You are here » Home » Companies » Company Overview » Dhar Textile Mills Ltd

Dhar Textile Mills Ltd.

BSE: 530949 Sector: Industrials
NSE: N.A. ISIN Code: INE044B01018
BSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN
PREVIOUS CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty
OPEN
CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty

Dhar Textile Mills Ltd. (DHARTEXTILE) - Director Report

Company director report

To

The Members

THE DHAR TEXTILE MILLS LIMITED

Indore

Your Board of Directors has immense pleasure in presenting the Annual Report of yourCompany along with the Audited Financial Statements for the Financial Year ended on 31stMarch 2015. Further in compliance with the Companies Act 2013 the Company has maderequisite disclosures in this Board’s Report with the objective of accountability andtransparency in its operations to make you aware about its performance and futureperspective of the Company.

1.1 FINANCIAL RESULTS (STANDALONE) AND STATE OF COMPANY’S AFFAIR AND CHANGE IN THENATURE OF BUSINESS:

The Board’s Report is prepared based on the stand alone financial statements ofthe company for the year ended March 31 2015 is summarised below:

(Rs. In Lacs)

Year ended 31/03/2015 Year ended 31/03/2014
Income from operation 3145.28 3586.49
Profit/loss before providing Depreciation and Interest 67.20 573.37
Less: Depreciation 5.12 7.56
Interest 392.50 637.37
Profit/loss Before Exceptional & Extraordinary Items (330.42) (71.57)
Less: Exceptional Items 0.00 0.00
Profit/loss Before Taxation (330.42) (71.57)
Less: Provision for Current Taxation 0.00 0.00
Deferred Tax Liability 0.00 0.00
Profit /Loss after Taxation (330.42) (71.57)

The Company had started its journey as a Private Limited Company in the year 1984subsequently converted in Public Company and further infused capital through an IPO andgot listed in capital market segment in 2000 at BSE Limited. The company is engaged inTextile Sector and currently having Yarn Spinning Unit (Yarn Division) and Fabric Weavingand Processing Unit (Fabric Division). Company’s Yarn Division is located inIndustrial Area Pithampur (MP) and its Fabric Division is located in Industrial areaIndore (MP). Both the Divisions and all the products including performance and businessenvironment thereof have been covered in detail in the Management Discussion and AnalysisReport separately which is annexed as ANNEXURE III with this report and shall formpart of the Board’s report.

1.2 WORKING PERFORMANCE REVIEW:

During the financial year incomes of the company is decreased from Rs. 3586.49 Lacs toRs. 3145.28 Lacs and resulting in loss of Rs. 330.42 Lacs against the loss of Rs. 71.57Lacs in the previous year and further the Company’s debt servicing has also comedown to 392.50 Lacs from 637.37 Lacs. Being a Sick Company your Directors arecontinuously trying hard to revive it by increase the profitability during the currentfinancial year with dedicated efforts of the management and with improving ability tosource raw materials required from multiple sources in a timely and cost effective mannerwith reduced dependence on third parties. During the year all the revenues were generatedby Yarn Division only. The Fabric Division of the Company was not in operation throughoutthe year. Further the detailed performance covered in the Management Discussion andAnalysis Report separately which is annexed as ANNEXURE III with this report andshall form part of the Board’s report.

1.3 CHANGES IN NATURE OF BUSINESS:

There is no change in the nature of business of the Company during the financial year2014-15.

1.4 SHARE CAPITAL:

The paid up equity capital as on March 31 2015 was Rs. 630.8753 Lacs. During the yearunder review the Company has not issued shares to its shareholders. Further that none ofthe directors were holding convertible instruments as on date. Apart from that Company isalso having Preference Share Capital of Rs. 350.00 Lacs.

1.5 REVISION IN FINANCIAL STATEMENTS:

In terms of section 131 of the Companies Act 2013 the Financial Statements andBoard’s Report are in compliance with the provisions of section 129 or section 134 ofthe act and that no revision has been made during any of the three preceding financialyears.

