To The Members
The Board of Directors hereby submits the Thirty Fourth report of the business andoperations of the Company along with the audited Financial Statements for the financialyear ended 31st March 2021
The Corona Virus COVID-19 has caused havoc among all industries worldwide and theIndian Industry which was just about to recover from the slowdown in the last few monthsis also feeling the pinch with supply chain disruption of few materials and finished goodsglobally. The Report states compliances as per the requirement of the Companies Act 2013and the SEBI Listing obligations and disclosure requirements regulation 2015 and otherrules and regulations applicable to the company.
The Financial Results of the Company for the year ended 31/03/2021 relating to theprevious year
|PARTICULARS ||FOR THE YEAR ENDED 31/03/2021 ||FOR THE YEAR ENDED 31/03/2020 |
|REVENUE FROM OPERATION ||424211873.41 ||458078266.74 |
|OTHER INCOME ||1022161.00 ||919399.00 |
|TOTAL INCOME ||425234034.41 ||458997665.74 |
|LESS EXPENSES ||404997031.10 ||427297649.13 |
|PROFIT/LOSS BEFORE TAX ||20237003.31 ||31700016.61 |
|CURRENT TAX (PROVISION) ||3870970.00 ||6203670.00 |
|DEFERRED TAX (PROVISION) ||(303914.00) ||-1106181.00 |
|PROFIT(LOSS) FORTHE PERIOD ||16669947.31 ||26602527.61 |
|EARNING PER EQUITY SHARE ||1.17 ||1.87 |
Standalone Financial Highlights
During the year under review the revenue from operations of the company is Rs424211873.41 as compared to Rs 458078266.74 last year register a fall of 7.39%.Profit and Loss before tax in the current year is Rs 20237003.31 in comparison to Rs31700016.61 in the last year registering a loss of 36.16%. Profit /Loss after tax forthe current year is Rs 16669947.31 in comparison to Rs 26602527.61 in the previous yearregistering a loss of 37.33 % The sales impacted due to decline in prices of LED StreetLights & Luminaries on y-o-y deferment in EESL / Government sales in lightingoutburst of COVID-19 and consequent lockdown which also impacted the profitability in linewith market condition.
Ranked as one of the most respectful and trusted brand for lighting product in IndiaDhanashree manufacture all the LED products in house backed by strategic marketinginitiatives and strong trade channel .During the year the company has introduced morepremium range of LED down lightersbatterns lamps street lights Flood Lights and otherdecorative luminaires
The Company has ventured into LED Fagade and Solar Lighting products to captureemerging opportunities Luminaries division has further strengthen and is getting ordersfor Smart City DMRC Railway Stations Flyovers bridges temple monumentsand touristsspots lighting. Solar products include solar street lights solar pannels solar fanssolar roof top domestic lighting
The Company is one amongst the first lighting company in India to introduce energyefficient lighting solutions . Today Rashmi brand as owned by Dhanashree Electronics Ltdis one of the most respected and trusted brand in india for its lighting products.Dhanashree offers wide range of LED products ranging from lamps down lighters LED PanelsLED street lights etc Many new products such as High Beam angle LED lampscolour changelamps LED Torch with dry cell battery etc will also be introduced in near future to caterto the growing demand of the customers
This give Dhanashree an edge over its competitors
With Government initiatives like building smart cities across india and structuralshift in the lighting industry towards LED the company is poised to grow by leaps andbounds in the years to come.
Research and Development Centre
Rashmi the brand of Dhanashree Electronics Limited is amongst the market leader in thelighting industry in India .This has been possible partly due to the strong focus ondevelopment and introduction of new LED products and technologies
The Indian economy has been struck by the corona virus pandemic which has affected thesupply chain of the economy. Against this backdrop of domestic challenges and globalvolatility and the uncertainty about timelines by which normalcy will be restored thecompany emerge strongly with its continuous cost reduction overhead rationalizationvalue added products and creating demand for different applications of its products .Withstrong emphasis of Government on ATMA NIRBHAR BHARATABHIYAAN VOCAL FOR LOCAL higherdemand from agriculture manufacturing exports and from rural india is expected in future
The paid up share capital of the company as on 31st March 2021 is Rs 141900000/=.During the year under review there was no public issue right issue bonus issuepreferential issue etc The company has not issued shares with differential voting rights
No disclosure is required under section 67(3) of the Act in respect of voting rightsnot excercised directly by the employees of the company as the provisions of the saidsection are not applicable.
