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Dhanlaxmi Cotex Ltd.

BSE: 512485 Sector: Financials
NSE: N.A. ISIN Code: INE977F01010
BSE 14:24 | 26 May 94.40 4.45
(4.95%)
OPEN

89.95

HIGH

94.40

LOW

89.95

NSE 05:30 | 01 Jan Dhanlaxmi Cotex Ltd
OPEN 89.95
PREVIOUS CLOSE 89.95
VOLUME 1454
52-Week high 211.65
52-Week low 11.81
P/E 11.55
Mkt Cap.(Rs cr) 46
Buy Price 94.40
Buy Qty 442.00
Sell Price 0.00
Sell Qty 0.00
OPEN 89.95
CLOSE 89.95
VOLUME 1454
52-Week high 211.65
52-Week low 11.81
P/E 11.55
Mkt Cap.(Rs cr) 46
Buy Price 94.40
Buy Qty 442.00
Sell Price 0.00
Sell Qty 0.00

Dhanlaxmi Cotex Ltd. (DHANLAXMICOTEX) - Director Report

Company director report

To

Dear Members

Dhanlaxmi Cotex Limited

Your Directors are pleased to present the 35th Annual Report of theCompany together with the Audited Financial Statements for the year ended 31stMarch 2021.

SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:

(Rs. in Rupees)

Particulars 2020-2021 2019-2020
Revenue from Operation - 48620521 50713324
Revenue from other Income 20639324 48131147
Total Revenue 69259845 98844471
Profit before Depreciation & Interest 4746739 36488229
Depreciation 26296 26297
Interest 206751 -
Profit after Depreciation & Interest 4513692 36461932
Less: Exceptional Items 1729834 -
Provision for Taxation 434282 3575321
Provision for Tax (deferred) 1092 1842
MAT Credit Entitlement (434282) -
Profit/ Loss after Tax 2784950 32888454
Other comprehensive income 17523652 (170838757)
Total comprehensive income for the period 20308602 (137950304)

The company is mainly engaged into business of trading in securities.During the year under review your Company generated total Income of ‘ 692.59 lacscomprising mainly of sale of shares interest dividend and long term and short terminvestment profit against this the total expenditure amounted to ‘ 647.46 lacs andthe Company has ended up with a net profit of ‘ 27.85 lacs at the year end. Themanagement of the Company is very optimistic regarding the performance of the Company infuture and taking every steps and making every efforts to turn the Company in to moreprofitable organization.

DIVIDEND:

During the year your directors have not recommended any dividend onEquity Shares for the year under review

DEPOSITS:

Your Company has not accepted any deposits within the meaning ofSection 73 (1) and 74 of the Companies Act 2013 read together with the companies(Acceptance of Deposits) Rules 2014. Your Company held no deposit in any form from anyoneduring the year 31st March 2021 which was overdue or unclaimed by thedepositors.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND:

The Company was not required to transfer any amount to unclaimeddividend to investor education and protection fund.

CHANGE IN THE NATURE OF BUSINESS IF ANY:

There was no change in the nature of business of the Company during theyear.

TRANSFER TO RESERVES:

No fund was transferred to General Reserve.

BOARD OF DIRECTORS:

The Composition of the Board during the year under review was as perthe provisions of Regulation 17(1) of listing regulation read with the Companies Act2013.

During the period under review pursuant to Section 152 of theCompanies Act 2013 Mr. Rahul Jhawar Director retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment. Your Board hasrecommended his re-appointment.

There was not appointment or resignation on Board during the year underreview. However Board lost its one of the Promoter Director Late Smt. Laxmi Mahesh Jhawaron July 24 2021 due to her all of sudden demise upon short term sickness. The Boardmembers had conveyed their heart fall condolence on all of sudden sad demise of Ms. LaxmiMahesh Jhawar and made necessary reporting to the Exchange and Registrar of Companies.

The Nomination and Remuneration Committee as part of the successionplanning and re-composition of the Executive Board membership structure of the Companyrecommended to the Board to promote Mr. Rahul Jhawar and to redesigned him fromNon-Executive Director to Executive Director of the Company subject to approval of membersat ensuing general meeting and such other necessary approvals from authorities.

None of the Directors are disqualified for appointment/ re-appointmentunder Section 164 of the Act. As required by law this position is also reflected in theAuditors' Report.

