Dhanlaxmi Cotex Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the 33rd Annual Report of the Company together with the Audited Financial

Statements for the year ended 31st March, 2019.

SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:

(Rs. in Rupees)

PARTICULARS FINANCIAL RESULTS
2018-2019 2017-2018
Revenue from Operation - 49,031,016 28,79,33,083
Revenue from other Income 9,918,627 3,00,14,524
Total Revenue 58,949,643 31,79,47,607
Profit before Depreciation & Interest 46,80,540 1,43,41,837
Depreciation 15,846 14,263
Interest 497,718 36,54,199
Profit after Depreciation & Interest 4,166,976 1,06,73,375
Provision for Taxation 498,328 17,42,600
Provision for Tax (deferred) 227 3,206
Profit/ Loss after Tax 3,668,875 89,27,569

STANDALONE FINANCIAL RESULTS:

The company is mainly engaged into business of Finance and Investment & Share Trading. During the year under review, your Company earned a total Income of Rs. 58,949,643 /- comprising mainly of sale of shares, interest, dividend and long term and short term investment profit, against this the total expenditure amounted to Rs.54,782,667 /-. As the result of this the Company has earned net profit after tax of Rs. 3,668,875/- against the Net profit after tax of Rs. 89,27,569-/- for the previous year.

The management of the Company hereby very optimistic regarding same performance of the Company in future.

TRANSFER TO RESERVES:

No fund was transferred to General Reserve.

DIVIDEND:

During the year, your directors have not recommended any dividend on Equity Shares for the year under review

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 (1) and 74 of the Companies Act, 2013 read together with the companies (Acceptance of Deposits) Rules, 2014.Your Company held no deposit in any form from anyone during the year s 31st March, 2019, which was overdue or unclaimed by the depositors.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company during the year.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the year under review, there were no material changes and commitments affecting the financial position of the

Company.

NUMBER OF MEETINGS OF THE BOARD:

The Board met 6 (Six) times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

BOARD OF DIRECTORS:

The Composition of the Board during the year as per the provisions of Regulation 17(1) of listing regulation read with the Companies Act, 2013. During the period under review,

During the year Pursuant to Section 152 of the Companies Act, 2013 Mrs. Kamla R. Jhawar, Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. Your Board has recommended her re-appointment.

During the year under review, Mr. Mahesh Jhawar was re-appointed as a Whole-time Director for a period of 5 years with effect from 17th June, 2019 to 16th June, 2024, subject to approval of members at the ensuing Annual General Meeting.

On the recommendation of Nomination and Remuneration Committee, Mr. Natwar Nagarmal Agarwal and Mrs Jayashree Iyer was appointed as an Additional Independent Director with effect from 09th July 2018 and 03rd August, 2018 and consequently their appointment has been regularized as an Independent Directors at 32nd AGM dated 28th September, 2018.

During the year Mr. Naveen Vyas, Non-Executive-Independent Director had resigned from the post of Directorship w.e.f. 30th June, 2018. The Board places on record its deep appreciation for the contribution rendered by Mr. Naveen Vyas, during their tenure as an Independent Director of the company.

During the year Mr.Vijay Kumar Moyal, Non-Executive-Independent Director had resigned from the post of Directorship w.e.f. 19th July, 2018. The Board places on record its deep appreciation for the contribution rendered by Mr.Vijay Kumar Moyal, during their tenure as an Independent Director of the company.

During the year Mrs. Jayashree Iyer Non-Executive-Independent Director had resigned from the post of Directorship w.e.f. 31st July, 2019. The Board places on record its deep appreciation for the contribution rendered by Mrs. Jayashree Iyer, during their tenure as an Independent Director of the company.

On the recommendation of Nomination and Remuneration Committee Mr. Rahul Jhawar was appointed as an Additional Director with effect from 09th August, 2019 on the Board of Directors of the Company in terms of Section 161 of the Companies Act, 2013 and who holds office up to the date of this Annual General Meeting, is appointed as Non- Executive Director of the Company.

On the recommendation of Nomination and Remuneration Committee, your Board inducted Mrs. Niyati Ketan Shah (DIN 02171577), as an Additional Directors of the Company in the category of Independent Director subject to approval of members at the ensuing Annual General Meeting with effect from 09/08/2019 and 08/08/2024 respectively in order to comply with the requirement of Section 149(1) of the Companies Act, 2013. In terms of Section 161 of the Companies Act, 2013 she will hold office up to the date of the ensuing Annual General Meeting. The Company has received a notice in writing along with deposit pursuant to Section 160 of Companies Act, 2013, proposing the appointment of Mrs. Niyati Ketan Shah (DIN 02171577),), Directors of the Company. Your Board has recommended the appointment of Mrs. Niyati Ketan Shah (DIN 02171577), as an Independent Directors of the Company for a period of five consecutive years up to the 38th consecutive Annual General Meeting of the Company, not liable to retire by rotation

During the year Ms. Konika Shah, appointed as a KMP and Compliance Officer of the Company. The appointment was effective from 01st October, 2018

Mr. Natwar Nagarmal Agarwal, Mr. Gopal Mohta & Mrs. Niyati Ketan Shah & Mrs. Jayashree Iyer, Independent director have given declarations that they continues to meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

None of the Directors are disqualified for appointment/ re-appointment under Section 164 of the Act. As required by

law, this position is also reflected in the Auditors Report.

