DHANADA CORPORATION LIMITED
The Board of Directors of your Company has pleasure in presenting the 33rdAnnual Report of the Company together with the Audited statements of accounts for the yearended on 31st March 2019.
1. Financial summary or highlights / Performance of the Company:
Your Company's financial summary / performance during the year under review as comparedto the previous year are summarized below:
| || ||(Rs. in Crores) |
|Particulars ||2018 19 ||2017 18 |
|Turnover ||11.22 ||10.93 |
|Profit / (Loss) before Finance charges Tax Depreciation / Amortization ||2.37 ||(0.82) |
|Finance Charges ||3.04 ||2.61 |
|Profit / (Loss) before Tax Depreciation / Amortization ||(0.67) ||(1.79) |
|Depreciation ||0.98 ||1.20 |
|Profit / (Loss) before Tax ||(1.65) ||(2.99) |
|Provision for Tax ||Nil ||Nil |
|Profit / (Loss) after Tax ||(1.65) ||(2.99) |
|Proposed Dividend ||Nil ||Nil |
In view of the losses the Board of Directors does not recommend any dividend for theyear ended on 31st March 2019.
No amount is proposed to be transferred to the Reserves.
4. State of Affairs (Standalone):
During the year under review the turnover of the Company increased by 3% as comparedto the previous year. This was a result of increased occupancy achieved through marketingtie-ups and other initiatives taken by the management. The Average Room Revenue (ARR)registered a significant increase. The revenue from Food & Beverages Segment has beendecreased as compared to the previous year.
However operating margins were under pressure due to increase in operating costsespecially employee benefit cost. As a result the Company could not register profit.
The shortage of finance continues to be the major challenge before the Company. Theparent company was not able to extend its helping hand due to its own problems.
Due to the NPA status all the sources of raising further finance are blocked. ThePromoters are doing whatever is possible in their individual capacity to remedy thesituation.
The Company somehow managed its working capital needs through internal resources.
Current Year Prospects
The fortune of the hospitality industry has always been linked to the prospects of thetourism industry and general economic growth. On both fronts the current year seems to bepositive. The first quarter of the current year registered higher occupancy rate ascompared to the corresponding period in previous year. Barring unforeseen difficultiesthe Hotel is expected to keep up its performance. However due to reasons explainedearlier margins are likely to remain under pressure.
The chances of improvement in financial situation during the year look dim.
5. Change(s) in the nature of business if any:
There is no change in the nature of business of the Company.
6. Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report:
Nil. No such material changes and commitments have occurred.
7. Details of significant and material orders passed by the regulators / courts /tribunals impacting the going concern status and the Company's operations in future:
The Court of District and Session Judge Aurangabad has passed an order for attachmentand sale of the property / assets of the Company under Maharashtra Protection of Interestof Depositors (In Financial Establishment) Act 1999 (MPID Act).
The Company had filed Petitions for Special Leave to Appeal in Supreme Court of IndiaDelhi against the order passed by the Aurangabad High Court and the Hon'ble High CourtMumbai for attachment and sale of the property / assets of the Company under MPID Act tochallenge the said orders. The Petitions were called on for hearing on 30thNovember 2018. Upon hearing the Hon'ble Court passed the order of dismissal of theSpecial Leave Petitions.
Accordingly the office of the Sub Divisional Officer and Competent Authority (MPIDAct) Aurangabad had taken possession of the Hotel premises and attached / debit freeze the bank accounts of the Company on 3rd November 2018. The CompetentAuthority had put the property / commercial building of the Company i.e. Hotel Vits CTSNo. 18349/1-2-3 Vedant Nagar Near Goldy Cinema Railway Station Road Aurangabad fore-Auction in the months of February and March 2019. However the said e-Auction had nottaken place.
Further pursuant to the order the Competent Authority has formed a Committee for thesupervision of the Hotel premises through the staff of the Hotel. The Competent Authorityhas opened a separate bank account to manage the day-to-day financial operations of theCompany.
On 24th May 2019 the Court of District and Session Judge Aurangabad haspassed an Order and permitted the office of the Sub Divisional Officer and CompetentAuthority (MPID Act) Aurangabad to continue the supervision of the Hotel premises andmanage the day-to-day financial operations of the Company. Further it has directed theCompetent Authority to deposit the amount lying in its bank account in the Court and todeposit the income of the VITS Hotel in the Court every fortnight along with the accountstatements.