As required under Regulation 36(3) of the listing Regulations with thestock exchanges the information on the particulars of Directors proposed forappointment/re appointment has been given in the notice of annual general meeting.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) (c) and 134 (5) ofthe Companies Act 2013 and based on the information provided by management yourDirectors' state that:

(a) In the preparation of the annual accounts for the financial yearended 31st March 2021 the applicable accounting standards have been followed.

(b) Directors have selected such Accounting policies applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the State of affairs of the corporation as at the end of 31stMarch 2021 and of the profit of the Company for the year ended on that date.

(c) Director have taken Proper and sufficient care to the best of theirknowledge and ability for the maintenance of adequate accounting records in accordancewith the provisions of the Companies Act 2013 for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities.

(d) Directors have prepared the annual accounts on a ‘goingconcern' basis;

(e) Director have laid down internal financial controls commensuratewith the size of the Company and that such financial controls were adequate and wereoperating effectively; and

(f) Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

DECLARATION OF INDEPENDENCE BY DIRECTORS:

The Independent Non-executive Directors of the Company viz. Mrs.Niyati Ketan Shah (DIN 02171577) Mr. Natwar Nagarmal Agarwal (DIN 08170211) and Mr.Arpit Suresh Kumar Tibrewala (DIN: 08679570) have affirmed that they continue to meet allthe requirements specified under Regulation 16(1)(b) of the listing regulations in respectof their position as an "Independent Director" of Dhanlaxmi Cotex Limited.

In terms of Regulation 25(8) of SEBI Listing Regulations they haveconfirmed that they are not aware of any circumstance or situation which exist or may bereasonably anticipated that could impair or impact their ability to discharge theirduties with an objective independent judgement and without any external influence.

The Board is of the opinion that the Independent Directors of theCompany possess requisite qualifications experience and expertise and that they hold thehighest standards of integrity.

Pursuant to the provisions of Section 134 of the Companies Act 2013with respect to the declaration given by the Independent Director of the Company underSection 149(6) of the Companies Act 2013 the Board hereby confirms that all theIndependent Directors have given declarations and further confirms that they meet thecriteria of Independence as per the provisions of Section 149(6) read with SEBI (ListingObligations & Disclosure Requirements) Regulations 2015.

BOARD EVALUATION:

SEBI (Listing Obligations and Disclosures Requirements) Regulations2015 mandates that the Board shall monitor and review the Board evaluation framework. TheCompanies Act 2013 states that a formal annual evaluation needs to be made by the Boardof its own performance and that of its committees and individual directors. The ScheduleIV of the Companies Act 2013 states that the performance evaluation of independentdirectors should be done by the entire Board of Directors excluding the director beingevaluated.

The Board as a whole was evaluated on various parameters like BoardComposition & Quality Board Meetings and Procedures adherence to the Code of Conductetc. Based on each of the parameter the Board of Directors formed an opinion thatperformance of Board as a whole has been outstanding. The Board approved the evaluationresults as collated by the Nomination and Remuneration Committee.

Pursuant to the provisions of the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a structuredquestionnaire was prepared. The performance Evaluation of the Independent Directors wascompleted. Independent Directors Meeting and Nomination and Remuneration Committeeconsidered the performance of Non-Independent Directors and the Committees and Board aswhole reviewed the performance of the Chairman of the Company taking into account theviews of Executive Directors and Non-Executive Directors and assessed the qualityquantity and timeliness of flow of information between the Company Management and theBoard.

MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OFITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the performanceevaluation of the Independent Directors was completed.

The evaluation framework for assessing the performance of directors ofyour company comprises of contribution at meetings strategies perspective or inputsregarding the growth and performance of your company among others.

The performance evaluation of the Chairman and the Non-IndependentDirectors was carried out by the Independent Directors. The Board of Directors expressedtheir satisfaction with the evaluation process. Details of program for familiarization ofIndependent directors of the company are accessible on yours company website athttp://dcl.net.in/familarisation.

MEETING OF INDEPENDENT DIRECTORS:

The meeting of Independent Directors was scheduled on 29thMarch 2021. All the Independent Directors were present in the meeting.