1.6 SICK INDUSTRIAL COMPANY:

The Company is a Sick Company as its net worth was completely eroded due to heavyaccumulated losses. BIFR has restored the reference of the Company during the previousfinancial year to its original number. BIFR has also directed to the Company to prepare aDraft Rehabilitation Scheme and submit the same to Operating Agency and the same is underprocess. Debt of the Company has been taken over by the Asset Reconstruction Company(India) Limited (ARCIL) from the Bankers.

2. RESERVES:

Due to loss in the year under review the Board is unable to carry any amount toreserves.

3. DIVIDEND:

Due to loss in the year under review the Board is unable to recommend any dividend forthe year.

4. DEPOSITS:

The Company has neither accepted nor invited any deposit from the public and hencedirectives issued by Reserve Bank of India and the provisions of Chapter V (Acceptance ofdeposits by Companies) of the Companies Act 2013 and rules framed there under are notapplicable for the year.

5. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR UPTO THEDATE OF THIS REPORT:

No material changes and commitments affecting the financial position of the companywhich have occurred between the end of the financial year of the company to which thefinancial statements relate and the date of this report.

6. PERFORMANCE AND FINANCIAL POSITION OF ASSOCIATE COMPANIES:

As per the Companies Act 2013 and as on date the company is neither having anySubsidiary Company u/s 2(87) nor any Associate Company u/s 2(6) and hence do not call forany disclosure under this head.

7. EXTRACT OF THE ANNUAL RETURN:

In compliance with section 92(3) section 134 (3) (a) and rule 11 of the Companies(Management and Administration) Rules 2014 the extract of the annual return in Form No.MGT–9 which is annexed as ANNEXURE I with this report and shall form part ofthe Board’s report.

8. BOARD AND COMMITTEE MEETINGS:

During the year under review various meetings of the Board of Directors and Committeeswas held for various purposes which is in compliance with the Companies Act 2013 andListing Agreement entered into by the Company with Stock Exchange. Further the details ofthe various meetings of the Board and Committees are mentioned in the Report on CorporateGovernance which is annexed as ANNEXURE II with this report and shall form part ofthe Board’s report.

9. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act 2013 the Directors based onrepresentation received from the operating management and after due enquiry confirm inrespect of the audited financial accounts for the year ended March 31st 2015:

a) That in preparation of the annual accounts the applicable accounting standards hadbeen followed and that there were no material departures;

b) That the Directors had in consultation with the Statutory Auditors selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company for the year ended March 31st 2015 and the profit and loss Accountof the Company for that period;

c) That the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 1956for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

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

e) That the directors have laid down internal financial controls to be followed by thecompany and such internal financial controls are adequate and were operating effectively;and

f) That the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems were adequate and operatingeffectively.

10.1 CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under report Mr. Pankaj Jajoo the Managing Director of the Companywould be retiring by rotation at the forthcoming Annual General Meeting of the Company.Proposals for their re-appointment have been included in the Notice of Annual GeneralMeeting for your approval.

Mrs. Indu Batni has been appointed as the CFO by the Board of Directors vide theirmeeting held on 14.08.2014 and Nomination & Remuneration Committee has also recommendher name for the position of CFO.

All the intimations pertaining to the appointments and resignations made during theyear has been given to Stock Exchange where the shares of the Company are listed and alsothe relevant records are duly updated with the Registrar of Companies Gwalior (M.P.)wherever required.

10.2 DECLARATION OF DIRECTORS:

As per the declaration received in Form ‘DIR-8’ pursuant to section 164(2) ofthe Companies Act 2013 and Rule 14(1) of Companies (Appointment and Qualification ofDirectors) Rules 2014 none of the Directors of the Company is disqualified from beingappointment as Directors.

11.1 APPOINTMENT/RE-APPOINTMENT OF INDEPENDENT DIRECTORS:

All the Independent Directors are well appointed in the Board of the Company incompliance with the Companies Act 2013 and Listing Agreement entered into by the Companywith Stock Exchange. Further that all independent directors shall hold office for a termup to five consecutive years on the Board of a Company but shall be eligible forreappointment for next five years on passing of a special resolution by the Company anddisclosure of such appointment in the Board’s report.

11.2 DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence under sub-section (6) of section149 of the Act and Clause 49 of the Listing Agreement entered into by the Company with theStock Exchanges.