The equity shares of the company continue to remain listed on BSE and CSE Limited. Thelisting fees has been paid to the Bombay Stock Exchange (BSE Limited)
TRANSFER TO RESERVE
During the year under review your company has not transferred an amount to the Reserveand Surplus Account.
In view of the numerous advantages offered by the Depository system as well as to avoidfrauds members holding shares in physical mode are advised to avail the facility ofdematerialisationfrom either of the Depositories NSDL or CDSL
Your Directors propose to reinvest the internal generation to finance expansion projectin hand to reduce its finance cost and therefore abstain from recommending any dividendfor the year under review.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
There being no unpaid or unclaimed dividend the provision of section 125 is notapplicable in the company.
STATE OF COMPANY AFFAIRS / OPERATIONS
Detailed information on the operations of the business of the company and details onthe state of affairs of the company are covered in the Management Discussion and AnalysisReport which forms a part of the Annual Report.
RELATED PARTY TRANSACTION
In line with the requirements of the Act and Listing Regulations your Company hasformulated a policy on Related Party Transactions which is also available on the company'swebsite www.rashmilighting.com. The policy intends to ensure that proper reportingapproval and disclosure process are in place for all transactions between the Company andrelated parties. All related party transactions are placed before the Audit Committee forreview and approval.All transactions entered with related parties for the year underreview were in ordinary course of business and at arm's length basis.Further there are nomaterial related party transactions during the year under review with the promotersDirectors or key manegerial personnel which may have a potential conflict with theinterest of the company.All related party transactions are mentioned in the notes to theaccounts.
As per section 148 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 the provisions of Cost Audit are not applicable on the products ofthe company.
PARTICULARS OF LOANS AND ADVANCES GUARANTEES OR INVESTMENTS
Pursuant to section 186 of the Act the particulars of the loans given investments madeor gurantees given or security provided are given in the notes to the financial statementsforming part of this report.
The company has not accept any deposit from the public during the year under review.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/Courts/Tribunalswhich would impact the going concern status of the company and its operations in thefuture
CORPORATE SOCIAL RESPONSIBILITY
The Company is not covered under the purview of section 135 of the Companies Act 2013hence the provision is not applicable.
BUSINESS RESPONSIBILITY REPORT
The Company is not covered under the purview of this provision hence it is notapplicable
POLICY FOR DIRECTOR'S APPOINTMENT
The Company recognizes that an enlightened Board could effectively create confidence ofthe shareholders and the same is taken as a top priority in forming the Board.
Maintaining high standards of Corporate Governance has been fundamental to the businessof your company since its inception.As per Regulation 34(3) read with Schdule V of theListing Regulations a separate section on corporate governance practices followed by thecompany together with a certificate from the company's Auditors confirming complianceforms on integral part of the Report
A certificate of the CEO and CFO of the company in terms of Listing Regulations interalia confirming the correctness of the financial statements and cash flowstatementsadequacy of the internal control measures and reporting of matters to the AuditCommittee is also annexed
EXTRACT OF ANNUAL RETURN
As per provisions of section 92(3) of the Act read with Rule 12 of the Companies(Management and Administration ) Rules 2014 as amended from time to time the extract ofAnnual Return in the form MGT-9 is given in the Annual Report forming a part of thisReport . The same is also available on the website of the company www.rashmilighting.com
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the company asrequired under the Listing requirements is providded in a separate section and forms onintegral part of this Report
WHISTLE BLOWER POLICY & VIGIL MECHANISM
The Company has a Whistle Blower Policy to report genuine concerns or grievances and toprovide adequate safeguards against victimisation of persons who may use such mechanismThe Whistle Blower Policy has been posted on the website of the companywww.rashmilighting.com
INDIAN ACCOUNTING STANDARDS (IND AS) 2015
The Financial Statements upto the year ended 31st March 2021 were prepared inaccordance with the Accounting Standards notified under Companies (Accounting Standards)Rules 2006 (as amended) and other relevant provisions of the Act
The annexed Financial Statement comply in all material aspects with Indian AccountingStandard (INDAS) notified u/s 133 of the Act ( Companies Indian Accounting Standards)Rules 2015
The below table shows the company's credit rating profile in a nutshell INSTRUMENT -Cash Credit Limit RATING EGENCY- CARE RATING- BB
STRENGTH WEAKNES OPORTUNITIES AND THREATS
Brand RASHMI is well accepted internationally and established brand in india andtherefore hold a prominent position in india.with such a strong brand equity the companywants to capitalize the opprtunities which are getting unfolded in the Internationalmarket The company also has received various certificates from recognised agencies whichadds feathers to the cap
In the lighting business segment the margins are low due to competition from theestablished market players and also from the unorganised sector .The company's businessare also vulnerable to macro enviroment changes COVID Pandemic also played a veryimportant role in slowing down of the Indian economy
INTERNALFINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENT
The Company has in place well defined adequate internal control commensurate with thesize of the company and the scale and complexiety of its operation.The internal financialcontrol with reference to the financial statements were adequate and operatingsuccessfully.
