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Dhanalaxmi Roto Spinners Ltd.

BSE: 521216 Sector: Industrials
NSE: N.A. ISIN Code: INE220C01012
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VOLUME 1000
52-Week high 27.70
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P/E 4.40
Mkt Cap.(Rs cr) 9
Buy Price 21.70
Buy Qty 250.00
Sell Price 0.00
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OPEN 21.90
CLOSE 22.65
VOLUME 1000
52-Week high 27.70
52-Week low 12.60
P/E 4.40
Mkt Cap.(Rs cr) 9
Buy Price 21.70
Buy Qty 250.00
Sell Price 0.00
Sell Qty 0.00

Dhanalaxmi Roto Spinners Ltd. (DHANALAXMIROTO) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in submitting the Twenty Eigth Annual Report together withAudited Statement of Accounts of the Company for the year ended 31st March 2015.

FINANCIAL RESULTS

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

(Rupees In Lacs)
Year Ended Year Ended
Particulars 31-3-2015 31-3-2014
Revenue from Operations 4549.66 3972.14
Other Income 80.02 52.32
Total Income 4629.68 4024.46
Expenses 4405.33 3958.60
Profit before Exceptional Items Extra Ordinary Items and Tax 224.35 65.86
Exceptional Items 1.34 1.24
Profit before Tax 223.01 64.62
Less: Tax Expenses 78.06 19.09
Net Profit After Tax 144.95 45.53

2. REVIEW OF OPERATIONS:

During the year under review your Company has made a Gross Income of Rs 4629.68 Lacswhen compared to Rs. 4024.46 Lacs in the earlier year. Net profit before Taxation earnedduring the year under review amounted to Rs.223.01Lacs as against Rs. 64.62 Lacs in theprevious year. Profit after Tax was at Rs. 144.95 Lacs as against Rs. 45.53 Lakhs ofearlier year.

3. DIVIDEND

To conserve the reserves of the Company the Company has not proposed any dividendduring the year.

4. RESERVES:

The Company proposes to transfer Rs. 144.95 Lacs to General Reserves for the FY2014-15. With this addition the total Reserves & Surplus (including Capital ReserveSecurities Premium Reserve Central Subsidy General Reserve and Surplus) as on March 312015 is Rs. 423.04 Lacs as against the Paid up Capital of Rs. 390.03 Lacs.

5. DIRECTORS

Mr. Rajkumar Inani Managing Director retires at this Annual General Meeting and beingeligible offer himself for reappointment. His designation was changed from Whole TimeDirector to Managing Director at the Annual General Meeting of the Company held on30/09/2014. Further the Board of Directors of the Company at their meeting held on31/07/2015 changed the remuneration of Mr. Rajkumar Inani from Rs. 85000 per month to Rs.90000 per month w.e.f. 01/07/2015 for the remaining tenure of his appointment as ManagingDirector and the same has being put for approval of member at this Annual General Meeting.

Mrs. Natasha Inani was appointed as Additional Director on 10/03/2015 and she holdsoffice till the date of this Annual General Meeting. A notice has been received from amember proposing her candidature for reappointment as Director and the same has being putfor approval of member at this Annual General Meeting.

Further during the year under review Mr. Shyam Sunder Jakhotia Independent Director wasappointed as Chairman with effect from 10/03/2015 and Mr. Narayan Inani was appointed asCFO of the company w.e.f. 30/05/2014.

Also the term of Mr. Airudh Inani who was appointed as Whole Time Director on30/06/2009 came to end on 29/06/2014. He was further appointed as Whole Time Director atthe Annual General Meeting of the Company held on 30/09/2014

Also the term of Mr. Narayan Inani who was appointed as Executive Director on01/07/2010 came to end on 30/06/2015. He was further appointed as Executive Director w.e.f01/07/2015 at the Meeting of the Board of Directors of the Company held on 31/07/2015 andthe same has being put for approval of member at this Annual General Meeting.

Mr. Shyam Sunder Jakhotia Mr. K.N.Prasad and Mr. Simanth Roy Chowdhury were appointedas Independent Director w.e.f 01/04/2014 for a term of Five years.

6. INDEPENDENT DIRECTORS

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 Board of Directors met Five (5) times on 30th May 2014 31st July 2014 31stOctober 2014 31st January 2015 & 10th March 2015 during the financial year2014-15.

