| Dear Shareholders,
The Directors have pleasure in submitting the Twenty Eigth Annual
Report together with Audited Statement of Accounts of the Company for
the year ended 31st March, 2015.
FINANCIAL RESULTS
The Company's financial performance for the year under review along
with previous year's figures is given hereunder:
(Rupees In Lacs)
Year Ended Year Ended
Particulars 31-3-2015 31-3-2014
Revenue from Operations 4549.66 3972.14
Other Income 80.02 52.32
Total Income 4629.68 4024.46
Expenses 4405.33 3958.60
Profit before Exceptional
Items, Extra Ordinary
Items and Tax 224.35 65.86
Exceptional Items 1.34 1.24
Profit before Tax 223.01 64.62
Less: Tax Expenses 78.06 19.09
Net Profit After Tax 144.95 45.53
2. REVIEW OF OPERATIONS:
During the year under review, your Company has made a Gross Income of
Rs 4629.68 Lacs when compared to Rs. 4024.46 Lacs in the earlier year.
Net profit before Taxation earned during the year under review amounted
to Rs.223.01Lacs, as against Rs. 64.62 Lacs in the previous year.
Profit after Tax was at Rs. 144.95 Lacs as against Rs. 45.53 Lakhs of
earlier year.
3. DIVIDEND
To conserve the reserves of the Company, the Company has not proposed
any dividend during the year.
4. RESERVES:
The Company proposes to transfer Rs. 144.95 Lacs to General Reserves
for the FY 2014-15. With this addition, the total Reserves & Surplus
(including Capital Reserve, Securities Premium Reserve, Central
Subsidy, General Reserve and Surplus) as on March 31, 2015 is Rs.
423.04 Lacs as against the Paid up Capital of Rs. 390.03 Lacs.
5. DIRECTORS
Mr. Rajkumar Inani, Managing Director retires at this Annual General
Meeting and being eligible offer himself for reappointment. His
designation was changed from Whole Time Director to Managing Director
at the Annual General Meeting of the Company held on 30/09/2014.
Further the Board of Directors of the Company at their meeting held on
31/07/2015 changed the remuneration of Mr. Rajkumar Inani from Rs.
85000 per month to Rs. 90,000 per month w.e.f.
01/07/2015 for the remaining tenure of his appointment as Managing
Director and the same has being put for approval of member at this
Annual General Meeting.
Mrs. Natasha Inani, was appointed as Additional Director on 10/03/2015
and she holds office till the date of this Annual General Meeting. A
notice has been received from a member proposing her candidature for
reappointment as Director and the same has being put for approval of
member at this Annual General Meeting.
Further during the year under review Mr. Shyam Sunder Jakhotia
Independent Director was appointed as Chairman with effect from
10/03/2015 and Mr. Narayan Inani, was appointed as CFO of the company
w.e.f. 30/05/2014.
Also the term of Mr. Airudh Inani who was appointed as Whole Time
Director on 30/06/2009 came to end on 29/06/2014. He was further
appointed as Whole Time Director at the Annual General Meeting of the
Company held on 30/09/2014
Also the term of Mr. Narayan Inani who was appointed as Executive
Director on 01/07/2010 came to end on 30/06/2015. He was further
appointed as Executive Director w.e.f 01/07/2015 at the Meeting of the
Board of Directors of the Company held on 31/07/2015 and the same has
being put for approval of member at this Annual General Meeting.
Mr. Shyam Sunder Jakhotia, Mr. K.N.Prasad and Mr. Simanth Roy Chowdhury
were appointed as Independent Director w.e.f 01/04/2014 for a term of
Five years.
6. INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules.
7. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Board of Directors met Five (5) times on 30th May, 2014, 31st July,
2014, 31st October, 2014, 31st January, 2015 & 10th March, 2015 during
the financial year 2014-15.
The names of the Directors on the Board, their attendance at Board
Meetings held during the year is given below.
Attendance Particulars
Name of the DIRECTORS No. of Board
meetings held during No. of Board mettings
the Financial year
2014-15 Attended
Rajkumar Inani 5 5
Narayan Inani 5 5
Anirudh Inani 5 4
Shyamsundar
Jakhotia 5 5
Kasturi Nagendra
Prasad 5 5
Simanth Roy
Chowdhury 5 5
Natasha
Inani 5 1
8. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submit its responsibility Statement:-
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
b) the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit and loss
of the company for that period;
c) the directors had taken proper and sufficient care for the
maintenance of adequate account- ing records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern
basis; and
e) the directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively. Internal financial control means the policies and
procedures adopted by the Company for ensuring the orderly and
efficient conduct of its business including adherence to Company's
policies, the safeguarding of its assets, the prevention and detection
of frauds and errors, the accuracy and completeness of the accounting
records and the timely preparation of reliable financial information.