11.3 FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The directors will be introduced to all the Board members and the senior managementpersonnel such as Chief Financial Officer and Various Department heads individually toknow their roles in the organization and to understand the information which they may seekfrom them while performing their duties as a Director. And meeting may be arranged forIndependent Directors with aforesaid officials to better understand the business andoperation of the Company. As part of continuous updating and familiarization with theCompany every Independent Director will be taken for visits to the factory ormanufacturing units and other branch of the company where officials of various departmentsapprise them of the operational and sustainability aspects of the plants to enable them tohave full understanding on the activities of the Company and initiatives taken on safetyquality etc. The Company may also circulate news and articles related to the industry fromtime to time and may provide specific regulatory updates. The details of suchfamiliarization programmes for Independent Directors are posted on the website of theCompany and can be accessed at http:// www.dhartextile.com/

11.4 SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As mandated by Clause VII of Schedule IV of the Companies Act 2013 a separate meetingof Independent Directors was held.

11.5 EVALUATION BY INDEPENDENT DIRECTORS:

The Independent Directors in their meeting has reviewed the performance ofNon-Independent directors and Board as a whole including reviewing the performance of theChairperson of the company taken into account the views of Executive Directors andNon-Executive Directors. The policy on evaluation including above said criteria for theevaluation of the Board individual directors including independent directors and thecommittee of the board has been laid down under Nomination Remuneration and EvaluationPolicy given in the Report on Corporate Governance which is annexed as ANNEXURE II withthis report and shall form part of the Board’s report.

12. NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board of Directors of your Company had re-constituted the Nomination andRemuneration Committee and Stakeholders Relationship Committee with the requisite terms ofreference as required under Section 178 of the Companies Act 2013 and other applicableprovisions thereof in place of existing Remuneration Committee and Shareholder GrievanceCommittee respectively. The constitutions of the said committees are as under:

Nomination And Remuneration Committee

Name Designation
Mr. Pankaj Singhal Chairman
Mr. Sunil Choudhary Member
Mr. Vijay Bakliwal Member

All Independent Directors

Stakeholders Relationship Committee

Name Designation
Mr. Pankaj Singhal Chairman
Mr. Sunil Choudhary Member
Mr. Vijay Bakliwal Member

All Independent Directors

13. DISCLOSURE IN TERMS OF NOMINATION AND REMUNERATION POLICY:

The Board of Directors of your Company had re-constituted the Nomination andRemuneration Committee with the requisite terms of reference as required under section 178of the Companies Act 2013 and other applicable provisions thereof in place of existingRemuneration Committee. The said Committee framed adopted and recommended the"Nomination Remuneration & Evaluation Policy" and the said policy has beenapproved by the Board. The Details of the Nomination and Remuneration Committee and thesaid Policy given in the Report on Corporate Governance which is annexed as ANNEXURE IIwith this report and shall form part of the Board’s report.

14.1 AUDITORS:

(i) Statutory Auditors:

The appointment of M/s B. Bansal & Co. Chartered Accountants as auditors of theCompany was approved by the shareholders in the previous Annual General Meeting upto theconclusion of the Annual General Meeting for the Financial Year 2014-15. Further that theauditors have also confirmed that they hold a valid certificate issued by Peer ReviewBoard of the Institute of Chartered Accountants of India. The auditors have also showedtheir willingness to continue as auditors and hence the proposals for their appointmenthave been included in the Notice of Annual General Meeting for your approval.

(ii) Cost Auditors:

Financial Year 2014-15:

M/s. A. K. Jain & Associates Cost Accountants were appointed as Cost Auditors forauditing the cost records of your Company for the financial year 2014-15 by the Board ofDirectors on a consolidated remuneration of Rs. 20000/- only the remuneration wasrecommended by the Audit Committee of the Company. Further the remuneration proposed tobe paid to them requires ratification of the shareholders of the Company and in views ofthe same the proposal for the ratification of appointment and remuneration have beenincluded in the Notice of Annual General Meeting for your approval.

