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Dhanalaxmi Roto Spinners Ltd.

BSE: 521216 Sector: Industrials
NSE: N.A. ISIN Code: INE220C01012
BSE 14:28 | 19 Feb 48.60 2.30
(4.97%)
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OPEN 48.45
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VOLUME 3094
52-Week high 48.60
52-Week low 15.00
P/E 5.79
Mkt Cap.(Rs cr) 19
Buy Price 48.60
Buy Qty 58741.00
Sell Price 0.00
Sell Qty 0.00
OPEN 48.45
CLOSE 46.30
VOLUME 3094
52-Week high 48.60
52-Week low 15.00
P/E 5.79
Mkt Cap.(Rs cr) 19
Buy Price 48.60
Buy Qty 58741.00
Sell Price 0.00
Sell Qty 0.00

Dhanalaxmi Roto Spinners Ltd. (DHANALAXMIROTO) - Director Report

Company director report

Dear Shareholders

Your Directors take pleasure in presenting the Thirtieth (30th) Annual Report ofyour Company together with the Audited Statements of Accounts for the year ended 31stMarch 2017.

1. FINANCIAL RESULTS:

The Company's financial performance for the year under review along with previousyear's figures is given hereunder:

Particulars Year ended March 312017 (Rs) Year ended March 31 2016 (Rs)
Revenue from Operations 530256786 497304312
Other Income 12278073 14229613
Total Income 542534859 511533925
Expenses 512733671 499602648
Profits before exceptional and extraordinary items and tax 29801188 11931277
Exceptional Items 362500 (98765)
Profit Before Tax 29438688 12030042
Less: Tax Expenses 9703559 4012758
Net Profit After Tax 19735129 8017284

2. REVIEW OF OPERATIONS:

During the year under review your Company has made a Gross Income of Rs.542534859/-when compared to Rs. 511533925/- in the previous year. Net profitbefore Taxation earned during the year under review amounted to Rs. 29438688/- asagainst Rs. 12030042/- in the previous year. Profit after Tax was at Rs.19735129/- as against Rs. 8017284/-ofearlieryear.

3. DIVIDEND:

To conserve the reserves of the Company the Company has not proposeel$anydividend duringtheyear.

4. RESERVES:

The Company proposes to transfer Rs. 19735129/-to general reserves for the FinancialYear 2016-17. With this addition the total Reserves & Surplus (including CapitalReserve Securities Premium Reserve Central Subsidy General Reserve and Surplus) as onMarch 31 2017 is Rs.69231355/-as against the Paid up Capital of Rs.39003000/-

5. DIRECTORS :

Mr. Anirudh Inani Whole Time Director of the company retires at this Annual GeneralMeeting and being eligible seeks reappointment. The Board recommend his appointment.

Based on recommendation of Nomination and Remuneration committee and subject to theapproval of members of the company at the ensuing Annual General Meeting your Board ofDirectors at their meeting held on 01/12/2016 changed the remuneration of Mr. RajkumarInani from Rs.90000/- per month to Rs. 250000/- per month w.e.f. 01/12/2016 for theremaining tenure of his appointment as Managing Director.

Board has also Changed the remuneration of Mr. Narayan Inani from Rs. 85000/- per monthto Rs. 250000/- per month w.e.f. 01/12/2016 for the remaining tenure of his appointmentas Executive Director and of Mr. Anirudh Inani from Rs. 80000/- per month to Rs.250000/- per month w.e.f. 01/12/2016 for the remaining tenure of his appointment asWhole Time Director.

