As per the provisions of Section 139 (1) and (2) of the Companies Act 2013 read withCompanies (Audit and Auditors) Rules 2014 the Company shall not appoint or re-appoint anindividual as an auditor of the Company for more than one term of five consecutive years.The period for which the individual has held office as auditor prior to the commencementof the Act shall be taken into account while calculating the period of five consecutiveyears.

In terms of the above provisions the term of the Auditors M/s. G. K. Chandavarkar& Co. Chartered Accountants Pune shall expire at the end of the 30thAnnual General Meeting and they are not eligible for re-appointment.

Accordingly the Board of Directors recommended to appoint M/s. Shashank Patki andAssociates Chartered Accountants Pune as Statutory Auditors of the Company in theensuing Annual General Meeting to hold office till the conclusion of 35thAnnual General Meeting. The Company has received eligibility certificate from the saidAuditors in accordance with the provisions of Section 141 of the Companies Act 2013.

Secretarial Auditor

Mr. R. V. Pore Practicing Company Secretary was appointed to conduct the secretarialaudit of the Company for the financial year 2015 – 2016 as required under Section204 of the Companies Act 2013 and rules made there under. The Secretarial Audit Report inForm No. MR-3 for the financial year 2015 – 2016 is attached as Annexure 2 to theDirectors’ Report.

14. Explanations or comments on qualification reservation or adverse remark ordisclaimer in Auditor’s Report:

The Audit Report contains certain observations and we offer our comments in this regardas under:

Note 26(B) 1

The management was advised that the allotment is required to be made before theexecution of the Conveyance Deed. Accordingly in good faith the Board allotted thenecessary shares to Dr. Laxman V. Kulkarni and prepared the deed for registration.However Dr. Laxman V. Kulkarni expressed his desire for upward revision of the totalconsideration as the prices of the Land at Nande have gone up considerably since01.04.2008 i.e. the appointed date and the market price of the equity shares of theCompany have not appreciated in line with the same. Due to this the conveyance deed withDr. Laxman V. Kulkarni is not yet done. The management is exploring ways and means to sortout the issue and hopes that the same will be resolved amicably. However until thefinancial difficulties are resolved a solution to this issue appears remote.

Statutory Dues:

Due to financial difficulties the Company could not pay the deferred sales tax.However the Company will settle the dues.

Rest of the Auditor’s observations are self explanatory.

15. Explanations or comments on qualification reservation or adverse remark ordisclaimer in Secretarial Audit Report:

Non – filing of Forms MGT-10 required u/s 93 of the Companies Act 2013:

Due to some technical and administrative difficulties the Company could not filed theforms.

The Statutory Auditors does not hold Peer Review Certificate:

The Auditor states that he has submitted his request to the Peer Review Committee andPeer Reviewer. However the Peer Review is awaited.

Non – publishing notices etc. in the newspapers as required under ListingAgreement:

The Company has submitted notices quarterly unaudited financial results and auditedfinancial statements etc. required under the Listing Agreement and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 to the Bombay Stock ExchangeLtd. within the prescribed time and the same were also made available on the website ofthe Company. However due to financial difficulties the Company did not publish noticesresults and statements etc. in the newspapers.

Discrepancies in the issued share capital and listed share capital:

Due to technical issues some formalities in respect of issue of shares made by theScheme of Arrangement and Amalgamation are not yet completed; hence those shares and theshares further issued by the Company through private placement are yet to be listed. TheCompany is in a process to resolve the issue. However until the financial difficultiesare resolved a solution to this issue appears remote.

Non – appointment of Company Secretary:

The management was looking for a suitable candidate to fill the vacancy caused byresignation of previous Company Secretary. The Board of Directors has now appointed aCompany Secretary and Compliance Officer in its meeting held on 12.08.2016.

Non – appointment of Independent Auditor:

The management was looking for a suitable candidate to fill the vacancy caused byresignation of previous Independent Director. Now the Board of Directors proposesappointment of Independent Director in the ensuing Annual General Meeting.

Delay in serving the Notice of 29th Annual General Meeting along with AnnualReports for the F. Y. 2014 – 15 through electronic means:

On 20th July 2015 some miscreant people unexpectedly entered into theoffice of the Company and physically attacked Mr. Ramesh R. Havele Chairman &Managing Director of the Company and other staff sitting there. They also damaged theproperty of the Company like computers telephones furniture etc. and created pandemoniumin the premises. Mr. Ramesh Havele and other staff was injured and admitted to thehospital. Due to this everybody was scared and did not attend the office. The office isnot yet fully functional. Due to the said circumstances there was delay in sending thee-mails containing the Notices calling Annual General Meeting along with Annual Reportsfor the F. Y. 2014 – 15 electronically. The Company was finally able to send thesaid documents electronically to such members on 16th September 2015. Thedelay was not done deliberately or intentionally or due to negligence on the part of theCompany.

