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Donear Industries Ltd.

BSE: 512519 Sector: Industrials
NSE: DONEAR ISIN Code: INE668D01028
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OPEN 58.00
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VOLUME 11409
52-Week high 89.65
52-Week low 47.30
P/E 25.55
Mkt Cap.(Rs cr) 302
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 58.00
CLOSE 58.00
VOLUME 11409
52-Week high 89.65
52-Week low 47.30
P/E 25.55
Mkt Cap.(Rs cr) 302
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Donear Industries Ltd. (DONEAR) - Director Report

Company director report

Dear Members

Your Directors are pleasedto presentthe 31stAnnual Report and the AuditedAccounts for the Financial Year ended 31st March 2017.

Financial Highlights

The table given below gives the financial highlights of the Company on standalone basisfor the year ended 31st March 2017 as compared to the previous financial year.

Financial Results 2016-17 2015-16
(Rupees) (Rupees)
Gross Revenue 5224366643 5211134761
Net Profit for the Year 108767034 56299836
Add: Balance Brought Forward 309741836 265959190
Less: Proposed Final Dividend 10400000 10400000
Less: Dividend Distribution Tax 2117191 2117191
Amount Transferred to General Reserve Nil Nil
Balance Carried forward 405991679 309741836

Dividend:

The Directors have recommended a dividend @ Rs. 0.20 Paise per equity share of Rs. 2/-each for the approval of Shareholders at the ensuing Annual General Meeting.

Management Discussion and Analysis: (a) Industrial Structure and developments :

The Indian textiles industry is extremely varied with the hand-spun and hand-woventextiles sectors at one end of the spectrum while the capital intensive sophisticatedmills sector at the other end of the spectrum. The decentralised power looms/ hosiery andknitting sector form the largest component of the textiles sector. The close linkage ofthe textile industry to agriculture (for raw materials such as cotton) and the ancientculture and traditions of the country in terms of textiles make the Indian textiles sectorunique in comparison to the industries of other countries. The Indian textile industry hasthe capacity to produce a wide variety of products suitable to different market segmentsboth within India and across the world.

The Indian textiles industry currently estimated at around US$ 120 billion isexpected to reach US$ 230 billion by 2020. The Indian Textile Industry contributesapproximately 4 per cent to India's Gross Domestic Product (GDP) and 14 per cent tooverall Index of Industrial Production

(IIP).

The Total area under cultivatioNo f cotton in India is expected to increase by 7 percent to 11.3 million hectares in 2017-18 on account of expectations of better returnsfrom rising prices and improved crop yields during the year 2016-17.

Indian exports of locally made retail and lifestyle products grew at a compound annualgrowth rate (CAGR) of 10 per cent from 2013 to 2016 mainly led by bedding bath and homedecor products and textiles. The Government of India targets textile and garment sectorexports at US$

45 billion for 2017-18.

The Indian government has come up with a number of export promotion policies for thetextiles sector. It has also allowed 100 per cent FDI in the Indian textiles sector underthe automatic route.

The key initiatives announced in the Union Budget 2017-18 to boost the textiles sectorare listed below: ? Encourage new entrepreneurs to invest in sectors such asknitwear by increasing allocatioNo f funds to Mudra Bank from Rs 136000 crore to Rs244000 crore ? Upgrade labour skills by allocating Rs 2200 crore (b) Opportunitiesand Threats

The future for the Indian textile industry looks promising buoyed by both strongdomestic consumption as well as export demand. With consumerism and disposable income onthe rise the retail sector has experienced a rapid growth in the past decade with theentry of several international players like Marks & Spencer Guess and Next into theIndian market. The apparel market in India is estimated to grow at a Compound AnnualGrowth Rate (CAGR) of 11.8 per cent to reach US$ 180 billion by 2025.

The Indian cotton textile industry is expected to showcase a stable growth inFY2017-18 supported by stable input prices healthy capacity utilisation and steadydomestic demand.