6. INDEPENDENT DIRECTORS (DECLARATION OF INDEPENDENT DIRECTOR):

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

7. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW :

The names of the Directors on the Board their attendance at Board Meetings held duringthe year is given below:

Name of the Director

Dates of Meeting

Total Number of Meetings attended No. of Outside Directorships of Public Companies No. of Committee Memberships No. of Committee Chairman- ships Whether Last AGM Attended or not
30/05/16 31/07/16 13/09/16 10/11/16 01/12/16 10/02/17
Rajkumar Inani Yes Yes Yes Yes Yes Yes 6 1 2 - Yes
Narayan Inani Yes Yes Yes Yes Yes Yes 5 - - - Yes
Anirudh Inani Yes Yes Yes Yes Yes Yes 6 - - - Yes
Shyamsundar Jakhotia Yes Yes Yes Yes Yes Yes 6 - 3 1 Yes
Kasturi Nagendra Prasad Yes Yes Yes Yes Yes Yes 6 - 3 - Yes
Simanth Roy Chowdhury Yes Yes Yes Yes Yes Yes 6 - - 1 Yes
Natasha Inani Yes Yes Yes Yes .as Yes 6 - - - Yes

8. DIRECTORS RESPONSIBILITY STATEMENT: '

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:-

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 this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

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

e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively. Internal financial control means the policies andprocedures adopted by the Company for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.

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.

9. STATUTORY AUDITORS:

M/s G.D Upadhyay & Co Chartered Accountants are the Statutory Auditors of theCompany and shall hold office up to the conclusion of the ensuing Annual General Meeting.In terms of provisions of section 139(2) of the Companies Act 2013 read with rules madethere under no listed company shall appoint an audit firm as auditor for more than twoterms of five consecutive years. It further provides that an audit firm which hascompleted its term as mentioned above shall not be eligible for re-appointment as auditorin the same company for five years from the completion of such term. It is also providedthat every company existing on or before the commencement of this section and which isrequired to comply with provisions of this section shall comply with the requirements ofthis section within three years.

In the light of the aforesaid provisions your Board of Directors recommend theappointment of M/s Jeedigunta & Co. Chartered Accountants as Statutory Auditors ofthe Company in place of M/s G.D Upadhyay & Co Chartered Accountants for a period offive years to hold office from the conclusion of this ensuing Annual GeneralMeeting till the conclusion of Annual General Meeting to be held in 2022 subject to theratification of their appointment at every Annual General Meeting.

M/s. Vinay Surana & Co. Chartered Accountants are the internal Auditors of theCompany and M/s. Baheti Gupta & Co. Company Secretaries are the Secretarial Auditorsof the Company.

10. AUDITORS REPORT (EXPLANATION OR COMMENTS ON REMARKS DISCLAIMERS MADE BYTHL AUDITORAND THE COMPANY SECRETARY IN THEIR REPORTS):

The Auditors' Report is unmodified i.e. it does not contain any qualificationreservation or adverse remark.

Further the Secretarial Audit report is self explanatory and your Board in response tothe observations of Secretarial Auditors submits that the Company registered office is atremote place and thus the company is unable to find a candidate for the post of CompanySecretary Further the promoters are in the process of getting their holdingdematerialized.

11. ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is furnished in Annexure Aand is attached to this Report.

12. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Joint venture or Associate Company.

13. LOANS GUARANTEES INVESTMENTS MADE OR SECURITIES PROVIDED:

The Company has complied with the provisions of Loans guarantees investments made orsecurities provided under Section 186 of the Companies Act 2013.

14. RELATED PARTY TRANSACTIONS :

The particulars of Contracts or Arrangements made with related parties pursuant toSection 188 is furnished in Annexure Band is attached to this report

15. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

16. LISTING:

Your Company's shares are presently listed on The Bombay Stock Exchange Limited. YourCompany is regular in parent of listing fees to The Bombay Stock Exchange Limited; ScripCode is 521216 & Scrip IU: CHANROTO

17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO:

As required by the provisions of Companies Act 2013 the relevant informationpertaining to conservation of energy technology absorption and foreign exchange earningsand outgo are given under:

A. Conservation of Energy:

Adequate measures have been taken to reduce energy consumption wherever possible.There were no additional investments made for the conservation of energy during the periodunder review.