However physical Notices along with Annual Report for F.Y. 2014 – 15 were sent tomembers on 6th September 2015 and 7th September 2015 in accordancewith Section 101 of the Companies Act 2013 read with Rules made thereunder.

No separate meeting of Independent Directors was held:

As there was only one Independent Director during the year no separate meeting ofindependent directors could be held in terms of Regulation 25(3) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and Schedule IV.

Non conducting of familiarisation programme of Independent Director:

As there was only one Independent Director during the year and the said IndependentDirector is well familiar with the business and operations of the Company since 2005 nofamiliarisation programme of independent director was conducted during the year.

Delay in resolving the complaints lodged on SEBI Complaints Redress System (SCORES)platform and submitting Action Taken Reports:

As explained above the office is not yet fully functional. The delay was not donedeliberately or intentionally or due to negligence on the part of the Company. Howeverthe complaints are now resolved and closed by the SEBI. As on date there are nocomplaints pending with the Company and / or SEBI.

Non – filing of Form PAS – 3 (earlier Form-2) for allotment of Equity sharesmade on 30th April 2010:

In respect of allotment of Equity shares against consideration other than cash theCompany has to file stamped document with the Registrar of Companies along with Form PAS– 3 (earlier Form 2) i.e. Return of Allotment. Due to the pendency of payment ofstamp duty on High Court Order dated 16th July 2009 the Company is not able tofile the said form with the Registrar of Companies in respect of Equity Shares allotted toDr. Laxman V. Kulkarni.

Hundred percent of shareholding of promoters and promoters group is not indematerialized form:

As explained earlier due to technical issues some formalities in respect of 2900879Equity shares issued by the Scheme of Arrangement and Amalgamation to promoter are not yetcompleted; hence those shares and 5417000 Equity shares further issued by the Companythrough private placement to promoter are yet to be listed. As the allottee can notdematerialize the securities issued to him before listing of the same on the relevantstock exchange the 8317879 Equity shares held by the promoter(s) / promoter group arein physical form. The Company is in a process to resolve the issue.

Independent Directors do not comprise 50% of the Board Strength:

The Company could not appoint new Independent Director in place of the IndependentDirector who has resigned on 12.05.2015. The management was looking for a suitablecandidate to fill the vacancy caused by resignation of previous Independent Director. Nowthe Board of Directors proposes appointment of Independent Director in the ensuing AnnualGeneral Meeting which will now rectify the matter and comply with this requirement.

Composition of Audit Committee:

The Company could not appoint new Independent Director in place of the IndependentDirector who has resigned on 12.05.2015. The management was looking for a suitablecandidate to fill the vacancy caused by resignation of previous Independent Director. Nowthe Board of Directors proposes appointment of Independent Director in the ensuing AnnualGeneral Meeting which will now rectify the matter and comply with this requirement.

Composition of Nomination and Remuneration Committee:

The Company could not appoint new Independent Director in place of the IndependentDirector who has resigned on 12.05.2015. The management was looking for a suitablecandidate to fill the vacancy caused by resignation of previous Independent Director. Nowthe Board of Directors proposes appointment of Independent Director in the ensuing AnnualGeneral Meeting which will now rectify the matter and comply with this requirement.

Requirement of quorum is not met for Audit Committee Meetings:

The Company could not appoint new Independent Director in place of the IndependentDirector who has resigned on 12.05.2015. The Audit Committee meets at regular intervals asprescribed in Regulation 18(2)(a) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. However as the Committee comprises of only 2 members andout of which only 1 member is Independent Director the requirement of quorum is not met.Now the Board of Directors proposes appointment of Independent Director in the ensuingAnnual General Meeting which will now rectify the matter and comply with thisrequirement.

Complaints against Chairman Directors and the Company and notification under MPID Actfor attaching assets of the Company:

The complaints and cases are still pending in the respective court/s. The Chairman andDirectors are not yet convicted. Further Notification published under the MaharashtraProtection of Interest of Depositors in Financial Establishment Act 1999 (MPID) is prima– facie not tenable and the Company will challenge the same before appropriateauthority at appropriate time.

Notice of Recovery of stamp duty received from the Collector of Stamps Mumbai:

Due to severe financial difficulties the Company could not pay the stamp duty. Themanagement is striving hard to sort out the financial issue. Thereafter the Company willsettle the dues.

Rest of the Secretarial Auditor’s observations are self explanatory.

16. Share Capital:

There were no changes in the share capital during the year under review.

