Your Directors are pleased to present the 31st Annual Report of theCompany together with the Audited Financial Statements for the year ended 31stMarch 2017.
SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:
(Rs. in Rupees)
|PARTICULARS ||FINANCIAL RESULTS |
| ||2016-2017 ||2015-2016 |
|Revenue from Operation ||1367151340 ||219257634 |
|Revenue from other Income ||10286236 ||34556315 |
|Total Revenue ||147001376 ||253813949 |
|Profit before Dep. & Int ||8488839 ||4063531 |
|Depreciation ||14355 ||27522 |
|Interest ||4273340 ||1805257 |
|Profit after Depreciation & Interest ||4201144 ||2230752 |
|Provision for Taxation ||530725 ||172979 |
|Provision for Tax (deferred) ||883 ||2583 |
|Profit/ Loss after Tax ||3669536 ||2055190 |
STANDALONE FINANCIAL RESULTS:
The company is mainly engaged into business of and Finance and Investment .During theyear under review your Company earned a total Income of Rs. 147001376/- comprisingmainly of sale of shares interest dividend and long term and short term investmentprofit against this the total expenditure amounted to Rs 142800232/-. As theresult of this the Company has earned net profit of Rs. 3669536/- againstthe profit of Rs. 2055190/- for the previous year.
The management of the Company hereby very optimistic regarding performance of theCompany in future and taking every steps and making every efforts to turn the Company into profitable organization
TRANSFER TO RESERVES:
No fund was transferred to General Reserve.
During the year your directors have not recommended any dividend on Equity Shares forthe year under review
Your Company has not accepted any deposits within the meaning of Section 73 (1) and 74of the Companies Act 2013 read together with the companies (Acceptance of Deposits)Rules 2014.Your Company held no deposit in any form from anyone as on 31st March2017 which was overdue or unclaimed by the depositors.
CHANGE IN THE NATURE OF BUSINESS IF ANY:
There was no change in the nature of business of the Company during the year.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:
During the year under review there were no material changes and commitments affectingthe financial position of the Company.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 4 (Four) times during the financial year the details of which aregiven in the Corporate Governance Report that forms part of this Annual Report. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013.
BOARD OF DIRECTORS:
The Composition of the Board during the year as per the provisions of Regulation 17(1)of listing regulation read with the Companies Act 2013. During the period under review
On the recommendation of Nomination and Remuneration Committee your Board inducted Mr.Gopal Mohta as an Additional Directors of the Company in the category of IndependentDirector subject to approval of members at the ensuing Annual General Meeting with effectfrom 29/05/2017 and 28/05/2022 respectively in order to comply with the requirementof Section 149(1) of the Companies Act 2013. In terms of Section 161 of the CompaniesAct 2013 they will hold office up to the date of the ensuing Annual General Meeting. TheCompany has received a notice in writing along with deposit pursuant to Section 160 ofCompanies Act 2013 proposing the appointment of Mr. Gopal Mohta Directors of theCompany. Your Board has recommended the appointment of Mr. Gopal Mohta asIndependent Directors of the Company for a period of five consecutive years up tothe 36th consecutive Annual General Meeting of the Company not liableto retire by rotation.
During the year Pursuant to Section 152 of the Companies Act 2013 Mr. Mahesh S.Jhawar Director retires by rotation at the ensuing Annual General Meeting and beingeligible offers himself for re-appointment. Your Board has recommended his re-appointment.
During the period under review Mr. Mahesh S. Jhawar changed his designationfrom post of Whole Time Director to Non-Executive Director of the Company w.e.f 29thMay 2017 as he was holding two KMP position i.e. Whole-Time Director of Dhanlaxmi CotexLtd and designation of Chief Financial Officer in Dhanlaxmi Fabrics Limited. However hecontinued to be Non-Executive director of the company. The Board places on record its deepappreciation for the services rendered by Mr. Mahesh S. Jhawar during their tenureas a whole time director
Mr. Gopal Mohta have given declarations that they continues to meet the criteria ofindependence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of theListing Regulations.
As required under Regulation 36(3) of the listing Regulations with the stock exchangesthe information on the particulars of Directors proposed forappointment/reappointment has been given in the notice of annual general meeting.