B. I) Research and Development (R&D):

a) Specific areas in which R&D has been carried out by the company : NIL
b)Benefits derived as a result of the above R&D : NIL
c)Future plans of action : NIL
d)Expenditure on R&D : NIL
II) Technology Absorption Adaptation and Innovation:
a) Technology Imported : NIL
b) Year of Import : NIL
c) Has the technology been fully absorbed : NIL
d) Technical collaborator : NIL

C. Foreign Exchange Earnings and Outgo:

Amount (Rs.)
Particulars FY 2016-17 FY 2015-16
Earnings : Nil Nil
Outgo : 446886829 389467612

18. PARTICULARS OF EMPLOYEES :

There is no employee who if employed throughout the financial year was in receipt ofremuneration for that year which in the aggregate was not less than One Crore and TwoLakhs rupees or if employed for a part of the financial year was in receipt ofremuneration for any part of that year at a rate which in the aggregate was not lessthan Eight lakh and Fifty thousand rupees per month or if employed throughout thefinancial year or part thereof was in receipt of remuneration in that year which in theaggregate or as the case may be at a rate which in the aggregate is in excess of thatdrawn by the managing director or whole-time director or manager and holds by himself oralong with his spouse and dependent children not less than two percent of the equityshares of the company and thus consequently no information is required to be provided inthis regard in accordance with the provisions of Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 of the Companies Act 2013 .

19. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS :

The Company has effective 'internal financial controls' that ensure an orderly andefficient conduct of its business including adherence to company's policies safeguardingof its assets prevention and detection of frauds and errors accuracy and completeness ofthe accounting records and timely preparation of reliable financial information.

There are adequate controls relating to strategic operational environmental andquality related aspects too.

While these controls have been effective through-out the year these are reviewed on aperiodic basis for any changes/ modifications to align to business needs.

20. GOODS AND SERVICESTAX (GST):

The introduction of Goods and Services Tax (GST) is a very significant step in thefield of indirect tax reforms in India. By amalgamating a large number of Central andState taxes into a single tax it would mitigate cascading or double taxation in a majorway and pave the way for a common national market.The transition to GST scenario is amajor change process and the Company has established a dedicated team to evaluate theimpact analysis and carry out changes to the business process & IT systems as per theGST framework.

21. TRANSFER OF UNCLAIMED DIVIDEND FUND:

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

22. MATERIALCHANGESANDCOMMITMENTIFANY:

There were no material changes and commitments affecting financial position of thecompany.

23. RISK MANAGEMENT POLICY:

The Board of Directors of the Company formulates implements and monitors the riskmanagement framework for the Company.

The Board evaluates risk management systems and internal financial controls. The Boardreviews the internal audit findings provides guidance on internal controls and ensuresthatthe internal audit recommendations are implemented.

The responsibility for management of risks vests with the Managers responsible for theday-to-day conduct of affairs of the Company. The Managers are required to ensure thatStandard Operating Procedures (SOPs) for major areas of operations are in place clearlydelineating the accountabilities in the systems/ process chains. Such SOPs are alsorequired to be regularly reviewed for ensuring superior quality thereof.

24. CORPORATE SOCIAL RESPONSIBILITY :

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives asthe said provisions are not applicable.

25. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid up capital of the Company is less than Rs. 10 Crores and Networth of theCompany is less than Rs. 25 Crores Corporate Governance is not applicable.

26. AUDIT COMMITTEE :(Constituted in terms of section 177 of the Companies Act2013 read with Regulation 18 of SEBILODR Regulations 2015)&VIGIL MECHANISM:

A.BRIEF DESCRIPTION OF TERMS OF REFERENCE :

The Company has constituted a qualified and independent Audit Committee which acts as alink between the management external and internal auditors and the Board of Directors ofthe Company. The Committee is responsible for overseeing the Company's financial reportingprocess by providing direction to audit function and monitoring the scope and quality ofinternal and statutory audits. The brief description of the terms of reference of theCommittee is given below:

• Overview of the Company's financial reporting process and disclosure of itsfinancial information to ensure that the financial statements reflect a true and fairposition and that sufficient and credible information is disclosed.

