Your Directors have pleasure in presenting their Twenty Fourth Annual Report on thebusiness operations and activities of the Company together with the Audited Accounts forthe Financial Year ended 31s1 March 2017.
Summary of the Company's financial performance for F.Y. 2016-2017as compared to theprevious financial year is given below: (Rs.in lacs)
|Particulars ||F.Y. 2016-2017 ||F.Y. 2016-2017 ||F.Y. 2015-2016 ||F.Y. 2015-2016 |
| ||Standalone ||Consolidated ||Standalone ||Consolidated |
|Revenue from Operation ||9281.21 ||10473.79 ||8837.10 ||10303.68 |
|Revenue from other Income ||103.51 ||143.43 ||392.25 ||440.78 |
|Total Revenue ||9384.73 ||10617.23 ||9229.35 ||10744.46 |
|Profit before Dep. & Int. ||1146.56 ||1210.36 ||895.94 ||968.27 |
|Depreciation ||389.31 ||391.71 ||484.94 ||487.35 |
|Interest ||309.87 ||315.53 ||268.99 ||280.55 |
|Profit after Depreciation & Interest and before Tax ||447.38 ||503.12 ||142.02 ||200.37 |
|Provision for Taxation ||172.00 ||188.00 ||168.59 ||186.76 |
|Provison for Tax (deferred) ||(23.51) ||23.28 ||88.94 ||89.07 |
|Provision for Taxation for earlier year ||_ ||_ ||_ ||_ |
|Profit/ Loss after Tax ||251.87 ||291.84 ||62.36 ||101.99 |
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 though the total revenue generated in current year were quickslightly higher in figures but profit for the year of the Company is Rs.251.87 lakhs ascompared to 62.36 lakhs in previous year registering clear growth of more than 300% samewas the case also in case of consolidated financials.
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 in to profitable organization
During the yearyour directors have not recommended any dividend on Equity Shares forthe year under review. AMOUNTS TO BE TRANSFERRED TO RESERVES No fund was transferred toGeneral 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 yearPursuant to Section 152 of the Companies Act 2013 Shri Mahesh Jhawar Director retiresby rotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment. Your Board has recommended his re-appointment.
Further Shri N.C.Sharma tendered his resignation from his post of the Director of theCompany of w.e.f 11lh November 2016 due to his Age and health issues. TheBoard is thankful for their efforts and contribution in the company.
During the year Pursuant to Section Shri Mahesh Jhawar has been resigned the post ofthe Whole Time Director and continued as a director of the company to fulfill thecriteria laid under section 152(6) of the Companies Act 2013 and he also hold theposition of Chief Financial Officer.
During the period under review on the recommendation of Nomination and RemunerationCommittee your Board has appointed Shri. Gopal Mohta as an Additional Directors of theCompany in the category of Independent Director with effect from 30/05/2017 in order tocomply with the requirement of Section 149(1) of the Companies Act 2013. In terms ofSection 161 of the Companies Act 2013 they will hold office up to the date of the ensuingAnnual General Meeting. The Company has received a notice in writing along with depositpursuant to Section 160 of Companies Act 2013 proposing the appointment of Shri. GopalMohta Directors of the Company.
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 31slMarch2017 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 2017 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.Shri Durgesh Kabra Ms.Jayashree Iyer and Shri. Gopal Mohtahasaffirmed that they continue to meet all therequirements specified under Regulation 16(1 )(b) of the LODR Regulation 2015 in respectof their position as an "Independent Director" of Dhanlaxmi Fabrics 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:
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.
M/s. R. Soni & Co. Chartered Accountants having Registration No. 130349W has beenappointed as an Statutory Auditors of the Company in place of M/s.S.G. Kabra& Co. whohas completed his tenure as a Statutory Auditors of the Company as prescribed underSection 139 read with Rule 6 of Chapter X (Audit & Auditors) Rule 2014 of theCompanies Act 2013.
M/s. R. Soni & Co. has confirmed that he is not anyway connected with the outgoing auditors of the and hold office up to the forthcoming Annual General Meeting and hisappointment is recommended to the members in item no.3 of the notice for next fiveconsequitve year commencing from F.Y. 2017-18 till 2021-22.
As required under the provisions of Section 139 of the Companies Act 2013 the Companyhas obtained written confirmation from M/s. R. Soni & Co. that their appointment ifmade would be in conformity with the limits specified in the said Section.
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 31slMarch 2017. The AuditCommittee anad Board has be recommended the reappointment of Mr. Dilip Murlidhar Bathija.Cost Accountant Mumbai at their respective meetings for condcuting cost Audit for F.Y2017-18 and also recommended for members approval at item no.4 of the Notice.
