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Dhanalaxmi Roto Spinners Ltd.

BSE: 521216 Sector: Industrials
NSE: N.A. ISIN Code: INE220C01012
BSE 00:00 | 04 Oct 75.45 0.20
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NSE 05:30 | 01 Jan Dhanalaxmi Roto Spinners Ltd
OPEN 76.90
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VOLUME 2257
52-Week high 141.00
52-Week low 61.70
P/E 6.88
Mkt Cap.(Rs cr) 29
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OPEN 76.90
CLOSE 75.25
VOLUME 2257
52-Week high 141.00
52-Week low 61.70
P/E 6.88
Mkt Cap.(Rs cr) 29
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Dhanalaxmi Roto Spinners Ltd. (DHANALAXMIROTO) - Director Report

Company director report

To The Members

Your Directors have pleasure to present their 34th Annual Report on thebusiness and operations of the Company together with the audited statements of accountsfor the financial year ended 31st March 2021.

1. FINANCIAL HIGHLIGHTS

The Company's financial results for the year under review along with previous year'sfigures are given hereunder:

Particulars Year ended March 31 2021 Year ended March 31 2020
Revenue from Operations 728395435 714540799
Other Income 34147182 20895324
Total Income 762542617 735436124
Expenses 703165785 710931218
Profits before exceptional and extraordinary items and tax 59376832 24504906
Exceptional Items/Prior Period Items (202521) 1404355
Profit Before Tax 59174311 25909261
Less: Tax Expenses 18654560 6541793
Net Profit After Tax 40519751 19367468

2. REVIEW OF OPERATIONS:

During the year under review your Company has earned a Net Profit of Rs. 40519751when compared to Net Profit of Rs.19367468 in the previous year. Net profit beforetaxation earned during the year under review amounted to Rs. 59174311 as againstRs.25909261 in the previous year.

3. DIVIDEND

To conserve the reserves of the Company the Company has not proposed any dividendduring the year.

4. RESERVES:

The Company proposes to transfer Rs. 40519751 to retained earnings for the FinancialYear 2020-21. With this addition the total Reserves & Surplus (including CapitalReserve Central Subsidy Investment Allowance Reserve Revaluation surplus & RetainedEarnings) as on March 31 2021 is Rs. 188714159 as against the Paid up Capital ofRs.39003000.

5. DIRECTORS

Mr.Anirudh Inani Director of the company retires at this Annual General Meeting andbeing eligible seeks reappointment. The Board recommended his appointment.

Designation of Mrs. Natasha Inani was changed from Non-Executive Director to ExecutiveDirector w.e.f. 01/10/2020 during the year under review. Further members of the company attheir Annual General Meeting held on 30/09/2020 reappointed Mr. Rajkumar Inani as ManagingDirector of the company for a term of three years w.e.f 01/04/2021. Members alsore-appointed Mr. Narayan Inani and Mr.Anirudh Inani as Executive Director and Whole TimeDirectors respectively for a term of three years w.e.f. 01/07/2021.

Further there were no changes in the composition of the board during the year underreview.

6. INDEPENDENT DIRECTORS (DECLARATION OF INDEPENDENT DIRECTOR)

The Company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 that he meets the criteria of independence laiddown in section 149(6) of the Companies Act 2013.

7. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The names of the Directors on the Board their attendance at Board Meetings held duringthe year is given below:

Name of the Director

Dates of Meeting

30/06/20 30/08/20 14/09/20 10/11/20 04/01/21 10/02/21
Rajkumar Inani Yes Yes Yes Yes Yes Yes
Narayan Inani Yes Yes Yes Yes Yes Yes
Anirudh Inani Yes Yes Yes Yes Yes Yes
Shyamsundar Jakhotia Yes Yes Yes Yes Yes Yes
Kasturi Nagendra Prasad Yes Yes Yes Yes Yes Yes
Simanth Roy Chowdhury Yes Yes Yes Yes Yes Yes
Natasha Inani Yes Yes Yes Yes Yes Yes

8. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:—

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 this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

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

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. Internal financial control means the policies and procedures adopted by theCompany for ensuring the orderly and efficient conduct of its business including adherenceto Company's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

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.

9. STATUTORY AUDITORS

M/s. Jeedigunta & Co Chartered Accountants are appointed as Statutory Auditors ofthe Company at the Annual General Meeting held on 29/09/2017 to hold office for a periodof 5 years until the conclusion of Annual General Meeting to be held for financial yearending 2022.

Further The Auditors' Report is unmodified i.e. it does not contain any qualificationreservation or adverse remark. The Auditor's Report is enclosed with the financialstatements in this annual report.