8. Statement in respect of adequacy of internal financial controls with reference tothe Financial Statements:
Internal Financial controls are adequate and operating effectively commensurate withthe size nature of operations of the Company.
The separate report of the Auditors about the existence of internal financial controlssystem and its operations is attached to the Auditor's Report as an Annexure A to theAuditor's Report.
Explanation of Auditor's comment on Internal Financial Controls:
The management has noted the discrepancies pointed out by the Auditor and is takingsteps to strengthen the controls in those areas.
9. Details of Subsidiary / Associate Companies / Joint Ventures:
Nil. The Company has no Subsidiary / Associate / Joint Venture.
10. Performance and financial position of each of the subsidiaries included in theconsolidated financial statement:
11. Particulars of loans / advances / guarantees / investments outstanding during thefinancial year:
The particulars of loans / advances / guarantees / investments covered under Section185 and 186 of the Companies Act 2013 and as per SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 are given in the notes to the financial statementsprovided in the Annual Report.
The Company has not accepted deposits from the public within the meaning of Section 73of the Companies Act 2013 and the rules framed there under.
13. Loan form Directors:
The Company has from time to time accepted unsecured loans from its Managing DirectorMr. Ramesh R. Havele bearing no interest and the Company repaid the same during the yearso there is no outstanding balance of such loans as on 31st March 2019.
M/s. Shashank Patki and Associates Chartered Accountants Pune were appointed asStatutory Auditors of the Company in the 30th Annual General Meeting held on 30thSeptember 2016 to hold office till the conclusion of 35th Annual GeneralMeeting. The ratification of their appointment pursuant to Section 139 of the CompaniesAct 2013 is not required in terms of Notification No. S. O. 1833 (E) dated May 7 2018issued by the Ministry of Corporate Affairs.
Mr. R. V. Pore Practicing Company Secretary was appointed to conduct the secretarialaudit of the Company for the financial year 2018 2019 as required under Section204 of the Companies Act 2013 and rules made there under. The Secretarial Audit Reportfor the financial year 2018 2019 in Form MR-3 is attached as Annexure 1 to theDirectors' Report.
15. Explanations or comments on qualification reservation or adverse remark ordisclaimer in Auditor's Report:
The Audit Report contains certain observations and we offer our comments in this regardas under:
a. Auditors Comment As mentioned in note no. l of Note 23 B theaccounts have been compiled on the basis of the records and documents available with theCompany due to seizure of records and documents by Police authorities now partiallyreleased. The impact on accounts (financial as well as disclosure) due to suchnon-availability of the records is not ascertainable.
The management believes that there will be no significant impact on accounts (financialas well as disclosure) of the Company.
b. Auditors Comment As mentioned in foot note no. 7 of Note no. 4 and noteno. l of Note 23 B the Company has been carrying out the accounting of thetransactions on the basis of the information and documents available at the time ofcompilation of accounts. During the year the Company could get some of the records andbased on the same reconciliation of a few bank accounts (which hitherto was not possible)was done and the accounting was carried out on the basis of such bank reconciliationstatements which has resulted into an amount of Rs. 20836128.00 being reflected asadvanced to Mr. Ramesh Havele one of the directors of the company. This is incontravention of Section 185 of the Companies Act 2013. The financial liabilities onaccount of penalties if any have not been quantified and recognized in the accounts.
The Company may be liable for a fine which shall not be less than Rs. 500000 butwhich may extend to Rs. 2500000/- for violation of Section 185 of the Companies Act2013.
c. Auditors Comment As mentioned in foot note no. 1 of Note no. 1 and footnote no. 2 of Note no. 8 pending conveyance of land at Nande pending payment of stampduty applicable to scheme of arrangement & amalgamation sanctioned by Hon'ble BombayHigh Court vide their judgement dated 16th July 2009 and pending legalformalities of allotment of shares (the subject matter of the aforesaid scheme)accounting has been done of Fixed Assets (Land) of Rs. 15965999.74 Issued Subscribedand Paid up Share Capital of Rs. 1796254.00 Share Premium of Rs. 10669748.76 andCurrent Liabilities (Amount payable to Dr. Laxman V. Kulkarni) of Rs. 3499996.98.Pending completion of all legal formalities the respective amounts on the aforesaidaccounts are overstated to that extent.