STATUTORY AUDITORS:

M/s. Gohel & Associates LLP Chartered Accountants Mumbai (FRN:W100162) has been appointed as a Statutory Auditors of the Company at 34thAnnual General meeting of the Company for a period of five (5) years till the conclusionof the 39th Annual General Meeting of the Company. The Company has confirmedwith auditors their eligibility criteria.

The MCA vide its notification dated 7 May 2018 has amended Companies(Audit and Auditors) Rules 2014 by Companies (Audit and Auditors) Amendment Rules 2018which dispense the requirement of members approval for ratification of appointment ofAuditors at every Annual General Meeting. Keeping the same in mind no such agenda item isincluded in notice for the 35th AGM.

AUDITORS REPORT:

Observations made in the Auditors' Report are self-explanatory andtherefore do not call for any further comments under Section 134 (1) of the Companies Act2013.

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

The details of the Committees along with their composition number ofmeetings and attendance at the meetings are provided in the Corporate Governance Report.

SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES:

During the year there is no subsidiary joint venture or associate ofthe Company.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIESJOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

There were no such Companies which have become or ceased to be itssubsidiaries Joint Ventures or Associate Companies during the year.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Conservation of Energy Technology Absorption & Foreign ExchangeEarnings and Outgo Details of energy conservation and research and development activitiesundertaken by the Company along with the information in accordance with the provisions ofSection 134 of Companies Act 2013 read with Rule 8 of Companies (Accounts) Rules 2014the extent as are applicable to the Company are given in Annexure - ‘D'to the Directors' Report.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION &ANALYSIS:

The Company is committed to maintain the highest standards of CorporateGovernance and adhere to the Corporate Governance requirements set out by SEBI.

In compliance with Regulation 34 and Schedule V of SEBI (LODR)Regulations 2015 report on the Corporate Governance along with a certificate from theSecretarial Auditors of the Company on compliance with the provisions is annexed and formspart of the Annual Report. Annexure E.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

In terms of the provisions of Section 197(12) of the Act read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement containing the disclosures pertaining to remuneration and other details asrequired under the Act and the above Rules are as under. The disclosures as specifiedunder Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014. The percentage increase in remuneration of each Director and Chief FinancialOfficer during the financial year 2020-21 ratio of the remuneration of each Director tothe median remuneration of the employees of the Company for the financial year 2020-21 andthe comparison of remuneration of each Key Managerial Personnel (KMP) against theperformance of the Company are as under:

Name of Director/KMP RIGHT>Remuneration Received (In Rs. Lakhs) % increase in Remuneration in the F.Y. 2020-21 Ratio of remuneration of each Director to median remuneration of employees
1 Mr. Mahesh S. Jhawar (Whole Time Director) 49.50 N.A. 32.14
2 Mrs. Laxmi Sohanlal Jhawar (Non- Executive Director) Nil Nil Nil
3 Mrs. Niyati Ketan Shah (Independent Director) Nil Nil Nil
4 Mr. Rahul Mahesh Jhawar (Non-Executive Director) Nil Nil Nil
5 Mr. Natwar Nagarmal Agarwal (Independent Director) Nil Nil Nil
6 Mr. Arpit Tibrewala (Independent Director) Nil Nil Nil
7 Mr. Ganesh Singh (Chief Financial Officer) 4.86 N.A. 3.15
8 Ms. Khyati Modi (Company Secretary) 1.54 N.A. 1

In terms of Section 197(12) of the Companies Act 2013 read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 no employee(s) drawing remuneration in excess of limits set out in said rulesforms part of the annual report.

• The median remuneration of employees of the Company during thefinancial year 2020-21 was ‘1.54 lacs.

• In the financial year 2020-21 there was an increase of NIL% inthe median remuneration of employees.

• As on March 31 2021 there were 5 permanent employees who wereon the roll of the Company.

• Relationship between average increase in remuneration andCompany performance.

• There was no increase in total remuneration paid to Directorsduring F.Y. 2020-21 as compared to previous year; whereas Profit after Tax is Rs. 27.85lakhs as compared to a profit of Rs. 328.84 lakhs in 2019-20.

• Comparison of Remuneration of the Key Managerial Personnel(s)against the performance of the Company (i.e. Remuneration of KMP for the year is Rs. 56.01lacks as compared to Rs. 65.68 lacks in previous year) The overall total remuneration ofthe Key Managerial Personnel(s) has been lower down by Rs. 9.67 lacks in 2020-21; whereasProfit after Tax has been lover down by 300.99 lacs.