Detail information in relation to the operation of the company and state of affairs ofthe company are described under the head Management Discussion and Analysis Report.
POLICY FOR DIRECTOR'S APPOINTMENT
The Company recognizes that an enlightened Board could effectively create confidence ofthe shareholders and the same is taken as a top priority in forming the Board.
POLICY FOR REMUNERATION OF DIRECTORS KEY MANEGERIAL PERSONNEL AND OTHER EMPLOYEES
Remuneration policy as framed by the Committee and approved by the Board keeping inview the provisions of section 178 of the Companies Act 2013 and Regulation 19 read withpart D clause A of schedule II of SEBI (Lising Obligations and Disclosure Requirements )Regulation 2015 . The policy interalia provides for the following.
a. Attractrecruitand retain good and exceptional tallent
b. List down the criteria for determining the qualificationspositive attributes andindependence of the Directors of the company
c. Ensure that the remuneration of the Directorskey managerial perssoneland otheremployees is performance driven motivates themrecognises their merits and achievementsand promotes excellence in their performance
d. Ensure a transparent nomination process for Directors with the diversity of thoughtexperienceknowledgeperspective excellence in their performance fulfil the Company'sobjectives and goals including in relation to good corporate governancetransparency andsustained long term value creation for its stakeholders
Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Manegerial personnel ) Rules 2014 The Board hasappointed Mr Abbas Vithorawala a practicing company secretary (membershipno-23671certificate of practice no-8827) to conduct secretarial audit of the company for thefinancial year 2020-21 . The secretarial audit report for the financial year ended 31stMarch 2021 is annexed herewith which does not contain any qualification reservation
DIRECTOR COMING UP FOR RETIREMENT BY ROTATION
In accordance with the provisions of section 152 of the Act and theCompany'sArticlesofAssociationMr Madan Gopal MaheshwariDirector of the company whoretires by rotation at the forthcomming Annual General Meeting and being eligible offershimself for
reappointment.The Board recommends him for his re appointment for the consideration ofthe members of the Company at the forthcomming Annual General Meeting. Brief profile of MrMadan Gopal Maheshwari has been given in the Annual Report convening the Annual GeneralMeeting.
The Independent Directors hold office for a fixed term of five years and are not liableto retire by rotation.All Independent Directors of the company have given declarationsthat they meet the criteria of Independence as laid down under section 149(6) of the Actand Regulation 16(1 )(b) of the Listing Regulations. The Independent Directors have alsoconfirmed that they have complied with the Company's code of Business Conduct & Ethics
The terms and conditions of appointment of the Independent Directors are placed on thewebsite of the company www.rashmilighting.com
In compliance with the requirement of Listing Regulations the company has put in placea familiarization programme for the Independent Directors to familiarize them with theirrole rights and responsibility as Directors the working of the company nature of theIndustry in which the company operates business model etc The details of familiarizationprogrammed are explained in the Corporate Governance Report and the same are alsoavailable in the website of the company www.rashmilighting.com
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(5) of the Companies Act 2013 withrespect to Director's Responsibility Statement it is hereby confirmed
That in the preparation of the accounts for the financial year ended 31/03/2021 theapplicable accounting standards have been followed along with proper explanation relatingto material departures
That the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 or loss of the company for the year under review
1. That the Directors have taken proper and sufficent care for the maintenance ofadequate accounting records in accordance with the provisions of the companies act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities
