Your Directors are pleased to present the Management Discussion and Analysis Report for
the financial year ended 31% March, 2023 as stipulated under Regulation 34 (2) (e) read
with Schedule VB of SEBI (LODR) Regulations, 2015.
The management of the Company is presenting herein the overview, opportunities and
threats, initiatives by the Company and overall strategy of the Company and its outlook
for the future. This outlook is based on managements own assessment and it may vary due
to future economic and other future developments in the country.
INDUSTRY STRUCTURE AND DEVELOPMENTS:
The Company is engaged in manufacturing trading in electronic products and the outlook
of the business seems to be encouraging over and above.
OVERALL REVIEW:
The Company has developed a strong product development road map with meaning ful
innovations and consumer value propositions
The profit of the company for the year 2022-2023 has become Rs 26886.62(000) against
Rs 19692.12(?‘000) in the year 2021-2022 .Profit before Tax for the year 2022- 2023
is Rs 36555.49 (‘000) against Rs 26389.81(000) in the year 2021-2022
OPPORTUNITIES AND THREATS:
OPPORTUNITIES:
Market Potential-There is lot of scope for improvement, alteration or changing or
creating new investments. Scope for diversification into other products is very high. e?
Exposure to export and domestic markets.
? Exporter-friendly government policies.
? Growing international and domestic markets.
? Growing Demand.
THREATS:
? Increase in competition.
? Customer & Geographical concentration.
OUTLOOK:
Dhanashree Electronics Limited remains confident of the long term growth prospects
& opportunities ahead of it in its business and chosen customer segments.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an adequate Internal Control System commensurate with its size and
operations. Management has overall responsibility for the Companys Internal Control
Systemto safeguard the assets and to ensure reliability of financial records.
Audit Committee reviews all financial statements and ensures adequacy of internal
control systems.
DISCUSSIONS ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE: During
the year under review the revenue from operations has a substantial increase about 25.76%
over that of the last year from Rs 480338.39 (000) to Rs 647086.59(000) and the
corresponding Gross Profit for the Financial year was increased by 38.53% over that of the
previous year i.e from Rs 26.389.81 to Rs 38.558.95. and correspondingly, net profit for
the year after tax was increased by 36.54 % over that of the previous year from Rs
19692.12 (‘000) to Rs 26889.17(000)
MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATION FRONT, INCLUDING NUMBER
OF PEOPLE EMPLOYED: The employees are satisfied and having good relationship with the
Management.
CAUTIONARY STATEMENT:
Statements in this Management Discussion and Analysis Report describing the Companys
objectives, projections, estimates and expectations may be forward looking within the
meaning of applicable laws and regulations. Actual results may differ from those expressed
or implied.
ACKNOWLEDGEMENT
Your Directors wish to place on record their grateful appreciation of the continued
support given by the several departments of the Government of India and the government of
West Bengal, the companys bankers and the financial institutions, other agencies, Your
Directors alsowish to place on record their deep appreciation for the services rendered by
the officers and staff ofthe Company at all levels for their dedication and loyalty.
Therelationship with the employees continues to be cordial.
For and on behalf of the Board
Madan Gopal Maheshwari (Director & Chairman DIN-00345482 Nitesh Kumar Toshniwal
(Managing Director) DIN-00052422 Date: 14/08/2023
The names and categories of Directors on the Board and the number of Directorships and
Committee Chairmanships/Memberships held by them in other companies are given herein
below. Other Directorships do not include directorships in Private Limited Companies,
Section 8 Companies and Companies incorporated outside India. Chairmanships / Memberships
of Board Committees include only Audit Committee and Stakeholders Relationship Committee.