• Recommending the appointment and removal of external auditors fixation of auditfee and also approval for payment for any other services.

• Discussion with external auditors before the audit commences of the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.

• Reviewing the financial statements and draft audit report including quarterly/half yearly financial information.

• Reviewing with management the annual financial statements before submission tothe Board focusing on:

a) Any changes in accounting policies and practices;

b) Qualification in draft audit report;

c) Significant adjustments arising out of audit;

d) The going concern concept;

e) Compliance with accounting standards;

f) Compliance with stock exchange and legal requirements concerning financialstatements and

g) Any related party transactions

• Reviewing the company's financial and risk management's policies.

• Disclosure of contingent liabilities.

• Reviewing with management external and internal auditors the adequacy ofinternal control systems.

• Reviewing the adequacy of internal audit function including the auditcharacter the structure of the internal audit department approval of the audit plan andits execution staffing and seniority of the official heading the department reportingstructure coverage and frequency of internal audit.

• Discussion with internal auditors of any significant findings and follow-upthereon.

• Reviewing the findings of any internal investigations by the internal auditorsinto the matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board.

• Looking into the reasons for substantial defaults in payments to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors.

• Reviewing compliances as regards the Company's Whistle Blower Policy

B. COMPOSITION MEETINGS & ATTENDANCE :

The composition of the Audit Committee and the details of meetings attended by itsmembers are given below:

The Audit Committee met Four times during the year on 29.05.2016 12.09201610.11.2016and 09.02.2017.:

Name Designation Category No. of Meetings held No. of Meetings attended
K. N. Prasad Chairman Non-Executive Director(Independent) 4 4
Shyamsundar Jakhotia Member Non-Executive Director(Independent) 4 4
Narayan Inani Member Executive Director cum CFO 4 4

C. VIGIL MECHANISM :

The Vigil Mechanism as envisaged in the Companies Act 2013 the Rules prescribedthereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is implemented through the Company's Whistle Blower Policy to enable the Directorsemployees and all stakeholders of the Company to report genuine concerns to provide foradequate safeguards against victimisation of persons who use such mechanism and makeprovision for direct access to the Chairman of the Audit Committee.

27. NOMINATION AND REMUNERATION COMMITTEE : (Constituted in terms of section 178 of theCompanies Act 2013 read with Regulation 19 of SEBI LODR Regulations 2015).

The Committee comprises of three Non-Executive independent Directors.

A. BRIEF DESCRIPTION OFTERMSOF REFERENCE :

• To approve the fixation/revision of remuneration of Executive Directors of theCompany and while approving:

a) to take into account the financial position of the Company trend in the industryappointee's qualification experience past performance past remuneration etc.

b) to bring out objectivity in determining the remuneration package while striking abalance between the interest of the Company and the Shareholders.

• To identify persons who are qualified to become Directors and who may beappointed in senior management in accordance with the criteria laid down and to recommendto the Board their appointment and/or removal.

• To carry out evaluation of every Director's performance.

• To formulate the criteria for determining qualifications positive attributesand independence of a Director and recommend to the Board a policy relating to theremuneration for the Directors key managerial personnel and other employees.

• To formulate the criteria for evaluation of Independent Directors and the Board.

• To recommend/review remuneration of the Managing Director and Executive Directorbased on their performance and defined assessment criteria.

B. COMPOSITION OFTHE COMMITTEE MEETINGS AND ATTENDANCE DURING THE YEAR:

The Nomination and Remuneration Committee met two times during the year on29.05.2016and 20.11.2016.

Name Designation Category No. of Meetings held No. of Meetings attended
Simanth Roy Chowdhury Chairman Non-Executive Director (lndependent) 2 2
Shyamsundar Jakhotia Member Non-Executive Director (Independent) 2 2
K.N. Prasad Member Non-Executive Director (Independent) 2 ""1

28. PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

The Nomination & Remuneration Committee shall evaluate each individual with theobjective of having a group that best enables the success of the company's business.

