Your Directors are pleased to present the 33rd Annual Report of the Companytogether with the Audited Financial
Statements for the year ended 31st March 2019.
SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:
(Rs. in Rupees)
|PARTICULARS ||FINANCIAL RESULTS |
| ||2018-2019 ||2017-2018 |
|Revenue from Operation - ||49031016 ||287933083 |
|Revenue from other Income ||9918627 ||30014524 |
|Total Revenue ||58949643 ||317947607 |
|Profit before Depreciation & Interest ||4680540 ||14341837 |
|Depreciation ||15846 ||14263 |
|Interest ||497718 ||3654199 |
|Profit after Depreciation & Interest ||4166976 ||10673375 |
|Provision for Taxation ||498328 ||1742600 |
|Provision for Tax (deferred) ||227 ||3206 |
|Profit/ Loss after Tax ||3668875 ||8927569 |
STANDALONE FINANCIAL RESULTS:
The company is mainly engaged into business of Finance and Investment & ShareTrading. During the year under review your Company earned a total Income of Rs.58949643 /- comprising mainly of sale of shares interest dividend and long term andshort term investment profit against this the total expenditure amounted to Rs.54782667/-. As the result of this the Company has earned net profit after tax of Rs. 3668875/-against the Net profit after tax of Rs. 8927569-/- for the previous year.
The management of the Company hereby very optimistic regarding same performance of theCompany in future.
TRANSFER TO RESERVES:
No fund was transferred to General Reserve.
During the year your directors have not recommended any dividend on Equity Shares forthe year under review
Your Company has not accepted any deposits within the meaning of Section 73 (1) and 74of the Companies Act 2013 read together with the companies (Acceptance of Deposits)Rules 2014.Your Company held no deposit in any form from anyone during the year s 31stMarch 2019 which was overdue or unclaimed by the depositors.
CHANGE IN THE NATURE OF BUSINESS IF ANY:
There was no change in the nature of business of the Company during the year.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:
During the year under review there were no material changes and commitments affectingthe financial position of the
NUMBER OF MEETINGS OF THE BOARD:
The Board met 6 (Six) times during the financial year the details of which are givenin the Corporate Governance Report that forms part of this Annual Report. The interveninggap between any two meetings was within the period prescribed by the Companies Act 2013.
BOARD OF DIRECTORS:
The Composition of the Board during the year as per the provisions of Regulation 17(1)of listing regulation read with the Companies Act 2013. During the period under review
During the year Pursuant to Section 152 of the Companies Act 2013 Mrs. Kamla R.Jhawar Director retires by rotation at the ensuing Annual General Meeting and beingeligible offers herself for re-appointment. Your Board has recommended her re-appointment.
During the year under review Mr. Mahesh Jhawar was re-appointed as a Whole-timeDirector for a period of 5 years with effect from 17th June 2019 to 16th June2024 subject to approval of members at the ensuing Annual General Meeting.
On the recommendation of Nomination and Remuneration Committee Mr. Natwar NagarmalAgarwal and Mrs Jayashree Iyer was appointed as an Additional Independent Director witheffect from 09th July 2018 and 03rd August 2018 and consequently theirappointment has been regularized as an Independent Directors at 32nd AGM dated28th September 2018.
During the year Mr. Naveen Vyas Non-Executive-Independent Director had resigned fromthe post of Directorship w.e.f. 30th June 2018. The Board places on record its deepappreciation for the contribution rendered by Mr. Naveen Vyas during their tenure as anIndependent Director of the company.
During the year Mr.Vijay Kumar Moyal Non-Executive-Independent Director had resignedfrom the post of Directorship w.e.f. 19th July 2018. The Board places on record its deepappreciation for the contribution rendered by Mr.Vijay Kumar Moyal during their tenure asan Independent Director of the company.
During the year Mrs. Jayashree Iyer Non-Executive-Independent Director had resignedfrom the post of Directorship w.e.f. 31st July 2019. The Board places onrecord its deep appreciation for the contribution rendered by Mrs. Jayashree Iyer duringtheir tenure as an Independent Director of the company.
On the recommendation of Nomination and Remuneration Committee Mr. Rahul Jhawar wasappointed as an Additional Director with effect from 09th August 2019 on theBoard of Directors of the Company in terms of Section 161 of the Companies Act 2013 andwho holds office up to the date of this Annual General Meeting is appointed as Non-Executive Director of the Company.