The Company has acquired land at Nande from Dr. Laxman V. Kulkarni pursuant to theScheme of Amalgamation approved by the High Court. As per the Scheme the Company wasrequired to allot 1796254 Equity Shares and pay Rs. 3499996.98 additionally as aconsideration for the said land to Dr. Kulkarni by executing separate Conveyance Deed.However the management was advised that the allotment is required to be made before theexecution of the Conveyance Deed. Accordingly in good faith the Board allotted thenecessary shares to Dr. Kulkarni and prepared the deed for registration. However Dr.Kulkarni expressed his desire for upward revision of the total consideration as theprices of the land have gone up considerably since 01.04.2008 i.e. the appointed date andthe market price of the equity shares of the Company have not appreciated in line with thesame. Due to this the conveyance deed with Dr. Laxman V. Kulkarni is not yet done. Themanagement is exploring ways and means to sort out the issue and hopes that the same willbe resolved amicably. However until the financial difficulties are resolved a solutionto this issue appears remote. After settlement of the issue and completion of all legalformalities the aforesaid amounts accounted for under Fixed Assets Share Capital SharePremium will stand confirmed.
d. Auditors Comment As mentioned in foot note no. 3 of Note no. 1 in theabsence of the records the nature of Capital Work in Progress (pending since long) couldnot be ascertained. As such the probable accounting thereof capital or revenue ispending. Further the impairment of Assets (including Capital Work in Progress) if anyas per the requirements of Ind AS 36 has not been ascertained and as such the consequentfinancial impact on accounts is not ascertainable.
The management believes that there will be no significant impact on accounts (financialas well as disclosure) of the Company. Till the underlying asset is put to use the amountwill stay under Capital work in progress.
e. Auditors Comments Details and supporting documents of the amount of Rs.39100000/- paid as Advance to Dr. Laxman V. Kulkarni (Foot note 2 of Note no. 4) arenot available with the Company. As such we are unable to express our opinion on thegenuineness of the payment recoverability thereof and correctness of the accountingtreatment. Financial impact on accounts is not ascertainable.
The Company has acquired land at Nande from Dr. Laxman V. Kulkarni pursuant to theScheme of Amalgamation approved by the High Court. As per the Scheme the Company wasrequired to allot 1796254 Equity Shares and pay Rs. 3499996.98 additionally as aconsideration for the said land to Dr. Kulkarni by executing separate Conveyance Deed.However Dr. Kulkarni expressed his desire for upward revision of the totalconsideration as the prices of the land have gone up considerably since 01.04.2008 i.e.the appointed date and the market price of the equity shares of the Company have notappreciated in line with the same. The Company has paid Rs. 39100000/- to Dr. Kulkarnias Advance against the said land. However due to financial difficulties the Company isnot able to pay the balance amount as desired by Dr. Kulkarni. Due to this the conveyancedeed with Dr. Laxman V. Kulkarni is not yet done. The management is exploring ways andmeans to sort out the issue and hopes that the same will be resolved amicably. Howeveruntil the financial difficulties are resolved a solution to this issue appears remote.After settlement of the issue the amount of Rs. 39100000/- will be added to the FixedAssets under Land.
f. Auditors Comments As mentioned in foot note no. 5 of Note no. 7 Balanceswith Banks in current account include as amount of Rs. 17975000/- lakhs kept in bankaccount in the individual name of director. As informed to us this amount has been keptin No Lien Account as part of the negotiation with a lender bank for One Time Settlement.Further this account is subject to confirmation reconciliation and consequentialadjustments if any. Financial impact on accounts is not ascertainable.
The Company has received a proposal from Bank of Maharashtra to avail the "MAHAMUKTI YOJANA" Scheme introduced by it for One Time Settlement (OTS) of outstandingdues of the Company. A No Lean Account was opened in the name of Director of the Companyand the amount of Rs. 17975000/- was deposited in the said account as a part of thenegotiation with a lender bank. After finalization of OTS proposal this amount of Rs.17975000/- will be adjusted by the Bank against its dues. As a result the amount willbe reduced from Current assets and Current liabilities.
g. Auditors Comment As mentioned in foot note no. f of Note no. 23 B theoutstanding balances of sundry creditors sundry debtors and advances (taken or given)bank current accounts (as specified in foot note 8 and 9 of Note 7) bank depositaccounts all loan / overdraft accounts are subject to confirmation reconciliation andconsequential adjustments if any. Financial impact on accounts is not ascertainable.
