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Dhanleela Investments & Trading Company Ltd.

BSE: 503637 Sector: Financials
NSE: N.A. ISIN Code: INE683D01027
BSE LIVE 15:12 | 03 Oct 34.65 -0.70
(-1.98%)
OPEN

34.65

HIGH

34.65

LOW

34.65

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 34.65
PREVIOUS CLOSE 35.35
VOLUME 90
52-Week high 66.55
52-Week low 34.65
P/E 3465.00
Mkt Cap.(Rs cr) 164
Buy Price 0.00
Buy Qty 0.00
Sell Price 34.65
Sell Qty 795.00
OPEN 34.65
CLOSE 35.35
VOLUME 90
52-Week high 66.55
52-Week low 34.65
P/E 3465.00
Mkt Cap.(Rs cr) 164
Buy Price 0.00
Buy Qty 0.00
Sell Price 34.65
Sell Qty 795.00

Dhanleela Investments & Trading Company Ltd. (DHANLEELAINVEST) - Director Report

Company director report

1. INTRODUCTION

Your Directors are elated in presenting the 36th Annual Report of the Company alongwith the Audited Statement of Accounts for the year ended as on 31st March 2016.

2. FINANCIAL RESULTS

(Amount in Rs)

Particulars Current Financial Year (2015-2016) Previous Financial Year (2014-2015)
Net Profit Before Depreciation and Tax 1634422 1802396
Depreciation NIL NIL
Profit before Tax 1634422 1802396
Provision for Tax 516380 553944
Profit after Tax 1118042 1248452
Less:- Income Tax - Earlier Years 2815 118563
Balance Brought forward (19546919) (20676808)
Balance carried to Balance Sheet (18431693) (19546919)

3. BUSINESS OVERVIEW

Due to adverse market situations the Net Profit after Tax of the Company has declinedfrom Rs. 1248452/- to Rs. 1118042/-. The Company’s policy of management hasprovided cushion effect to the adversities of the market on the performance of Company.The Board of Directors look towards the future performance with a positive approach.

4. DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth ofthe Company and with a view to conserve the resources they do not recommend any dividendfor the year ended 31st March 2016.

5. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 are notapplicable.

6. STATUTORY AUDITORS

M/s. Manisha& Co Chartered Accountants retire as the Statutory Auditors of thecompany at the conclusion of the ensuing Annual General Meeting. M/s. Manisha& CoChartered Accountants and Statutory Auditors of the Company have expressed theirinability &unwillingless to accept the office in accordance with the provisions ofSection 139 of the Companies Act 2013. Accordingly the Board of directors of the Companysubject to the recommendation of the Audit Committee have proposed the appointment of M/sK C Shrimanker and Associates Chartered Accountants as

Statutory Auditors of the Company and who shall hold office from the conclusion of36th Annual General Meeting till the conclusion of 41st Annual General Meeting (subject toratification by the members at every Annual General Meeting) and to fix their remunerationthereof. M/s K C Shrimanker and Associates Chartered Accountants have given their consentand eligibility to act as Statutory Auditors of the Company.

The board recommends the proposed resolution with respect to appointment of M/s K CShrimanker and Associates Chartered Accountants as Statutory Auditors of the Company foryour approval as a Ordinary Resolution.

7. SECRETARIAL AUDITORS

M/s. H V Gor& Co Practicing Company Secretaries have been appointed in the BoardMeeting held on 26th May 2016 as the Secretarial Auditor of the Company u/s 204 of theCompanies Act 2013 to conduct Secretarial Audit of the matters of the Company and reportthereof. The Secretarial Auditor’s Report has been annexed to the Board Report underAnnexure IV.

8. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualification reservation or adverse remark made by the Auditors in theirreport.

The explanations made by the Board relating to the qualifications reservationsadverse remarks made by the Practicing Company Secretary in his Secretarial Audit Reportare furnished as under:

Secretarial Auditor’s Comment:

1. Pursuant to Section 203 (1)(b) & (c) of the Companies Act 2013 read with Rule 8and Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Company has failed to appoint a Company Secretary in whole time employment ofthe Company.