On the recommendation of Nomination and Remuneration Committee your Board inductedMrs. Niyati Ketan Shah (DIN 02171577) as an Additional Directors of the Company in thecategory of Independent Director subject to approval of members at the ensuing AnnualGeneral Meeting with effect from 09/08/2019 and 08/08/2024 respectively in order to complywith the requirement of Section 149(1) of the Companies Act 2013. In terms of Section 161of the Companies Act 2013 she will hold office up to the date of the ensuing AnnualGeneral Meeting. The Company has received a notice in writing along with deposit pursuantto Section 160 of Companies Act 2013 proposing the appointment of Mrs. Niyati Ketan Shah(DIN 02171577)) Directors of the Company. Your Board has recommended the appointment ofMrs. Niyati Ketan Shah (DIN 02171577) as an Independent Directors of the Company for aperiod of five consecutive years up to the 38th consecutive Annual General Meeting of theCompany not liable to retire by rotation
During the year Ms. Konika Shah appointed as a KMP and Compliance Officer of theCompany. The appointment was effective from 01st October 2018
Mr. Natwar Nagarmal Agarwal Mr. Gopal Mohta & Mrs. Niyati Ketan Shah & Mrs.Jayashree Iyer Independent director have given declarations that they continues to meetthe criteria of independence as laid down under Section 149(6) of the Act and Regulation16(1)(b) of the Listing Regulations.
None of the Directors are disqualified for appointment/ re-appointment under Section164 of the Act. As required by
law this position is also reflected in the Auditors Report.
As required under Regulation 36(3) of the listing Regulations with the stock exchangesthe information on the particulars of Directors proposed for appointment/re appointmenthas 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) of the CompaniesAct 2013 and based on the information provided by management your Directors state that:a) In the preparation of the annual accounts for the financial year ended 31st March 2019the applicable accounting standards have been followed.
b) Directors have selected such Accounting policies applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the State of affairs of the corporation as at the end of 31st March 2019 and of theprofit of the Company for the year ended on that date.
c) Director have taken Proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities.
d) Directors have prepared the annual accounts on a going concern basis;
e) Director have laid down internal financial controls commensurate with the size ofthe Company and that such financial controls were adequate and were operating effectively;and
f ) Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.
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) Mrs. Jayashree Iyer (DIN:01520083) and Mr. Gopal Mohta (DIN 01877324) have affirmed that they continue to meet allthe requirements specified under Regulation16(1)(b)of the listing regulations in respectof their position as an Independent Director of Dhanlaxmi Cotex Limited.
POLICIES ON DIRECTORS APPOINTMENT AND REMUNERATION:
The Company adheres to the requirements prescribed in the Companies Act 2013 rulesand amendments made there under and SEBI regulations for the Appointment and remunerationof the Directors of the Company.
The policies of the Company on Directors appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act is available onwebsite of the company at http://dcl.net.in/investor_info.html
MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWNPERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements)
Regulations 2015 the performance evaluation of the Independent Directors wascompleted.
The evaluation framework for assessing the performance of directors of your companycomprises of contribution at meetings strategies perspective or inputs regarding thegrowth and performance of your company among others.
The performance evaluation of the Chairman and the Non-Independent Directors wascarried out by the Independent
Directors. The Board of Directors expressed their satisfaction with the evaluationprocess.
Details of program for familiarization of Independent directors of the company areaccessible on yours company website at http://dcl.net.in/familarisation.html
SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The Companies Act 2013states that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its committees and individual directors. The Schedule IV of theCompanies Act 2013 states that the performance evaluation of independent directors shouldbe done by the entire Board of Directors excluding the director being evaluated.
The Board as a whole was evaluated on various parameters like Board Composition &Quality Board Meetings and Procedures adherence to the Code of Conduct etc. Based oneach of the parameter the Board of Directors formed an opinion that performance of Boardas a whole has been outstanding. The Board approved the evaluation results as collated bythe Nomination and Remuneration Committee.
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a structured questionnaire was prepared.The performance Evaluation of the Independent Directors was completed. IndependentDirectors Meeting and Nomination and Remuneration Committee considered the performance ofNon-Independent Directors and the Committees and Board as whole reviewed the performanceof the Chairman of the Company taking into account the views of Executive Directors andNon-Executive Directors and assessed the quality quantity and timeliness of flow ofinformation between the Company Management and the Board.
MEETING OF INDEPENDENT DIRECTORS:
Pursuant of the provision of Section 149 (8) of the Companies Act 2013 read withSchedule IV and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 the Independent Directors of the Company held their meeting on 28thMarch 2019 reviewed the performance of non- independent directors and the Board as awhole including the Chairperson of the Company views expressed by the executive directorsand non- executive directors at various level and quantified the quality quantity andtimeliness of flow of information between the Company management and the Board andexpressed satisfaction.
DISCLOSURE FROM INDEPENDENT DIRECTORS:
Pursuant to the provisions of Section 134 of the Companies Act 2013 with respect tothe declaration given by the Independent Director of the Company under Section 149(6) ofthe Companies Act 2013 the Board hereby confirms that all the Independent Directors havegiven declarations and further confirms that they meet the criteria of Independence as perthe provisions of Section 149(6) read with SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015.
