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Dhanlaxmi Fabrics Ltd.

BSE: 521151 Sector: Industrials
NSE: N.A. ISIN Code: INE953D01016
BSE 00:00 | 19 Jan 23.20 0
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NSE 05:30 | 01 Jan Dhanlaxmi Fabrics Ltd
OPEN 23.20
PREVIOUS CLOSE 23.20
VOLUME 2
52-Week high 27.90
52-Week low 11.20
P/E 52.73
Mkt Cap.(Rs cr) 20
Buy Price 21.10
Buy Qty 100.00
Sell Price 23.75
Sell Qty 11.00
OPEN 23.20
CLOSE 23.20
VOLUME 2
52-Week high 27.90
52-Week low 11.20
P/E 52.73
Mkt Cap.(Rs cr) 20
Buy Price 21.10
Buy Qty 100.00
Sell Price 23.75
Sell Qty 11.00

Dhanlaxmi Fabrics Ltd. (DHANLAXMIFABRIC) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their Twenty Seventh Annual Report on thebusiness operations and activities of the Company together with the Audited Accounts forthe Financial Year ended 31st March 2019.

FINANCIAL RESULTS:

Summary of the Company's financial performance for F.Y. 2018-2019 as compared to theprevious financial year is given below:

(Rs.in lacs)

Particulars

F.Y. 2018 – 2019

F.Y. 2017 – 2018

Standalone Consolidated Standalone Consolidated
Revenue from Operation 7414.94 8158.42 7027.63 7802.10
Revenue from other Income 189.18 208.37 274.21 299.62
Total Revenue 7604.12 8366.79 7301.85 8101.73
Profit before Dep. & Int. 742.69 811.21 923.76 969.22
Depreciation 404.15 415.06 406.84 409.34
Interest 217.19 232.29 279.02 286.09
Profit after Depreciation & Interest and before Tax 608.31 650.82 234.16 270.05
Provision for Taxation 212.75 228.52 125.00 133.83
Provision for Tax (deferred) (221.47) (221.35) 46.90
47.20
Provision for Taxation for earlier year - - -
-
Profit/ Loss after Tax 617.03 643.95 156.05 183.43

HIGHLIGHTS:

Your Company's main activity is cornered in to dealers and manufacturing and Processingof Textile and allied products /services and Power Generation. As it can be clearly seenfrom the highlights that the company the total revenue generated in current year wereincreased and profit for the year of the Company is Rs.617.03 Lakhs as compared to 156.05Lakhs in previous year.

The management of the Company hereby very optimistic regarding performance of theCompany in future and taking every steps and making every efforts to turn the Company into profitable organization

DIVIDEND:

During the year your directors have not recommended any dividend on Equity Shares forthe year under review.

AMOUNTS TO BE TRANSFERRED TO RESERVES

No fund was transferred to General Reserve.

BOARD OF DIRECTORS:

The Composition of the Board during the year was as per the provisions of Regulation 17of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 read with the Companies Act 2013..

During the year Pursuant to Section 152 of the Companies Act 2013 Mr. Mahesh JhawarDirector retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. Your Board has recommended his re-appointment.

The first term of the Independent Directors viz. Mr. Durgesh Kabra& Mrs.Jayashree Iyer expires at the forthcoming annual general meeting. As per CompaniesAct 2013 the Independent Directors are eligible for re-appointments for a second termexcept Mrs. Jayashree Iyer due to Health issue & other personal Commitment.

The Board has approved the re-appointment of Mr. Durgesh Kabra the IndependentDirectors for a second term of five years with effect from September 19 2019 tillSeptember 18 2024. Their re-appointment for a second term of five (5) years is placedfor approval of the members in the Notice of the 27th Annual General Meeting.

Upon the recommendation of Nomination and Remuneration Committee your Board inducted Ms.Ayushi Gilra (DIN – 08511294) 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 06/08/2019 to 05/08/2024 in order to comply withthe requirement of Section 149(1) of the Companies Act 2013.

In terms of Section 161 of the Companies Act 2013 she will hold office up to the dateof the ensuing Annual General Meeting. The Company has received a notice in writing alongwith deposit pursuant to Section 160 of Companies Act 2013 proposing the appointment of Ms.Ayushi Gilra (DIN – 08511294)Directors of the Company. Your Board hasrecommended the appointment of Ms. Ayushi Gilra (DIN – 08511294) as anIndependent Directors of the Company for a period of five consecutive years up tothe 32nd consecutive Annual General Meeting of the Company not liableto retire by rotation.

Upon the recommendation of Nomination and Remuneration Committee Mr. Mukul Jhawarhas been appointed as an additional director designated as Executive Director by the Boardat its meeting dated 06-08-2019 for a term of 5 years with effect from 06-08-2019.His appointment is placed for approval of the members in the Notice of the Annual GeneralMeeting

Mr. Durgesh Kabra Mr. Gopal Mohta & Mrs. Niyati Ketan Shah Independentdirector have given declarations that they continues to meet the criteria ofindependence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of theListing Regulations.