The management believes that there will be no significant impact on accounts (financialas well as disclosure) of the Company.
h. Auditors Comment As mentioned in various notes no provision has been madefor interest on Sales Tax Deferment and interest / penalties for non-payment / latepayment of statutory dues and for non-compliance of legal formalities interest payable toMSME creditors etc. if any. The amount is not ascertainable. Financial impact on accountsis not ascertainable.
Phoenix ARC Pvt. Ltd. / Saraswat Co-Op. Bank Ltd. are not providing the statement ofdues / interest / penal interest / other charges if any. Hence the Company has providedin its books as per the contractual rate of interest. As far as Sales Tax demand isconcerned the Company has provided as per the Assessment Order. The penal interest /penalties are not provided for due to financial difficulties. Management is unable toestimate the impact of audit qualification.
i. Auditors Comment As mentioned in Note no. 16 and 20 in the absence ofdetails the interest on borrowings and on bank deposits has been accounted for atcontractual rates. Financial impact on accounts is not ascertainable.
Phoenix ARC Pvt. Ltd. / Saraswat Co.-Op. Bank Ltd. are not providing the statement ofdues / interest / penal interest / other charges if any. Hence the Company has providedin its books as per the contractual rate of interest. The penal interest / penalties arenot provided for due to financial difficulties. Management is unable to estimate theimpact of audit qualification.
j. Auditors Comment The company's gross investments in equity sharesof three subsidiary companies of Rs. 883.13 lakhs were sold during the previous year(2017-18) for an amount of Rs. 0.48 lakh only. The value of these investments wasdiminished progressively by charging to profit and loss accounts for the years from2014-15 to 2017-18 (Note no. 22). We have not examined the propriety of this sale whichis based on the management's assessment on the recoverability of these financial assetsand of the consequent loss.
These three subsidiary companies are non-operational. Their net-worth is completelyeroded. They did not contribute anything to the Company but added the work ofconsolidation. The Company is not in a position to infuse funds in these companies fortheir revival. The management has chopped of some dead wood from its Balance Sheet.
k. Auditors Comment In the absence of the records seized by Policeauthorities the correctness of the amounts written off / back could not be ascertained.
The management is unable to estimate the impact of audit qualification. However itbelieves that there will be no significant impact on accounts (financial as well asdisclosure) of the Company.
l. Auditors Comment The register required to be maintained undersection 189 of the Companies Act 2013 (the Act') was not produced for ourverification. As such the disclosure if any in respect of granting of any loans toparties covered under section 189 could not be ascertained.
Certain documents / papers / data / records / Minutes / Statutory Registers are underthe custody of Deputy Collector of Pune. Hence the management was unable to produce itfor verification. The management has decided to restore the fresh register under section189 of the Companies Act 2013.
m. Auditors Comment Professional fees includes an amount of Rs. 1884634.60being bill of a concern in which a director is interested towards professional fees.This bill pertains to earlier year when he was not a director of the Company.
The records and documents of the Company had been seized by investigation officer underMPID Act. Therefore the concerned bill could not be located and accounted. The same isnow accounted after getting a copy from the concerned Party. The management believes thatthere will be no significant impact on accounts (financial as well as disclosure) of theCompany.
n. Auditors Comment Note No. 23(B)(l) Compilation of Accounts
The management is taking every effort to protect the interest of all stakeholders ofthe Company and to remedy the situation as early as possible. Further the working of thehotel has not suffered. The management believes that there will be no significant impacton accounts (financial as well as disclosure) of the Company.
o. Auditors Comment Statutory dues
The delay was also occurred in payment of certain statutory dues due to financialdifficulties.
Rest of the Auditor's observations are either self-explanatory or are dealt with in theabove comments
16. Explanations or comments on qualification reservation or adverse remark ordisclaimer in Secretarial Audit Report:
An amount of Rs. 20836128/- is advanced to the Managing Director in contravention ofthe provisions of Section 185 of the Companies Act 2013:
The Company may be liable for a fine which shall not be less than Rs. 500000 butwhich may extend to Rs. 2500000/- for violation of Section 185 of the Companies Act2013.
