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Dhanalaxmi Roto Spinners Ltd.

BSE: 521216 Sector: Industrials
NSE: N.A. ISIN Code: INE220C01012
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NSE 05:30 | 01 Jan Dhanalaxmi Roto Spinners Ltd
OPEN 76.00
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VOLUME 14411
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P/E 6.92
Mkt Cap.(Rs cr) 28
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Sell Qty 0.00
OPEN 76.00
CLOSE 80.20
VOLUME 14411
52-Week high 91.70
52-Week low 15.70
P/E 6.92
Mkt Cap.(Rs cr) 28
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 33rd Annual Report on thebusiness and operations of the Company together with the audited statements of accountsfor the financial year ended 31st March 2020.

1. FINANCIAL HIGHLIGHTS

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

(Rs. in Lakhs )

Particulars Year ended March 31 2020 Year ended March 31 2019
Revenue from Operations 7145.41 9775.22
Other Income 208.39 190.81
Total Income 7353.80 9966.03
Expenses 7108.75 9666.91
Profits before exceptional and extraordinary items and tax 245.05 299.12
Exceptional Items 14.04 62.68
Profit Before Tax 259.09 361.80
Less: Tax Expenses 65.42 98.76
Net Profit After Tax 193.67 263.04

2. REVIEW OF OPERATIONS:

During the year under review your Company has earned a Net Profit of Rs. 193.67 Lakhswhen compared to Net Profit of Rs.263.04 Lakhs in the previous year. Net profit beforetaxation earned during the year under review amounted to Rs. 259.09 Lakhs as againstRs.361.80 Lakhs 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. 193.67 Lakhs to retained earnings for theFinancial Year 2019-20. With this addition the total Reserves & Surplus (includingCapital Reserve Central Subsidy Investment Allowance Reserve Revaluation surplus&Retained Earnings) as on March 312020 is Rs.1482.52 Lakhs as against the Paid up Capitalof Rs.39003000.

5. DIRECTORS

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

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 they meet 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

30/05/19 13/06/19 28/06/19 13/08/19 03/10/19 14/11/19 14/02/20
Rajkumar Inani Yes Yes Yes Yes Yes Yes Yes
Narayan Inani Yes Yes Yes Yes Yes Yes Yes
Anirudh Inani Yes Yes Yes Yes Yes Yes Yes
Shyamsundar Jakhotia Yes Yes Yes Yes Yes Yes Yes
Kasturi Nagendra Prasad Yes Yes Yes Yes Yes Yes Yes
Simanth Roy Chowdhury Yes Yes Yes Yes Yes Yes Yes
Natasha Inani Yes 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 submit 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 in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively. Internal financial control means the policies andprocedures adopted by the Company for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation 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 to conduct thesecretarial audit of the Company for financial year 2019-20 as required under section 205of the Companies Act 2013 and rules thereunder. The Secretarial audit report forfinancial year 2019-20 forms part of the Annual Report as ‘ANNEXURE-C' to the BoardsReport.

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 extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is furnished in Annexure Aand is attached to this Report.

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 Loans guarantees investments made orsecurities provided under Section 186 of the Companies Act2013.

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 fromAOC-2 as ANNEXURE-B

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 INE220CO1012

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 been taken to reduce energy consumption wherever possible.There were no additional investments made for the conservation of energy during the periodunder 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. in Lakhs)

2019-20 2018-19
Earnings: NIL 57.66
Outgo: 6173.77 8562.67

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.

There are adequate controls relating to strategic operational environmental andquality related 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

Due to outbreak of COVID-19 pandemic the Company had to temporarily suspend operationsat its premises in the last week of March 2020 in compliance with the directives of theCentral and respective State Governments. Operations had been resumed in the third week ofMay 2020 at its premises. However the operations continue to be impacted by difficultyin procurement and supply of goods import and export policy & non-opening of markets.Due to prevailing uncertainty the financial and operational impact of COVID-19 is beingevaluated by the Company. The Company has put in place “Standard OperatingProcedure” (SOP) as per the guidelines and directives of the Ministry of HomeAffairs and the Ministry of Health to safeguard against spread of COVID-19. The Companyhas organized campaigns to bring awareness amongst all employees and workers on safeguardsagainst COVID-19. Thermal temperature measurements at the gates mandatory use of facemasks hand washing and sanitizing facilities at entry and exit have been put in placealong with strict ban on non-essential visitors. Safeguards for social distancing at workplace are also being implemented. Meetings gatherings travelling etc. are being avoidedwith focus on video conferencing and other digital modes.