2. That the Directors have prepared the accounts for the financial year ended31/03/2021 on a going concern basis.
3. The Directors laid down internal financial control to be followed by the Company andthat such internal financial controls are adequate and were operating effectively.TheDirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
4. Both the Managing Director and Executive Director have furnished the necessarycertification to the Board on these financial statements as required under the clause 49of the Listing Agreement(s) with the Stock Exchanges where the equity shares of thecompany are listed.
5. AUDITOR'S OBSERVATION
6. The observation made in the Auditor's Report are self-explanetory and therefore donot call for any further comments under the Companies Act 2013
8. M/s Mukesh I Gupta Chartered Accountants 7ABentinck Street 2nd FloorKolkata-700001 offered themselves as statutory auditors of the company for the year2021-2022. Your Directors recommend for the appointment of M/s Mukesh I Gupta as theStatutory Auditor of the company .
9. PARTICULARS OF EMPLOYEES
10. During the year under review none of the employees of the company is in receipt ofremuneration requiring disclosure pursuant to section 197 of the Companies Act 2013
11. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO-CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
12. Since commercial production has commenced till the date of this report theprovision regarding this disclosure is applicable.
13. FOREIGN EXCHANGE EARNINGS : Rs 0.00
14. FOREIGNEXCHANGEOUTGO:Rs :0.00
15. INVESTOR SERVICE
In compliance to the requirements of clause of the Listing Agreement with the stockexchanges the Company has taken proper steps for investor service.
16. INDUSTRIAL RELATION
The relationship between the employees and management of the company so far hasremained cordial
17. SEXUAL HARASSEMENT OF WOMAN WORKERS
The Company brings equal opportunity in between the employees and trying to create awork culture which ensures equal dignity among the employees. In this year no complain inrelation to the above has been received by the management
NUMBER OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the financial year2020-2021 forms part of the Corporate Governance Report. The intervening gap between themeetings was within the period prescribed under the Act as per listing Regulations.
KEY MANAGERIAL PERSONNEL (KMP)
Pursuant to the provisions of section 2(5f) and 203 of the Act read with the Rulesframed there under following are the persons who are treated as the Key ManagerialPersonnel of the Board.
Madan Gopal Maheshwari- Director cum Chairman
Nitesh Kumar Toshniwal- Managing Director
Rajesh Kumar Chandak- Independent Director
Murarilal Jhanwar- Independent Director
Vijay Kumar Sharma- Independent Director
Shruti Toshniwal- Woman Director
Ananda Bhattacharyya- Company Secretary
Amit Kumar Mundhra- CFO
COMMITTEE OF THE BOARD
The Board of Directors have the following Committees
Nomination and Remuneration Committee
Stakeholders Relationship Committee
The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.
Pursuant to the provisions of the Act and the Listing Regulations a structuredquestionnaire was prepared after taking in to consideration the various aspects of theBoard's functioning composition of the Board and its committees culture execution andperformance of specific duties obligations and governance.The performance evaluation ofthe Directors was completed during the year under review.The performance evaluation of theChairman and the non independent Directors was carried out by the Independent Directorsand Non Executive Director.The Board has expressed their satisfaction with the evaluationprocess.
The manner in which the evaluation was conducted by the company has been explained inthe Corporate Governance Report which forms a part of the Annual Report.
NOMINATION REMUNERATION AND BOARD DIVERSITY POLICY
The Board of Directors has framed a policy which lays down a frame work in relation toremuneration of Directors key managerial personnel and senior management of the company.The policy broadly lays down the guiding principles philosophy and the basis for paymentof remuneration.to Executive and Non Executive Directors (by way of sitting fees andcommission) key managerial personnel senior management and performance evaluation
The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations . These are routinely tested and certifiedby statutory auditors and cover all offices factories and key business areas. Significantaudit observations and follow up actions thereon are reported to the Audit Committee.
Based on the report of the statutory auditors the internal financial controls withreference to the standalone financial statements were adequate and operating effectively.