10. SECRETARIAL AUDITOR:

M/s. Baheti Gupta & Co. Company Secretaries are appointed at the Board Meetingheld on 30th June 2020 to conduct the secretarial audit of the Company forfinancial year 2020-21 as required under section 205 of the Companies Act 2013 and rulesmade thereunder. The Secretarial audit report for financial year 2020-21 forms part of theAnnual Report as ‘ANNEXURE-B' to the Boards Report. Further the Secretarial AuditReport does not contain any qualification reservation or adverse remark.

11. INTERNAL AUDITORS:

M/s. Vinay Surana & Co. Chartered Accountants performs the duties of InternalAuditors of the company and their report is reviewed by the Audit Committee from time totime.

12. COST AUDIT

The Central Government has not prescribed the maintenance of cost records under section148 (1) of the Companies Act 2013 for any of the goods dealt in by the Company.

13. ANNUAL RETURN

The copy of the Annual Return as on 31st March 2021 pursuant to theprovisions of Section 92 read with Rule 12 of the Companies (Management andAdministration) Rules 2014 is available on the website of the company and the same can beaccessed at https://www.dhanroto.com.

14. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company.

15. LOANS GUARANTEES INVESTMENTS MADE OR SECURITIES PROVIDED

The Company has complied with the provisions of investments made under Section 186 ofthe Companies Act 2013. However there were no Loans guarantees or securities providedunder Section 186 of the Companies Act 2013 during the year under review.

16. RELATED PARTY TRANSACTIONS

All material related party transactions that were entered into during the financialyear were on an arm's length basis and were in the ordinary course of business. AllRelated Party Transactions are placed before the Audit Committee and also the Board forapproval. Detailed information about the related party transactions is enclosed in formAOC-2 as

Annexure-A 17. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

18. LISTING ARRANGEMENTS:

Company's shares are presently listed on The Bombay Stock Exchange Limited & otherdetails are listed below:

Stock Exchange Name The BSE Limited
Scrip Code 521216
Scrip Name DHANROTO
ISIN INE220C01012

19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

As required by the provisions of Companies Act 2013 the relevant informationpertaining to conservation of energy technology absorption and foreign exchange earningsand outgo are given under: A. Conservation of Energy: Adequate measures have beentaken to reduce energy consumption wherever possible. There were no additionalinvestments made for the conservation of energy during the period under review.

B. I) Research and Development (R&D):

a) Specific areas in which R&D has been carried out by the company: NIL
b) Benefits derived as a result of the above R&D: NIL
c) Future plans of action: NIL
d) Expenditure on R&D: NIL

II) Technology Absorption Adaptation and Innovation:

a) Technology Imported: NIL
b) Year of Import: NIL
c) Has the technology been fully absorbed: NIL
d) Technical collaborator: NIL

C. Foreign Exchange Earnings and Outgo:

Particulars Amount Rs.
2020-21 2019-20
Earnings: 15495149 NIL
Outgo: 561458321 617377297

20. PARTICULARS OF EMPLOYEES

There is no employee who if employed throughout the financial year was in receipt ofremuneration for that year which in the aggregate was not less than One Crore and TwoLakhs rupees or if employed for a part of the financial year was in receipt ofremuneration for any part of that year at a rate which in the aggregate was not lessthan Eight lakh and Fifty thousand rupees per month or if employed throughout thefinancial year or part thereof was in receipt of remuneration in that year which in theaggregate or as the case may be at a rate which in the aggregate is in excess of thatdrawn by the managing director or whole-time director or manager and holds by himself oralong with his spouse and dependent children not less than two percent of the equityshares of the company and thus consequently no information is required to be provided inthis regard in accordance with the provisions of Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 of the Companies Act 2013 .

21. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has effective ‘internal financial controls' that ensure an orderly andefficient conduct of its business including adherence to company's policies safeguardingof its assets prevention and detection of frauds and errors accuracy and completeness ofthe accounting records and timely preparation of reliable financial information. Thereare adequate controls relating to strategic operational environmental and qualityrelated aspects too.

While these controls have been effective through-out the year these are reviewed on aperiodic basis for any changes/ modifications to align to business needs.

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

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

23. TRANSFER OF UNCLAIMED DIVIDEND FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

24. MATERIAL CHANGES AND COMMITMENT IF ANY

There were no material changes and commitments affecting financial position of thecompany during the year under review.