Explanation:

1. The Company has been inviting the applications for the post of Company Secretary inwhole time employment of the Company by issuing classifieds in the newspapers. Howeverthe Company has failed to receive application from a suitable candidate for theaforementioned responsibilities.

Secretarial Auditor’s Comment:

2. Pursuant to Section 138 of the Companies Act 2013 read with Rule 13 of theCompanies (Accounts) Rules 2014 the Company has failed to appoint Internal Auditor forthe Financial Year 2015-16.

Explanation:

2. Although the appointment of Internal Auditor is mandatory the Board of Directors ofthe Company are of the opinion that looking at the size of the company and its businessoperations the Statutory Auditors appointed by the Company have devised proper systemsfor internal financial control and to ensure compliance with the provisions of all theapplicable laws and that such systems are adequate and are operating effectively.

Secretarial Auditor’s Comment:

3. The Company has filed certain intimations to the Stock Exchange under the ListingAgreement read with SEBI (Listing Obligation and Disclosure Requirements) Regulation2015 related to Outcome of Board meetings after stipulated time period.

Explanation:

3. Due to inadvertent error the Company has failed to submit the intimations anddisclosures with the stock exchange within stipulated time frame. However the Company hasmade sure that all the required disclosures and intimations has been delivered to thestock exchange.

Secretarial Auditor’s Comment:

4. The Shareholding Holding Pattern for the quarter ended on 31st March 2016 as perRegulation 31(1)(b)of SEBI (Listing Obligation and Disclosure Requirements) Regulation2015 was filed beyond the stipulated time period with the Stock Exchange.

Explanation:

4. Due to inadvertent error the Company has failed to submit the Shareholding Patternwith the stock exchange within stipulated time frame. However the Company has made surethat all the required disclosures and intimations has been delivered to the stockexchange.

Secretarial Auditor’s Comment:

5. The Company is in process of updation of its website with documents required to beuploaded thereon as per the provisions of the Companies Act 2013 and Listing Agreementread with SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015.

Explanation:

5. The website of the Company has not been updated due to technical reasons. Howeverthe Company is in the process of updating the website

Secretarial Auditor’s Comment:

6. The Company is not in compliance with Clause 41 (III) (b) of the Listing Agreementfor the period 1st April 2015 to 30th November 2015 and Regulation 47 (1)(a) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 for the period 1stDecember 2015 to 31st March 2016 related to publication of Notice of Board Meeting innews papers.

Explanation:

6. The Company has failed to comply with the Listing Agreement and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 due to genuine oversight on thepart of the Company. However the Company has proposed to comply with the same from thisfinancial year.

Secretarial Auditor’s Comment:

7. The Company is not in compliance with Clause 41(IV)(a) of the Listing Agreement forthe period 1st April 2015 to 30th November 2015 and Regulation 47(1)(b) of SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 for the period 1st December2015 to 31st March 2016 related publication of Financial Results in news papers.

Explanation:

7. The Company has failed to comply with the Listing Agreement and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 due to genuine oversight on thepart of the Company. However the Company has proposed to comply with the same.

Secretarial Auditor’s Comment:

8. Composition of Nomination and Remuneration Committee is not as per the provisions ofthe Companies Act 2013 and the Listing Agreement entered into with the Stock Exchangeread with SEBI (Listing of Obligations and Disclosure Requirements) Regulations 2015.

Explanation:

8. The Company has failed to effect the appointment of the Independent Directors due togenuine oversight on the part of the Company. However the Company has proposed to appointAdditional Independent Director to meet with the desired composition of the Nomination& Remuneration Committee as per the provisions of the Companies Act 2013 and theListing Agreement entered into with the Stock Exchange read with SEBI (Listing Obligation& Disclosure Requirements) Regulation 2015.

9. DIRECTORS

Mr. AvinashKhire (DIN: 02399448) and Mr. PramodBajrangHarlalka (DIN:06577031) haveresigned from the board due to pre-occupancies. The Board of Directors of the companyaccepted their resignation and relieved them from their responsibilities towards theCompany with effect from 28th December2015 and 26th February 2016 respectively.