During the year Mrs. Jayashree Iyer Non-Executive-Independent Director hadresigned from the post of Directorship w.e.f. 31st July 2019. The Boardplaces on record its deep appreciation for the contribution rendered by Mrs. JayashreeIyer during their tenure as an Independent Director of the company.

Mr. Mahesh Jhawar Chief Financial Officer of the company as tendered hisresignation letter with effect from 07--06-2019 and Mr. Purushottam Randad appointedas a Chief Financial Officer of the Company with immediate effect 06-08-2019"

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 forappointment/re–appointment has been given in the notice of annual general meeting.

DEPOSITS:

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)Rules2014.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

a) In the preparation of the annual accounts for the financial year ended 31stMarch 2019 the applicable accounting standards have been followed.

b) Accounting policies selected were applied consistently. Reasonable and prudentjudgments and estimates were made so as to give a true and fair view of the State ofaffairs of the corporation as at the end of March 31 2019 and of the profit of theCompany for the year ended on that date.

c) Proper and sufficient care to the best of their knowledge and ability for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.

d) The Annual Accounts of the Company have been prepared on the ongoing concern basis.

e) That they have laid down internal financial controls commensurate with the size ofthe Company and that such financial controls were adequate and were operating effectively.

f) That system to ensure compliance with the provisions of all applicable laws was inplace and was adequate and operating effectively.

DECLARATION OF INDEPENDENCE BY DIRECTORS:

The Independent Non-executive Directors of the Company viz. Mr. Durgesh Kabra Mr.Gopal Mohta Mrs. Jayashree Iyer & Ms. Ayusi Gilra has affirmed that they continueto meet all the requirements specified under Regulation 16(1)(b) of the LODR Regulation2015 in respect of their position as an "Independent Director" of DhanlaxmiFabrics Limited.

POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION:

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 onthe website on this link: http://www.dfl.net.in/company-profile.html

EVALUATION OF BOARD OF DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the performance evaluation of theIndependent Directors was completed.

The performance evaluation of the Chairman and the Non-Independent Directors wascarried out by the Independent Directors. The Board of Directors expressed theirsatisfaction with the evaluation process.

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.

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 theIndependent Directors was completed.

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 theirsatisfaction with the evaluation process.

Details of program for familiarization of Independent directors of the company areaccessible on yours company website at http://www.dfl.net.in/fam_prg.html

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 Boardas a whole including the Chairperson of the Company views expressed by the executivedirectors and non- executive directors at various level and quantified the qualityquantity and timeliness of flow of information between the Company management and theBoard and expressed 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.

STATUTORY AUDITORS:

M/s. R. Soni & Co. Chartered Accountants Mumbai (FRN: No130349W ) vide theirletter dated 07.08.2019 have resigned from the position of Statutory Auditors of theCompany resulting into a casual vacancy in the office of Statutory Auditors of the Companyas envisaged by section 139(8) of the Companies Act 2013.

The Board of Directors at its meeting held on 16th August 2019 asper the recommendation of the Audit Committee and pursuant to the provisions of Section139(8) of the Companies Act 2013 have appointed M/s. Dinesh Bangar & Co.Chartered Accountants Mumbai (Firm Registration Number: 102588W) to hold office as theStatutory Auditors of the Company till the conclusion of 27th AGM and to fillthe casual vacancy caused by the resignation of M/s. R. Soni & Co. CharteredAccountants Mumbai (Firm Registration Number: No130349W)subject to the approval by themembers in ensuring Meeting of the Company at Rs. 100000/- remuneration decided by theBoard of Directors of the Company and the Statutory Auditors.

Further pursuant to recommendation of Audit Committee Board also approved appointmentof M/s. Dinesh Bangar & Co. as Statutory Auditors of the Company to holdoffice for a period of five consecutive years from the conclusion of the 27thAGM till the conclusion of the 32nd AGM to be held in year 2024. Accordinglyyour board of directors also recommend passing of resolution for appointment of M/s.Dinesh Bangar & Co. for a period of 5 consecutive years.

The Company has also received consent and eligibility certificate from M/s. DineshBangar & Co Chartered Accountants Accountants Mumbai (Firm Registration Number:102588W) to act as Statutory Auditors of the Company along with a confirmation that theirappointment if made would be within the limits prescribed under the Companies Act 2013.

AUDITORS REPORT:

Observations made in the Auditors' Report are self-explanatory and therefore do notcall for any further comments under Section 134 (1) of the Companies Act 2013.

COST AUDIT AND AUDITOR:

The central govt. has prescribed the maintenance of Cost records under Section 148 andall other applicable provisions if any of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014for the year ended 31st March 2019. The AuditCommittee and Board has be recommended the reappointment of Mr. Dilip Murlidhar Bathija.Cost Accountant Mumbai at their respective meetings for conducting cost Audit for F.Y.2019-2020 and also recommended for members approval at item no.5 of the Notice.

SECRETARIAL AUDIT:

The Audit Committee recommended the name of M/s. Pankaj Trivedi & Co. CompanySecretary in Practice for conducting Secretarial Audit for F.Y. 2018-2019 pursuant to therequirements of Section 204(1) of the Act and Rule 9 of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

The Secretarial Audit Report as received is appended to this Report as Annexure I.