25. IMPACT OF COVID-19

The outbreak of corona virus (COVID-19) pandemic globally and in India and with strictlockdown imposed in the beginning of the Financial Year 2020-21is causing significantdisturbance and slowdown of economic activity. The Company's operations and revenue duringthe lockdown period were impacted due to COVID-19. The Company has taken into account thepossible impact of COVID-19 in preparation of financial statements. The Company has put inplace "Standard Operating Procedure" (SOP) as per the guidelines and directivesof the Ministry of Home Affairs and the Ministry of Health to safeguard against spread ofCOVID-19. The Company has organized campaigns to bring awareness amongst all employees andworkers on safeguards against COVID-19. Thermal temperature measurements at the gatesmandatory use of face masks hand washing and sanitizing facilities at entry and exit havebeen put in place along with strict ban on non-essential visitors. Safeguards for socialdistancing at work place are also being implemented. Meetings gatherings travellingetc. are being avoided with focus on video conferencing and other digital modes.

The Company ensured utmost safety of employees and business partners at factories byfollowing safeguard measures such as usage of masks/gloves regular temperature screeningsetting up disinfectant tunnels maintaining social distancing allowing limited workforceand regularly conducting comprehensive factory sanitization. Your Company efficientlyleveraged technology for seamless interactions.

Further the Company believes that it can manage the extreme event with its existingfinancial position.

26. BUSINESS RISK MANAGEMENT POLICY

Global events have challenged nearly every company leading to a rethink of assumptionsand adaption of strategies to a new operating environment that involves managing majorrisks with a renewed focus on the safety of people. The Company has adopted a RiskManagement Plan for implementation of Enterprise Risk Management (ERM) framework. As perthe Companies Act 2013 and SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 the Board shall establish a Risk Management Plan/ Policy and the AuditCommittee shall evaluate the Risk Management systems periodically.

In line with this requirement the Board is responsible for initiating and institutingthe ERM framework and setting the requisite tone at the top for implementation of the ERMframework. Further the Board shall be responsible for overseeing measures for managingrisk. The Plan also envisages a key role for the Audit Committee which shall periodically(at least annually) review the adequacy of Risk Management Systems recommend improvementsif needed discuss with external consultants Internal Auditors to test the adequacy andeffectiveness of the Risk Management System. In today's challenging and competitiveenvironment strategies for mitigating inherent risks in accomplishing the growth plans ofthe Company are imperative. The common risks inter alia are: Regulations competitionBusiness risk Technology obsolescence Investments retention of talent and expansion offacilities.

Business risk inter-alia further includes financial risk political risk fidelityrisk legal risk. As a matter of policy these risks are assessed and steps as appropriateare taken to mitigate the same.

27. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions under section 135 of the Companies Act 2013 were notapplicable for the financial year 2020-21.

However for the financial year ending 31st March 2021 the Company hasearned Profit before tax exceeding Rs. 5 Crores whereby the provisions of Corporate SocialResponsibility became applicable to the Company from the financial year 2021-22.

Further as per sub-section (9) of Section 135 where the amount to be spent by a companydoes not exceed fifty lakh rupees the requirement for constitution of the CorporateSocial Responsibility Committee shall not be applicable. Even though the amount to bespent by the company is less than fifty lakh rupees during the financial year 2021-22 as agood practice and for better governance Company at its Board Meeting held on 30thAugust 2021 constituted a Corporate Social Responsibility Committee consisting of thefollowing members:

Rajkumar Inani - Chairman
K.N. Prasad - Member
Narayan Inani - Member

Further the Committee will have a detailed review on the provisions of section 135 ofthe Companies Act 2013 and shall develop a Corporate Social Responsibility Policy to beimplemented by the Company for undertaking CSR initiatives during the financial year2021-22.

28. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid up capital of the Company is less than Rs. 10 Crores and Net worth ofthe Company is less than Rs. 25 Crores as specified in regulation 15 of SEBI (LODR)Regulations 2015 disclosure with respect to provisions relating to Corporate Governanceare not applicable to the Company for the financial year 2020-21.

After taking into consideration the results for the first quarter ending 30thJune2021 declared on 09th day of August 2021 the Networth of the Company isexceeding Rupees Twenty Five Crores whereby the regulations relating to CorporateGovernance of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015became applicable to the Company.

Further as per regulation of SEBI (LODR) Regulations 2015 company shall within aperiod six (6) months from the date of applicability of the said provisions of CorporateGovernance comply with the regulations governing Corporate Governance and accordingly yourCompany is in process of complying with the provisions relating to Corporate Governance

29. BOARD EVALUATION:

Pursuant to the provisions of Companies Act 2013 and according to SEBI ( ListingObligation and Disclosure Requirements) Regulations 2015 the Board has carried out annualperformance evaluation of its own performance the directors individually as well theevaluation of the working of its Audit Nomination & Remuneration and Stakeholdercommittee.

Policy:

1. The Nomination and Remuneration Committee and the Board shall review on annualbasis appropriate skills knowledge and experience required of the Board as a whole andits individual members. The objective is to have a board with diverse background andexperience that are relevant for the Company's operations.