The outlook for FY 2020-21 is heavily influenced by the impact of COVID-19 and theuncertain time it might take the economy and paper markets to come back to normalcy. Muchwill depend upon the time by which the COVID-19 disease is tamed and the economy gets backon its feet.

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

26. BUSINESS RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Plan for implementation of Enterprise RiskManagement (ERM) framework. As per the Companies Act 2013 and SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015 the Board shall establish a Risk ManagementPlan/ Policy and the Audit Committee shall evaluate the Risk Management systemsperiodically.

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 competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations Competition Business risk Technology obsolescenceInvestments Retention of talent and expansion of facilities.

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 are notapplicable.

28. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid up capital of the Company is less than Rs. 10 Crores and Networth of theCompany is less than Rs. 25 Crores as specified in regulation 15 of SEBI (LODR)regulations 2015 disclosure with respect to provisions relating to Corporate Governanceis not applicable to the Company.

29. BOARD EVALUATION:

Pursuant to the provisions of Companies Act 2013 and according to SEBI (ListingObligation and Disclosure Requirements) Regulation 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 the 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 (PREVENTION PROHIBITION 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 endeavors to create and provide an environment that is freefrom discrimination and harassment including sexual harassment.

The Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

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 ensureaccurate 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 Companies Act2013. The functions of 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;

The Committee consists of qualified and Independent Non-Executive Directors. All theMembers on the Committee have the requisite qualification for appointment in the Committeeand possess sound knowledge of finance accounting practices and internal controls.

The Committee members met four times during the financial year 2019-20:

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 29.05.2019 12.08.201913.11.2019 and 13.02.2020.

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 2013the Rules prescribedthereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is implemented through the Company's Whistle Blower Policy to enable the Directorsemployees and all stakeholders of the Company to report genuine concerns to provide foradequate safeguards against victimization of persons who use such mechanism and makeprovision for direct 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 is 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 theorganisation. 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 12.06.2019and 01.10.2019.

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 ofAnnual 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 four times during the year on 09.05.201910.06.2019 25.10.2019 and 20.11.2019.

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 DURING THE YEAR2019-20

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 312020 NA
Complaints pending as on March 312020 NIL
Number of Share transfers pending for approval as on March 312020 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 stable.However during the month of March due to impact of the Covid-19 Pandemic there was severeslowdown in the economy and international market and this may affect the business of theCompany in the Coming financial year. Further Company is trying to revive its operations .

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 only satisfactory due to the down turn in international markets largelyaffected by the Covid-19 pandemic and sluggish economic growth.Further it is envisagedthat there will 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 relationshipwith its buyers and sellers. Relationship with the staff is quite cordial and supportivefor continuous human resource development. During the year under review Companyperformance has improved due to efforts put in by the existing and additional staffrecruited.

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

Particulars 2018-19 2019-20 % Change Remarks for variation
i) Inventory Turnover 0.18 0.67 -272.2 Working Capital Management Deteriorated
ii) Interest Coverage Ratio 7.45 1.20 83.9 Better performance of the Company lower finance Cost
iii) Current Ratio 1.44 1.95 35.4 Decrease in debt of the Company has resulted in improved liquidity.
iv) Debt Equity Ratio 1.03 0.73 29.12 Decrease in debt of the Company has resulted in improved liquidity.

j) Changes in return on Net Worth as compared to the immediately previous financialyear is 1.77% .

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. Shyam Sunder 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 recommendation of the Nomination and Remuneration committee shallalso review and approve the remuneration payable to the key managerial personnel of thecompany.

