You are here » Home » Companies » Company Overview » Dhanlaxmi Fabrics Ltd

Dhanlaxmi Fabrics Ltd.

BSE: 521151 Sector: Industrials
NSE: N.A. ISIN Code: INE953D01016
BSE 00:00 | 03 Aug 31.45 -0.55
(-1.72%)
OPEN

33.55

HIGH

33.55

LOW

30.40

NSE 05:30 | 01 Jan Dhanlaxmi Fabrics Ltd
OPEN 33.55
PREVIOUS CLOSE 32.00
VOLUME 1149
52-Week high 33.55
52-Week low 11.20
P/E 104.83
Mkt Cap.(Rs cr) 27
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 33.55
CLOSE 32.00
VOLUME 1149
52-Week high 33.55
52-Week low 11.20
P/E 104.83
Mkt Cap.(Rs cr) 27
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Dhanlaxmi Fabrics Ltd. (DHANLAXMIFABRIC) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their Twenty Eight AnnualReport on the business operations and activities of the Company together with the AuditedAccounts for the Financial Year ended 31st March 2020.

FINANCIAL RESULTS:

Summary of the Company's financial performance for F.Y. 2019-2020as compared to the previous financial year is given below: (Rupees in Rs.)

Particulars

F.Y. 2019 - 2020

F.Y. 2018 - 2019

Standalone Consolidated Standalone Consolidated
Revenue from Operation 7757.90 8443.30 7414.94 8158.42
Revenue from other Income 137.62 150.52 189.18 208.37
Total Revenue 7895.52 8593.82 7604.12 8366.79
Profit before Dep. & Int. 724.17 748.65 742.69 811.21
Depreciation 346.30 357.17 404.15 415.06
Interest 157.67 164.37 217.19 232.29
Profit after Depreciation & Interest and before Tax 220.31 227.12 608.31 650.82
Provision for Taxation 89.25 91.17 212.15 228.52
Provision for Tax (deferred) (53.96) (54.25) (221.47) (221.35)
Provision for Taxation for earlier year - 0.82 - -
Profit/Loss after Tax 185.02 189.38 617.03 643.95

HIGHLIGHTS:

Your Company's main activity is concerned into dealers andmanufacturing and Processing of Textile and allied products/ services and PowerGeneration. As it can be clearly seen from the highlights that the company the totalrevenue generated from the current year were decreased and profit for the year of theCompany is Rs. 185.02 Lakhs as compared to 617.03 Lakhs in previous year.

The management of the Company hereby very optimistic regardingperformance of the Company in future and taking every steps and making every efforts toturn the Company in to profitable organization.

DIVIDEND:

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

AMOUNT TO BE TRANSFERRED TO RESERVES:

No fund was transferred to General Reserves.

BOARD OF DIRECTORS:

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

Pursuant to Section 152 of the Companies Act 2013 Mr. Mukul VinodJhawar Director retires by rotation at the ensuing Annual General Meeting and beingeligible offers himself for re-appointment. Your Board has recommended his reappointment.

During the year upon the recommendation of Nomination and RemunerationCommittee your Board inducted Mr. Athul Rungta (DIN - 00305731) as an AdditionalDirectors of the Company in the category of Independent Director subject to approval ofmembers at the ensuing Annual General Meeting with effect from 10/02/2020 to 09/02/2025 inorder to comply with the requirement of Section 149(1) of the Companies Act 2013.

In terms of Section 161 of the Companies Act 2013 he will hold officeup to the date of the ensuing Annual General Meeting. The Company has received a notice inwriting pursuant to Section 160 of Companies Act 2013 proposing the appointment of Mr.Athul Rungta (DIN - 00305731) Directors of the Company.

Your Board has recommended the appointment of Mr. Athul Rungta (DIN -00305731) as an Independent Directors of the Company for a period of five consecutiveyears up to the 33rd consecutive Annual General Meeting of the Company notliable to retire by rotation.