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
9. STATUTORY AUDITORS
M/s G.D Upadhyay & Co, Chartered Accountants, were appointed as
Statutory Auditors for a period of 3 years at the Annual General
Meeting held on 30/09/2014 subject to the ratification of their
appointment at every Annual General Meeting. Their continuance of
appointment is to be ratified by the members at the ensuing Annual
General Meeting. The Company has received a certificate from the above
Auditors to the effect that if they are reappointed, it would be in
accordance with the provisions of Section 141 of the Companies Act,
2013.
M/s. Vinay Surana & Co., Chartered Accountants are the Internal
Auditors of the Company and M/s Manjeet Bucha & Associates, Company
Secretaries are the Secretarial Auditors of the Company.
10. AUDITORS REPORT
There was no qualifications, reservations or adverse remarks made by
the Statutory Auditors of the Company in their Auditors reports.
Further there was no qualifications, reservations or ad- verse remarks
made by the Secretarial Auditors of the Company in their Secretarial
Auditor Reports except in respect of the following matters : Failure to
publish newspaper advertisement for Book Closure, Non filing of
Disclosures as required under SEBI (SAST) Regulations, 2011 and SEBI
(Prohibition of insider Trading) Regulations, 1992, Appointment of
Company Secretary as KMP as required under section 203 of the Companies
Act, 2013 and Clause 47 of the Listing Agreement and failure to provide
voting facility through electronic means.
The failure with respect to publication of News Paper Advertisement for
Book Closure and submission of disclosures was due to oversight of the
Secretarial Department and your Board after taking note of the same has
established system for ensuring proper and regular compliances in the
matters specified above. Further as the registered office of the
company is situated at a remote place and thus the company is unable to
find a candidate for the post of Company Secretary. The Requirements of
providing voting facility through electronic means was introduced by
implementation of the provisions of section 108 of the Companies Act,
2013 w.e.f 01st April, 2015 however, Ministry of Corporate Affairs vide
its Circular No. 20/
2014 dated 12th June, 2014 clarified that e-voting facility need not
provided till 31st December, 2014, however Clause 35B of the listing
agreement required for providing e-voting facility. Due to the
shortage of time for implementation of e-voting facility and few number
of agencies providing e-voting facility, company could not make
necessary arrangements with the agencies in that short period and hence
the same was not provided. However your Board of Directors taking note
of the same has proposed all the resolutions to be passed at that
ensuing Annual General Meeting through e-voting.
11. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and Administration)
Rules, 2014 is furnished in Annexure A and is attached to this Report.
12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate
Company.
13. LOANS, GUARANTEES, INVESTMENTS MADE OR SECURITIES PROVIDED
The particulars of Loans, Guarantees, Investments made or securities
provided under Section 186 as on 31st March, 2015 is as under
Sl. Name of the Person/ Amount Rs.
No Company
Loans Guarantees Investments Securities
provided
1. Ketki Finance Limited --- --- 753750 --
2. Rajya Laxmi Petro --- --- 1000 --
Chemical Private
Limited
3. Karmanghat
Securities --- --- 5000 --
Private Limited
14. RELATED PARTY TRANSACTIONS
The particulars of Contracts or Arrangements made with related parties
made pursuant to Section 188 is furnished in Annexure B and is attached
to this report.
15. DEPOSITS
The Company has neither accepted nor renewed any deposits during the
year under review.
16. LISTING:
Your Company's shares are presently listed on The Bombay Stock Exchange
Limited. Your Company is regular in payment of listing fees to The
Bombay Stock Exchange Limited; Scrip Code is 521216 & Scrip ID:
DHANROTO.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required by the provisions of Companies Act, 2013, the relevant
information pertaining to conservation of energy, technology absorption
and foreign exchange earnings and outgo are given under:
A. Conservation of Energy:
Adequate measures have been taken to reduce energy consumption,
wherever possible. There were no additional investments made for the
conservation of energy during the period under review.