Policy:

1. The Nomination and Remuneration Committee and the Board shall review on annualbasis appropriate skills knowledge and experience required of the Board as a whole andits individual members. The objective is to have a board with diverse background andexperience that are relevant for the Company's operations.

2. In evaluating the suitability of individual Board member the NR Committee may takeinto account factors such as:

• General understanding of the company's business dynamics global business andsocial perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics integrity and values;

• Willingness to devote sufficient time and energy in carrying out their dutiesand responsibilities effectively.

2.1 The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the companies Act 2013;

• shall endeavour to attend all Board Meeting and wherever he is appointed as aCommittee Member the Committee Meeting;

• shall abide by the code of Conduct established by the company for Directors _senior Management personnel;

• shall disclose his concern or interest in any company or companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafter whenever there is achange in the disclosures already made;

• Such other requirements as may be prescribed from time to time under thecompanies Act 2013.

3. Criteria of independence :

3.1 The Nomination & Remuneration Committee shall assess the independence ofDirectors at time of appointment/ re-appointment and the Board shall assess the sameannually. The Board shall re-assess determinations of independence when any new interestor relationships are disclosed by a Director.

3.2 The criteria of independence shall be in accordance with guidelines as laid down incompanies Act 2013 and Regulation 16(b) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

3.3 The independent Director shall abide by the "code for independent Directors"as specified in Schedule IV to the companies Act 2013.

4. Other directorships/committee memberships

4.1 The Board members are expected to have adequate time and expertise and experienceto contribute to effective Board performance. Accordingly members should voluntarilylimit their directorships in other listed public limited companies in such a way that itdoes not interfere with their role as director of the company. The Nomination andRemuneration Committee shall take into account the nature of and the t > involved in adirector service on other Boards in evaluating the suitability of the individual [.rector and making its recommendations to the Board.

4.2 None of the Director of the Company is holding Directorship in other company inexcess of *he limits prescribed under the companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Further the membership andchairmanship held by the Directors in different committees of the Board across all thecompanies is within the limits prescribed therein.

4.3 The details of the Directors Committee members and chairmanships is given inclause 7 above of this report.

29. STAKEHOLDER'S RELATIONSHIP COMMITTEE: (Constituted in terms of section 178 of theCompanies Act 2013 read with Regulation 20 of SEBI LODR Regulations 2015):

The Company has constituted a Stakeholders' Relationship Committee pursuant to theprovisions of Regulation 20 of the SEBI Listing Regulations and Section 178 of the Act.

i. Terms of Reference:

The Committee considers and resolves the grievances of the security holders. TheCommittee also reviews the manner and time-lines of dealing with complaint lettersreceived from Stock Exchanges/SEBI/Ministry of Corporate Affairs etc. and the responsesthereto. Based on the delegated powers of the Board of Directors the Managing Directorapproves the share transfers/transmissions on a regular basis and the same is reported atthe next meeting of the Committee normally held every quarter.

ii. Composition:

The composition of the Stakeholders' Relationship Committee and the details of meetingsattended by its members are given below.

The Stakeholders' Relationship Committee met four times during the year on 11.04.201612.07.201610.10.2016and 11.01.2017.

Designation Category No. of Meetings held No. of Meetings attended
Shyamsundar Jakhotia Chairman Non-Executive Director! Independent) 4 4
K.N. Prasad Member Non Executive Director (Independent) 4 4
Rajkumar Inani Member Managing Director 4 4

30. DETAILS OF COMPLAINTS / REQUESTS RECEIVED. RESOLVED AND PENDING DURING THE YEAR2016-17 :

NUMBER OF COMPLAINTS NUMBER
Number of complaints received from the investors comprising non - receipt of securities sent for transfer and transmission. NIL
Complaints received from SEBI / Registrar of Companies / Bombay Stock Exchange / National Stock Exchange/ SCORE and so on NIL
Number of complaints resolved NA
Number of complain'.: not resolved to the satisfaction of the investors as on March 31 2017 NA
Complaints pending as on March 31 2017 NIL
Number of Share transfers pending for approval as on March 31 2017 NIL

31. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

a) Industry Structure and Developments:

The Company is mainly engaged in Trading Activity in the line of Textiles Paper andWood Pulp.