However there are several challenges ahead for the Textile industry for enhancing itscompetitive strength and global positioning in terms of inflexible labour laws poorinfrastructure competition from low cost neighbouring countries which will have to beaddressed to sustain the growth momentum of the industry.

(c) Segment wise or Product wise performance

The Company has two reportable primary business segment viz. Manufacturing and Dealingin Textiles and Rental Property. The same has been reported in the Notes to the accounts.

(d) DiscussioNo n Financial performance with respect to operational performance.

The company reported a turnover of Rs.51773.12 Lacs during the year 2016-17 against aturnover of Rs. 51728.75 Lacs in the previous year. There was a growth of 1% in the Totalrevenues of the Company as compared to previous year. The Company clocked in a PBT of Rs.1692.66 Lacs during the year 2016-17 resulting in a growth of 181.01% as compared toprevious year.

(e) Human Resource Management

The Company has employee friendly HR policies and attracts the best talent in theIndustry. The attrition rates are quite low. The Company's policy of providing on the jobtraining has been instrumental in developing a good work force for the Company.

Corporate Governance Report:

The Company is committed to good corporate governance in line with the ListingRegulations. The Company is in compliance with the provisions on corporate governancespecified in the Listing Regulations.

A certificate of compliance from Mr. Yogesh Sharma a practicing Company Secretary andthe report on Corporate Governance form part of this

Directors' Report

Directors' Responsibility Statement:

In terms of section 134 (3) (c) of the Companies Act 2013 Directors state that:

1. In preparatioNo f annual accounts for the year ended 31st March 2017 theapplicable accounting standards have been followed along with proper explanations relatingto material departures if any;

2. The directors have 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 as at 31st March 2017 and profit for theyear ended on that date;

3. The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

4. The directors have prepared the annual accounts on a going concern basis;

5. The directors have laid down proper internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively and

6. The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems were adequate and operating effectively.

Extract of Annual Return:

Extract of Annual return in form MGT-9 as required under section 92 of the CompaniesAct 2013 is annexed as Annexure A of this report

Deposits:

During the financial year under report the Company has not accepted deposits within themeaning of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.

Particulars of Loans Guarantees and Investments:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Notes to the Financial Statements.

Directors:

Mr. Vishawanath L. Agarwal retires by rotation at the ensuing Annual General Meeting interms of Section 152 of the Companies Act 2013. The Act provided that IndependentDirectors are not subject to retirement by rotation.

Familiarization Programme for Directors:

At the time of appointment a Director a formal letter of appointment is given tohim/her. The Director is also explained in detail the role function duties andresponsibilities expected from him/her and also compliance required from him/her under theCompanies Act 2013 Listing Agreement with stock exchanges. Further the Chairman andManaging Director also will have one to one discussion with the newly appointed Directorto familiarize with the Company's operation.

During the year 2016-17 no new Independent Director was appointed on the Board of theCompany. However on aNo n-going basis as a part of Agenda of Board/Committee MeetingsPresentations are regularly made to the Independent Directors on various mattersinter-alia covering the Company's and its businesses & operations Industry andregulatory updates strategy finance risk management framework role rightsresponsibilities of the Independent Directors under various statutes and other relevantmatters (familiarization programs). Four such familiarization programs were conductedduring the year and the cumulative time spent on the familiarization program isapproximately four hours.

Performance of Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and Listing Regulations theBoard has carried out annual performance evaluatioNo f its own performance the Directorsindividually as well as the evaluatioNo f the working of its committees. A structuredquestionnaire is prepared after taking into consideration inputs received from thedirectors covering various aspects of the Board's functioning.

The evaluation was done on various parameters like vision and strategy Boardparticipation disclosure of interest review of risk management policies leadershipskills good governance marketing and corporate communications etc.