B. I) Research and Development (R&D):
a) Specific areas in which R&D has been carried out by the company: NIL
b) Benefits derived as a result of the above R&D: NIL
c) Future plans of action: NIL
d) Expenditure on R&D: NIL
II) Technology Absorption, Adaptation and Innovation:
a) Technology Imported: NIL
b) Year of Import: NIL
c) Has the technology been fully absorbed: NIL
d) Technical collaborator: NIL
18. PARTICULARS OF EMPLOYEES
There is no employee who if employed throughout the financial year, was
in receipt of remuneration for that year which, in the aggregate, was
not less than sixty lakh rupees or if employed for a part of the
financial year, was in receipt of remuneration for any part of that
year, at a rate which, in the aggregate, was not less than five lakh
rupees per month or if employed throughout the financial year or part
thereof, was in receipt of remuneration in that year which, in the
aggregate, or as the case may be, at a rate which, in the aggregate, is
in excess of that drawn by the Managing Director or Whole-time Director
or Manager and holds by himself or along with his spouse and dependent
children, not less than two percent of the equity shares of the company
and thus consequently no information is required to be provided in this
regard in accordance with the provisions of Companies (Appointment and
Remuneration Managerial Personnel) Rule, 2014 of the Companies Act,
2013 .
19. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINAN
- CIAL STATEMENTS
The Company has effective 'internal financial controls' that ensure an
orderly and efficient conduct of its business, including adherence to
company's policies, safeguarding of its as- sets, prevention and
detection of frauds and errors, accuracy and completeness of the ac-
counting records, and timely preparation of reliable financial
information. There are ad- equate controls relating to strategic,
operational, environmental and quality related aspects too. While these
controls have been effective through-out the year, these are reviewed
on a periodic basis for any changes/ modifications to align to business
needs.
20. TRANSFER OF UNCLAIMED DIVIDEND
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there was no dividend declared and paid last year.
21. MATERIAL CHANGES AND COMMITMENT IF ANY
The term of Mr. Narayan Inani who was appointed as Executive Director
on 01/07/2010 came to end on 30/06/2015. Board of Directors of the
Company at their meeting held on 31/07/2015 appointed him as Executive
Director w.e.f 01/07/2015 and the same has being put for approval of
member at this Annual General Meeting.
Further the Board of Directors of the Company at their meeting held on
31/07/2015 changed the remuneration of Mr. Rajkumar Inani from Rs.
85000 per month to Rs. 90,000 per month w.e.f. 01/07/2015 for the
remaining tenure of his appointment as Managing Director and the same
has being put for approval of member at this Annual General Meeting.
Also the term of Mr. Anirudh Inani who was appointed as Whole Time
Director on 30/06/2009 came to end on 29/06/2014. He was further
appointed as Whole Time Director at the Annual General Meeting of the
Company held on 30/09/2014
Also the Board of Directors of the Company at their meeting held on
31/07/2015 changed the term of appointment of Mr. Anirudh Inani for a
period of 3 years w.e.f 01/07/2015 and the same has being put for
approval of member at this Annual General Meeting.
Mr. Shyam Sunder Jakhotia, Mr. K.N.Prasad and Mr. Simanth Roy Chowdhury
were appointed as Independent Directors w.e.f. 01/04/2014 for a term of
Five years.
22. RISK MANAGEMENT POLICY
The Board of Directors of the Company formulates, implements and
monitors the risk management framework for the Company.
The Board evaluates risk management systems and internal financial
controls. The Board re- views the internal audit findings, provides
guidance on internal controls and ensures that the internal audit
recommendations are implemented.
The responsibility for management of risks vests with the Managers
responsible for the day-to- day conduct of affairs of the Company. The
Managers are required to ensure that Standard Operating Procedures
(SOPs) for major areas of operations are in place, clearly delineating
the accountabilities in the systems/ process chains. Such SOPs are also
required to be regularly reviewed for ensuring superior quality
thereof.
23. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable.
24. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Since the Paid up Capital of the Company is less than Rs. 10 Crores and
Net worth of the Company is less than Rs. 25 Crores, Corporate
Governance is not applicable.
25. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMU
NERATION AND DISCHARGE OF THEIR DUTIES
The company has Nomination and Remuneration committee consisting of Mr.
Shyam Sunder Jakhotia, as Chairman and Mr. K.N. Prasad and Mr. Simanth
Roy Chowdhury as members. The remuneration and sitting fees paid to the
Board members are based on the recommendation of Nomination and
Remuneration Committee. The Committee takes into consideration the
experience and expertise of the Board and other members before
recommending the remuneration to be paid to them.
Remuneration to Directors :
The remuneration and perks paid during the year to Mr. Anirudh Inani,
whole time Director is Rs. 7,35,000, Mr. Rajkumar Inani, Managing
Director is Rs. 10,20,000 and Mr. Narayan Inani Executive Director is
Rs. 10,20,000.