Mr. ManojShashikant Dave (DIN: 07376154) and Mr. MaheshkumarMannalal Sharma(DIN:07451899) were appointed as Additional Directors Categorized as Independent Directorsof the Company under Section 149 read with Section 161 of the Companies Act 2013 on 28thDecember 2015 and 26th February 2016 respectively.

10. DECLARATION BY THE 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.

11. BOARD MEETINGS

During the financial year under review the Board of Directors met Eight Times.

12. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATIONAND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination andRemuneration Committee are not applicable to the Company and hence the Company has notdevised any policy relating to appointment of Directors payment of Managerialremuneration Directors qualifications positive attributes independence of Directors andother related matters as provided under Section 178(3) of the Companies Act 2013.

13. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014

The Company has not appointed any employee(s) in receipt of remuneration exceeding thelimits specified under Rule 5 (2) of Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014.

14. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has duly set up an Internal Complaints Committee (ICC) in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013 to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2015-16.

No of complaints received: Nil

No of complaints disposed off: Nil

15. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act 2013your Directors state that:

a. In the preparation of the annual accounts the applicable accounting standards havebeen followed with proper explanation relating to material departures if any;

b. They have in the selection of the accounting policies consulted the StatutoryAuditors and have applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2016 and of itsProfitfor the year ended on that date;

c. They 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; and

d. They have prepared the annual accounts for the year ended 31st March 2016 on a‘going concern’ basis; and

e. They have prepared the annual accounts for the year ended 31st March 2016 on a‘going concern’ basis; and

f. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

There was no loan given or guarantee given or investment made or security providedpursuant to Section 186 of the Companies Act 2013 during the year under review and hencethe said provisions are not applicable.

17. DISCLOSURES OF AMOUNTS IF ANY TRANSFER TO ANY RESERVES.

It is not proposed to carry any amount to any reserves from the profits of the Company.Hence disclosure under Section 134 (3) (j) of the companies act 2013 is not required.

18. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relate onthe date of this report.

19. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:

The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption are not required to be furnishedconsidering the nature of activities undertaken by the Company during the year underreview. Further during the year under review the Company has neither earned nor used anyforeign exchange.

20. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has developed & implemented Risk Management Policy. However Companyhas not come across any element of risk which may threaten the existence of the Company.

21. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALIMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

There are no significant material orders passed by the Regulators / Courts / Tribunalwhich would impact the going concern status of the Company and its future operations.Hence disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules 2014 is notrequired.

22. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES 2014:

The Company has an adequate Internal financial control system commensurate with thesize of its business operations.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIESMADE PURSUANT TOSECTION 188 OF THE COMPANIES ACT 2013

There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.

24. EXTRACT OF 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 "MGT-9".

25. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members;

a. Mr. ManojShashikant Dave

b. Mr. MaheshkumarMannalal Sharma

c. Mrs. VarshaDangi

The above composition of the Audit Committee consists of independent Directors viz.Mr. ManojShashikant Dave and Mr. MaheshkumarMannalal Sharma who form the majority.

The Company has established a vigil mechanism and oversees 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 employees and the directors ofthe Company.

26. CORPORATE GOVERNANCE:

Your Company is committed to adopting the best Corporate Governance practices. Itbelieves that proper corporate governance is not just a regulatory compliance nut also afacilitator for enhancement of stakeholder’s value. Reports on Corporate Governanceand Management Discussions & Analysis are annexed and form part of this report.

27. APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the co-operationand support of the Company’s Bankers its valued customers employees and all otherintermediaries concerned with the Company’s business.

Your directors are grateful towards all members for supporting and sustaining us duringthe intricate days. We look forward to your continued support and reiterate that we aredetermined to ensure that the plans are successfully implemented.

By Order of the Board of Directors
For Dhanleela Investments And Trading Co Ltd.
Sd/-
Place: Mumbai VipulDangi
Date: 30th August2016 (Managing Director)