(iii) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Pratik Tripathi of M/s. P. S. Tripathi & Associates a firm of CompanySecretaries in Practice to undertake the Secretarial Audit of the Company.

(iv) Internal Auditor:

The Company has appointed M/s. JRAM & Co. Chartered Accountants Indore as theInternal Auditor of the company to take charge of the Internal Audit function.

14.2 AUDITOR’S REPORT/ SECRETARIAL AUDIT REPORT:

Explanations for remark in Auditor’s Report:

Point No.2 f) (i) Due to continue losses Company has become sick company. Looking intofinancial condition Company is not in position to redeem Preference Shares as per termsof the issue and pay the dividend accrued thereon. A detailed note is also provided inNotes to the Account annexed with Balance Sheet of the Company.

Point No. 2 f) ii) As Company is a sick Company and registered with BIFR is incontinuous touch with Banks and Financial Institutions for settlement to clear their duesfor the revival of the Company. During the year ARCIL has taken over the accounts of thelending Banks.

Explanations for remark in Secretarial Auditor’s Report:

Point No.2 (a) Due to heavy losses and sick Company status it is difficult to bearextra cost however company has placed all the information and results at BSE and its ownwebsite and has started publishing the same in newspaper also.

Point No.2 (b) Company has already applied and trying for revocation of suspension.

Point No.2 (c) as the shares of the Company are listed at BSE which is having nationalwide approach and other regional stock exchanges are closed or in the process of closingas per SEBI order hence company has not circulating the information to them.

Point No.2 (d & e) As the Company is sick company and defaulted in the payment ofits secured debts and having negative CIBIL no body is interested to become Director orCompany Secretary however Company is trying to comply with the requirements.

Point No.2 (f) That will be complied at the earliest.

Point No.2 (g) Due to continue losses Company has become sick company. Looking intofinancial condition Company is not in position to redeem Preference Shares as per termsof the issue and pay the dividend accrued thereon. A detailed note is also provided inNotes to the Account annexed with Balance Sheet of the Company.

Point No.2 (h) Amount will be transferred at the earliest.

Point No.2 (i) Company is trying to purchase Hank Yarn Obligation to fulfill therequirement that will be done at the earliest.

15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.

The details of the investments made by company are given in the notes to the financialstatements.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year the Company has not entered into any kind of transactions with relatedparties and hence as there are no such transactions inconsistent with sub-section (1) ofsection 188 of the Companies Act 2013 so no AOC-2 is required to be given in thisreport. The company has adopted a Policy on Related Party Transaction which is availableon the website of the Company i.e. http:// www.dhartextile.com/

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

(A) Conservation of energy-

(i) Company ensures that the manufacturing operations are conducted in the mannerwhereby optimum utilisation and maximum possible savings of energy is achieved.

(ii) No specific investment has been made in reduction in energy consumption.

(iii) As the impact of measures taken for conservation and optimum utilisation ofenergy are not quantitative its impact on cost cannot be stated accurately.

A: Power & Fuel Consumption Current Year 2014-15 Previous Year 2013-14
I. Electricity
(a) Purchased Units (KWH) 6711119 5891047
Total Amount (Rs.) 45287841.00 41455660.00
Rate Per Unit (Rs.) 6.75 7.04
(b) Own Generation
(i) Through Diesel Generation Unit (KWH) Nil Nil
(ii) Through Thermal Generation Unit (KWH) Nil Nil
(iii) Through Trial Run
Unit (KWH) Nil Nil
Unit Per Ton Of Coal (KWH)
Cost Per Unit (Rs.)
II. Coal
Quality
Where Used
Quantity Used (M.T.) 5156 3510.73
Total Cost (Rs.) 33004190.00 19961679.00
Average Rate Per M.T. /Rs. 6401.07 5685.90
III Furnace Oil Nil Nil
IV Others/Internal Generation Nil Nil
B: Consumption Per Unit Of Production
Product
Unit
Electricity (KWH/MT) 51.91 59.91
Cost Of Coal Per M.T. 255.29 385.71

(B) Technology absorption-

(i) Company's products are manufactured mostly by using indigenous technology and nooutside technology is being used for manufacturing activities.

(ii) The company has no specific research & development expenditure during theyear; (iii) No imported technology is installed by the company.