17. Extract of the Annual Return:

The extract of annual return as on the financial year ended on 31st March2016 in Form No. MGT-9 is enclosed as Annexure 3 and forms part of the Directors’Report.

18. Conservation of energy technology absorption foreign exchange earnings and outgo:

The Company through constant monitoring selection of energy saving equipments andeducation of staff and guests endeavors to conserve and optimize the use of energy.

The Company does not undertake any research and development activity neither does ituse any imported technology.

Foreign Exchange Earnings : Nil
Foreign Exchange Outgo : Nil

19. Corporate Social Responsibility (CSR):

The provisions of Section 135 of the Companies Act 2013 are not applicable to theCompany.

20. Directors:

Changes in Directors and Key Managerial Personnel (KMP)

Mr. Mukund A. Kulkarni (DIN 03481615) Independent Director resigned with effect from12th May 2015. The Board accepted his resignation. Accordingly the compositionof Board is reconstituted. Now the Board consists of 3 Directors only.

Appointments

Mrs. Veena R. Havele (DIN 00007593) retires by rotation at the ensuing Annual GeneralMeeting and is eligible for re-appointment. Your Directors recommend her re-appointment.

The Board of Directors recommends Shri. Dilip Arvind Prabhune (DIN 01779383) forappointment as an Independent Directors for a fixed term subject to the approval ofshareholders in the ensuing Annual General Meeting pursuant to the provisions of Sections149 and 152 of the Companies Act 2013 and Companies (Appointment and Qualification ofDirectors) Rules 2014 read with Schedule IV and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

The members are requested to approve the re-appointment Shri. Ramesh R. Havele (DIN00007580) as Managing Director of the Company for a further period of five year w.e.f. 25thOctober 2015 done by the Board of Directors subject to members approval.

None of the independent directors will retire at the ensuing Annual General Meeting.

Statement on declaration given by Independent Directors

The Company has received necessary declaration from Independent Director under Section149(7) of the Companies Act 2013 that they meets the criteria of independence laid downin Section 149(6) of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

Relationship between directors inter-se

Mr. Ramesh R. Havele (DIN 00007580) and Mrs. Veena R. Havele (DIN 00007593) are relatedto each other as husband and wife.

Formal Annual Evaluation

The evaluation of the Board and its committees evaluation of performance of individualdirectors and independent directors in compliance with SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Schedule IV and other applicable provisions ofthe Companies Act 2013 was conducted based on the criteria such as the Board compositionand structures effectiveness of board processes information and functioningcontribution of the individual Director to the Board and Committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.

As there was only one Independent Director during the year no separate meeting ofindependent directors could be held in terms of Regulation 25(3) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

The performance of independent directors was evaluated by the entire Board ofDirectors.

Details of familiarisation programmes of Independent Directors

The Company has a policy to keep the Independent Directors informed and updated aboutthe business and the operations of the Company on a continuous / as needed basis. Inorder to familiarise the Independent Directors with the Company and to inform them abouttheir roles rights and responsibilities the Company conducts the orientation programsfor them.

The Company conducts an induction program for every new Independent Director joiningthe Company’s Board covering the organization structure Company’s business andits subsidiaries.

The Company issues detailed letter of appointment to the Independent Directorsdetailing their roles and duties to be performed as an Independent Director on the Boardof the Company.

As there was only one Independent Director during the year and the said IndependentDirector is well familiar with the business and operations of the Company since 2005 nofamiliarisation programme of independent director was conducted during the year.

21. Number of meetings of Board of Directors:

During the financial year 2015 – 2016 6 (Six) meetings of the Board of Directorswere held.

22. Audit Committee:

Mr. Mukund A. Kulkarni (DIN 03481615) resigned with effect from 12th May2015. Accordingly the composition of Committee is reconstituted.

Now the Audit Committee consists of two members only i.e. Mr. Shreeniwas G. Kale (DIN00150957) and Mrs. Veena R. Havele (DIN 00007580).

All recommendations made by the Committee during the year were accepted by the Board.

23. Stakeholders Relationship Committee:

Mr. Mukund A. Kulkarni (DIN 03481615) resigned with effect from 12th May2015. Accordingly the composition of Committee is reconstituted.

Now the Stakeholders Relationship Committee consists of two members only i.e. Mr.Shreeniwas G. Kale (DIN 00150957) Chairman of the Committee and Mrs. Veena R. Havele (DIN00007580).

The Committee reviews and ensures redressal of investor grievances. During the year2015 – 16 2 complaints were received from the shareholders and both the complaintshave been resolved to the satisfaction of shareholders. There are no investor complaintspending as on 31st March 2016.

24. Nomination and Remuneration Committee:

Mr. Mukund A. Kulkarni (DIN 03481615) resigned with effect from 12th May2015. Accordingly the composition of Committee is reconstituted.