Name of Directors |
: Category |
: DIN |
No. of Directors : hip(s) held in other compani es
includin lo] Dhanash ree Rlectroni cs Ltd |
Attendan ce at Board Meetings |
: Atten
ded
Last
: AGM |
: Committee positions : held in other :
Companies including Dhanashree Electeronics Ltd Member : Chai rman |
*Mr. Madan Gopal Maheshw ari |
NonExecu tive Director : cum Chairman |
: 0034 5482 |
1 |
yes |
yes |
1 |
0 |
*Mr.Risha v Shethia |
: Independe : nt Director |
: 1019 : 6319 |
1 |
NA |
NA |
0 |
0 |
Mr Rajesh Kumar |
Independe nt Director |
: 0005 : 2508 |
1 |
yes |
yes |
3 |
0 |
Chandak Mr.Vijay Kumar Sharma |
: Independe nt Director |
: 0005 : 2546 |
1 |
yes |
yes |
3 |
3 |
Mr.Nitesh Toshniwa I |
: Managing : Director |
: 0005 2422 |
1 |
yes |
yes |
0 |
0 |
Mrs Shruti Toshniwa I |
Woman cum : Profession al Director |
0165 4074 |
1 |
yes |
yes |
2 |
0 |
# Excluding Private Company, Foreign Companies, Section 8 Companies and Alternate
Directorships
4 Includes only Audit Committee and Stakeholders Relationship Committee.and Nomination
and Remuneration Committee
BOARD COMMITTEES:
In compliance with the requirements of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted 3
(three) Committees i.e. (i) Audit Committee(ii) Stakeholders Relationship Committee
(ii)Nomination & Remuneration Committee. The Board determines the constitution, roles
and terms of reference of the aforesaid committees.
AUDIT COMMITTEE:
The terms of reference of Audit Committee inter-alia covers all the matters specified
under Section 177 of the Companies Act, 2013 and also all the matters listed under Part C
of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations. The
Audit Committee reviews all the information that is required to be mandatorily reviewed by
it under the corporate governance.
The Audit Committee of the company comprises of 3(Three) Directors, during financial
year 2022-23, 4 Audit Committee Meetings were done
| Name of Directors |
Designation |
No. of Held |
Meetings : No. of Attended |
Meetings |
| Mr.Vijay Kumar Sharma |
: Chairman |
4 |
4 |
|
| Mr.RajeshKumar |
Member |
4 |
4 |
|
| Chandak |
|
|
|
|
| Mrs. Shruti Toshniwal |
Member |
4 |
4 |
|
NOMINATION AND REMUNERATION COMMITTEE:
Terms of reference of Nomination and Remuneration Committee:
The Nomination and Remuneration Committee has been constituted in compliance with
Section 178 of Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations.
Theterms ofreference of nomination and remuneration committee are in conformity with the
powers as stipulated in Regulation 19 read with Schedule Il Part D of the SEBI
(LODR)Regulations, 2015 and Section 178 of the Companies Act,2013 and includes all such
matters as may be directed by the board from time to time.
The Nomination and Remuneration Committee of the company comprises of 3(Three)
Directors, during financial year 2022-23, 4 Meetings were done
Name of Directors |
Designation |
No. of Held |
Meetings : No. of |
Meetings Attended |
| Mr.Vijay Kumar Sharma |
: Chairman |
4 |
4 |
|
Mr.RajeshKumar Chandak |
Member |
4 |
4 |
|
MrMadanGopal Maheshwari |
Member |
4 |
4 |
|
STAKE HOLDER RELATIONSHIP COMMITTEE:
Terms of reference of Stake Holder Relationship Committee:
The Stake Holder Relationship Committee has been constituted in compliance with Section
178 of Companies Act, 2013 and Regulation 20 of the SEBI Listing Regulations. Theterms of
reference of nomination and remuneration committee are in conformity with the powers as
stipulated in Regulation 20 of the SEBI (LODR) Regulations, 2015 and Section 178 of the
Companies Act,2013 and includes all such matters as may be directed by the board from time
to time.