The Audit Committee recommended the name of M/s. Pankaj Trivedi & Co. CompanySecretary in Practice for conducting Secretarial Audit for F.Y. 2016-17 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 2016-17 have drawn the attention of the management on somematters in connection with the same management herewith give the explanation for the sameas follows:
The Company had appointed Company Secretary cum Compliance officer who match with thesize and requirement of the Company w.e.f 30lh May 2017.
As far as filing of MGT-14 and CRA-2 are concerned which has not been filed mainly dueto oversight and Due care will be taken to avoid such instances in future.
Filing of Form CHG-4 with one day delay was a matter of fact the company has followedrequired procedure and condonded they delay by filing petition to Regional Director andfiled all required forms to that respect.
The Company has a function website of the company covering all necessary details.
The promoters hold only 800 shares in physical form which is minimul in case theseshares are still in physical form due to practically difficulty. However the same will bedemated in due course of time.
The Company do not follows the practice of seeking approval of the members forappointment and remuneration of Cost Audtor as the provision of rotation are notapplicable to them nor company has increase their remuneration since their lastappointment.
Auditors Certificate with respect to Unmodified Opinion was submitted on 1slJune2016 for the meeting held on 30lh may 2016 to the exchange with respect toAudited Financials Result for quarter and year ended 31st March 2016 as required underRegulation 33ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015was mainly due to oversight.
The Company has practice of furnishing single Limited Review Certificate for Standaloneand Consolidated Financial Statement. However the Company had submitted separately LimitedReview Certificate for consolidated Unaudited Financial Statement for quarter ended 31stDecember 2016 to the exchange upon request and now company submitts separate certificateto that respect.
Company has a practice submit the proceedings of Annual General Meeting to the exchangealong with Scrutinizes' Report and voting result.
INTERNAL CONTROL SYSTEMS ANDTHEIR 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.
The Company has appointed an Internal Auditor pursuant to Section 138 of the CompaniesAct 2013 on 9th August 2016
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 in thisBoard'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.
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EXTRACT OF ANNUAL RETURN:
Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act readwith Rule 12 of Companies (Management and Administration) Rules 2014 an extract ofAnnual Return in prescribed Form MGT-9 is given in the Report as Annexure-IV.
NUMBER OF MEETINGS OFTHE BOARD:
The details of the number of meetings of the Board held during the Financial Year2016-17 forms part of the Corporate Governance Report.
No postal ballot was held during the year 2016-2017.
COMMITTEES OFTHE 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 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 2015-16 ratio of the remuneration of each Director tothe median remuneration of the employees of the Company for the financial year 2016-17 andthe comparison of remuneration of each Key Managerial Personnel (KMP) against theperformance of the Company are as under:
|Sr. Name of Director/KMP No ||Remuneration |
|% increase year ended 2016-17 ||Ratio of remuneration of each Director to median remuneration of employees |
|1 Shri Ramautar S. Jhawar (Chairman & Director) ||Nil ||Nil ||Nil |
|2 Shri Vinod S. Jhawar (Managing Director) ||4800000 ||306% ||13.19 |
|3 Ms. Jayashree Iyer (Independent Director) ||Nil ||Nil ||Nil |
|4 Shri Mahesh S. Jhawar (Director&Chief Financial Officer) 300000 ||100% ||0.81 |
|5 Shri Durgesh Kabra (Independent Director) ||Nil ||Nil ||Nil |
|6 Shri Gopal Mohta (Independent Director) ||Nil ||Nil ||Nil |
|7 Shri N.C. Sharma*(lndependent Director) ||Nil ||Nil ||Nil |
|8 Ms. Bhaviika Jain@(Company Secretary) ||Nil ||Nil ||Nil |
Resigned w.e.f 11/11/2016 ' @appointed w.e.f. 30/05/2017. Note: Total 45 majoremployees are on role. Median remuneration of employee is Rs.369381/-
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.
Inflow and Outflow of Foreign Exchangeare given is Annexed V 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 2017-2018. 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 year 2016-17 no cases under this mechanism were reported in theCompany and any of its subsidiaries/ 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 2016-17 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) Regulation2015 andChief Executive Officer declaration 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 AFFECTINGTHE FINANCIAL POSITION OFTHE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATEANDTHE DATE OFTHE REPORT:
No material changes and commitments affecting the financial position of the Companyoccurred during Financial Year 2016-17 till the date of this report. Further there was nochange 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 OFTHE BOARD
|Place: Mumbai Date: 11/08/2016 ||Sd/- |
Vinod S. Jhawar (Managing Director)
Ramautar S. Jhawar (Director)