(C) Foreign exchange earnings and Outgo-

During the year the Company has no foreign exchange earnings and expenses.

18. BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act 2013 & Clause 49 of thelisting agreement the company has constituted a business risk management committeeconsisting of three (3) directors under the chairmanship of Independent Director. Thedetails of the committee and Risk Management Policy are set out in the Report on CorporateGovernance which is annexed as ANNEXURE II with this report and shall form part ofthe Board’s report.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of the threshold limits provided under Section 135 of the Companies Act 2013and Rule 3 of the Companies (Corporate Social Responsibility Policy) Rules 2014 yourCompany has not falls in the ambit of the said section and accordingly the provisions ofthe section is not applicable to the Company.

20. FORMAL ANNUAL EVALUATION:

Pursuant to section 134 (3) (p) of the Companies Act 2013 and Rule 8(4) of Companies(Accounts) Rules 2014 and clause 49 (iv) (b) of listing agreement the Board has Carriedout an evaluation of its own performance the directors individually as well as theevaluation of its Committees as per the criteria laid down in the Nomination Remunerationand Evaluation policy. The said policy including above said criteria for the evaluation ofthe Board individual directors including independent directors and the committee of theboard has been laid down in Report on Corporate Governance which is annexed as ANNEXUREII with this report and shall form part of the Board’s report.

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

During the year there are no significant material orders passed by the Regulators /Courts/ Tribunals impacting the going concern status of the Company and its futureoperations.

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has a proper internal control system which provides adequate safeguardsand effective monitoring of the transactions and ensures that all assets are safeguardedand protected against loss from unauthorized use or disposition.

The Company has an internal audit system from an outside agency which ensures that theCompany’s control mechanism is properly followed and all statutory requirements areduly complied with.

Moreover the audit committee of the Company comprising of all independent directorsregularly reviews the audit plans adequacy of internal control as well as compliance ofaccounting standards.

Also the CEO/ CFO has the responsibility for establishing and maintaining internalcontrols for financial reporting and that they also have the overall responsibility toevaluate the effectiveness of internal control systems of the company pertaining tofinancial reporting and they have to disclose to the auditors and the Audit Committeedeficiencies in the design or operation of such internal controls if any of which theyare aware and the steps they have taken or propose to take to rectify the deficiencies.

23. AUDIT COMMITTEE:

The Audit Committee comprises of three (3) directors all of whom are IndependentDirectors.

Name Designation
Mr. Pankaj Singhal Chairman
Mr. Sunil Choudhary Member
Mr. Vijay Bakliwal Member

The Board has considered all recommendations of the Audit Committee as and whenprovided during the year under review and hence do not call for any disclosure underSection 177(8) of the Companies Act 2013.

24. DISCLOSURE IN TERMS OF VIGIL MECHANISM:

The Company believes in the conduct of its affairs in a fair and transparent manner byadopting highest standards of professionalism honesty integrity and ethical behavior.The Company is committed to develop a culture in which every employee feels free to raiseconcerns about any poor or unacceptable practice and misconduct. In order to maintain thestandards has adopted lays down this Whistle Blower Policy to provide a framework topromote responsible and secure whistle blowing.

The Board of Directors of your Company has adopted the Vigil Mechanism and WhistleBlower Policy in compliance of Companies Act 2013. Details of the Policy is given in theReport on Corporate Governance which is annexed as ANNEXURE II with this report andshall form part of the Board’s report and the said policy has already been uploadedon the website of the company i.e. http:// www.dhartextile.com/.

25. COMMISSION RECEIVED BY DIRECTORS FROM HOLDING AND SUBSIDIARY:

During the year under review neither the Managing Director nor Whole-time Director isin receipt of commission from the company and also has not received any remuneration orcommission from any holding or subsidiary company of company u/s 197(14).

26. MANAGERIAL REMUNERATION:

Disclosures Pursuant to Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

1. The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year;

No salary has been provided to any of the Directors during the year under review.However the Company has given remuneration to its employees during the year and on thebasis of that the median remuneration given to employees during the year was Rs.80324.00/-.