The Company has established itself in Paper and Wood Pulp market. The Comi is tryingto improve on small beginning made in last couple of years in commodity trading andexports.

b) Opportunities and threats :

The Company feels happy to inform that it has established itself in the Indian WoodPulp Market. Giving timely and excellent services company has established dedicatedcustomers whose base is steadily improving. However the Wood Pulp market fluctuatesaccording to international rates which effect margins and being a trader the company isvery much dependent on buyers and sellers for its growth.

During the year under review the international market for wood pulp was stable. If thesame trend continues company can further improve its presence in wood pulpmarket. The Company is still trying to stabilize its export market (export of commoditiesas merchant exporter).

c) Risk and Concerns:

Wood Pulp rates fluctuate according to international market and being trader Company isdependent on its buyers and suppliers. The Company is exposed to stiff competition andforeign currency fluctuations in its operation. Commodity export market has good scopehowever Company has to compete and supply goods' at international prices. Governmentpolicies on commodity export keep on changing based on local production/consumptionpattern

d) Internal Control system and their adequacy:

The Company has a proper and adequate system of internal control proportionate to itssize and volume of business. The internal control system of the Company is designed toensure that the financial and other records are reliable for preparing financialstatements and other data for maintaining accountability of assets.

e) Discussion of Financial Performance with respect to Operational Performance:

The Financial Statements are prepared under the historical cost convention inaccordance with Indian generally accepted accounting principles and the provisions ofIndian Companies Act. All Income and Expenditure having a material bearing on theFinancial Statements are recognized on accrual basis. The Management has taken utmost carefor the integrity and the objectivity of these Financial Statements as well as forvarious estimates and judgments used therein

f) Material developments in Human Resources/Industrial Relations front includingnumber of people involved:

The Company continues to maintain excellent relationship with its buyers and sellers.Relationship with the staff is quite cordial and supportive for continuous human resourcedevelopment. During the year under review Company performance has improved due to effortsput in by the existing and additional staff recruited.

g) Cautionary Statement:

Statements in the Management Discussion and Analysis describing the Company'sobjectives projections estimates expectations may be "forward-lookingstatements" within the meaning of applicable securities laws and regulations. Actualresults could differ materially from those expressed or implied. Important factors thatcould make a difference to the Company's operations include economic conditions affectingdemand/supply and price conditions in the domestic and international markets in which theCompany operates changes in the Government regulations tax laws and other statues andother incidental factor.

32.COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES :

The company has Nomination and Remuneration committee consisting of Mr. Simanth RoyChowdhury as Chairman and Mr. Shyam Sunder Jakhotia and Mr. K.N. Prasad as members. Theremuneration and sitting fees paid to the Board members are based on the recommendation ofNomination and Remuneration Committee.

CRITERIA FOR MAKING PAYMENTS TO DIRECTORS :

Policy:

1. Remuneration to Executive Director and key managerial personnel

1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committeeshall review and approve the remuneration payable to the Executive Director of the companywithin the overall limit approved by the shareholders.

1.2 The Board on the recommendation of the Nomination and Remuneration committee shallalso review and approve the remuneration payable to the key managerial personnel of thecompany.

1.3 The remuneration structure to the Executive Director and key managerial personnelshall include Basic pay and Perquisites and Allowances

1.4 The Annual plan and Objectives for Executive committee shall be reviewed by theNomination and Remuneration committee and Annual performance Bonus may be approved by thecommittee based on the achievement against the Annual plan and Objectives.