The Stake holder relationship Committee of the company comprises of 3(Three) Directors,
during financial year 2022-23, 4 Meetings were done
Name of Directors |
Designation |
No. of Held |
Meetings : No. of |
Meetings Attended |
| Mr.Vijay Kumar Sharma |
: Chairman |
4 |
4 |
|
Mr.RajeshKumar Chandak |
Member |
4 |
4 |
|
| Mrs Shruti Toshniwali |
Member |
4 |
4 |
|
Remuneration policy for Executive and Non-Executive and Independent Directors are as
follows:
Executive Directors:
The remuneration if payable to executive directors shall be paid in consultation with
the Nomination & Remuneration Committee who decides the remuneration structure for
Executive Directors by considering the financial position of the company, qualification,
experience of the directors, trend in the industry, past performance, past remuneration
and limits prescribed for remuneration of Executive Directors i.e, 10 % of net profit of
the company calculated in the manner prescribed under the Companies Act, 2013 and subject
to necessary approvals thereunder. The Nomination & Remuneration Committee ensures
that remuneration, if any, payable to executive directors does not exceeds the prescribed
limits.
Non - Executive and Independent Directors:
The Non-Executive and Independent Directors of the Company may be paid remuneration
periodically or may be paid commission within the overall limit of 1% of the Net Profit of
the Company calculated in the manner prescribed under the Companies Act, 2013 and subject
to necessary approvals thereunder. In addition to commission if any, Non- Executive
Directors are entitled to be paid sitting fees and actual reimbursement of expenses
incurred for attending each meeting of the Board and Committees.
During the financial year under review no remuneration or payment were paid to the
Directors. Remuneration paid to the Directors for the year ended on 31% March, 2023 is as
follows: (Rs.)
| Sr. No. |
Name of Directors Commission |
Sitting No. Shares |
Salary Fees and Perquisites of Held |
|
|
|
|
|
|
| 1 |
Mr. Nitesh Toshniwal |
NIL |
1200000 |
NIL |
410512 |
Name and Designation of Compliance Officer:
Name-Mr Ananda Bhattacharyya
Designation- Company Secretary cum Compliance Officer
Status of Investors Complaints:
There are no pending investors complaints as on 31st March, 2023.
1. DISCLOSURES:
Disclosures on materially significant related party transactions that may have
potential conflict with the interests of the Company at large: During the year under
review, besides the transactions reported elsewhere in the Annual Report, there were no
materially significant transactions or arrangements entered into between the Company and
the promoters, directors and management that may have potential conflict with the interest
of the Company atlarge.
Disclosures on Compliance of Law:
There have been no instances of non-compliance on any matter with the rules and
regulations prescribed by the Stock Exchanges, Securities and Exchange Board of India or
any other statutory authority relating to the capital market during the last three years.
Vigil Mechanism /Whistle Blower Policy:
There is a Whistle Blower Policy in the Company and no personnel have been denied
access to the Chairman of the Audit Committee. The policy provides for adequate safeguards
against victimization of persons who use vigil mechanism. The Whistle Blower Policy is
posted on the website of the Company www.rashmilighting.com
Code for Prevention of Insider Trading Practices:
The Company has also adopted a code of conduct for prevention of insider trading. All
the Directors, senior management employees and other employees who have access to the
unpublished price sensitive information of the Company are governed by this code. During
the year under Report, there has been due compliance with the said code of conduct for
prevention of insider trading. The said code is posted on the website of the Company at
www.rashmilighting.com
Details of compliance with mandatory requirements and adoption of discretionary
requirements: All mandatory requirements have been complied with and the company has not
adoptedany discretionary requirements.
VI. Policy for determining ‘material subsidiaries:
The Company has adopted Policy for determining material subsidiaries and the same
isposted on the Companys website at www.rashmilighting.com,
VII. Code of Conduct:
The Board has laid down a code of conduct for board members and senior management
personnel of the Company. The code incorporates the duties of independent directors as
laid down in the Companies Act, 2013. The said code of conduct is posted on Companys
website www.rashmilighting.com. The Board members and senior management personnel have
affirmed compliance with the said code of conduct. A eclaration in this regard signed by
the Whole Time Director is given at the end of the Corporate Governance Report.