2. The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year;

S. No. Name Designation CTC Median Employee Salary Ratio
1. Mrs. Indu Batni* CFO 197096 80324 2.45:1

*Considered remuneration after her appointment as CFO.

#No salary has been provided to any of the Directors and Key Managerial Person duringthe year under review other than as detailed above.

The Company has incurred a loss of Rs. 330.42 Lacs against the loss of Rs. 71.57 Lacsin the previous year. The remuneration of the KMP’s are duly reviewed on annual basiskeeping in mind the tenure the past performance and current performance.

3. The percentage increase in the median remuneration of employees in the financialyear;

Remuneration of April 2014 (Total earning + Employer PF) Remuneration of April 2015 (Total earning + Employer PF) Increase Percentage
6835 7343 508 7.43

4. The number of permanent employees on the rolls of company;

As on 31st March 2014 (No. of Employees on Payrolls As on 31st March 2015 (No. of Employees on Payrolls % Change During the Year
132 130 (1.51)

5. The explanation on the relationship between average increase in remuneration andcompany performance;

Particulars Financial Year 2013-14 Financial Year 2014-15 % Change
Total Revenue 358649241 314528018 (12.30)
Profit Before Tax (7157831) (33042297) 361.62
Profit After Tax (7157831) (33042297) 361.62
Total Remuneration Paid 32208570 34382157 6.75

The overall remuneration paid by the company has gone up by 6.75 % as compared toprevious financial year. The remuneration paid consists of remuneration paid to itsemployees and CFO only and further no remuneration was paid by the Company to any of theDirectors and KMP’s (excl. CFO) and most of the employees of the company have onlythe fixed components hence the remuneration paid does not vary with the revenue or Profitafter tax of the company. The nature of the business of the company directly relates withmarket conditions economic environment exchange rates government stability and variousother factors. The company has the practice of having a long term relationship with itsemployees and thus do not have major impact of increase/decrease in revenue or change inmarket conditions.

6. For comparison of the remuneration of the Key Managerial Personnel against theperformance of the company kindly refer to point no. 2. above;

7. Variations in the market capitalisation of the company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the company in comparisonto the rate at which the company came out with the last public offer in case of listedcompanies and in case of unlisted companies the variations in the net worth of thecompany as at the close of the current financial year and previous financial year;

Particulars 2000* 2009
Share Price 50.00** 2.41***
Equity Shares 5675753 6308753
Market Capitalization (Rs. In Lacs) 283787650.00 15204094.73

*The Company’s last public offer was in March 2000

**Closing Price as at 31.03.2000.

***Closing Price as at February 2009.

#the shares of the Company was suspended for trading from the year 2009.

8. Average Percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof;

Remuneration paid to employees excluding managerial personnel for 2013-14 Remuneration paid to employees excluding managerial personnel for 2014-15 % Change in remuneration paid to employees excluding managerial personnel Remuneration paid to managerial personnel for the FY 2013- 14* Remuneration paid to managerial personnel for the FY 2014- 15* % Change in remuneration paid to managerial personnel
32208570 34382157 6.75 - 197096 -

*Remuneration provided to CFO only.

Further there are no exceptional circumstances for increase in the managerialremuneration.

9. During the year under review no variable component of remuneration availed byDirectors of the Company;

10. During the year under review the Company has not provided any remuneration to anyof its Directors and accordingly all the employees were in receipt of remuneration inexcess of all the directors during the year; and

11. It is hereby affirmed that the remuneration paid by the Company to its CFO andEmployees during the year under review is as per the Nomination Remuneration &Evaluation Policy of the company.

27. EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS:

The company has not issued any shares with differential voting rights and accordinglythe provisions of Section 43 read with Rule 4(4) of the Companies (Share Capital andDebentures) Rules 2014 of the Companies Act 2013 and rules framed there under are notapplicable for the year.

28. DETAILS OF SWEAT EQUITY SHARES:

The company has not issued any sweat equity shares and accordingly the provisions ofSection 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules2014 of the Companies Act 2013 and rules framed there under are not applicable for theyear.