2. In evaluating the suitability of individual Board member the NR Committee may takeinto account factors such as:

• General understanding of the company's business dynamics global business andsocial perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics integrity and values;

• Willingness to devote sufficient time and energy in carrying out their dutiesand responsibilities effectively.

2.1 The proposed appointee shall also fulfill the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the Companies Act 2013;

• shall endeavour to attend all Board Meetings and wherever he is appointed as aCommittee Member the Committee Meetings;

• shall abide by the Code of Conduct established by the company for Directors andsenior management personnel;

• shall disclose his concern or interest in any company or companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafter whenever there is achange in the disclosures already made;

• Such other requirements as may be prescribed from time to time under thecompanies Act 2013.

3. Criteria of independence

3.1 The Nomination & Remuneration Committee shall assess the independence ofDirectors at time of appointment/ re-appointment and the Board shall assess the sameannually. The Board shall re-assess determinations of independence when any new interestor relationships are disclosed by a Director.

3.2 The criteria of independence shall be in accordance with guidelines as laid down inCompanies Act 2013 and Regulation 16(b) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

3.3 The Independent Director shall abide by the "code for Independent Directors"as specified in Schedule IV to the Companies Act 2013.

4. Other directorships/ committee memberships

4.1 The Board members are expected to have adequate time and expertise and experienceto contribute to effective Board performance. Accordingly members should voluntarilylimit their directorships in other listed public limited companies in such a way that itdoes not interfere with their role as director of the company. The Nomination andRemuneration Committee shall take into account the nature of and the time involved in adirectory service on other Boards in evaluating the suitability of the individualDirector and making its recommendations to the Board.

4.2 None of the Director of the Company is holding Directorship in other company inexcess of the limits prescribed under the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Further the membership andchairmanship held by the Directors in different committees of the Board across all thecompanies is within the limits prescribed therein.

4.3 The details of the Directors Committee members and chairmanships is given inclause 7 above of this report.

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

The Company has in place a Sexual Harassment Policy in compliance with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. The Company always endeavours to create and provide an environment that is freefrom discrimination and harassment including sexual harassment.

The Directors further states that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act2013.

31. AUDIT COMMITTEE: (Constituted in terms of section 177 of the Companies Act 2013read with Regulation 18 of SEBI LODR Regulations 2015) & VIGIL MECHANISM.

A. AUDIT COMMITTEE

The Company has constituted a qualified and independent Audit Committee which acts as alink between the management external and internal auditors and the Board of Directors ofthe Company. The primary objective of the Committee is to monitor and provide effectivesupervision of the management's financial reporting process with a view to ensuringaccurate timely and proper disclosure and transparency integrity and quality offinancial reporting. The Committee adheres to the Companies Act 2013 in terms of quorumfor its meetings functioning role and powers as also those set out in the. The functionsof the committee include:

• Overseeing the company's financial reporting process and disclosure of itsfinancial information to ensure that the financial statements are correct sufficient andcredible;

• Recommendation of appointment and removal of external auditor fixation of auditfee and also approval for payment for any other services;

• Review of adequacy of internal audit function including the reportingstructure coverage and frequency of internal audit;

• Review of the company's financial and risk management policies;

• Review of the financial reporting system and internal control systems;

• Approve quarterly half yearly and annual financial results including majoraccounting entries involving exercise of judgment by the management;

• Representation by the Statutory Auditors to the management in regard to anyinternal control weaknesses observed by them during the course of their audit and theaction taken by the management thereon;

• Discussions with Statutory and Internal Auditors on matters related to theirarea of audit;

• Management Discussion & Analysis of the company's operations;

• Review of significant related party transactions;

• Review of implementation of the Fraud Risk Management Policy and the Fraud RiskAssessment Reports;

• Recommendation for appointment of Statutory Auditors and their remuneration; TheCommittee consists of qualified and Independent Non-Executive Directors. All the Memberson the Committee have the requisite qualification for appointment on the Committee andpossess sound knowledge of finance accounting practices and internal controls.

The Committee members met four times during the financial year 2020-21:

The Managing Director and Executive Directors of the company as well as the Internaland Statutory Auditors of the company attend Committee meetings to brief the Members. TheCommittee also invites Business and Departmental Heads to discuss matters concerningtheir business / departments as and when it deems necessary.

The composition of the Audit Committee and the details of meetings attended by itsmembers are given below:

The Audit Committee met Four times during the year on 30.06.2020 14.09.202010.11.2020 and 10.02.2021.