M/s. R. Soni & Co. Chartered Accountants Mumbai was appointed in 31st AnnualGeneral Meeting (AGM) as the
Statutory Auditors of the Company to hold office from the conclusion of 31st AGM untilthe conclusion of the 36th AGM.
Observations made in the Auditors Report are self-explanatory and therefore do not callfor any further comments under Section 134 (1) of the Companies Act 2013.
COMMITTEES OF THE BOARD:
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and RemunerationCommittee
3. 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.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:
No material changes and commitments affecting the financial position of the Companyoccurred during Financial Year
2018- 19 till the date of this report. Further there was no change in the nature ofbusiness of the Company.
SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES:
During the year there is one associate of the company but there is no subsidiaryjoint venture of the Company.
Annexure - G
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate
Governance requirements set out by SEBI.
In compliance with Regulation 34 and Schedule V of SEBI (LODR) Regulations 2015 reporton the Corporate Governance along with a certificate from the Secretarial Auditors of theCompany on compliance with the provisions is annexed and forms part 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 Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are as under. The disclosures as specified under Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Thepercentage increase in remuneration of each Director and Chief Financial Officer duringthe financial year 2018-19 ratio of the remuneration of each Director to the medianremuneration of the employees of the Company for the financial year 2018-19 and thecomparison of remuneration of each Key Managerial Personnel (KMP) against the performanceof the Company are as under:
|Sr. No. ||Name of Director/KMP ||Remuneration Received ||% increase in Remuneration in the Financial year 2018-19 ||Ratio of remuneration of each Director to median remuneration of employees |
| || ||(In Rs. Lakh) || || |
|1 ||Mr. Ramautar S. Jhawar ||6000000/- ||25 ||14.29 |
| ||(Managing Director) || || || |
|2 ||Mr. Mahesh S. Jhawar ||NIL ||NIL ||NIL |
| ||(Director) || || || |
|3 ||Mrs. Kamala Jhawar ||NIL ||NIL ||NIL |
| ||(Non- Executive Director) || || || |
|4 ||Mr. Chandra Kishore Bohra ||419941/- ||8.72 ||1 |
| ||(Chief Financial Officer) || || || |
|5 ||Ms. Konika Shah ||85200/- ||- ||0.20 |
| ||(appointed w.e.f 01-10-2019) || || || |
In terms of Section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 noemployee(s) drawing remuneration in excess of limits set out in said rules forms part ofthe annual report
No postal ballot was held during the year 2018-2019
RISK MANAGEMENT AND INTERNAL CONTROLS:
The Company has the risk management and internal control framework in placecommensurate with the size of the
Company. However Company is trying to strengthen the same. The details of the risksfaced by the Company and the mitigation thereof are discussed in detail in the ManagementDiscussion and Analysis report that forms part of the
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act.2013 are given in the notes to Financial Statements.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Conservation of Energy Technology Absorption & Foreign Exchange Earnings and OutgoDetails of energy conservation and research and development activities undertaken by theCompany along with the information in accordance with the provisions of Section 134 ofCompanies Act 2013 read with Rule 8 of Companies (Accounts) Rules 2014 the extent asare applicable to the Company are given in Annexure - D to the Directors Report.
LISTING OF SHARES:
Equity shares of your Company are listed on Bombay Stock Exchange only and the Companyhas paid the necessary
Listing fees for the year 2018-2019 and 2019-2020.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism to provide appropriate avenues to theDirectors and employees to bring to the attention of the Management the concerns aboutbehavior of employees that raise concerns including fraud by using the mechanism providedin the Whistle Blower Policy. The Whistle Blower Policy is hosted on company s websitehttp://dcl.net.in/investor_info.html
During the financial year 2018-19 no cases under this mechanism were reported in theCompany and any of its subsidiaries.
POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE:
The company has framed policy in accordance with The Sexual Harassment of Women atWorkplace (Prevention
Prohibition and Redressal) Act 2013.
During the financial year 2018-19 no cases in the nature of sexual harassment werereported at any workplace of the company.
COMPANY S POLICY ON DIRECTORS APPOINTMENT REMUNERATION ETC.:
The Nomination and Remuneration Committee recommends to the Board the policy relatingto remuneration for the Directors Key Managerial Personnel and other employees same hasbeen uploaded on the website of the Company at http://dcl.net.in/investor_info.html
MANAGEMENT S DISCUSSION AND ANALYSIS REPORT:
Management s Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 (3) read with Schedule Part V of the SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 with Stock Exchange in India is presented ina 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 the orderly andefficient conduct of its business including adherence to the Company s policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company.