Mr. Chandra Kisore Bhora appointed as CFO of the company w.e.f 13.08.2016
DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134 (3) (c) and 134 (5) of the CompaniesAct 2013 and based on the information provided by management your Directors' statethat:
a) In the preparation of the annual accounts for the financial year ended 31stMarch 2017 the applicable accounting standards have been followed.
b) Directors have selected such Accounting policies applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the State of affairs of the corporation as at the end of 31st March 2017 and ofthe profit of the Company for the year ended on that date.
c) Director have taken Proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities.
d) Directors have prepared the annual accounts on a going concern' basis;.
e) Director have laid down internal financial controls commensurate with the size ofthe Company and that such financial controls were adequate and were operating effectively.
f ) Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.
DECLARATION OF INDEPENDENCE BY DIRECTORS:
The Independent Non-executive Directors of the Company viz. Mr. Naveen VyasVijaykumar M. Moyal and Mr. Gopal Mohta have affirmed that they continue to meet all therequirements specified under Regulation16(1)(b)of the listing regulations in respect oftheir position as an "Independent Director" of Dhanlaxmi Cotex Limited.
POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Company adheres to the requirements prescribed in the Companies Act 2013 rulesand amendments made there under and SEBI regulations for the Appointment and remunerationof the Directors of the Company.
The policies of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act is available onwebsite of the company at http://dcl.net.in/policies_code.html.
MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWNPERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the performance evaluation of theIndependent Directors was completed.
The evaluation framework for assessing the performance of directors of your companycomprises of contribution at meetings strategies perspective or inputs regarding thegrowth and performance of your company among others.
The performance evaluation of the Chairman and the Non-Independent Directors wascarried out by the Independent Directors. The Board of Directors expressed theirsatisfaction with the evaluation process.
Details of program for familiarization of Independent directors of the company areaccessible on yours company website at http://dcl.net.in/policies_code.html.
SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The Companies Act 2013states that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its committees and individual directors. The Schedule IV of theCompanies Act 2013 states that the performance evaluation of independent directors shouldbe done by the entire Board of Directors excluding the director being evaluated.
The Board as a whole was evaluated on various parameters like Board Composition &Quality Board Meetings and Procedures adherence to the Code of Conduct etc. Based oneach of the parameter the Board of Directors formed an opinion that performance of Boardas a whole has been outstanding. The Board approved the evaluation results as collated bythe Nomination and Remuneration Committee.
PERFORMANCE OF THE BOARD AND COMMITTEES:
During the year under review the performance of the Board & Committees andIndividual Director(s) based on the below parameters was satisfactory:
(i) All Directors had attended the Board meetings;
(ii) The remunerations paid to Executive Directors are strictly as per the Company andindustry policy.
(iii) The Independent Directors only received sitting fees.
(iv) The Independent Directors contributed significantly in the Board and committeedeliberation and business and operations of the Company and subsidiaries based on theirexperience and knowledge and Independent views.
(v) The Credit Policy Loan Policy and compliances were reviewed periodically;
(vi) Risk Management Policy was implemented at all critical levels and monitored by theInternal Audit team who places report with the Board and Audit committee.
MEETING OF INDEPENDENT DIRECTORS:
Pursuant of the provision of Section 149 (8) of the Companies Act 2013 read withSchedule IV and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 the Independent Directors of the Company held their meeting on 13thFebruary 2017 reviewed the performance of non- independent directors and the Board asa whole including the Chairperson of the Company views expressed by the executivedirectors and non-executive directors at various level and quantified the qualityquantity and timeliness of flow of information between the Company management and theBoard and expressed satisfaction
DISCLOSURE FROM INDEPENDENT DIRECTORS:
Pursuant to the provisions of Section 134 of the Companies Act 2013 with respect tothe declaration given by the Independent Director of the Company under Section 149(6) ofthe Companies Act 2013 the Board hereby confirms that all the Independent Directors havegiven declarations and further confirms that they meet the criteria of Independence as perthe provisions of Section 149(6) read with SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015
As per the provisions of sections 139 141 of the Companies Act 2013 and rules madethereunder (hereinafter referred to as "The Act") applicable to the Company itis mandatory to rotate the Statutory Auditors at the ensuing
Annual General Meeting and therefore the Board recommends to appoint a reputed M/s.R. Soni & Co. Chartered Accountants Mumbai (Registration no. 130349W) in placeof M/s. S.G. Kabra & Co. - Chartered Accountants (Firm Registration NO.104507W) oncompletion of their term under section 139 (2) of the Companies Act 2013 as statutoryauditors for a period of 5 years commencing from the conclusion of 31st AGMtill the conclusion of the 36th AGM subject to ratification by the members atevery AGM.