Name Designation Category No. of Meetings held No. of Meetings attended
K. N. Prasad Chairman Non-Executive Director (Independent) 4 4
Shyamsundar Jakhotia Member Non-Executive Director (Independent) 4 4
Narayan Inani Member Executive Director cum CFO 4 4

B. VIGIL MECHANISM

The Vigil Mechanism as envisaged in the Companies Act 2013 the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isimplemented through the Company's Whistle Blower Policy to enable the Directors employeesand all stakeholders of the Company to report genuine concerns to provide for adequatesafeguards against victimization of persons who use such mechanism and make provision fordirect access to the Chairman of the Audit Committee.

32. NOMINATION AND REMUNERATION COMMITTEE: (Constituted in terms of section 178 of theCompanies Act 2013 read with Regulation 19 of SEBI LODR Regulations 2015).

The "Nomination and Remuneration committee" is governed by a Charter dulyapproved by the Board of Directors of the company and in compliance with Section 178 ofCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

The remuneration policy as adopted by the company envisages payment of remunerationaccording to qualification experience and performance at different levels of theorganization. The Directors as well as those rendering clerical administrative andprofessional services are suitably remunerated according to the industry norms.

The terms of reference of the Committee inter alia include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment as Directors /Independent Directors based on certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personneland to other Senior Management positions;

• Formulate and review from time to time the policy for selection and appointmentof Directors Key Managerial Personnel and senior management employees and theirremuneration;

• Review the performance of the Board of Directors and Senior Management Employeesbased on certain criteria as approved by the Board. In reviewing the overall remunerationof the Board of Directors and Senior Management the Committee ensures that theremuneration is reasonable and sufficient to attract retain and motivate the bestmanagerial talent the relationship of remuneration to performance is clear and meetsappropriate performance benchmarks and that the remuneration involves a balance betweenfixed and incentive pay reflecting short term and long term objectives of the Company.

B. COMPOSITION OF THE COMMITTEE MEETINGS AND ATTENDANCE DURING THE YEAR:

The Nomination and Remuneration Committee met two times during the year on 20.08.2020and 10.11.2020.

Name Designation Category No. of Meetings held No. of Meetings attended
Simanth Roy Chowdhury Chairman Non-Executive Director(Independent) 2 2
Shyamsundar Jakhotia Member Non-Executive Director(Independent) 2 2
K.N. Prasad Member Non-Executive Director(Independent) 2 2

33. STAKEHOLDERS RELATIONSHIP COMMITTEE: (Constituted in terms of section 178 of theCompanies Act 2013 read with Regulation 20 of SEBI LODR Regulations 2015).

The Company has constituted a Stakeholders' Relationship Committee in compliance withSection 178 of the Companies Act 2013 and the SEBI (Listing Obligations and disclosureRequirements) Regulations 2015 to deal with various matters relating to:

• Approve / refuse / reject registration of transfer / transmission /transposition of shares.

• Authorise:

(i) Issue of duplicate share certificates and issue of share certificates after split /consolidation / rematerialization of shareholding.

(ii) Printing of Share Certificates.

(iii) Affixation of Common Seal of the Company on Share Certificates.

(iv) Directors / Managers / Officers / Signatories for signing / endorsing ShareCertificates.

(v) Necessary applications / Corporate Actions to Stock Exchanges and Depositoriesarising out of and incidental to the exercise of options by the employees.

• Monitoring expeditious redressal of investors grievances.

• Non-receipt of Annual Report and declared dividend.

• All other matters related to shares.

ii. Composition:

The composition of the Stakeholders' Relationship Committee and the details of meetingsattended by its members are given below: The Stakeholders' Relationship Committee met fourtimes during the year on 06.04.2020 06.07.2020 05.10.2020 and 04.01.2021.

Name Designation Category No. of Meetings held No. of Meetings attended
Shyamsundar Jakhotia Chairman Non-Executive Director(Independent) 4 4
K.N. Prasad Member Non-Executive Director(Independent) 4 4
Rajkumar Inani Member Managing Director 4 4

34. DETAILS OF COMPLAINTS/REQUESTS RECEIVED RESOLVED AND PENDING DURINGTHE YEAR2020-21

NUMBER OF COMPLAINTS NUMBER
Number of complaints received from the investors comprising non-receipt of securities sent for transfer and transmission. NIL
Complaints received from SEBI / Registrar of Companies / Bombay Stock Exchange / National Stock Exchange/ SCORE and so on NIL
Number of complaints resolved NA
Number of complaints not resolved to the satisfaction of the investors as on March 31 2021 NA
Complaints pending as on March 31 2021 NIL
Number of Share transfers pending for approval as on March 31 2021 NIL

35. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

a) Industry Structure and Developments:

The Company is mainly engaged in Trading Activity in the line of Textiles Paper andWood Pulp.