RISK MANAGEMENT AND INTERNAL CONTROLS:

The Company has the risk management and internal control framework inplace commensurate with the size of the Company. However Company is trying to strengthenthe same. The details of the risks faced by the Company and the mitigation thereof arediscussed in detail in the Management Discussion and Analysis report that forms part ofthe Annual Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not granted any loans or provided any guarantees orsecurity to the parties covered under Section 185 of the Act. The Company has compliedwith the provisions of Section 186 of the Act in respect of the investments made.

Details of the Loans Investments and Guarantee covered under theprovisions of Section 186 of the Companies Act 2013 (Act) has been given under notesforming parts of the Accounts and same will be produced for verification to the members atthe registered office of the Company on their request.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism to provide appropriateavenues to the Directors and employees to bring to the attention of the Management theconcerns about behavior of employees that raise concerns including fraud by using themechanism provided in the Whistle Blower Policy. The Whistle Blower Policy is hosted oncompany's website http://dcl.net.in/investor_info.

During the financial year 2020-21 no cases under this mechanism werereported in the Company and any of its subsidiaries.

POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENTOF WOMEN AT WORKPLACE:

The company has framed policy in accordance with The Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013. During thefinancial year 2020-21 no cases in the nature of sexual harassment were reported at anyworkplace of the company.

COMPANY'S POLICY ON DIRECTORS APPOINTMENT REMUNERATION ETC.:

The Nomination and Remuneration Committee recommends to the Board thepolicy relating to remuneration for the Directors Key Managerial Personnel and otheremployees same has been uploaded on the website of the Company athttp://dcl.net.in/pdf/policies/policy_nrc.pdf.

LISTING OF SHARES:

Equity shares of your Company are listed on Bombay Stock Exchange onlyand the Company has paid the necessary Listing fees for the year 2021-22.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year underreview as stipulated under Regulation 34 (3) read with Schedule Part V of the SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015 with Stock Exchangein India is presented in a separate Section forming part of the Annual Report. Annexure-F

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has adopted the policies and procedures for ensuring theorderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial disclosures.

The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy andadequacy of internal control system in the Company its compliance with operating systemsaccounting procedures and policies at all locations of the Company.

Based on the report of internal audit function process ownersundertake corrective action in their respective areas and thereby strengthen the controls.Significant audit observations and recommendations along with corrective actions thereonare presented to Board.

The Audit Committee of the Board of Directors Statutory Auditors andthe Business Heads are periodically apprised of the internal audit findings and correctiveactions taken.

SECRETARIAL AUDITORS AND THEIR REPORT:

M/s Pankaj Trivedi & Co Company Secretary in Practice wasappointed to conduct the secretarial audit of the Company for the financial year 2020-21as required under Section 204 of the Companies Act 2013 and Rules thereunder. TheSecretarial Audit Report for financial year 2020-21 is Annexure-A to thisBoard's Report.

COMMENTS ON REMARKS/OBSERVATION/QUALIFICATION MADE BY SECREATARIRALAUDITORS:

Mr. Pankaj Trivedi Company Secretary in Practice in his SecretarialAudit Report for financial year 2020-21 have drawn the attention of the management on somethe non-compliances which have been marked as qualification in his report. In connectionwith the same management herewith give the explanation for the same as follows: TheDeclaration of non-encumbrance of shares on promoters holding Regulation 31(4) of SEBI(SAST) Regulations 2011; as on year end The Company has submitted the same on 29th June2020 the reason for delay is mainly due to challenges posed by COVID pandemic.

The Company had taken the Limited Review Report M/s. M/s. Gohel &Associates LLP as the resigning auditor had denied for reviewing the Financials forquarter ended 30.06.2020 and issue Limited Report.

The management has decided to make an application to Bank for seekingregistration as required under section 45(IA) of RBI Act 1934. However due to practicaldifficulties caused by novel corona virus no such application was made during the yearunder review. The Management is seeking opinion of some RBI professionals for making goodof said default.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has implemented a Related Party Transactions policy for thepurposes of identification and monitoring of such transactions. The policy on relatedparty transactions is uploaded on the Company's website athttp://dcl.net.in/pdf/policies/policy_rpt.pdf.