M/s. R. Soni & Co. Chartered Accountants Mumbai (Registration no. 130349W)Chartered Accountants is a well-known niche firm of Chartered Accountants in MumbaiIndia. The Firm has a rich background and excellent collective experience across varioussectors and industries particularly in servicing medium sector corporate. The firm itspartners and qualified personnel have a rich collective experience of over 10 years.
The Company has received a written consent and a certificate from Chartered Accountantsto the effect that their appointment if made would be in accordance with the provisionsof the Companies Act 2013 and that they are not disqualified for such appointment. Yourdirectors recommend their appointment at the ensuing Annual General Meeting of the Company
Observations made in the Auditors' Report are self-explanatory and therefore do notcall for any further comments under Section 134 (1) of the Companies Act 2013.
COMMITTEES OF THE BOARD:
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:
No material changes and commitments affecting the financial position of the Companyoccurred during Financial Year 2016- 17 till the date of this report. Further there wasno change in the nature of business of the Company.
SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES:
During the year there is one associate of the company but there is no subsidiaryjoint venture of the Company.
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI.
In compliance with Regulation 34 and Schedule V of SEBI (LODR) Regulations 2015 reporton the Corporate Governance along with a certificate from the Secretarial Auditors of theCompany on compliance with the provisions is annexed and forms part of the Annual Report. Annexure-E
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:
In terms of the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are as under. The disclosures as specified under Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Thepercentage increase in remuneration of each Director and Chief Financial Officer duringthe financial year 2016-17 ratio of the remuneration of each Director to the medianremuneration of the employees of the Company for the financial year 2016-17 and thecomparison of remuneration of each Key Managerial Personnel (KMP) against the performanceof the Company are as under:
|Sr. No. ||Name of Director/KMP ||Remuneration Received (In Rs. Lakh) ||% increase in Remuneration in the Financial year 2016-17 ||Ratio of remuneration of each Director to median remuneration of employees |
|1 ||Mr. Ramautar S. Jhawar ||1200000/- ||NIL ||6.90 |
| ||(Managing Director) || || || |
|2 ||Mr. Mahesh S. Jhawar ||1200000/- ||NIL ||6.90 |
| ||(Whole time Director || || || |
| ||upto 29.05.2017) || || || |
|3 ||Mrs. Kamala Jhawar ||NIL ||NIL ||NIL |
| ||(Non- Executive Director) || || || |
|4 ||Mr. Vijaykumar Moyal ||NIL ||NIL ||NIL |
| ||(Independent Director) || || || |
|5 ||Mr. Naveen Vyas ||NIL ||NIL ||NIL |
| ||(Independent Director) || || || |
|6 ||Mr. Chandra Kishore Bohra ||348615/- ||10% ||1.74 |
| ||(Chief Financial Officer) || || || |
In terms of Section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 noemployee(s) drawing remuneration in excess of limits set out in said rules forms part ofthe annual report
No postal ballot was held during the year 2016-2017.
RISK MANAGEMENT AND INTERNAL CONTROLS:
The Company has the risk management and internal control framework in placecommensurate with the size of the Company. However Company is trying to strengthen thesame. The details of the risks faced by the Company and the mitigation thereof arediscussed in detail in the Management Discussion and Analysis report that forms part ofthe Annual Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to Financial Statements.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Conservation of Energy Technology Absorption & Foreign Exchange Earnings and OutgoDetails of energy conservation and research and development activities undertaken by theCompany along with the information in accordance with the provisions of Section 134 ofCompanies Act 2013 read with Rule 8 of Companies (Accounts) Rules 2014 the extent asare applicable to the Company are given in Annexure - D' to the Directors'Report.
LISTING OF SHARES:
Equity shares of your Company are listed on Bombay Stock Exchange only and the Companyhas paid the necessary Listing fees for the year 2016 2017 and 2017-2018.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism to provide appropriate avenues to theDirectors and employees to bring to the attention of the Management the concerns aboutbehavior of employees that raise concerns including fraud by using the mechanism providedin the Whistle Blower Policy. The Whistle Blower Policy is hosted on company's website http://dcl.net.in/policies_code.html.
During the financial year 2016-17 no cases under this mechanism were reported in theCompany and any of its subsidiaries.
POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE:
The company has framed policy in accordance with The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
During the financial year 2016-17 no cases in the nature of sexual harassment werereported at any workplace of the company.
COMPANY'S POLICY ON DIRECTORS APPOINTMENT REMUNERATION ETC.:
The Nomination and Remuneration Committee recommends to the Board the policy relatingto remuneration for the Directors Key Managerial Personnel and other employees same hasbeen uploaded on the website of the Company at http://dcl.net.in/policies_code.html.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 (3) read with Schedule Part V of the SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 with Stock Exchange in India is presented ina separate Section forming part of the Annual Report. Annexure-F
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company.
Based on the report of internal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented toBoard.
The Audit Committee of the Board of Directors Statutory Auditors and the BusinessHeads are periodically apprised of the internal audit findings and corrective actionstaken.
The Company has appointed an Internal Auditor pursuant to Section 138 of the CompaniesAct 2013 on 13th August 2016.
SECRETARIAL AUDITORS AND THEIR REPORT:
M/s Pankaj Trivedi & Co Company Secretary in Practice was appointed to conductthe secretarial audit of the Company for the financial year 2016-17 as required underSection 204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Reportfor financial year 2016-17 is Annexure-A to this Board's Report.
The Secretarial Audit Report for F. Y. 2016-17 is enclosed and marked as Annexure-A.
COMMENTS ON REMARKS/OBSERVATION/QUALIFICATION MADE BY SECREATARIRAL AUDITORS:
Mr. Pankaj Trivedi Company Secretary in Practice in his Secretarial Audit Reportfor financial year 2016-17 have drawn the attention of the management on some thenon-compliances which have been marked as qualification in his report.
In connection with the same management herewith give the explanation for the same asfollows:
The Company is under verge of appointing suitable candidate as a Company Secretary cumCompliance officer who match with the size and requirement of the Company.
As far as filing of MGT-14 is concerned which has not been filed mainly due tooversight and company will do needful for the same.
The Company holds only 20% holding in MR share broking private limited which is below51% so the MR share broking private limited is not subsidiary Company. The Company aboutto dilute its holding in the company below 20% during the year
The Company has a function website of the company covering all necessary details.
The management has decided to make an application to Bank for seeking registration asrequired under section 45(IA) of RBI Act 1934.
The company has complied with the provision of Section 152 of the Companies Act 2013in the current year.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has implemented a Related Party Transactions policy for the purposes ofidentification and monitoring of such transactions. The policy on related partytransactions is uploaded on the Company's website at http://dcl.net.in/policies_code.html.
All related party transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained on an annual basis which isreviewed and updated on quarterly basis.
Pursuant to the Section 134(3) (h) of the Companies Act 2013 and Rule 8(2) of theCompanies (Accounts) Rules 2014 the particulars of contract or arrangement entered intoby the Company with related parties referred to in Section 188(1) in Form AOC-2 in Annexure-Bto this Board's Report.
The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 are appended as Annexure B.
EXTRACT OF ANNUAL RETURNS:
Pursuant to the Section 134(3) (a) of the Companies Act 2013 the details forming partof the extract of the Annual Return is Form MGT-9 is Annexure-C.
A Report on Corporate Governance along with a Certificate from M/s Pankaj Trivedi& Co regarding compliance with the conditions of Corporate Governance asstipulated under Regulation 34(3) Schedule V of SEBI (LODR) Regulations 2015 with StockExchange read with the relevant provisions of SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 forms part of this Report and Annexure- E tothis Board's Report.
CEO AND CFO CERTIFICATION:
The Chief Executive Officer and Chief Financial Officer Certification as required underRegulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation2015 havebeen appended to this report
INSURANCE OF ASSETS:
All the fixed assets finished goods semi-finished goods raw material packingmaterial and goods of the company if any lying at different locations have been insuredagainst fire and allied risks.
BANK AND FINANCIAL INSTITUTIONS:
Directors are thankful to their bankers for their continued support to the company.
Your Directors convey their sincere thanks to the Government Banks Shareholders andcustomers for their continued support extended to the company at all times.
The Directors further express their deep appreciation to all employees for commendableteamwork high degree of professionalism and enthusiastic effort displayed by them duringthe year.
| ||On behalf of the ||Board of Directors |
|Place: Mumbai || || |
|Dated: 11.08.2017 ||Sd/- ||Sd/- |
| ||Ramautar Jhawar ||Mahesh Jhawar |
| ||Managing Director ||Director |