The Company has established itself in Paper and Wood Pulp market. The Company is tryingto improve on small beginning made in last couple of years in commodity trading andexports.

b) Opportunities and threats:

The Company feels happy to inform that it has established itself in the Indian WoodPulp Market. Giving timely and excellent services Company has established dedicatedcustomers whose base is steadily improving. However the Wood Pulp market fluctuatesaccording to international rates which effect margins and being a trader the company isvery much dependent on buyers and sellers for its growth.

During the year under review the international market for wood pulp was highlyflucutuating. Supply lines and shipping schedules were badly effected due to impact of theCovid-19 Pandemic and there was severe slowdown in the economy and international marketand this has affected the business of the Company in the first quarter of the financialyear. However the Company revived its operations in the 2nd 3rdand 4th quarter.

c) Outlook:

In the Business support services your company is participating in the Tenders called bythe Government Semi-government and private companies. In the Business support Servicesector the company is receiving regular work not only from its existing clients but isalso exploring opportunities from new clients. In the Financial Sector the share marketwas very volatile and hence your company taking adequate measures to ensure properinvestment decision. c) Segment wise or product wise reporting

The Company is engaged in only one segment and trades in the wood pulp. Performance ofthe Company is satisfactory due to the down turn in international markets largely affectedby the Covid-19 pandemic and sluggish economic growth. Further it is envisaged that therewill be improvement in the coming years and international markets will revive.

e) Risk and Concerns:

Wood Pulp rates fluctuate according to international market and being a trader Companyis dependent on its buyers and suppliers. The Company is exposed to stiff competition andforeign currency fluctuations in its operation. Commodity export market has good scopehowever Company has to compete and supply goods at international prices. Governmentpolicies on commodity export keep on changing based on local production/consumptionpattern.

f) Internal Control system and their adequacy:

The Company has a proper and adequate system of internal control proportionate to itssize and volume of business. The internal control system of the Company is designed toensure that the financial and other records are reliable for preparing financialstatements and other data for maintaining accountability of assets.

g) Discussion of Financial Performance with respect to Operational Performance:

The Financial Statements are prepared under the historical cost convention inaccordance with Indian generally accepted accounting principles and the provisions ofIndian Companies Act. All Income and Expenditure having a material bearing on theFinancial Statements are recognized on accrual basis. The Management has taken utmost carefor the integrity and the objectivity of these Financial Statements as well as forvarious estimates and judgments used therein.

h) Material developments in Human Resources/Industrial Relations front includingnumber of people involved:

The Company continues to maintain excellent relationship with its buyers and sellers.Relationship with the staff is quite cordial and supportive for continuous human resourcedevelopment. During the year under review Company performance has improved due to effortsput in by the existing and additional staff recruited.

i) Details of significant changes in following key financial ratios as compared to theimmediately previous financial year:

S.No Particulars 2019-20 2020-21 % Change Remarks for variation
i) Inventory Turnover 0.67 2.11 -214.9 Working Capital Management Deteriorated
ii) Interest Coverage Ratio 1.20 6.43 435 Better performance of the Company lower finance Cost
iii) Operating Profit Margin 4.37 6.43 47.14 Decrease in expenses of the Company has resulted in improved liquidity.
iv) Net Profit Margin 2.71 5.56 105.17 Decrease in expenses of the Company has resulted in improved liquidity.

j) Changes in return on Net Worth as compared to the immediately previous financialyear is 10.39% .

Cautionary Statement:

Statements in the Management Discussion and Analysis describing the Company'sobjectives projections estimates expectations may be "forward-lookingstatements" within the meaning of applicable securities laws and regulations. Actualresults could differ materially from those expressed or implied. Important factors thatcould make a difference to the Company's operations include economic conditions affectingdemand/supply and price conditions in the domestic and international markets in which theCompany operates changes in the Government regulations tax laws and other statues andother incidental factor.

36. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

The company has Nomination and Remuneration committee consisting of Mr.Simanth RoyChowdhury as Chairman and Mr.Shyamsunder Jakhotia and Mr.K.N.Prasad as members. Theremuneration and sitting fees paid to the Board members are based on the recommendation ofNomination and Remuneration Committee.

Policy:

1. Remuneration to Executive Director and key managerial personnel

1.1 The Board on the recommendation of the Nomination and Remuneration (NR) Committeeshall review and approve the remuneration payable to the Executive Director of the companywithin the overall limit approved by the shareholders. 1.2 The Board on the recommendationof the Nomination and Remuneration Committee shall also review and approve theremuneration payable to the key managerial personnel of the company.

1.3 The remuneration structure to the Executive Director and key managerial personnelshall include Basic pay and Perquisites and Allowances 1.4 The Annual plan and Objectivesfor Executive committee shall be reviewed by the Nomination and Remuneration Committee andAnnual performance Bonus may be approved by the committee based on the achievement againstthe Annual plan and Objectives.