2. Remuneration to Non - Executive Directors:

2.1 Presently the Company's policy on remuneration does not provide for remuneration toNon-Executive Directors except for payment of sitting fees for attending the meetings ofthe Board.

2.2. Further the executive Directors are not paid any sitting fees for attendingmeetings of the Board.

3. Remuneration to other employees:

3.1.Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levels for equivalent jobs.

Remuneration to Directors:

The remuneration and perks paid during the year to Mr. Anirudh Inani Whole timeDirectors is Rs. 1640000/- Mr. Rajkumar Inani Managing Director is Rs. 1720000/-andMr. Narayan Inani Executive Director is Rs. 1680000/-.

Sitting Fees:

Sitting Fees to Non- Executive Directors is paid at Rs. 4000/- per meeting details ofwhich are as under:

Non- Executive Directors Sitting Fees (Rs)
Mr. K.N.Prasad 24000
Mr. Simanth Roy Chowdhury 24000
Mr. Shyam Sundar Jakhotia 24000
Mrs. Natasha Inani 24000

33. SECRETARIAL STANDARDS:

The company is in compliance with Secretarial Standards 1 (Board Meeting) &Secretarial Standards 2 (General Meeting) as issued by the Institute of CompanySecretaries of India and notified by the Ministry of Corporate Affairs.

34. INDEPENDENT DIRECTORS' MEETING:

As per clause 7 of the schedule IV of the Companies Act (Code for IndependentDirectors) a separate meeting of the Independent Directors of the Company (without theattendance of Non-Independent Directors) was held on 12.02.2017todiscuss:.

1. Evaluation of the performance of Non Independent Directors and the Board ofDirectors as whole;

2. Evaluation of the quality content and timelines of flow of information between themanagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties. All the Independent Directors of the Company were present at themeeting. As required under Regulation 34(3) read with Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the company regularlyfamiliarizes Independent Directors with the Company their roles rights responsibilitiesin the company nature of the industry in which the company operates business model ofthe company etc.

The meeting also reviewed and evaluated the performance of non-independent directors.The company has 4 non-independent directors namely:

i.) Mr. Rajkumarlnani -Managing Director

ii.) Mr. Narayanlnani -Executive Director cum CFO

iii.) Mr. Anirudhlnani -Whole Time Director cum Compliance Officer

iv.) Mrs. Natasha Inani-Director

The meeting recognized the significant contribution made by Mr. Rajkumar Inani indirecting the Company towards the success path. The meeting also reviewed and evaluatedthe performance the Board as whole in terms of the following aspects:

• Preparedness for Board/Committee meetings

• Attendance at the Board/Committee meetings •

• Guidance on corporate strategy risk policy corporate performance andoverseeing acquisitions and disinvestment.

• Monitoring the effectiveness of the company's governance practices

• Ensuring a transparent board nomination process with the diversity ofexperience knowledge perspective in the Board.

• Ensuring the integrity of the company's accounting and financial reportingsystems including the independent audit and that appropriate systems of control are inplace in particular systems for financial and operational control and compliance withthe law and relevant standards.

It was noted that the Board Meetings have been conducted with the issuance of propernotice and circulation of the agenda of the meeting with the relevant notes thereon.

35. BOARDS EVALUATION :

The Board of Directors of your company has devised a Policy for annual evaluation ofits own performance performance of its Independent Directors Committees and otherindividual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

36. DETAILS ON GENERAL BODY MEETINGS:

Location date and time of last three AGM's and special resolutions there at as under:

Financial Year Date Time Location Special Resolution
2015-16 30.09.2016 9:30AM Sy.No.114 & 115 Station Road Thimmapur-509325 Mahabubnagar District Telangana NIL
2014-15 30.09.2015 9:30AM Sy.No.114 & 115 Station Road Thimmapur-509325 Mahabubnagar District Telangana 1. Approval for Enhancement of borrowing power of the company upto Rs. 100 crores pursuant to Section 180(l)(c) of the Companies Act 2013 and the Rules made there under
2. Appointment of Mr. Narayan Inani as Executive Director for the term of three years and fixing of remuneration.
3. Change in Tenure of Mr. Anirudh Inani Whole Time Director.
4. Change in terms of remuneration of Mr. Rajkumar Inani Managing Director
2013-14 30.09.2014 9:30AM Sy.No.114 & 115 Station Road Thimmapur-509325 Mahabubnagar District Telangana 1. Amendment of Articles of Association of the Company.