Mr. Durgesh Kabra Ms. Ayushi Gilra & Mr. Athul Rungta Independentdirector have given declarations that they continues to meet the criteria of independenceas laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the ListingRegulations.

During the year Mr. Ramautar Jhawar Chairman and Executive- Directorand Mr. Gopal Mohta Non-Executive Independent Director had resigned from the Board w.e.f.13th November 2019. During the year Ms. Jayashree Iyer also resigned from theBoard w.e.f. 31st July 2019

The Board places on record their sincere deep appreciation andcontribution rendered by Ms. Jayashree Iyer Mr. Ramautar Jhawar and Mr. Gopal Mohtaduring their tenure as a Director with the Company.

The Board has decided to appoint Mr. Vinod S Jhawar as a Chairman ofBoard who is also a Managing Director of the Company.

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.

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.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) (c) of theCompanies 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 2020 the applicable accounting standards have been followed.

(b) Accounting policies selected were applied consistently. Reasonableand prudent judgments and estimates were made so as to give a true and fair view of theState of affairs of the corporation as at the end of March 31 2020 and of the profit ofthe Company for the year ended on that date.

(c) 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) The Annual Accounts of the Company have been prepared on theon-going concern basis.

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

(f) That system to ensure compliance with the provisions of allapplicable laws was in place and was adequate and operating effectively.

DECLARATION OF INDEPENDENCE BY DIRECTORS:

The Independent Non-executive Directors of the Company viz. Mr.Durgesh Kabra Ms. Ayushi Gilra Mr. Athul Rungta has affirmed that they continue to meetall the requirements specified under Regulation 16(1)(b) of the LODR Regulation 2015 inrespect of their position as an "Independent Director" of Dhanlaxmi FabricsLimited.

POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The policies of the Company on Directors' appointment andremuneration including criteria for determining qualifications positive attributesindependence of a Director and other matters provided under sub-section (3) of Section 178of the Act is available on the 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 Obligations and Disclosure Requirements) Regulations 2015 the performanceevaluation of the Independent Directors was completed.

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.

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.

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 of Independent directors of thecompany are accessible on yours company website at http://www.dfl.net.in/fam_prg.html.

MEETING OF INDEPENDENT DIRECTORS:

The meeting of Independent Directors was scheduled on 23rdMarch 2020 but due to lockdown meeting could not be held in person and company hadavailed the exemption grated by MCA vide its General circular No. 11/2020 dated 24th March2020 Viz. Special Measures under Companies Act 2013 (CA-2013) and Limited LiabilityPartnership Act 2008 in view of COVID-19 outbreak.

However it was noted that the performance of Non-Independent Directorsand the Board as a whole the performance of the Chairperson of the Company taking intoaccount the views of Executive Directors (Please make a Proper space in between words)Non-Executive Directors;and the quality quantity and timeliness of flow of informationbetween the

Company management and the Board that is necessary for the Board toeffectively and reasonably perform theirduties. DISCLOSURE FROM INDEPENDENT DIRECTORS:

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.

STATUTORY AUDITORS:

M/S. Dinesh Bangar & Co. Chartered Accountants Mumbai (FRN:102588W) has been appointed as a Statutory Auditors of the Company on 27thAnnualGeneral meeting of the Company for a period of five (5) years till the conclusion of the32ndAnnual General Meeting of the Company at a remuneration of 100000/- (OneLakhs Rupees only) or such amount has been decided by the Board and Audit Committee withthe consultation of statutory auditors of the company. The MCA vide its notification dated7 May 2018 has amended Companies (Audit and Auditors) Rules 2014 by Companies (Audit andAuditors) Amendment Rules 2018 which dispense the requirement of members approval forratification of appointment of Auditors at every Annual General Meeting. Keeping the samein mind no such agenda item is included in notice for the 28th AGM.