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 Objectives for Executive committee shall be reviewed by theNomination and Remuneration committee and Annual performance Bonus may be approved by thecommittee based on the achievement against the 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. Anirudh Inani whole timeDirectors is Rs. 3000000 Mr. Rajkumar Inani Managing Director is Rs. 3000000 and Mr.Narayan Inani Executive Director is Rs. 3000000. Sitting Fees:

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

Non- Executive Directors Sitting Fees (Rs)
Mr. K.N.Prasad 28000
Mr. Simanth Roy Chowdhury 28000
Mr. Shyam Sundar Jakhotia 28000
Mrs. Natasha Inani 28000

37. SECRETARIAL STANDARDS

The company is in compliance with Secretarial Standards 1 (Board Meeting) SecretarialStandards 2 (General Meeting) Secretarial Standards 3 (Dividends) & SecretarialStandards 4 (Board's Report) as issued by the Institute of Company Secretaries of Indiaand 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 13.02.2020 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 nonindependent 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 - Director

The meeting recognized the significant contribution made by Mr. Rajkumar Inani indirecting the Company towards the success path.The meeting also reviewed and evaluated theperformance 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 andoverseeing acquisitions and disinvestments.

• Monitoring the effectiveness of the company's governance practices

• Ensuring a transparent board nomination process with the diversity ofexperienceknowledge perspective in the Board.

• Ensuring the integrity of the company's accounting and financial reportingsystemsincluding the independent audit and that appropriate systems of control are inplace in particular systems for financial and operational control and compliance withthe law and relevant 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. 2019-20 Remuneration of the F.Y. 2018-19 % increase in the Remuneration 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 1.15 Remuneration increased by 0% whereas profit before tax decreased by 28.39%
Anirudh Inani Whole Time Director 3000000 3000000 0 1.15 Remuneration increased by 0% where as profit before tax decreased by 28.39%
Narayan Inani Executive Director cum CFO 3000000 3000000 0 1.15 Remuneration increased by 0% where as profit before tax decreased by 28.39%

OTHER DISCLOSURES:

The total numbers of permanent employees of the company are Six (6)

The total remuneration paid to Directors was Rs. 90 Lakhs against the net profits ofthe company after tax amounting to Rs.193.67 Lakhs. There was no increase in theremuneration paid to the Directors during the financial year 2019-20 as compared to theremuneration paid during the year 2018-19.

The percentage increase in the median remuneration of employees in the currentfinancial year is 10.

Average percentage increase made in the salaries of employees other than managerialpersonnel in the financial year i.e. 2019-20 was 2.69 whereas increase in managerialremuneration for the Financial Year 2019-20 was Nil (0).

Change in remuneration of the Managing Director Whole Time Director and ExecutiveDirector is decided based on the individual performance inflation prevailing industrytrends 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:

Name Designation Remuneration Nature of Employment Qualification and Experience Date of Commencement of Employment Age Last Employment % of equity shares held
Keshav Inani M. Executive/ Chief Operating Officer (COO) 2600000 Permanent unless otherwise agreed MBA 1-4-2013 26 3.66
Sangita Inani Sales Executive 2600000 Permanent unless otherwise agreed Graduate 1-4-2009 46 Anirudh Marketing 2.00
Divya Inani Purchase Executive 2600000 Permanent unless otherwise agreed Graduate 1-4-2009 53 Karmanghat Securities (P) Ltd 2.34
Sri Gopal Inani Finance Manager 2600000 Permanent unless otherwise agreed Graduate 1-4-2009 77 Inani Real Estate & Developers (P) Ltd 2.00
Priyanka Inani HR Head 2600000 Permanent unless otherwise agreed Graduate 1-4-2015 24 Lakepriya Enterprises (P) Ltd 2.05
Anamika Khare Company Secretary Cum Compliance Officer 278415 Permanent unless otherwise agreed Company Secretary 3-10-2019 32 HKM Charitable Foundations 0

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

Place: Thimmapur NARAYAN INANI RAJKUMAR INANI
Date: 30/08/2020 Executive Director cum CFO Managing Director
(DIN:00525403) (DIN:00885466)

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