Risk Management:

The Company has adopted a Risk Management Policy for the Company includingidentification therein the elements of risk if any which in the opinioNo f the Board maythreaten the existence of the Company. After identifying the risk and assessing the levelof impact controls are put in place to mitigate the risk by the concerned executives whoare responsible to control the exposure of the risk and balance the impact of risk on acontinuous basis.

Independent Directors Meeting:

During the year under review a meeting of Independent Directors was held on 6thMarch 2017.

Related Party Transactions:

All related party transactions that were entered into during the year under review wereon arm's length basis and in the ordinary course business and that the provisions ofsection 188 of the Companies Act 2013 and rules made thereunder are not attracted.Therefore the disclosures of form

AOC -2 pursuant to section 134 of the Companies Act 2013 is not required. Further thereare no material significant related party by the company with Promoters Directors KeyManegerial persons or other related parties which may have potential conflict with theinterest of the company at large.

All the Related party transactions for the year are placed before the audit committeeas well as before the board and were of the repetitive nature. The transactions enteredinto related parties are reviewed on the quarterly basis. Omnibus approval was alsoobtained for transactions on yearly basis which are of repetitive nature.

Auditors:

M/s. Kanu Doshi Associates LLP is appointed as Statutory Auditors to hold office fromthe conclusioNo f 31st Annual General Meeting to the conclusioNo f 34thAnnualGeneral Meeting (Subject to ratificatioNo f the appointment by the members at every AnnualGeneral Meeting). The Auditors have given their eligibility certificate in terms ofSection 139 of the Companies Act 2013.

Whistle Blower Policy:

Company has a Whistle Blower Policy to report genuine concerns or grievances. The sameis explained in the Corporate Governance Report No person has been denied access to AuditCommittee.

Corporate Social Responsibility:

As a part of its initiative under the ‘Corporate Social Responsibility' (CSR)drive the Company has undertaken project in the area of rural development Promotinghealth care education etc. These projects are in accordance with Schedule VII of theCompanies Act 2013 and the Company's CSR Policy. The report on CSR activities as requiredunder Companies (Corporate Social Responsibility Policy) Rules 2014 is set out as AnnexureB– forming part of this report.

Cost Auditors:

The Board of Directors at its meeting held on 30th May 2017 based on therecommendatioNo f the Audit Committee appointed Y. R. Doshi & Co. (Firm RegistrationNo. 000003) Cost Accountants Mumbai as Cost Auditors for undertaking Cost Audit of theCost Records maintained by the

Company for the Financial Year 2017-2018 at a remuneratioNo f Rs. 1.25 lacs (Rupees OneLacs Only) plus service tax as may be applicable and out of pocket expenses atactual.ThesaidAuditorshavegiventheireligibilitycertificatefor appointment as CostAuditors. The remuneration payable to the said Cost Auditors needs to be ratified by theShareholders at the ensuing Annual General Meeting.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules madethere under the Company has appointed Mr. Yogesh

Sharma a Company Secretary in Practice to undertake the Secretarial Audit of theCompany. The Secretarial Audit Report is annexed as

Annexure - C of this Report.

Particulars of Employees and related disclosure:

There are no employees drawing a monthly or yearly remuneration in excess of the limitsspecified by the Companies Act 2013 and Rules 5(2)and 5(3) of the Companies (Appointmentand RemuneratioNo f Managerial Personnel) Rules 2014. The details are annexed herewith asAnnexure D Energy Technology Absorption and Foreign Exchange:

Information required under Section 134(3)(m) of the Act read with Rule 8(3) of theCompanies

(Accounts) Rules 2014 with respect to conservatioNo f energy technology absorptionand foreign exchange earnings/outgo is included in

Annexure E Acknowledgement:

Your Directors acknowledge the support and counsel extended by the bankers governmentagencies shareholders investors employees and others associated with the Company. TheDirectors look forward the same in future also.

For and on behalf of Board of Directors
Mr. Vishwanath L. Agarwal
Chairman

Mumbai 30th May 2017