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

Attendance Particulars
Name of the DIRECTORS No. of Board mettings held during the Financial year 2014-15 No. of Board mettings Attended
Rajkumar Inani 5 5
Narayan Inani 5 5
Anirudh Inani 5 4
Shyamsundar Jakhotia 5 5
Kasturi Nagendra Prasad 5 5
Simanth Roy Chowdhury 5 5
Natasha Inani 5 1

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 assetsthe prevention 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 were appointed as Statutory Auditorsfor a period of 3 years at the Annual General Meeting held on 30/09/2014 subject to theratification of their appointment at every Annual General Meeting. Their continuance ofappointment is to be ratified by the members at the ensuing Annual General Meeting. TheCompany has received a certificate from the above Auditors to the effect that if they arereappointed it would be in accordance with the provisions of Section 141 of the CompaniesAct 2013.

M/s. Vinay Surana & Co. Chartered Accountants are the Internal Auditors of theCompany and M/s Manjeet Bucha & Associates Company Secretaries are the SecretarialAuditors of the Company.

10. AUDITORS REPORT

There was no qualifications reservations or adverse remarks made by the StatutoryAuditors of the Company in their Auditors reports. Further there was no qualificationsreservations or adverse remarks made by the Secretarial Auditors of the Company in theirSecretarial Auditor Reports except in respect of the following matters : Failure topublish newspaper advertisement for Book Closure Non filing of Disclosures as requiredunder SEBI (SAST) Regulations 2011 and SEBI (Prohibition of insider Trading) Regulations1992 Appointment of Company Secretary as KMP as required under section 203 of theCompanies Act 2013 and Clause 47 of the Listing Agreement and failure to provide votingfacility through electronic means.

The failure with respect to publication of News Paper Advertisement for Book Closureand submission of disclosures was due to oversight of the Secretarial Department and yourBoard after taking note of the same has established system for ensuring proper and regularcompliances in the matters specified above. Further as the registered office of thecompany is situated at a remote place and thus the company is unable to find a candidatefor the post of Company Secretary. The Requirements of providing voting facility throughelectronic means was introduced by implementation of the provisions of section 108 of theCompanies Act 2013 w.e.f 01st April 2015 however Ministry of Corporate Affairs vide itsCircular No. 20/ 2014 dated 12th June 2014 clarified that e-voting facility need notprovided till 31st Decem-ber 2014 however Clause 35B of the listing agreement requiredfor providing e-voting facility. Due to the shortage of time for implementation ofe-voting facility and few number of agencies providing e-voting facility company couldnot make necessary arrangements with the agencies in that short period and hence the samewas not provided. However your Board of Directors taking note of the same has proposed allthe resolutions to be passed at that ensuing Annual General Meeting through e-voting.

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 particulars of Loans Guarantees Investments made or securities provided underSection 186 as on 31st March 2015 is as under

Amount Rs.
Sl. No Name of the Person/ Company Loans Guarantees Investments Securities provided
1. Ketki Finance Limited 753750
2. Rajya Laxmi Petro 1000
Chemical Private Limited
3. Karmanghat Securities 5000
Private Limited

14. RELATED PARTY TRANSACTIONS

The particulars of Contracts or Arrangements made with related parties made pursuant toSection 188 is furnished in Annexure B and 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 payment of listing fees to The Bombay Stock Exchange Limited; ScripCode is 521216 & Scrip ID: DHANROTO.

17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

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:

 

Particulars Amount (Rs.)
FY 2 014-15 FY 2013-14
Earnings 393590 NIL
Outgo 389552876 284631982

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 sixty lakh rupees orif employed for a part of the financial year was in receipt of remuneration for any partof that year at a rate which in the aggregate was not less than five lakh rupees permonth or if employed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the Managing Director or Whole-timeDirector or Manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company and thus consequently noinformation is required to be provided in this regard in accordance with the provisions ofCompanies (Appointment and Remuneration Managerial Personnel) Rule 2014 of the CompaniesAct 2013 .

19. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINAN - CIALSTATEMENTS

The Company has effective ‘internal financial controls’ that ensure anorderly and efficient conduct of its business including adherence to company’spolicies safeguarding of its assets prevention and detection of frauds and errorsaccuracy and completeness of the accounting records and timely preparation of reliablefinancial information. There are adequate controls relating to strategic operationalenvironmental and quality related aspects too. While these controls have been effectivethrough-out the year these are reviewed on a periodic basis for any changes/modifications to align to business needs.