All related party transactions are placed before the Audit Committeefor approval. Prior omnibus approval of the Audit Committee is obtained on an annual basiswhich is reviewed and updated on quarterly basis.

Pursuant to the Section 134(3) (h) of the Companies Act 2013 and Rule8(2) of the Companies (Accounts) Rules 2014 the particulars of contract or arrangemententered into by the Company with related parties referred to in Section 188(1) in FormAOC-2 in Annexure-B to this Board's Report.

POSTAL BALLOT:

No postal ballot was held during the year 2020-21.

EXTRACT OF ANNUAL RETURNS:

Pursuant to the Section 134(3) (a) of the Companies Act 2013 thedetails forming part of the extract of the Annual Return is Form MGT-9 is Annexure- C.

CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a Certificate from M/sPankaj Trivedi & Co regarding compliance with the conditions of Corporate Governanceas stipulated under Regulation 34(3) Schedule V of SEBI (LODR) Regulations 2015 withStock Exchange read with the relevant provisions of SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 forms part of this Report and Annexure- Eto this Board's Report.

CEO AND CFO CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certificationas required under Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR)Regulation 2015 have been appended to this report.

CERTIFICATE OF NON- DISQUALIFICATION OF DIRECTORS

Certificate from secretarial auditor regarding none of the directors onthe board of the company have been debarred or disqualified from being appointed orcontinuing as directors of companies by the Board/Ministry of Corporate Affairs or anysuch statutory authority as per item 10(i) of Part C of Schedule V of the SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirement) Regulations 2015annexed to this report.

CHANGE IN NATURE OF BUSINESS OF THE COMPANY:

There was no change in the nature of Business of the Company during theyear under review.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY:

No material changes and commitments affecting the financial position ofthe Company occurred during Financial Year 2020-21 till the date of this report. Furtherthere was no change in the nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by theRegulators/Courts that would impact the going concern status of the Company and its futureoperations.

However the Company was in receipt of a letter from the exchange datedFebruary 3 2020 alleging Non-Compliance for Q3-ended December 2019 pertaining toregulation 17(1) of Listing Regulations Viz. requirement of Composition of Board andappointment of Women Director and advising payment of penalty of Rs.365800/- for suchviolation against which company had submitted suitable reply to the exchange with properexplanation in support of companies claim of no such violation and in the opinion of Boardthe matter was closed as no such further Communication was received from the exchange tillend of F.Y. 2019-20. However the exchange sent a fresh notice through email dated July 32020 alleging same non-compliance for Q-4 ended March 2020 and advising payment ofpenalty of Rs.218300/- for such violation against which Company again had submitted asuitable reply on July 11 2020 to the exchange with proper explanation in support ofcompanies claim of no such violation and requested to withdraw such letters and waive thepenalty so levied as company have complied with Regulation 17(1).

Since then no communication has been sent by the exchange for a yearand it was presumed that exchange has admitted our claim and shockingly after a yearexchange has sent an email on 2nd July 2021 intimating company that thesubmission of the Company has rejected by the Company and advised again to pay thepenalty upon which company again replied to the exchange and denied any such violationand requested the personal meeting with the concern officer to understand and close thematter.

Since then company has been written few reminders mail requestingpersonal meeting but no one has replied to the emails upon which Mr. Mahesh Jhawar WholeTime Director gone to the exchange for personal meeting to close the matter but concernedofficer was on leave as informed at reception and other concerned officer to the noticewere not ready to meet due their pre-occupancy.

The matter is pending with exchange and if needed company will takelegal opinion and will approach higher authority if required.

BANK AND FINANCIAL INSTITUTIONS:

Directors are thankful to their bankers for their continued support tothe company.

ACKNOWLEDGMENTS:

Your Directors convey their sincere thanks to the Government BanksShareholders and customers for their continued support extended to the company at alltimes.

The Directors further express their deep appreciation to all employeesfor commendable teamwork high degree of professionalism and enthusiastic effort displayedby them during the year.

By Order of the Board of Directors
Sd/- Sd/-
Mahesh S. Jhawar Rahul M. Jhawar
(Whole Time Director) (Director)
DIN: 00002908 DIN: 07590581
Place: Mumbai
Date: 11/08/2021

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