Now the Nomination and Remuneration Committee consists of two members only i.e. Mr.Shreeniwas G. Kale (DIN 00150957) Chairman of the Committee and Mrs. Veena R. Havele (DIN00007580).

The Committee has formulated policy on nomination and remuneration of Directors KeyManagerial Personnel Senior Management Personnel and other employees including criteriafor determining qualifications positive attributes and independence of directorperformance evaluation and other matters in compliance with Section 178 of the CompaniesAct 2013 read with rules made there under and SEBI (Listing Obligations and DisclosureRequirement) Regulations 2015.

The said policy is also available on the website of the Company. A web link thereto ishttp://dhanadacorp.com/pdf/ Nomination%20and%20Remuneration%20Policy.pdf.

The Committee operates as per the policy adopted by the Board. All recommendations madeby the Committee were accepted by the Board.

25. Details of establishment of vigil mechanism for directors and employees:

The Company has established Whistle Blower / Vigil Mechanism Policy for directors andemployees to report concerns about unethical behaviour actual or suspected fraud orviolation of the Company’s Code of Conduct and Ethics. The said policy is alsoavailable on the website of the Company. A web link thereto is http://dhanadacorp.com/pdf/Vigil%20Mechanism%20Policy.pdf.

26. Particulars of contracts or arrangements with related parties:

The Company has not entered into any contracts or arrangements with related partiesreferred to in Section 188(1) of the Companies Act 2013.

The Company has formulated policy on materiality of Related Party Transactions and alsoon dealing with Related Party Transactions in compliance with SEBI (Listing Obligationsand Disclosure Requirement) Regulations 2015. During the year the Company has not enteredinto any transaction with related parties which could be considered material in accordancewith the policy of the Company on related party transactions and listing agreement.

The said policy is available on the website of the Company. A web link thereto ishttp://dhanadacorp.com/pdf/ Related_Party_Transactions_Policy.pdf.

27. Managerial Remuneration:

No director draws any remuneration from the Company.

Remuneration of Key Managerial Personnel (KMP)

Name of KMP Designation Remuneration in 2015 – 16 Remuneration in 2014 – 15 % Increase of remuneration
(Rs.) (Rs.)
* Mr. Ramesh Pradhan Chief Financial Officer 288000 37714 NA**

*Appointed w.e.f. 13.02.2015

**Annual increase in remuneration is not applicable as the appointment was made on13.02.2015 and remuneration for F.Y. 2014-15 is for the period 13.02.2015 to 31.03.2015only.

Median Remuneration of Employees (MRE) was Rs. 9350/- and Rs. 8350/- in the financialyear 2015 – 16 and 2014 – 15 respectively. The increase in MRE in the financialyear 2015 - 16 as compared to financial year 2014 -15 is 11.98%.

The number of permanent employees on the rolls of the Company as on 31.03.2016 and31.03.2015 are 30 and 28 respectively.

The revenue of the Company has gone down by 1.04%. The Company has suffered losses. Theremuneration of the employees has decreased by 1.44%.

The closing price of the Company’s equity shares on BSE as of 31.03.2016 was Rs.6.10 representing a 39% decrease over IPO price.

It is affirmed that the remuneration of employees and KMPs is as per the remunerationpolicy of the Company.

No director draws any remuneration from the Company.

No employee of the Company is receiving remuneration exceeding the limits prescribedunder Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

28. Risk Management Policy:

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has laid down procedures to inform Board members about the riskassessment and minimization procedures. The Board of Directors has also framed RiskManagement Policy / Plan. The said policy is available on the website of the Company. Aweb link thereto is http://dhanadacorp.com/pdf/Risk%20Management%20Policy.pdf.

29. Corporate Governance and Management Discussion and Analysis Report:

The Company is committed to achieve business excellence and stakeholders’ welfarethrough good corporate governance and adhere to the corporate governance requirements setout by SEBI. As per SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 Management Discussion and Analysis Report and Report on Corporate Governance alongwith Certificate of Compliance from Auditors are annexed and form part of theDirectors’ Report.

30. Directors’ Responsibility Statement:

The Directors of the Company hereby state that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting frauds and otherirregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;

f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

31. Acknowledgements:

The Directors express their sincere thanks to Dhanada Holdings Private Limited theparent company the Bankers employees and stakeholders for their continued support andthe faith and belief shown by them.

For and on behalf of the Board of Directors
DHANADA CORPORATION LIMITED
Ramesh R. Havele Veena R. Havele
Place : Pune Chairman Managing Director & CEO Director
Date : 12th August 2016 (DIN 00007580) (DIN 00007593)