20. TRANSFER OF UNCLAIMED DIVIDEND

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

21. MATERIAL CHANGES AND COMMITMENT IF ANY

The term of Mr. Narayan Inani who was appointed as Executive Director on 01/07/2010came to end on 30/06/2015. Board of Directors of the Company at their meeting held on31/07/2015 appointed him as Executive Director w.e.f 01/07/2015 and the same has being putfor approval of member at this Annual General Meeting.

Further the Board of Directors of the Company at their meeting held on 31/07/2015changed the remuneration of Mr. Rajkumar Inani from Rs. 85000 per month to Rs. 90000 permonth w.e.f. 01/07/2015 for the remaining tenure of his appointment as Managing Directorand the same has being put for approval of member at this Annual General Meeting.

Also the term of Mr. Anirudh Inani who was appointed as Whole Time Director on30/06/2009 came to end on 29/06/2014. He was further appointed as Whole Time Director atthe Annual General Meeting of the Company held on 30/09/2014

Also the Board of Directors of the Company at their meeting held on 31/07/2015 changedthe term of appointment of Mr. Anirudh Inani for a period of 3 years w.e.f 01/07/2015 andthe same has being put for approval of member at this Annual General Meeting.

Mr. Shyam Sunder Jakhotia Mr. K.N.Prasad and Mr. Simanth Roy Chowdhury were appointedas Independent Directors w.e.f. 01/04/2014 for a term of Five years.

22. 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 ensuresthat the internal audit recommendations are implemented.

The responsibility for management of risks vests with the Managers responsible for theday-today 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.

23. CORPORATE SOCIAL RESPONSIBILITY

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

24. 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 Goverance is not applicable.

25. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMU NERATIONAND DISCHARGE OF THEIR DUTIES

The company has Nomination and Remuneration committee consisting of Mr. Shyam SunderJakhotia as Chairman and Mr. K.N. Prasad and Mr. Simanth Roy Chowdhury as members. Theremuneration and sitting fees paid to the Board members are based on the recommendation ofNomination and Remuneration Commiitee. The Committee takes into consideration theexperience and expertise of the Board and other members before recommending theremuneration to be paid to them.

Remuneration to Directors :

The remuneration and perks paid during the year to Mr. Anirudh Inani whole timeDirector is Rs. 735000 Mr. Rajkumar Inani Managing Director is Rs. 1020000 and Mr.Narayan Inani Executive Director is Rs. 1020000.

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 20000
Mr. Simanth Roy Chowdhury 20000
Mr. Shyam Sunder Jakhotia 20000
Mrs. Natasha Inani 4000

26. COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISM

The company has Audit Committee consisting of Mr. K.N.Prasad as Chairman and Mr.ShyamsundarJakhotia and Mr.Narayan Inani as members.

The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the Chairman of the AuditCommittee on reporting issues concerning the interests of co- employees and the Company.

27. 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 thenon-executive directors and executive directors.

28. SHARE CAPITAL

The company has not altered its authorized share capital during the financial year2014-15 and also has not issued any shares during the said year. Further no securitieswere bought back by the Company during the year under review.

29. POLICY ON SEXUAL HARASSMENT

The Company has adopted policy on Prevention of Sexual Harassment of women atWork-place in accordance with The Sexual Harassment of women at Workplace (PreventionProhibition and Redressal) Act 2013. During the year under review the Company has notreceived any complaints pertaining to Sexual Harassment.

30. 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.

31. 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:

S. No. Name of the Director Remuneration of the year F.Y.2015 Remuneration of the year F.Y.2014 %increase in the Remuneration of the year F.Y.2015 as compared to 2014 Ratio of Remuneration to MRE
1. Rajkumar Inani Managing Director 1020000 1020000 NIl 7.08
2. Anirudh Inani WholeTime Director 735000 1020000 - 5.104
3. Narayan Inani Executive Director cum CFO 1020000 1020000 NIL 7.08
4 . K.N. Prasad Independent Director 20000 40000 NIL 0.1389
5. Simanth Roy Chowdhury Independent Director 20000 12000 NIL 0.1389
6. Natasha Inani Additional Director 4000 NIL NIL 0.0277
7. Shyam Sunder Jakhotia Chairman& Independent Director 20000 28000 NIL 0.1389

OTHER DISCLOSURES:

There was no increase in remuneration payable to Directors and the number of permanentemployees of the company are Sixteen. There was no change in the remuneration paid to theemployees during the financial year.

The profit after tax for the financial year ended 31st March 2015 increased by 218 %however there is no increase in the remuneration paid to Directors.