COMMENTS ON REMARKS/OBSERVATION/QUALIFICATION MADE BY STATUTORY AUDITORS:

M/s. Pankaj Trivedi & Co. Practicing Company Secretary in his Independent AuditorReport for financial year 2018-19 have drawn the attention of the management on somematters in connection with the same management herewith give the explanation for the sameas follows: The Promoters of the Company hold 500 shares in physical form; however thesame is under process of dematerialization.

The Company is very much regular and compliance in terms of making timely disclosuresand filing with concerned regulatory. However as far as non-submission of newspaperpublication made by the company to the exchange during the year under review as requiredunder regulation 47(1) of SEBI (LODR) Regulation 2015 is concerned we would like toinform that all required newspaper publication has been given by the Company in papers andare also uploaded to the website of the company and are in records with the company inrespective file. However the same has not been forwarded to the exchange. As the allpublications are already made available to stakeholders at large on company's website

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 Statutory Auditors of theCompany on compliance with the provisions is annexed and forms part of the Annual Report.

SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES:

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 read with Rule5 of the Companies (Accounts) Rules 2014 a statement containing salient features of thefinancial statements of the subsidiary companies in Form AOC-1 is Annexure II inthis Board's Report.

Pursuant to the provisions of Section 136 of the Companies Act 2013 the financialstatements of the Company consolidated financial statements together with relevantdocuments and separate audited accounts in respect of subsidiaries are available on thewebsite of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 are appended as Annexure III.

EXTRACT OF ANNUAL RETURN: Pursuant to the requirements under Section 92(3) andSection 134(3) of the Act read with Rule 12 of Companies (Management and Administration)Rules 2014 an extract of Annual Return in prescribed Form MGT-9 is given in the Reportas Annexure-IV.

NUMBER OF MEETINGS OF THE BOARD:

The Board met 4 (Four) times during the financial year the details of which aregiven in the Corporate Governance Report that forms part of this Annual Report. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013.

POSTAL BALLOT:

No postal ballot was held during the year 2018-2019.

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

1.Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social responsibility

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

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 thesame. 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:

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.

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 Chief Financial Officer and CompanySecretary during the financial year 2018-2019 ratio of the remuneration of each Directorto the median remuneration of the employees of the Company for the financial year2018-2019 and the comparison of remuneration of each Key Managerial Personnel (KMP)against the performance of the Company are as under:

Name of Director/KMP Remuneration Received 2017-18 % increase year ended 2018-19 Ratio of remuneration of each Director to median remuneration of employees
1 Mr. Ramautar S. Jhawar (Chairman & Director) Nil Nil Nil
2 Mr. Vinod S. Jhawar (Managing Director) 6000000 Nil 27.31
3 Mrs. Jayashree Iyer (Independent Director) Nil Nil Nil
4 Mr. Mahesh S. Jhawar (Director & Chief Financial Officer) 600000 Nil 2.73
5 Mr. Durgesh Kabra (Independent Director) Nil Nil Nil
6 *Mr. Gopal Mohta (Independent Director) Nil Nil Nil
7 *Mrs. Bhaviika Jain@(Company Secretary) 629400 4.9% 2.86

Note: Total 107 major employees are on role as on 31.03.2019 Median remuneration ofemployee is Rs. 219720 /-

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Particulars as required under Section 134(3)(m) of the Companies Act 2013 read withthe Companies (Disclosure of particulars in the Report of the Board of Directors) Rules1988 are given is Annexed V to this report.

FOREIGN EXCHANGE:

Inflow and Outflow of Foreign Exchange are given is Annexed VI to this report.

INSURANCE OF ASSETS:

All the fixed assets finished goods semi-finished goods raw material packingmaterial and goods of the company lying at different locations have been insured againstfire and allied risks.

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 2019-2020. The Company has executed a NewListing Agreement with the Bombay Stock Exchange pursuant to SEBI (LODR) Regulation 2015.

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 details of the said Policy are included in the Report onCorporate Governance which forms part of the Annual Report. During the financial year2018-2019 no cases under this mechanism were reported in the Company and any of itssubsidiaries/ associates.

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 2018-2019 no cases in the nature of sexual harassment werereported at any workplace of the Company.

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) Regulation2015declaration about the Code of Conduct is Annexed to this 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 OCCURRED BETWEENTHE END OF THE FINANCIALYEAR TO WHICHTHESE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Companyoccurred during Financial Year 2018-2019 till the date of this report. Further there wasno change in the nature of business of the Company.

ACKNOWLEDGEMENT:

The Board of Directors wishes to express sincere thanks to Bankers Shareholdersclients Financial Institutions customers sup-pliers and employees of Companies forextending support during the year

FOR &ON BEHALF OF THE BOARD

Sd/- Sd/-
Vinod S. Jhawar Ramautar S. Jhawar Place: Mumbai
(Managing Director) (Director) Date: 16-08-2019

.