AUDITORS REPORT :

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

COST AUDIT AND COST AUDITOR:

The Central government has prescribed the maintenance of Cost recordsunder Section 148 and all other applicable provisions if any of the Companies Act 2013and Companies (Audit and Auditors) Rules 2014 for the year ended 31stMarch2020. The Audit Committee and the Board has be recommended the re-appointment of Mr. DilipMurlidhar Bathija Cost Accountant Mumbai at their respective meetings for conductingcost Audit for F.Y. 2020-2021 and also recommended for members approval at Item no. 3 ofthe Notice.

SECRETARIAL AUDIT:

The Audit Committee recommended the Name of M/s. Pankaj Trivedi &Co. Company Secretary in practice for conducting Secretarial Audit for F.Y. 2019-2020pursuant to the requirements of Section 204(1) of the Act and Rule 9 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

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

COMMENTS ON REMARKS/OBSERVATION/QUALIFICTION MADE BY STATUTORYAUDITORS:

M/s. Pankaj Trivedi & Co. Practicing Company Secretary in hisindependent Audit Report for Financial year 2019-2020 have drawn the attention of themanagement on some matters in connection with the same management herewith give theexplanation for the same as follows:

The Promoters of the Company holds 500 shares in physical formhowever the same is under process of dematerialization.

SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES:

Pursuant to provisions of Section 129(3) of the Companies Act 2013read with Rule 5 of the Companies (Accounts) Rules 2014 a statement containing salientfeatures of the financial statements of the Subsidiary Companies in Form AOC-1 is AnnexureII in this Board's Report.

Pursuant to the provisions of Section 136 of the Companies Act 2013the financial statements of the Company consolidated financial statements together withrelevant documents and separate audited accounts in respect of subsidiaries are availableon the website of the Company.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION &ANALYSIS:

The Company is committed to maintain 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 theStatutory Auditors of the Company on compliance with the provisions is annexed and formspart of the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contract or arrangements with related partiesreferred to in Section 188(1) as prescribed in Form AOC-2 are appended as Annexure-III.

EXTRACT OF ANNUAL RETURN:

Pursuant to requirements under Section 92(3) and Section 134(3) of theAct read with Rule 12 of Companies (Management and Administration) Rules 2014 an extractof Annual Return in prescribed Form MGT-9 is given in the Report as AnnexureIV.

NUMBER OF MEETINGS OF THE BOARD:

The Board met 7 (Seven) times during the financial year the details ofwhich are given in 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.

CORPORATE SOCIAL RESPONSIBILITY

The Company has in place a Corporate Social Responsibility Policy inline with Schedule VII of theCompanies Act 2013 as prescribed in the Companies (CorporateSocial Responsibility Policy) Rules 2014.

The annual Report on CSR Activities is furnished in "Annexure VII"forming part of this Directors' Report.The CSR Policy has been hosted in theCompany's website at the link under the head Company Policy.

POSTAL BALLOT:

No postal ballot was held during the year 2019-2020.

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

1 Audit Committee

2.Nomination and Remuneration Committee 3.Stakeholder'sRelationship Committee 4.Corporate Social Responsibility Committee

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

RISK MANAGEMNT AND INTERNAL CONTROL:

The Committee 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:

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the Notes of FinancialStatements.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

In terms of provision of Section 197(12) of the Act read with Rule 5 ofthe 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 Chief FinancialOfficer and Company Secretary during the financial year 2019-2020 ratio of theremuneration of each Director to the median remuneration of the employees of the Companyfor the financial year 2019-2020 and the comparison of each Key Managerial Personnel (KMP)against the performance of the Company are as under:

Sr. No. Name of the Directors/KMPs Remuneration Received % Increase in the year ended 2019-2020 Ratio of remuneration of each Director to median remuneration of employees
1 Mr. Ramautar S Jhawar* (Chairman and Director) Nil Nil Nil
2 Mr. Vinod S Jhawar (Manaqinq Director) 5500000 Nil 23.61
3 Mr. Mahesh S Jhawar (Director) 200000 Nil Nil
4 Mr. Mukul V Jhawar $ (Director) 1260000 N.A. 23.61
5 Mr. Gopal Mohta* (Independent Director) Nil Nil Nil
6 Mrs. Jayshree Iyer ! (Independent Director) Nil Nil Nil
7 Mr. Durgesh Kabra (Independent Director) Nil Nil Nil
8 Ms. Ayushi Gilra $( Independent Director) Nil Nil Nil
9 Mr. Athul Rungta # (Independent Director) Nil Nil Nil
10 Ms. Bhaviika Jain @ (CS & Compliance Officer) 487800 Nil Nil
11 Mr. Vishnu H Thaker # (CS & Compliance Officer) 49000 N.A. 23.61
12 Mr. Purushottam Randad $ (Chief Financial Officer) 328385 N.A. 23.61

Note: ! Resigned w.e.f. 31.07.2019; *Resigned w.e.f. 13.11.2019; @Resigned w.e.f. 04.01.2020; $ Appointed w.e.f. 06.08.2019;

# Appointed w.e.f. 10.02.2020

Note: Total 107 major employees are on role as on 31.03.2020.

Median remuneration of employees is Rs. 233000 CONSERVATION OF ENERGYAND TECHNOLOGY ABSORPTION:

Particulars as required under Section 134(3)(m) of the Companies Act2013 read with the Companies (Disclosure of particulars in the Report of the Board ofDirectors) Rules 1988 are given is Annexed V to this report.

FOREIGN EXCHANGE:

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

INTERSE PROMOTER TRANSFER:

During the year under review few promoters sold their shares to theexisting promoters details of which can be extracted from the MGT-9 forming part of theAnnual Report for the year. In connection with the same the promoters/acquirer has made anapplication to the SEBI for claiming general exemption given under Regulation 10(1)(a) ofSEBI (SAST) Regulation 2011 and necessary disclosures was made to the Exchange by thebuyers and seller.

SALE OF FSI:

To liquid the fund the Company During the year under review had soldFSI at Second Floor of Bldg. No. I admeasuring 3298.14 sq. mtr sq. mtr located at ShreeRajlaxmi Commercial Complex Village Kalher Bhiwandi Thane - 421302 Maharashtra to Mr.Rahul Mahesh Jhawar for Rs.1.03 crores.In connection with the same the Company had donevaluation from the Registered Valuers for that property also published a newspaperadvertisement on 22.11.2019 in Free Press General News Paper for inviting quotes / bidstook necessary approval of Audit Committee and Board.

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 behaviour of employees that raise concerns including fraud by using themechanism provided in the Whistle Blower Policy. The details of the said Policy areincluded in the Report on Corporate Governance which forms part of the Annual Report.

During the financial year 2019-2020 no cases under this mechanism werereported in the Company and any of its subsidiaries/ associates.

INSURANCE OF ASSETS:

All the fixed assets finished goods semi-finished goods rawmaterial packing material and goods of the company lying at different locations have beeninsured against fire and allied risks.

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 2020-2021. The Companyhas executed a New Listing Agreement with the Bombay Stock Exchange pursuant to SEBI(LODR) Regulation 2015.

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 the financial year 2019-2020 no cases in the nature of sexualharassment were reported at any workplace of the Company.

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)Regulation2015 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 theRegulators/Courts that would impact the going concern status of the Company and its futureoperations.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY OCCURRED BETWEENTHE END OF THE FINANCIALYEAR TO WHICHTHESEFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position ofthe Company occurred during Financial Year 2019-2020 till the date of this report.Further there was no change in the nature of business of the Company.

ACKNOWLEDGEMENT:

The Board of Directors wishes to express sincere thanks to BankersShareholders clients Financial Institutions customers sup-pliers and employees ofCompanies for extending support during the year.

FOR & ON BEHALF OF THE BOARD
Sd/- Sd/-
Vinod S Jhawar Mukul V Jhawar Place: Mumbai
(Managing Director) (Director) Date: 19.08.2020

.