The total remuneration paid to Directors was Rs. 2775000 against the net profits ofthe company after tax amounting to Rs. 14495779. Against the net profits after tax ofRs. 14495779 Mr. Raj Kumar Inani was paid remuneration of Rs. 1020000 Mr. NarayanInani was paid remuneration of Rs. 1020000 and Mr. Anirudh Inani was paid remunerationof Rs.735000.

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 policy of theBoard of Directors as recommended by Nomination and Remuneration Committee.

32. ACKNOWLEDGEMENTS

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

By Order of the Board
For DHANALAXMI ROTO SPINNERS LIMITED
Sd/- Sd/-
(RAJKUMAR INANI) (NARAYAN INANI)
Place : Thimmapur Managing Director Executive Director cum CFO
Date : 31.07.2015 (DIN : 00885466) (DIN : 00525403)

Form No. MR - 3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31-03-2015

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

To

The Members

M/s. DHANALAXMI ROTO SPINNERS LIMITED

Sy.No.114 & 115 Thimmapur-509325

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by DHANALAXMI ROTO SPINNERSLIMITED (hereinafter called the company). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.

Based on our verification of the DHANALAXMI ROTO SPINNERS LIMITED books papersminute books forms and returns filed and other records maintained by the company and alsothe information provided by the Company its officers agents and authorizedrepresentatives during the conduct of Secretarial Audit We hereby report that in ouropinion the company has during the audit period covering the Financial Year ended on31/03/2015 generally complied with the statutory provisions listed hereunder and alsothat the Company has proper Board-processes and compliance-mechanism in place to theextent in the manner and subject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by DHANALAXMI ROTO SPINNERS LIMITED for the financial year endedon 31/03/2015 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to theextent of Foreign Direct Investment Overseas Direct Investment and External Com mercialBorrowings; (Not applicable to the Company during the Audit Period);

(iv) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 (Not applicable to the Company during the AuditPeriod);

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 and SEBI (Share Based Employee Benefits)Regulations 2014 (Not applicable to the Company during the Audit Period)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regula tions 2008 (Not applicable to the Company during the Audit Period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with Client.

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 (Not applicable to the Company during the Audit Period); and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (Not applicable to the Company during the Audit Period);

We further report that having regard to the compliance system prevailing in theCompany and based on the representations made by the Company and our examination of therelevant documents and records in pursuance thereof there were no other laws applicablespecifically to the Company.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India (Notnotified hence not applicable to the Company during the audit period).

(ii) The Listing Agreements entered into by the Company with BSE Stock Exchange (s).

During the period under review the Company has generally complied with the provisionsof he Act Rules Regulations Guidelines Standards etc. mentioned above subject to thefollowing observations:

1. The Company has complied with the provisions of the Section 91 of the Companies Act2013 except for giving of notice by way of advertisement in news papers as prescribedunder rule 10 of Companies (Management and Administration) Rules 2014 read with section91 of the Companies Act 2013.

2. The company has not appointed Company Secretary as Key Managerial Personnel asrequired under section 203 of the Companies Act 2013 and as compliance officer asrequired under clause 47 of the Listing Agreement.

3. The Company has not provided e-voting facility to its shareholders for passing ofresolution at the previous Annual General Meeting of the company as required under Clause35B of the Listing agreement

4. The Company has complied with the Regulation of Securities and Exchange Board ofIndia (Substantial Acquisition of Shares and Takeovers) Regulations 2011 except forsubmis sion of continual disclosures as required under the said regulations.

5. The Company has complied with the regulations of Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations 1992 except such disclosures as required to be made under the said regulations.

We further report that

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

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

All decisions at Board Meetings as represented by the Management are carried outunanimously and are recorded in the minutes of the meetings of the Board of Directors.

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

We further report that during the audit period there were no specific events / actionshaving a major bearing on the company’s affairs in pursuance of the above referredlaws rules regulations guidelines standards etc.

For Manjeet Bucha & Associates
Company Secretaries
(Manjeet Bucha)
Place: Thimmapur (M. No:15686)
Date: 31/07/2015 (CP No. 4589)

This report is to be read with our letter of even date which is annexed as Annexure-Aand forms an integral part of this report.

Annexure - A

To

The Members

M/s.DHANALAXMI ROTO SPINNERS LIMITED

Sy.No.114 & 115 Thimmapur-509325

Mahaboobnagar District Telangana

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

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

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

For Manjeet Bucha & Associates
Company Secretaries
(Manjeet Bucha)
Place: Thimmapur (M. No:15686)
Date: 31/07/2015 (CP No. 4589)