Your Directors are elated in presenting the 38th Annual Report of theCompany along with the Audited Statement of Accounts for the year ended as on 31st March2018.
2. FINANCIAL RESULTS
(Amount in Rs)
|Particulars ||Current Financial Year (2017-2018) ||Previous Financial Year (2016-2017) |
|Net Profit Before Depreciation and Tax ||378273 ||894171 |
|Depreciation ||NIL ||NIL |
|Profit before Tax ||378273 ||894171 |
|Provision for Tax ||97425 ||274800 |
|Profit after Tax ||280848 ||619371 |
|Less:- Income Tax - Earlier Years ||1499 ||7887 |
|Balance Brought forward ||(17820209) ||(18431693) |
|Balance carried to Balance Sheet ||(17540860) ||(17820209) |
3. BUSINESS OVERVIEW
Due to adverse market situations the Net Profit after Tax of the Company has declinedfrom Rs. 619371/- to Rs. 280848/-.The Company's policy of management has providedcushion effect to the adversities of the market on the performance of Company. The Boardof Directors look towards the future performance with a positive approach.
Your Directors feel that it is prudent to plough back the profits for future growth ofthe Company and with a view to conserve the resources they do not recommend any dividendfor the year ended 31st March 2018.
5. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 are notapplicable.
6. STATUTORY AUDITORS
M/s K C Shrimanker and Associates Chartered Accountants retire as the StatutoryAuditors of the company at the conclusion of the ensuing Annual General Meeting. M/s.KrinaVora & Associates Chartered Accountants and Statutory Auditors of the Company haveexpressed their inability & unwillingness to accept the office in accordance with theprovisions of Section 139 of the Companies Act 2013. Accordingly the Board of directorsof the Company subject to the recommendation of the Audit Committee have proposed theappointment of M/s.Krina Vora & Associates Chartered Accountants as StatutoryAuditors of the Company and who shall hold office from the conclusion of 38thAnnual General Meeting till the conclusion of 43rd Annual General Meeting(subject to ratification by the members at every Annual General Meeting) and to fix theirremuneration thereof. M/s.Krina Vora & Associates Chartered Accountants have giventheir consent and eligibility to act as Statutory Auditors of the Company. The boardrecommends the proposed resolution with respect to appointment of M/s.Krina Vora &Associates Chartered Accountants as Statutory Auditors of the Company for your approvalas a Ordinary Resolution.
7. SECRETARIAL AUDITORS
Mr. Jinendra Kumar Jain Practicing Company have been appointed in the Board Meetingheld on 05th Sept 2018 as the Secretarial Auditor of the Company u/s 204 ofthe Companies Act 2013 to conduct Secretarial Audit of the matters of the Company andreport thereof. The Secretarial Auditor's Report has been annexed to the Board Reportunder Annexure IV.
8. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There was no qualification reservation or adverse remark made by the Auditors in theirreport.
The explanations made by the Board relating to the qualifications reservationsadverse remarks made by the Practicing Company Secretary in his Secretarial Audit Reportare furnished as under:
1. The Company has been inviting the applications for the post of Company Secretary inwhole time employment of the Company by issuing classifieds in the newspapers. Howeverthe Company has failed to receive application from a suitable candidate for theaforementioned responsibilities.
2. The Company has failed to submit the intimations and disclosures with the stockexchange within stipulated time frame due to inadvertent error. Further the Company willmake sure that all the required disclosures and intimations will be intimated to the stockexchange
3. The website of the Company has not been updated due to technical reasons.
However the Company is in the process of updating the website.
4. The Company has failed to comply with the Listing Agreement and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 due to genuine oversight on thepart of the Company. However the Company has proposed to comply with the same.
5. The Company has failed to comply with publication of financial results in newspaperdue to genuine oversight on the part of the Company. However the Company has proposed tocomply with the same.
During the year there is no change in Directors Categorized in company.