Non filing of Form PAS 3 (earlier Form-2) for allotment of Equity sharesmade on 30th April 2010:
In respect of allotment of Equity shares against consideration other than cash theCompany has to file stamped document with the Registrar of Companies along with Form PAS 3 (earlier Form 2) i.e. Return of Allotment. Due to the pendency of payment ofstamp duty on High Court Order dated 16th July 2009 the Company is not able tofile the said form with the Registrar of Companies in respect of Equity Shares allotted toDr. Laxman V. Kulkarni.
Discrepancies in the issued share capital and listed share capital:
Due to technical issues and financial difficulties some formalities in respect ofissue of shares made under the Scheme of Arrangement and Amalgamation are not yetcompleted; hence those shares and the shares further issued by the Company through privateplacement are yet to be listed. The Company would like to resolve the issue. Howeveruntil the financial difficulties are resolved a solution to this issue appears remote.
Non submission of disclosures of related party transactions to the stockexchanges under Regulation 23(9) of SEBI (LODR) Regulations 2015:
The delay was made due to oversight.
Delay in filing outcome of the Board Meeting held on 23rd March 2019:
The delay was made due to ill health of the Compliance Officer.
Hundred percent of shareholding of promoters and promoters group is not indematerialized form:
As explained earlier due to technical issues some formalities in respect of 2900879Equity shares issued under the Scheme of Arrangement and Amalgamation to promoter are notyet completed; hence those shares and 5417000 Equity shares further issued by theCompany through private placement to promoter are yet to be listed. As the allottee cannotdematerialize the securities issued to him before listing of the same on the relevantstock exchange the 8317879 Equity shares held by the promoter(s) / promoter group arein physical form. The Company would like to resolve the issue. However until thefinancial difficulties are resolved a solution to this issue appears remote.
Non disclosure in Proxy Form as required under Regulation 44(4) of SEBI (LODR)Regulations 2015:
The default was made due to oversight.
Non publishing notices etc. in the newspapers as required under ListingRegulations:
The Company has submitted notices quarterly unaudited financial results and auditedfinancial statements etc. required under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 to the Bombay Stock Exchange Ltd. within the prescribedtime and the same were also made available on the website of the Company. However due tofinancial difficulties the Company did not publish notices results and statements etc.in the newspapers.
Delay in filing ATR report on SEBI Complaints Redress System (SCORES) platform:
The delay was made due to oversight.
The Company / management has not produced the proof of Notice sent / delivered to themembers and others for the Annual General Meeting held on 29th September 2018:
On 5th November 2018 the Deputy Collector of Pune has attached / takenunder his custody / sealed the properties of Mr. Ramesh Havele Director (DIN 00007580)parent company and other group companies and certain documents / papers / data / records /Minutes / Statutory Registers etc. of the Company parent company and other groupcompanies under MPID Act. The proof of Notice sent / delivered to the members and othersfor the Annual General Meeting held on 29th September 2018 are now under thecustody of Deputy Collector of Pune hence not produced.
Complaints against Chairman Directors and the Company:
The complaints and cases are still pending in the respective court/s. The Chairman andthe Directors are not yet convicted.
Rest of the Secretarial Auditor's observations are self-explanatory or dealt with /replied earlier in this Report.
17. Share Capital:
There were no changes in the share capital during the year under review.
18. Extract of the Annual Return:
The extract of annual report as on the financial year ended on 31st March 2019 in FormNo. MGT-9 has been placed on the website of the Company i.e. www.dhanadacorp.com. The weblink there to is http://www.dhanadacorp.com/ extract-of-annual-return.html.
19. Conservation of energy technology absorption foreign exchange earnings and outgo:
The Company through constant monitoring selection of energy saving equipments andeducation of staff and guests endeavors to conserve and optimize the use of energy.
The Company does not undertake any research and development activity neither does ituse any imported technology.
|Foreign Exchange Earnings ||: Nil |
|Foreign Exchange Outgo ||: Nil |
20. Corporate Social Responsibility (CSR):
The provisions of Section 135 of the Companies Act 2013 are not applicable to theCompany.
Change in Directors and Key Managerial Personnel (KMP)
No changes were made during the year under review.
Mrs. Veena R. Havele (DIN 00007593) retires by rotation at the ensuing Annual GeneralMeeting and is eligible for re-appointment. Your Directors recommend her re-appointment.