2. Remuneration to Non – Executive Directors

2.1 Presently the Company's policy on remuneration does not provide for remuneration tonon-executive Directors except for payment of sitting fees for attending the meetings ofthe Board.

2.2. Further the executive Directors are not paid any sitting fees for attendingmeetings of the Board.

3. Remuneration to other employees

3.1.Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levels for equivalent jobs.

Remuneration to Directors:

The remuneration and perks paid during the year to Mr. Rajkumar Inani ManagingDirector is Rs. 3000000/- Mr. Anirudh Inani Whole time Director is Rs. 3000000/-Mr. Narayan Inani Executive Director is Rs. 3000000/- and Mrs. Natasha Inani ExecutiveDirector is Rs. 975000/-

Sitting Fees:

Details of Sitting Fees paid to Non- Executive Directors are as under:

Non- Executive Directors Sitting Fees (Rs)
Mr. K.N.Prasad 24000
*Mrs. Natasha Inani 12000
Mr. Simanth Roy Chowdhury 24000
Mr. Shyamsundar Jakhotia 24000

*Note : Designation of Mrs. Natasha Inani has been changed from Non-ExecutiveDirector to Executive Director w.e.f. 01/10/2020 and hence sitting fees was paid only forthe three (3) meetings attended as Non-Executive Director.

37. SECRETARIAL STANDARDS

The company is in compliance with Secretarial Standards as issued by the Institute ofCompany Secretaries of India and notified by the Ministry of Corporate Affairs.

38. INDEPENDENT DIRECTORS' MEETING:

As per clause 7 of the schedule IV of the Companies Act (Code for IndependentDirectors) a separate meeting of the Independent Directors of the Company (without theattendance of Non-Independent directors) was held on 13.02.2021 to discuss:

1. Evaluation of the performance of Non Independent Directors and the Board ofDirectors as whole;

2. Evaluation of the quality content and timelines of flow of information between themanagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties. All the Independent Directors of the Company were present at themeeting. As required under Regulation 34(3) read with Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the company regularlyfamiliarizes Independent Directors with the Company their roles rights responsibilitiesin the company nature of the industry in which the company operates business model ofthe company etc.

The meeting also reviewed and evaluated the performance of non-independent directors.The Company has 4 non-independent directors namely:

i.) Mr. Rajkumar Inani – Managing Director
ii.) Mr. Narayan Inani – Executive Director cum CFO
iii.) Mr. Anirudh Inani – Whole Time Director
iv.) Mrs. Natasha Inani – Executive Director

The meeting recognized the significant contribution made by Mr.Rajkumar Inani indirecting the Company towards the success path. The meeting also reviewed and evaluatedthe performance of the Board as whole in terms of the following aspects:

Preparedness for Board/Committee meetings

Attendance at the Board/Committee meetings

Guidance on corporate strategy risk policy corporate performance and overseeingacquisitions and disinvestments.

Monitoring the effectiveness of the company's governance practices

Ensuring a transparent board nomination process with the diversity of experienceknowledge perspective in the Board.

Ensuring the integrity of the company's accounting and financial reporting systemsincluding the independent audit and that appropriate systems of control are in place inparticular systems for financial and operational control and compliance with the law andrelevant standards.

It was noted that the Board Meetings have been conducted with the issuance of propernotice and circulation of the agenda of the meeting with the relevant notes thereon.

39. SHARE CAPITAL

A. RIGHTS ISSUE OF SHARES

No shares were issued on rights basis during the year under review.

B. PREFERENTIAL ALLOTMENT OF SHARES ON PRIVATE PLACEMENT BASIS

No Preferential allotment of shares on private placement basis was made during the yearunder review.

C. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

D. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

E. BONUS SHARES

No Bonus Shares were issued during the year under review.

F. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

G. SHARES WITH DIFFERENTIAL VOTING RIGHTS

The Company has not issued any Equity Shares with differential voting rights during thefinancial year under review.

40. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information given pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is given below:

Name of the Director Remuneration of the F.Y. 2020-21 Remuneration of the F.Y. 2019-20 % increase in the Remuneration in 2021 as co- mpared to 2020 Ratio of Remuneration to MRE Comparison of the Remuneration of the KMP against the performance of the Company.
Rajkumar Inani Managing Director 3000000 3000000 0 2.31 Remuneration increased by 0% where- as profit before tax decreased by 142.3%
Anirudh Inani Whole Time Director 3000000 3000000 0 2.31 Remuneration increased by 0% where as profit before tax decreased by 142.3%
Narayan Inani Executive Director cum CFO 3000000 3000000 0 2.31 Remuneration increased by 0% where as profit before tax decreased by 142.3%
Natasha Inani Executive Director 0975000 NA 0.75 As Mrs. Natasha Inani was appointed as Executive Director in the second half of F.Y. the remuneration is paid accordingly. However the profit before tax increased by 142.3%

OTHER DISCLOSURES:

*Anamika Khare 455400 278415 - NA NA
Company Secretary

*Note: Mrs.Anamika Khare was appointed as Company Secretary of the Company inOctober 2019 and hence remuneration was paid for half year. Therefore calculation of thepercentage increase in remuneration in the financial year is not determined.