Based on the report of internal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented toBoard.
The Audit Committee of the Board of Directors Statutory Auditors and the BusinessHeads are periodically apprised of the internal audit findings and corrective actionstaken.
SECRETARIAL AUDITORS AND THEIR REPORT:
M/s Pankaj Trivedi & Co Company Secretary in Practice was appointed to conduct thesecretarial audit of the Company for the financial year 2018-19 as required under Section204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Report forfinancial year 2018-2019 is Annexure-A to this Board s Report. The Secretarial AuditReport for F. Y 2018-19 is enclosed and marked as Annexure-A.
COMMENTS ON REMARKS/OBSERVATION/QUALIFICATION MADE BY SECREATARIRAL AUDITORS:
Mr. Pankaj Trivedi Company Secretary in Practice in his Secretarial Audit Report forfinancial year 2018-19 have drawn the attention of the management on some thenon-compliances which have been marked as qualification in his report.
In connection with the same management herewith give the explanation for the same asfollows:
The Company does not follow practice of consolidation of accounts of Associate Companyin its Financials. The Company holds only 20% holding in MR Share Broking Private Limitedwhich is below 51% so the MR Share Broking Private Limited is not subsidiary Company. TheCompany about to dilute its holding in the company below 20% during the year
The promoters had already dematerialized 31850 shares of promoter holding during theyear and now only 6650 are remained for demat which according to explanation given by themwill be get demat in due course of time.
The management has decided to make an application to Bank for seeking registration asrequired under section 45(IA) of RBI Act 1934. However due to practical difficulties nosuch application was made during the year under review. The Management is seeking opinionof some RBI professionals for making good of said default.
The Company is very much regular and compliance savvy in terms of making timelydisclosures and filing with concerned regulatory. However as far as non-submission ofnewspaper publication made by the company to the exchange during the year under review asrequired under regulation 47(1) of SEBI (LODR) Regulation 2015 is concerned we wouldlike to inform that all required newspaper publication has been given by the Company inpapers and are also uploaded to the website of the company and are in records with thecompany in respective file. However due to oversight the same has not been forwarded tothe exchange and upon the advice of the professional company started doing that and therewas no as such motive for non-disclosure. As the all publications are already madeavailable to stakeholders at large on company s website
As far as delay in submission of brief profile of Mr. Natwarlal Aggarwal along with theoutcome of the Board meeting held on 09.07.2018 in which he was appointed was concernedwas mainly due to oversight and same has been submitted to the exchange on 18.07.2018.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has implemented a Related Party Transactions policy for the purposes ofidentification and monitoring of such transactions. The policy on related partytransactions is uploaded on the Company s website at http://dcl.net.in/investor_info.html.
All related party transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit
Committee is obtained on an annual basis which is reviewed and updated on quarterlybasis.
Pursuant to the Section 134(3) (h) of the Companies Act 2013 and Rule 8(2) of theCompanies (Accounts) Rules 2014 the particulars of contract or arrangement entered intoby the Company with related parties referred to in Section 188(1) in Form AOC-2 inAnnexure-B to this Board s Report.
The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form
AOC - 2 are appended as Annexure B.
EXTRACT OF ANNUAL RETURNS:
Pursuant to the Section 134(3) (a) of the Companies Act 2013 the details forming partof the extract of the Annual
Return is Form MGT-9 is Annexure- C.
A Report on Corporate Governance along with a Certificate from M/s Pankaj Trivedi &Co regarding compliance with the conditions of Corporate Governance as stipulated underRegulation 34(3) Schedule V of SEBI (LODR) Regulations 2015 with Stock Exchange readwith the relevant provisions of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 forms part of this Report and Annexure- E to this Board s Report.
CEO AND CFO CERTIFICATION:
The Chief Executive Officer and Chief Financial Officer Certification as required underRegulation 17(8) read with Part
B of Schedule II of the SEBI(LODR) Regulation2015 have been appended to this report
INSURANCE OF ASSETS:
All the fixed assets finished goods semi-finished goods raw material packingmaterial and goods of the company if any lying at different locations have been insuredagainst fire and allied risks.
BANK AND FINANCIAL INSTITUTIONS:
Directors are thankful to their bankers for their continued support to the company.
Your Directors convey their sincere thanks to the Government Banks Shareholders andcustomers for their continued support extended to the company at all times.
The Directors further express their deep appreciation to all employees for commendableteamwork high degree of professionalism and enthusiastic effort displayed by them duringthe year.
|Place: Mumbai ||On behalf of the Board of Directors |
|Dated: 09-08-2019 ||Sd/- ||Sd/- |
| ||Ramautar Jhawar ||Mahesh Jhawar |
| ||Managing Director ||Director |