Mr. Shreeniwas G. Kale (DIN 00150957) was appointed as a Non ExecutiveIndependent Director of the Company for a term of 5 (Five) consecutive years with effectfrom 30th September 2014. Accordingly the term of appointment of Mr. Kalewould be expired on 29th September 2019. As per the provisions of Section 149read with Section 152 and other applicable provisions of the Companies Act 2013 andRegulation 25 of SEBI (LODR) Regulations 2015 the Company can re-appoint him for afurther term of 5 (Five) consecutive years by passing a special resolution. Hence theBoard recommends for the re-appointment of Mr. Shreeniwas G. Kale as a Non Executive Independent Director for further term of 5 (Five) consecutive years with effectfrom 30th September 2019.
Statement on declaration given by Independent Directors
The Company has received necessary declaration from Independent Directors under Section149(7) of the Companies Act 2013 and Regulation 25(8) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 that they meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
Relationship between directors inter-se
Mr. Ramesh R. Havele (DIN 00007580) and Mrs. Veena R. Havele (DIN 00007593) are relatedto each other as husband and wife.
Formal Annual Evaluation
The evaluation of the Board and its committees evaluation of performance of individualdirectors and independent directors in compliance with SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Schedule IV and other applicable provisions ofthe Companies Act 2013 was conducted based on the criteria such as the Board compositionand structures effectiveness of board processes information and functioningcontribution of the individual Director to the Board and Committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.
The performance of independent directors was evaluated by the entire Board ofDirectors.
Details of familiarisation programmes of Independent Directors
The Company has a policy to keep the Independent Directors informed and updated aboutthe business and the operations of the Company on a continuous / as needed basis. Inorder to familiarise the Independent Directors with the Company and to inform them abouttheir roles rights and responsibilities the Company conducts the orientation programsfor them.
The Company conducts an induction program for every new Independent Director joiningthe Company's Board covering the organization structure Company's business and its groupcompanies.
The Company issues detailed letter of appointment to the Independent Directorsdetailing their roles and duties to be performed as an Independent Director on the Boardof the Company.
The details of familiarisation programmes are available on the website of the Company.The web link thereto ishttp://www.dhanadacorp.com/pdf/Details%20of%20Familiarisation%20programme%20for%20IDs.pdf
22. Number of meetings of Board of Directors:
During the financial year 2018 2019 5 (Five) meetings of the Board of Directorswere held.
23. Audit Committee:
The Audit Committee consists of three members i.e. Mr. Dilip A. Prabhune (DIN01779383) Chairman of the Committee and Mr. Shreeniwas G. Kale (DIN 00150957) and Mrs.Veena R. Havele (DIN 00007593).
All recommendations made by the Committee during the year were accepted by the Board.
24. Stakeholders Relationship Committee:
The Stakeholders Relationship Committee consists of three members i.e. Mr. ShreeniwasG. Kale (DIN 00150957) Chairman of the Committee and Mrs. Veena R. Havele (DIN 00007593)and Mr. Dilip A. Prabhune (DIN 01779383).
The Committee reviews and ensures redressal of investor grievances. During the year2018 19 one complaint was received from the shareholder. The Company has resolvedthe same to the satisfaction of shareholder. There are no investor complaints pending ason 31st March 2019.
25. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee consists of three members i.e. Mr. ShreeniwasG. Kale (DIN 00150957) Chairman of the Committee and Mrs. Veena R. Havele (DIN 00007593)and Mr. Dilip A. Prabhune (DIN 01779383).
The Committee has formulated policy on nomination and remuneration of Directors KeyManagerial Personnel Senior Management Personnel and other employees including criteriafor determining qualifications positive attributes and independence of directorperformance evaluation and other matters in compliance with Section 178 of the CompaniesAct 2013 read with rules made there under and SEBI (Listing Obligations and DisclosureRequirement) Regulations 2015.
The said policy is also available on the website of the Company. A web link thereto ishttp://www.dhanadacorp.com/ pdf/Nomination%20and%20Remuneration%20Policy.pdf.
The Committee operates as per the policy adopted by the Board. All recommendations madeby the Committee were accepted by the Board.
26. Details of establishment of vigil mechanism for directors and employees:
The Company has established Whistle Blower / Vigil Mechanism Policy for directors andemployees to report concerns about unethical behaviour actual or suspected fraud orviolation of the Company's Code of Conduct and Ethics. The said policy is also availableon the website of the Company. A web link thereto is http://www.dhanadacorp.com/pdf/Vigil%20Mechanism%20Policy.pdf
27. Particulars of contracts or arrangements with related parties:
The particulars of every contract or arrangements entered into by the Company withrelated parties are disclosed in Form No. AOC-2 attached and forms part of the Directors'Report as Annexure 2.