OTHER DISCLOSURES:

The total numbers of permanent employees of the company are Five (5)

The total remuneration paid to Directors was Rs. 9975000 against the net profits ofthe company after tax amounting to Rs.40519751. There was increase in the remunerationpaid to the Directors during the financial year 2020-21 as Mrs. Natasha Inani wasappointed as Executive Director of the company.

The percentage increase in the median remuneration of employees in the currentfinancial year is-50%.

Average percentage increase made in the salaries of employees other than managerialpersonnel in the financial year i.e. 2020-21 was 1.01 whereas increase in managerialremuneration for the Financial Year 2020-21 was 1.11 as Mrs Natasha Inani was appointed asExecutive Director of the company.

Change in remuneration if any of the Managing Director Whole Time Director andExecutive Director is decided based on the individual performance inflation prevailingindustry trends and benchmarks.

Non-Executive Directors and Independent Directors are paid sitting fees only for themeetings of the Board attended by them. Further no sitting fees are paid for attending themeetings of the committees of the Board.

There is no employee receiving any remuneration in excess of remuneration paid to anyDirector. Further the remuneration payable to Directors is as per the remuneration policyof the Board of Directors as recommended by Nomination and Remuneration Committee.

Further as per Rule 5 (2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names of the top ten employees in terms ofremuneration drawn is as under:

Nature of Qualifi- Date of Age Last % of Relationship
Name Designation Remuneration Employ- ment cation and Experience Commen- cement of Employment Employment equity shares held of Employee with the Director or Manager of the company
Keshav Inani Marketing Exe- cutive/Chief Operating Officer (COO) 2600000 Permanent unless otherwise agreed MBA 1-4-2013 27 3.66 Son of Mr. Rajkumar Inani Director of the Company.
Sangita Inani Sales Executive 2600000 Permanent unless otherwise agreed Graduate 1-4-2009 47 Anirudh Marketing 2.00 Spouse of Mr. Narayan Inani Director of the Company
Divya Inani Purchase Executive 2600000 Permanent unless otherwise agreed Graduate 1-4-2009 54 Karmanghat Securities (P) Ltd 2.34 Spouse of Mr. Rajkumar Inani Director of the Company
* Srigopal Inani Finance Manager 1300000 Permanent unless otherwise agreed Graduate 1-4-2009 78 Inani Real Estate & Developers (P) Ltd 2.00 Father of Mr. Rajkumar Inani Narayan Inani & Anirudh Inani Directors of the Company
*Priyanka Inani HR Head 1300000 Permanent unless otherwise agreed Graduate 1-4-2015 25 Lakepriya Enterprises (P) Ltd 2.05 Daughter of Mr. Narayan Inani Director of the Company
*Ankita Inani Finance Manager 1300000 Permanent unless otherwise agreed Chartered Accountant 1-10-2020 30 Deloitte Touche Tohmatsu India LLP - Not a relative of the Directors of the Company
Anamika Khare Company Secretary Cum Compliance Officer 455400 Permanent unless otherwise agreed Company Secretary 3-10-2019 33 HKM Charitable Foundations - Not a relative of the Directors of the Company

*Note:1. Mr.Srigopal Inani was paid remuneration for the half financial year as heresigned from the employment of the Company.

2. Ms.Priyanka Inani was paid remuneration for the half financial year as she ceased tobe the employee of the Company due to pre-occupation.

3. Mrs.Ankita Inani was paid remuneration for the half financial year as she wasappointed as employee of the Company in post of Finance Manager w.e.f. 01/10/2020.

41.DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

As per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company hereby discloses the details ofunpaid/unclaimed dividend and the respective share thereof as follows:

Aggregate No. of Shareholders and the outstanding shares in the suspense account at the beginning of the year. NIL
No. of shareholders who approached the Company for transfer of shares from suspense account during the year. NIL
No. of shareholders to whom shares were transferred from suspense account during the year. NIL
Aggregate No. of Shareholders and the outstanding shares in the suspense account at the end of the year. NIL

42. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

By Order of the Board
For DHANALAXMI ROTO SPINNERS LIMITED
Sd/- Sd/-
Place: Thimmapur NARAYAN INANI RAJKUMAR INANI
Date: 30/08/2021 Executive Director cum CFO Managing Director
(DIN: 00525403) (DIN: 00885466)

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