29. DETAILS OF EMPLOYEES STOCK OPTION SCHEME:

The company has not granted stock options and accordingly the provisions of Section62(1)(b) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014of the Companies Act 2013 and rules framed there under are not applicable for the year.

30. DISCLOSURE OF VOTING RIGHTS NOT EXCERCISED:

The company has not made any provision of money for the purchase of or subscriptionfor shares in the company or its holding company if the purchase of or the subscriptionfor the shares by trustees is for the shares to be held by or for the benefit of theemployees of the company and accordingly the provisions of Chapter IV (Share Capital andDebentures) of the Companies Act 2013 and rules framed there under are not applicable forthe year.

31. EMPLOYEES:

Employee’s relation continued to be cordial throughout the year. Your Directorswish to place on record their sincere appreciation for the excellent spirit with which theentire team of the Company worked at factory and office premises in such hard time of theCompany.

During the year under review none of the employee has received remuneration of Rs.5.00 Lacs per month or Rs. 60.00 Lacs per year or at a rate which in the aggregate is inexcess of that drawn by the managing director or whole-time director or manager and holdsby himself or along with his spouse and dependent children not less than two percent ofthe equity shares of the company pursuant to Section 197 (12) of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and hence do not call for any further details referred to in Rule5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

32. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Report on Corporate Governance and Management Discussion and Analysis Report in termsof Clause 49 of the Listing Agreement are annexed as ANNEXURE II and ANNEXUREIII respectively with this report and shall form part of the Board’s report.

A certificate from the Auditors confirming compliance with the conditions of CorporateGovernance is also annexed as ANNEXURE IV

33. PAYMENT OF LISTING FEES:

Annual listing fee for the year 2014-15 has been paid by the Company to BSE Limited.

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

The Board of Directors of the Company has approved and adopted the "Policy onPrevention of Sexual Harassment at Workplace" to provide equal employment opportunityand is committed to provide a work environment that ensures every woman employee istreated with dignity and respect and afforded equitable treatment. The Company has formedan Internal Complaints Committee where employees can register their complaints againstsexual harassment. This is supported by the Sexual Harassment Policy which ensures a freeand fair enquiry process with clear timelines. Present composition of the committee is asfollows:

S. No. Name Designation
1. Ms. Indu Batni Chairperson
2. Mr. Pankaj Singhal Member
3. Mr. Vijay Bakliwal Member

35. PAYMENT OF DEPOSITORY FEES:

Annual Custody/Issuer fee for the year 2015-16 will be paid by the Company to NSDL andCDSL on receipt of the invoices.

36. DEMAT STATUS:

The company’s shares are presently held in both electronic and physical modes.

37. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company neither has any Subsidiary Company as defined u/s 2(87) nor any AssociateCompany as defined u/s 2(6) nor any Joint Ventures as on date of this report and furtherthat none of such companies became or ceased to be as such during the year under review.

38. TRANSFER TO INVESTORS EDUCATION & PROTECTION FUND:

As per the provisions of section 125 of the Companies Act 2013 and as per rule 3 ofthe Investor Education and Protection Fund (Awareness and Protection of Investors) Rules2001 the Unclaimed Dividend is required to be transferred to the said Investor Educationand Protection Fund Account which will be deposited shortly.

39. CODE OF FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION AND CODE OFCONDUCT UNDER

SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS 2015

Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015 the Board of Directors has formulated and adopted the "Codeof Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation" (Code of Fair Disclosure) of the Company.

The Board has also formulated and adopted "Code of Conduct for Prohibition ofInsider Trading" (Code of Conduct) of the Company as prescribed under Regulation9 of the said Regulations.

40. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for and gratitude to theBank Asset Reconstruction Company (India) Ltd. (ARCIL) and ARSEC (India) Ltd. for theirvaluable support and co-operation.

Your directors also wish to place on record their appreciation of the wholehearted andcontinued support extended by the shareholders investors employees and workers of thecompany which had always been a source of strength for the Company.

FOR AND ON BEHALF OF THE BOARD
THE DHAR TEXTILE MILLS LIMITED
PANKAJ JAJOO
Place: Indore CHAIRMAN AND MANAGING DIRECTOR
Date: 03rd September 2015 DIN: 00017748