The Company has formulated policy on materiality of Related Party Transactions and alsoon dealing with Related Party Transactions in compliance with SEBI (Listing Obligationsand Disclosure Requirement) Regulations 2015.
The said policy is available on the website of the Company. A web link thereto ishttp://www.dhanadacorp.com/pdf/ Related-Party-Transactions-Policy-Amended.pdf
28. Managerial Remuneration:
No director draws any remuneration from the Company.
Remuneration of Key Managerial Personnel (KMP)
|Name of KMP ||Designation ||Remuneration in 2018 19 ||Remuneration in 2017 18 ||% Increase of remuneration |
| || ||(Rs.) ||(Rs.) || |
|Mr. Ramesh Pradhan ||Chief Financial Officer ||577604/- ||571350/- ||1.09 |
|Mrs. Smita Mishra ||Company Secretary ||214004/- ||197750/- ||8.22 |
Median Remuneration of Employees (MRE) was Rs. Rs. 12723/- and Rs. 11910/- in thefinancial year 2018 19 and 2017 18 respectively. The increase in MRE in thefinancial year 2018 - 19 as compared to financial year 2017 18 is 6.83%.
The number of permanent employees on the rolls of the Company as on 31.03.2019 and31.03.2018 are 28 and 25 respectively.
The revenue of the Company has gone up by 3.30%. The Company has suffered losses. Theremuneration of the employees has increased by 8.08%.
The closing price of the Company's equity shares on BSE as of 31.03.2019 was Rs. 2.36/-representing a 76.40% decrease over IPO price.
It is affirmed that the remuneration of employees and KMPs is as per the remunerationpolicy of the Company.
No employee of the Company is receiving remuneration exceeding the limits prescribedunder Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.
29. Risk Management Policy:
In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has laid down procedures to inform Board members about the riskassessment and minimization procedures. The Board of Directors has also framed RiskManagement Policy / Plan. The said policy is available on the website of the Company. Aweb link thereto is http://www.dhanadacorp.com/pdf/Risk%20Management%20Policy.pdf
30. Corporate Governance and Management Discussion and Analysis Report:
The Company is committed to achieve business excellence and stakeholders' welfarethrough good corporate governance and adhere to the corporate governance requirements setout by SEBI. As per SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 Management Discussion and Analysis Report and Report on Corporate Governance alongwith Certificate of Compliance from Auditors are annexed and form part of the Directors'Report.
31. Directors' Responsibility Statement:
The Directors of the Company hereby state that:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting frauds and otherirregularities;
d) the Directors had prepared the annual accounts on a going concern basis;
e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;
f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
32. Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013:
The Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at workplace (PreventionProhibition and Redressal) Act 2013. No complaint was received or filed under the Actduring the year.
33. Maintenance of Cost Records:
The Company is not required to maintain cost records pursuant to Section 148(1) of theCompanies Act 2013 read with rules made thereunder. Hence no such accounts and recordsmaintained.
34. General Information:
On 5th November 2018 the Deputy Collector of Pune has attached / takenunder his custody / sealed the properties of Mr. Ramesh Havele Director (DIN 00007580)parent company and other group companies and certain documents / papers / data / records /Minutes / Statutory Registers etc. of the Company parent company and other groupcompanies.
On 31st December 2018 the Bank of Maharashtra Tilak Road Branch Pune haslodged First Information Report (FIR) / compliant to CBI EOW Mumbai under Section 120-Bof Indian Penal Code (IPC) read with Section 420 of IPC and substantial offences thereofagainst the Company its directors and others for criminal conspiracy and cheating in thematter of Term Loan availed by the Company. The investigation is under process.
The Directors express their sincere thanks to Dhanada Holdings Private Limited theparent company the Bankers employees and stakeholders for their continued support andthe faith and belief shown by them.
| ||For and on behalf of the Board of Directors |
| ||DHANADA CORPORATION LIMITED |
| ||Ramesh R. Havele ||Veena R. Havele |
| ||Chairman ||Director |
|Place : Pune ||Managing Director & CEO || |
|Date : 13th August 2019 ||(DIN 00007580) ||(DIN 00007593) |