As required under Regulation 36(3) of the listing Regulations with the stock exchanges, the information on the particulars of Directors proposed for appointment/re appointment has been given in the notice of annual general meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, and based on the information provided by management, your Directors state that: a) In the preparation of the annual accounts for the financial year ended 31st March, 2019 the applicable accounting standards have been followed.

b) Directors have selected such Accounting policies 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 corporation as at the end of 31st March, 2019 and of the profit of the Company for the year ended on that date.

c) Director have taken Proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) Directors have prepared the annual accounts on a going concern basis;

e) Director have laid down internal financial controls commensurate with the size of the Company and that such financial controls were adequate and were operating effectively; and

f ) Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DECLARATION OF INDEPENDENCE BY DIRECTORS:

The Independent Non-executive Directors of the Company, viz. Mrs. Niyati Ketan Shah (DIN 02171577), Mr. Natwar Nagarmal Agarwal (DIN 08170211), Mrs. Jayashree Iyer (DIN: 01520083) and Mr. Gopal Mohta (DIN 01877324) have affirmed that they continue to meet all the requirements specified under Regulation16(1)(b)of the listing regulations in respect of their position as an Independent Director of Dhanlaxmi Cotex Limited.

POLICIES ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Company adheres to the requirements prescribed in the Companies Act, 2013, rules and amendments made there under and SEBI regulations for the Appointment and remuneration of the Directors of the Company.

The policies of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act is available on website of the company at http://dcl.net.in/investor_info.html

MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS 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 performance evaluation of the Independent Directors was completed.

The evaluation framework for assessing the performance of directors of your company comprises of contribution at meetings, strategies perspective or inputs regarding the growth and performance of your company among others.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent

Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Details of program for familiarization of Independent directors of the company are accessible on yours company website at http://dcl.net.in/familarisation.html

BOARD EVALUATION:

SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors should be done by the entire Board of Directors, excluding the director being evaluated.

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 on each of the parameter, the Board of Directors formed an opinion that performance of Board as a whole has been outstanding. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a structured questionnaire was prepared. The performance Evaluation of the Independent Directors was completed. Independent Directors Meeting and Nomination and Remuneration Committee considered the performance of Non-Independent Directors and the Committees and Board as whole, reviewed the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

MEETING OF INDEPENDENT DIRECTORS:

Pursuant of the provision of Section 149 (8) of the Companies Act, 2013 read with Schedule IV and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Independent Directors of the Company held their meeting on 28th March, 2019 reviewed the performance of non- independent directors and the Board as a whole including the Chairperson of the Company, views expressed by the executive directors and non- executive directors at various level, and quantified the quality, quantity and timeliness of flow of information between the Company, management and the Board and expressed satisfaction.

DISCLOSURE FROM INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 134 of the Companies Act, 2013 with respect to the declaration given by the Independent Director of the Company under Section 149(6) of the Companies Act, 2013, the Board hereby confirms that all the Independent Directors have given declarations and further confirms that they meet the criteria of Independence as per the provisions of Section 149(6) read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

STATUTORY AUDITORS:

Statutory Auditor:

M/s. R. Soni & Co., Chartered Accountants, Mumbai was appointed in 31st Annual General Meeting (AGM) as the

Statutory Auditors of the Company to hold office from the conclusion of 31st AGM until the conclusion of the 36th AGM.

AUDITORS REPORT:

Observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments under Section 134 (1) of the Companies Act, 2013.

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and RemunerationCommittee

3. Stakeholders Relationship Committee

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company occurred during Financial Year

2018- 19, till the date of this report. Further there was no change in the nature of business of the Company.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

During the year, there is one associate of the company but there is no subsidiary, joint venture of the Company.

Annexure - G

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

The Company is committed to maintain the highest standards of Corporate Governance 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 the Secretarial Auditors of the Company on compliance with the provisions is annexed and forms part of the Annual Report. Annexure-E

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are as under. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The percentage increase in remuneration of each Director and Chief Financial Officer during the financial year 2018-19, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2018-19 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. No. Name of Director/KMP Remuneration Received % increase in Remuneration in the Financial year 2018-19 Ratio of remuneration of each Director to median remuneration of employees
(In Rs. Lakh)
1 Mr. Ramautar S. Jhawar 60,00,000/- 25 14.29
(Managing Director)
2 Mr. Mahesh S. Jhawar NIL NIL NIL
(Director)
3 Mrs. Kamala Jhawar NIL NIL NIL
(Non- Executive Director)
4 Mr. Chandra Kishore Bohra 4,19,941/- 8.72 1
(Chief Financial Officer)
5 Ms. Konika Shah 85,200/- - 0.20
(appointed w.e.f 01-10-2019)

In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee(s) drawing remuneration in excess of limits set out in said rules forms part of the annual report

POSTAL BALLOT:

No postal ballot was held during the year 2018-2019

RISK MANAGEMENT AND INTERNAL CONTROLS:

The Company has the risk management and internal control framework in place commensurate with the size of the

Company. However Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the

Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act,.2013 are given in the notes to Financial Statements.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 134 of Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, the extent as are applicable to the Company, are given in Annexure - D to the Directors Report.