37. SHARE CAPITAL:

A. RIGHTS ISSUE OF SHARES:

No shares were issued on rights basis during the year under review.

B. PREFERENTIAL ALLOTMENT OF SHARES ON PRIVATE PLACEMENT BASIS :

No Preferential allotment of shares on private placement basis was made during the yearunder review.

C. BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under review.

D. SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the yeqj- under review.

E. BONUS SHARES:

No Bonus Shares were issued during the year under review.

F. EMPLOYEES STOCK OPTION PLAN :

The Company has not provided any Stock Option Scheme to the employees.

G. SHARES WITH DIFFERENTIAL VOTING RIGHTS:

The Company has not issued any Equity Shares with differential voting rights during thefinancial year under review.

38. POLICY ON SEXUAL HARASSMENT:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.All employees (permanent contractual temporary trainees) are covered underthis Policy. The Policy is gender neutral.

During the year under review the Company has not received any complaints pertaining toSexual Harassment.

39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS :

There are no significant and material orders that were passed by the regulators orcourts or tribunals against your Company.

40. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:

The information given pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is given below:

Name of the Director Remuneration of the F.Y 2016-17 Remuneration of the F.Y 2015-16 % increase in the Remuneration in 2017 as compared to 2016 Ratio of Remuneration to MRE Comparison of the Remuneration of the KMP against the performance of the Company.
Rajkumar Inani Managing Director 1720000 1065000 61.50 8.95 Remuneration increased by 61.50% whereas profit before tax increased by 144.71%
Anirudh Inani Whole Time Director 1640000 960000 70.83 8.55 Remuneration increased by 70.83% whereas profit before tax increased by 144.71%
Narayan Inani Executive Director cum CFO 1680000 1020000 64.70 8.75 Remuneration increased by 64.70% whereas profit before tax increased by 144.71%

OTHER DISCLOSURES:

The total number of permanent employees of the company during the Financial Year2016-17 were Seventeen.

The total remuneration paid to Directors was Rs. 5040000/-against the net profits ofthe company after tax amounting to Rs. 19735129/-. There was an increase in theremuneration paid to the Directors during the financial year 2016-17 as compared to theremuneration paid during the year 2015-16. '

The percentage increase in the median remuneration of employees in the currentfinancial year is 28.

Average percentage increase made in the salaries of employees other than managerialpersonnel in the Financial year i.e. 2016-17 was 44.54% whereas increase in managerialremuneration forthe Financial Year 2016-17 was 65.52%.

Increase in remuneration of the Managing Director and Whole Time Director and ExecutiveDirector is decided based on the individual performance inflation prevailing industrytrends and benchmarks.

Non-Executive Directors and Independent Directors are paid sitting fees only for themeetings of the Board attended by them. Further no sitting fees is paid for attending themeetings of the committees of the Board.

There is no employee receiving any remuneration in excess of remuneration paid to anyDirector. Further the remuneration payable to Directors is as per the remuneration policyof the Board of Directors as recommended by Nomination and Remuneration Committee.

41. ACKNOWLEDGMENTS

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed or your Company.

By Order of the Board
For DHANALAXMI ROTO SPINNERS LIMITED
Sd/- Sd/-
Place: Thimmapur Date : 31/08/2017 NARAYAN INANI RAJKUMAR INANI
Executive Director cum CFO Managing Director
(DIN:00525403) (DIN: 00885466)