Vill. Familiarisation program for Independent Directors:
The Company has conducted familiarisation programmes for the Independent Directors with
regards to their role, rights and responsibilities as Independent Directors. The
Independent Directors are also regularly briefed on the nature of the Companys business
model. The familiarization programs have been uploaded on the website of the Company at
www.rashmilighting.com
2. GENERALBODY MEETINGS:
The location, date and time of the Annual General/Extra Ordinary General Meetings held
during last 3 years along with Special Resolution(s) passed at these meetings areasunder:
| Financial |
Date and |
Time |
Venue |
Special Resolution |
| Year Ended |
|
|
|
|
31/03/22 |
30/09/22 a.m. |
at 9.30 |
Saltlake electronics complex Bl- EP&GP Sectot- V Kolkata-91 |
NIL |
31/03/21 |
30/09/21 a.m,. |
at 9.30 |
Saltlake electronics complex Bl- EP&GP Sectot- V Kolkata-91 |
Special Resolution passed for altering the object clause of the
Memorandum of Association of the company |
31/03/20 |
30/09/20 9.30 a.m. |
at |
Saltlake electronics complex Bl- EP&GP Sectot- V Kolkata-91 |
NIL |
3. POSTAL BALLOT:
No special resolution was passed during the year 2022-2023 by way of postal ballot.
4. MEANS OF COMMUNICATION:
The results of the Company are submitted to the stock exchanges where the shares of the
Company are listed and published in the Newspapers such as Echo of India (English) and in
Arthick Lipil (vernacular) the approval of the Board. The results are also posted on the
companys website. Whenever the company issues any press release, it is immediately sent
to the Stock Exchanges as well as posted on the companys website.
5. GENERAL SHAREHOLDERS INFORMATION:
i. |
: Date, Time and Venue of Shareholders |
Date: 15/09/23 (Friday) Time: 09.30 a.m. Salt lake Electronics Complex
Plot no-XI-16, Sector- |
|
Meeting: |
V, BI-EP& GPKolkata-91 |
|
Financial Year |
2022-2023 |
|
Book Closure |
09/09/23 to 15/09/23 |
|
Dividend |
Nil |
|
Payments |
|
|
Date |
|
|
Corporate |
L31103WB1987PLC042594 |
|
Identification No. |
|
ii. |
: Name and address of Stock Exchange on which the Company is Listed: |
1. BSE Limited (BSE) Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai -
400 001. Scrip Code: 542679 2. The Calcutta Stock Exchange Limited 7, Lyons Range, Kolkata
- 700 001. |
|
|
Scrip Code :014039 |
|
ISIN: |
Equity-INE413F01016 |
|
Website: |
www.rashmilighting.com |
|
Name and address of |
Maheshwari Datamatics Pvt Ltd |
|
Registrar & Share |
23, R.N.Mukherjee Road, 5% Floor, Kolkata-1 |
|
Transfer Agent: |
|
1.Stock Market Data Relating to Equity Shares:
Month : |
Open Price |
High Price |
Low Price |
Close Price |
No.of Shares |
| Apr-22 |
18.2 |
29.7 |
18.2 |
27.5 |
902374 |
| May-22 |
27.85 |
28 |
18.6 |
20 |
568937 |
| Jun-22 |
20 |
21.6 |
17.05 |
17.05 |
295948 |
| Jul-22 |
16.3 |
23.85 |
16.3 |
22.4 |
150479 |
| Aug-22 |
23.5 |
28.3 |
21.05 |
24.65 |
183284 |
| Sep-22 |
24.05 |
24.5 |
18.65 |
20.25 |
81873 |
| Oct-22 |
21.25 |
24.95 |
20.1 |
20.35 |
231018 |
| Nov-22 |
21.35 |
23.8 |
19.5 |
19.5 |
162401 |
| Dec-22 |
19.75 |
25.9 |
19.55 |
21.1 |
45052 |
| Jan-23 |
21.15 |
25.9 |
21.1 |
23 |
111931 |
| Feb-23 |
25.25 |
25.25 |
20.1 |
21.6 |
15936 |
| Mar-23 |
21.6 |
24.7 |
18.11 |
235 |
35858 |
| Apr-23 |
21.3 |
25 |
20.8 |
24.94 |
22491 |
| May-23 |
25 |
28.49 |
21.05 |
24.1 |
24620 |
| Jun-23 |
24.05 |
31.5 |
22.16 |
29.85 |
55295 |
| Jul-23 |
29.7 |
33 |
25.35 |
29.99 |
281858 |
| Aug-23 |
31.5 |
47.25 |
28.01 |
16.4 |
48463 |
Share Transfer System:
All share transfer request and request for transmission / transposition etc. subject to
correctness and completion of all documents would normally be registered and returned
within fifteen days from the date of receipt by M/s. Niche Technologies Pvt. Ltd., the
Registrars and Share Transfer Agents.