LISTING OF SHARES:

Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary

Listing fees for the year 2018-2019 and 2019-2020.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The Whistle Blower Policy is hosted on company s website http://dcl.net.in/investor_info.html

During the financial year 2018-19, no cases under this mechanism were reported in the Company and any of its subsidiaries.

POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013.

During the financial year 2018-19, no cases in the nature of sexual harassment were reported at any workplace of the company.

COMPANY S POLICY ON DIRECTORS APPOINTMENT, REMUNERATION ETC.:

The Nomination and Remuneration Committee recommends to the Board the policy relating to remuneration for the Directors, Key Managerial Personnel and other employees, same has been uploaded on the website of the Company at http://dcl.net.in/investor_info.html

MANAGEMENT S DISCUSSION AND ANALYSIS REPORT:

Management s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (3) read with Schedule Part V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 with Stock Exchange in India, is presented in a separate Section forming part of the Annual Report. Annexure-F

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the 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 disclosures.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to Board.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken.

SECRETARIAL AUDITORS AND THEIR REPORT:

M/s Pankaj Trivedi & Co, Company Secretary in Practice was appointed to conduct the secretarial audit of the Company for the financial year 2018-19, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for financial year 2018-2019 is Annexure-A to this Board s Report. The Secretarial Audit Report for F. Y 2018-19 is enclosed and marked as Annexure-A.

COMMENTS ON REMARKS/OBSERVATION/QUALIFICATION MADE BY SECREATARIRAL AUDITORS:

Mr. Pankaj Trivedi , Company Secretary in Practice, in his Secretarial Audit Report for financial year 2018-19 have drawn the attention of the management on some the non-compliances, which have been marked as qualification in his report.

In connection with the same management herewith give the explanation for the same as follows:

The Company does not follow practice of consolidation of accounts of Associate Company in its Financials. The Company holds only 20% holding in MR Share Broking Private Limited which is below 51%, so the MR Share Broking Private Limited is not subsidiary Company. The Company about to dilute its holding in the company below 20% during the year

The promoters had already dematerialized 31,850 shares of promoter holding during the year and now only 6650 are remained for demat which according to explanation given by them will be get demat in due course of time.

The management has decided to make an application to Bank for seeking registration as required under section 45(IA) of RBI Act, 1934. However due to practical difficulties no such application was made during the year under review. The Management is seeking opinion of some RBI professionals for making good of said default.

The Company is very much regular and compliance savvy in terms of making timely disclosures and filing with concerned regulatory. However as far as non-submission of newspaper publication made by the company to the exchange during the year under review as required under regulation 47(1) of SEBI (LODR) Regulation, 2015 is concerned, we would like to inform that all required newspaper publication has been given by the Company in papers and are also uploaded to the website of the company and are in records with the company in respective file. However due to oversight the same has not been forwarded to the exchange and upon the advice of the professional company started doing that and there was no as such motive for non-disclosure. As the all publications are already made available to stakeholders at large on company s website

As far as delay in submission of brief profile of Mr. Natwarlal Aggarwal along with the outcome of the Board meeting held on 09.07.2018 in which he was appointed was concerned, was mainly due to oversight and same has been submitted to the exchange on 18.07.2018.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has implemented a Related Party Transactions policy for the purposes of identification and monitoring of such transactions. The policy on related party transactions is uploaded on the Company s website at http:// dcl.net.in/investor_info.html.

All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit

Committee is obtained on an annual basis which is reviewed and updated on quarterly basis.

Pursuant to the Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contract or arrangement entered into by the Company with related parties referred to in Section 188(1) in Form AOC-2 in Annexure-B to this Board s Report.

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form

AOC - 2 are appended as Annexure B.

EXTRACT OF ANNUAL RETURNS:

Pursuant to the Section 134(3) (a) of the Companies Act, 2013, the details forming part of the extract of the Annual

Return is Form MGT-9 is Annexure- C.

CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a Certificate from M/s Pankaj Trivedi & Co, regarding compliance with the conditions of Corporate Governance as stipulated under Regulation 34(3), Schedule V of SEBI (LODR) Regulations, 2015 with Stock Exchange read with the relevant provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forms part of this Report and Annexure- E to this Board s Report.

CEO AND CFO CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part

B of Schedule II of the SEBI(LODR) Regulation,2015 have been appended to this report

INSURANCE OF ASSETS:

All the fixed assets, finished goods, semi-finished goods, raw material, packing material and goods of the company if any lying at different locations have been insured against fire and allied risks.

BANK AND FINANCIAL INSTITUTIONS:

Directors are thankful to their bankers for their continued support to the company.

ACKNOWLEDGMENTS:

Your Directors convey their sincere thanks to the Government, Banks, Shareholders and customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

Place: Mumbai On behalf of the Board of Directors
Dated: 09-08-2019 Sd/- Sd/-
Ramautar Jhawar Mahesh Jhawar
Managing Director Director