COMPLIANCE WITH SECRETARIAL STANDARDS
The company has complied with the applicable secretarial standards issued by theInstitute of Company Secretaries of India
REPORTING OF FRAUD
There was no instance of fraud reported during the year under reviewwhich required theStatutory Auditors to report to the Audit Committee or Board under section 143(2) of theAct and Rules framed thereunder.
MATERIAL CHANGES OR COMMITMENTS
There is no material changes or commitments affecting the financial position of thecompany occurred during the financial year.
CHANGE IN THE NATURE OF BUSINESS
During the Financial year 2020-2021 there has been no change in the nature ofbusiness of the company.
The Company does not have any Subsidiary or Associates or Joint Ventures during theyear.
PRESENTATION OF FINANCIAL RESULTS
The Financial Results of the company for the year ended 31st March 2021 have beendisclosed as per schedule III of the Act.
The audited Financial Results of the Company is available in the Annual Report . Thesame can also be inspected by the members of the company at the Registered Office duringbusiness hours of the Company and can be also seen in the website of the companywww.rashmilighting.com
Your Company is in compliance with the Corporate Governance requirements mentioned inthe listing Regulations.A separate report on corporate governance is included in thisAnnual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Dhanashree Electronics Ltd is highly acclaimed in the distribution and supply oflighting accessories and provider of unconventional power generation machineries.Itsproducts are broadly classified as safety electrical appliances lighting peripherals andunconventional power supply like cost efficient LED lamps and accessories for solar enrgybulk dealing and supply as per requirements of various state governments across thecountry.The company is both vertically and horizontally integrated to cater for otherelectrical appliances in the domestic brand markets under the brand name RASHMI.Thecompany DHANASHREE believes in consistent improvement of performance and qualityThe inherent characteristics of our outlook encourage our philosophy to providesustainable value to ourcustomer and shareholder
MATERIAL DEVELOPMENT IN HUMAN RESOURCE
Dhanashree Electronics Ltd recognise the importance of its human capital and continuesto focus on holistic human resource development. The company firmly believes that engagedand competent employees are critical to fulfil its business objectives and hence all theHR initiatives are aimed at creating alignment and stimulation so that employees canfulfil their potential and deliver value to the Company
ENVIRONMENT HEALTH AND SAFETY
The company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner so as to ensuresafety of all concerned compliances of environmental regulations and preservation ofnatural resources
PROTECTION OF WOMAN AT THE WORK PLACE
In order to comply with the provisions of the Sexual Harassment of woman on work place(Prevention Prohibition and Redressal Act 2013 and rules framed thereunder the companyhas formulated and implemented a policy on prevention prohibition and redressal ofcomplaints related to sexual harassment of women at the work place.All women employeeseither permanent temporary or contractual are covered under the above policy.The saidpolicy has been uploaded on the internal portal of the company for the information of allemployees.
PARTICULARS OF EMPLOYEES
In terms of the first proviso to section 136 of the Act the Reports and Accounts arebeing sent to the shareholders excluding the information required under Rule 5(2) and (3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.Anyshareholder interested in obtaining the same may write to the company secretary at theRegistered Office of the Company. The said information is available for inspection by themembers at the Registered Office of the company on any working day of the company up tothe date of the 34th Annual General Meeting of the company.
Committee or Board under section 143(2) of the Act and Rules framed thereunder.
Under the law the Board of Directors must meet at least once in a calendar quarter andfour times a year with a maximum time gap of 120 days between any two meetings to consideramongst other business the quaterly performance of the company and financial resultsDuring the last financial year our Board met the following times
29/05/2020 8/06/202025/06/202007/08/202009/10/202014/11/202023/11/202023/12/2020 28/01/202130/03/2021
LISTING WITH STOCK EXCHANGES
The equity shares of the Company are listed in the Calcutta Stock Exchange. Please notedown that from 17th June 2019 your company has also been listed in the Bombay StockExchange. The particulars of such listing are as follows
|NAME ||ADDRESS |
|The Calcutta Stock Exchange Ltd ||7Lyons RangeKolkata-1 |
|BSE Limited ||Jeejee Bhoy Towers Dalal Street |
| ||Mumbai-400001 |