Distribution of Shareholding as on 31% March, 2023:
Distribution Schedule of Shares of the Company as on 31/03/2023
| Share Holding |
No of Holders |
% |
No of Shares |
% |
| Upto 50 |
578 |
39.9447 |
4864 |
0.0343 |
| 51 to 100 |
83 |
5.7360 |
7258 |
0.0511 |
| 101 to 150 |
21 |
1.4513 |
2610 |
0.0184 |
| 151 to 250 |
45 |
3.1099 |
9097 |
0.0641 |
| 251 to 500 |
421 |
29.0947 |
173269 |
1.2211 |
| 501 to 5000 |
214 |
14.7892 |
288544 |
2.0334 |
| Above 5000 |
85 |
5.8742 |
13704358 |
96.5776 |
| Grand Total |
1447 |
100.0000 |
14190000 |
100.0000 |
|
No of Holders |
% |
No of Shares |
% |
| Share Holding |
|
|
|
|
| Upto 500 |
1148 |
79.3366 |
197098 |
1.3890 |
| 501 to 1000 |
126 |
8.7077 |
102846 |
0.7248 |
| 1001 to 2000 |
57 |
3.9392 |
87094 |
0.6138 |
| 2001 to 3000 |
19 |
1.3131 |
47559 |
0.3352 |
| 3001 to 4000 |
5 |
0.3455 |
18853 |
0.1329 |
| 4001 to 5000 |
7 |
0.4838 |
32192 |
0.2269 |
| 5001 to 10000 |
18 |
1.2440 |
140212 |
0.9881 |
| Above 10000 |
67 |
4.6303 |
13564146 |
95.5895 |
| Grand Total |
1447 |
100.0000 |
14190000 |
100.0000 |
| Notional Value of (Rs.) |
No of Holders |
% |
Amount (Rs.) |
% |
| Upto 5000 |
1148 |
79.3366 |
1970980 |
1.3890 |
| 5001 to 10000 |
126 |
8.7077 |
1028460 |
0.7248 |
| 10001 to 20000 |
57 |
3.9392 |
870940 |
0.6138 |
| 20001 to 30000 |
19 |
1.3131 |
475590 |
0.3352 |
| 30001 to 40000 |
5 |
0.3455 |
188530 |
0.1329 |
| 40001 to 50000 |
7 |
0.4838 |
321920 |
0.2269 |
| 50001 to 100000 |
18 |
1.2440 |
1402120 |
0.9881 |
| Above 100000 |
67 |
4.6303 |
135641460 |
95.5895 |
| Grand Total |
1447 |
100.0000 |
141900000 |
100.0000 |
I. Dematerialization of Shares & Liquidity:
Under the Depository system, the ISIN allotted to Companys Equity Shares is
L31103WB1987PLC042594
| Particulars |
No. of Shares |
Percentage |
| NSDL |
12636128 |
21.96% |
| CDSL |
1174972 |
46.99% |
| Physical |
378900 |
31.03% |
| Total |
14190000 |
100.00% |
As at March 31, 2023, 68.95 % of the Equity Share Capital is held in electronic form.
Outstanding Convertible Securities:
The Company has not issued any Convertible Securities in the past and hence as on March
31, 2023, the Company does not have any outstanding convertible Securities.
Commodity price risk or foreign exchange risk and hedging activities:
The Company is not materially exposed to commodity price risk. The company also doesnot
carry out any commodity hedging activities.
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