Sitting Fees :
Sitting Fees to Non- Executive Directors is paid at Rs. 4000 /- per
meeting details of which are as under
Non- Executive Directors Sitting Fees (Rs)
Mr. K.N.Prasad 20,000
Mr. Simanth Roy Chowdhury 20,000
Mr. Shyam Sunder Jakhotia 20,000
Mrs. Natasha Inani 4,000
26. COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISM
The company has Audit Committee consisting of Mr. K.N.Prasad, as
Chairman and Mr. ShyamsundarJakhotia and Mr.Narayan Inani as members.
The Company has established a vigil mechanism and overseas through the
committee, the genuine concerns expressed by the employees and other
Directors. The Company has also provided adequate safeguards against
victimization of employees and Directors who express their concerns.
The Company has also provided direct access to the Chairman of the
Audit Committee on reporting issues concerning the interests of co-
employees and the Company.
27. BOARDS EVALUATION
The Board of Directors of your company has devised a Policy for annual
evaluation of its own performance, performance of its Independent
Directors, Committees and other individual Di- rectors which include
criteria for performance evaluation of the non-executive directors and
executive directors.
28. SHARE CAPITAL
The company has not altered its authorized share capital during the
financial year 2014-15 and also has not issued any shares during the
said year. Further no securities were bought back by the Company during
the year under review.
29. POLICY ON SEXUAL HARASSMENT
The Company has adopted policy on Prevention of Sexual Harassment of
women at Work- place in accordance with The Sexual Harassment of women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During
the year under review, the Company has not received any com- plaints
pertaining to Sexual Harassment.
30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders that were passed by the
regulators or courts or tribunals against your Company.
31. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL
(KMP) / EMPLOYEES:
The Information given Pursuant to Section 197 read with Rule 5 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is given below:
Si Name of the Remuneration Remuneration %increase
No Director of the year of the year in the
F.Y.2015 F.Y.2014 Remuneration
of the year
F.Y.2015 as
compared
to 2014
Rajkumar
Inani
1. Managing 10,20,000 10,20,000 NIl
Director
2 Anirudh
Inani
Whole Time 7,35,000 10,20,000 -
Director
Narayan
Inani
3. Executive 10,20,000 10,20,000 NIL
Director
cum CFO
K.N. Prasad
4 . Independent 20,000 40,000 NIL
Director
5. Simanth Roy
Chowdhury 20,000 12,000 NIL
Independent
Director
6. Natasha
Inani
Additional 4,000 NIL NIL
Director
Shyam Sunder
Jakhotia 20000 28000 NIL
7. Chairman&
Independent
Director
Name of the Director Ratio of
Remuneration to MRE
Rajkumar Inani Managing 7.08
Director
Anirudh Inani Whole Time 5.104
Director
Narayan Inani Executive 7.08
Director cum CFO
K.N. Prasad Independent 0.1389
Director
Simanth Roy Chowdhury 0.1389
Independent Director
Natasha Inani
Additional Director 0.0277
Shyam Sunder Jakhotia 0.1389
Chairman& Independent
Director
OTHER DISCLOSURES:
There was no increase in remuneration payable to Directors and the
number of permanent employees of the company are Sixteen. There was no
change in the remuneration paid to the employees during the financial
year.
The profit after tax for the financial year ended 31st March, 2015
increased by 218 %, however, there is no increase in the remuneration
paid to Directors.
The total remuneration paid to Directors was Rs. 27,75,000 against the
net profits of the company after tax amounting to Rs. 1,44,95,779.
Against the net profits after tax of Rs. 1,44,95,779, Mr. Raj Kumar
Inani was paid remuneration of Rs. 10,20,000, Mr. Narayan Inani was
paid remuneration of Rs. 10,20,000 and Mr. Anirudh Inani was paid
remuneration of Rs.7,35,000.
There is no employee receiving any remuneration in excess of
remuneration paid to any Director.
Further the remuneration payable to Directors is as per the
remuneration policy of the Board of Directors as recommended by
Nomination and Remuneration Committee.
32. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers,
business associates, consult- ants,and various Government Authorities
for their continued support extended to your Company activities during
the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.
By Order of the Board
For DHANALAXMI ROTO SPINNERS LIMITED
Sd/- Sd/-
(RAJKUMAR INANI) (NARAYAN INANI)
Place : Thimmapur Managing Director Executive Director
cum CFO
Date : 31.07.2015 (DIN : 00885466) (DIN : 00525403) |