10. DECLARATION BY THE INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
11. BOARD MEETINGS
During the financial year under review the Board of Directors met four Times. i.e 30thMay 2017;04th September 2017 11th November 2017; 12thFebruary 2018
12. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The provisions of Section 178(1) relating to constitution of Nomination andRemuneration Committee are not applicable to the Company and hence the Company has notdevised any policy relating to appointment of Directors payment of Managerialremuneration Directors qualifications positive attributes independence of Directors andother related matters as provided under Section 178(3) of the Companies Act 2013.
13. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014
The Company has not appointed any employee(s) in receipt of remuneration exceeding thelimits specified under Rule 5 (2) of Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014.
14. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has duly set up an Internal Complaints Committee (ICC) in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013 to redress complaints received regarding sexual harassment.The following is a summary of sexual harassment complaints received and disposed offduring the year 2017-18. No of complaints received: Nil No of complaints disposed off: Nil
15. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act 2013your Directors state that: a. In the preparation of the annual accounts the applicableaccounting standards have been followed with proper explanation relating to materialdepartures if any; b. They have in the selection of the accounting policies consultedthe Statutory
Auditors and have applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2018 and of its Profit for the year ended on thatdate; c. They 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; and d. They have prepared theannual accounts for the year ended 31st March 2018 on a going concern'basis; and e. They have prepared the annual accounts for the year ended 31st March 2018on a going concern' basis; and f. They have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.
16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
There was no loan given or guarantee given or investment made or security providedpursuant to Section 186 of the Companies Act 2013 during the year under review and hencethe said provisions are not applicable.
17. DISCLOSURES OF AMOUNTS IF ANY TRANSFER TO ANY RESERVES.
It is not proposed to carry any amount to any reserves from the profits of the Company.Hence disclosure under Section 134 (3) (j) of the companies act 2013 is not required.
18. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relate onthe date of this report.
19. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:
The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption are not required to be furnishedconsidering the nature of activities undertaken by the Company during the year underreview. Further during the year under review the Company has neither earned nor used anyforeign exchange.
20. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
The Company has developed & implemented Risk Management Policy. However Companyhas not come across any element of risk which may threaten the existence of the Company.
21. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
There are no significant material orders passed by the Regulators / Courts / Tribunalwhich would impact the going concern status of the Company and its future operations.Hence disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules 2014 is notrequired.
22. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES 2014:
The Company has an adequate Internal financial control system commensurate with thesize of its business operations.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIESMADE PURSUANT TOSECTION 188 OF THE COMPANIES ACT 2013
There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.
24. EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in "MGT-9".
25. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members; a. Mr. Manoj Shashikant Dave b.Mr. Mahesh kumar Mannalal Sharma c. Mrs. VarshaDangi The above composition of the AuditCommittee consists of independent Directors viz. Mr. Manoj Shashikant Dave and Mr. Maheshkumar Mannalal Sharma who form the majority. The Company has established a vigil mechanismand oversees through the committee the genuine concerns expressed by the employees andother Directors. The Company has also provided adequate safeguards against victimizationof employees and Directors who express their concerns. The Company has also provideddirect access to the chairman of the Audit Committee on reporting issues concerning theinterests of employees and the directors of the Company.
26. CORPORATE GOVERNANCE:
Your Company is committed to adopting the best Corporate Governance practices. Itbelieves that proper corporate governance is not just a regulatory compliance nut also afacilitator for enhancement of stakeholder's value. Reports on Corporate Governance andManagement Discussions & Analysis are annexed and form part of this report.
27. APPRECIATION AND ACKNOWLEDGEMENT
The Board of Directors wish to place on record their appreciation for the co-operationand support of the Company's Bankers its valued customers employees and all otherintermediaries concerned with the Company's business.
Your directors are grateful towards all members for supporting and sustaining us duringthe intricate days. We look forward to your continued support and reiterate that we aredetermined to ensure that the plans are successfully implemented.
| ||By Order of the Board of Directors |
| ||For Dhanleela Investments And Trading Co Ltd. |
| ||Sd/- |
|Place: Mumbai ||VipulDangi |
|Date: 05th Sept 2018 ||(Managing Director) |