Dhanlaxmi Fabrics Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting their Twenty Sixth Annual Report on the business operations and activities of the Company together with the Audited Accounts for the Financial Year ended 31st March, 2018.

FINANCIAL RESULTS:

Summary of the Companys financial performance for F.Y. 2017-2018 as compared to the previous financial year is given below: (Rs.in lacs)

Particulars F.Y. 2017 – 2018 F.Y. 2016 – 2017
Standalone Consolidated Standalone Consolidated
Revenue from Operation 7027.63 7802.10 9281.21 10473.79
Revenue from other Income 274.21 299.62 103.51 143.43
Total Revenue 7301.85 8101.73 9384.73 10617.23
Profit before Dep. & Int. 923.76 969.22 1146.56 1211.66
Depreciation 406.84 409.34 389.31 391.71
Interest 279.02 286.09 309.87 315.53
Profit after Depreciation & Interest and before Tax 234.16 270.05 447.38 504.42
Provision for Taxation 125.00 133.83 172.00 188.00
Provison for Tax (deferred) 46.90 47.20 (23.51) 23.28
Provision for Taxation for earlier year - - - -
Profit/ Loss after Tax 156.05 183.43 251.87 291.84

HIGHLIGHTS:

Your Companys main activity is cornered in to dealers and manufacturing and Processing of Textile and allied products /services and Power Generation. As it can be clearly seen from the Highlights that the total revenue generated in current year were quick slightly lower in figures due to the impact of GST on industry. Hence, profit for the year of the Company is Rs.156.05 lakhs as compared to 251.87 lakhs in previous year.

The management of the Company hereby very optimistic regarding performance of the Company in future and taking every steps and making every efforts to turn the Company in to profitable organization

DIVIDEND:

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

AMOUNTS TO BE TRANSFERRED TO RESERVES

No fund was transferred to General Reserve.

BOARD OF DIRECTORS:

The Composition of the Board during the year was as per the provisions of Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the Companies Act, 2013.During the period under review no appointment or resignation was made.

During the year Pursuant to Section 152 of the Companies Act, 2013 Shri Ramautar Jhawar, Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Board has recommended his re-appointment.

During the period under review on the recommendation of Nomination and Remuneration Committee, your Board has appointed Shri. Gopal Mohta as an Additional Directors of the Company in the category of Independent Director with effect from 30/05/2017 in order to comply with the requirement of Section 149(1) of the Companies Act, 2013, Whos appointment has been ratified by the members at 25th Annual General Meeting of the company.

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.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) (c) 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, 2018 the applicable accounting standards have been followed.

b) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the State of affairs of the corporation as at the end of March 31, 2018 and of the profit of the Company for the year ended on that date.

c) 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) The Annual Accounts of the Company have been prepared on the ongoing concern basis.

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

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

DECLARATION OF INDEPENDENCE BY DIRECTORS:

The Independent Non-executive Directors of the Company, viz. Shri Durgesh Kabra, Smt. Jayashree Iyer and Shri. Gopal Mohta has affirmed that they continue to meet all the requirements specified under Regulation 16(1)(b) of the LODR Regulation, 2015 in respect of their position as an "Independent Director" of Dhanlaxmi Fabrics Limited.

POLICIES ON DIRECTORS APPOINTMENT AND REMUNERATION:

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 the website on this link: http://dfl.net.in/docs/ policy%20on%20nomination%20and%20remuneration%20of%20directors.pdf

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 performance evaluation of the Independent Directors was completed.

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.

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.

STATUTORY AUDITORS:

M/s. R. Soni & Co., Chartered Accountants having Registration No. 130349W, has been appointed as an Statutory Auditors of the Company for the period of 5 years upto F.Y. 2021-22 at 25th Annual General Meeting. M/s. R. Soni & Co., has confirmed that as required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. R. Soni & Co., that their appointment, if made, would be in conformity with the limits specified in the said Section.

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.

COST AUDIT AND AUDITOR:

The central govt. has prescribed the maintenance of Cost records under Section 148 and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014for the year ended 31stMarch 2018. The Audit Committee anad Board has be recommended the reappointment of Mr. Dilip Murlidhar Bathija., Cost Accountant, Mumbai at their respective meetings for conducting cost Audit for F.Y. 2018-19 and also recommended for members approval at item no.4 of the 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. 2017-18 pursuant 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 as Annexure I.

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

M/s. Pankaj Trivedi & Co., Practicing Company Secretary, in his Independent Auditor Report for financial year 2017-18 have drawn the attention of the management on some matters in connection with the same management herewith give the explanation for the same as follows:

The Promoters of the Company hold 800 shares in physical form; however, the same is under process of dematerialization.

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 Statutory Auditors of the Company on compliance with the provisions is annexed and forms part of the Annual Report.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is Annexure II in this Boards Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements together with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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 III.

EXTRACT OF ANNUAL RETURN:

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

NUMBER OF MEETINGS OF THE BOARD:

The details of the number of meetings of the Board held during the Financial Year 2017-18 forms part of the Corporate Governance Report.

POSTAL BALLOT:

No postal ballot was held during the year 2017-2018.

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee 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.

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.

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, Chief Financial Officer and Company Secretary during the financial year 2017-18, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2017-18 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 2017-18 % increase year ended 2017-18 Ratio of remuneration of each Director to median remuneration of employees
1 Shri Ramautar S. Jhawar (Chairman & Director) Nil Nil Nil
2 Shri Vinod S. Jhawar (Managing Director) 60,00,000 12.50% 26.58
3 Ms. Jayashree Iyer (Independent Director) Nil Nil Nil
4 Shri Mahesh S. Jhawar (Director&Chief Financial Officer) 6,00,000 100% 2.66
5 Shri Durgesh Kabra (Independent Director) Nil Nil Nil
6 *Shri Gopal Mohta (Independent Director) Nil Nil Nil
7 *Ms. Bhaviika Jain@(Company Secretary) 6,00,000 Nil 2.66

Note: Total 85 major employees are on role

Median remuneration of employee is Rs. 2,25,746/-

• appointed w.e.f. 30/05/2017. Note: Total 85 major employees are on role. Median remuneration of employee is Rs. 2,25,746/-

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 are given is Annexed V to this report.

FOREIGN EXCHANGE:

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

INSURANCE OF ASSETS:

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

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. The Company has executed a New Listing Agreement with the Bombay Stock Exchange pursuant to SEBI (LODR) Regulation 2015.

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 details of the said Policy are included in the Report on Corporate Governance which forms part of the Annual Report.

During the financial year 2017-18, no cases under this mechanism were reported in the Company and any of its subsidiaries/ associates.

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 2017-18, no cases in the nature of sexual harassment were reported at any workplace of the Company.

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 and Chief Executive Officer 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 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 OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred during Financial Year 2017-18, 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 Bankers, Shareholders, clients, Financial Institutions, customers, sup-pliers and employees of Companies for extending support during the year

FOR &ON BEHALF OF THE BOARD
Sd/- Sd/-
Vinod S. Jhawar Ramautar S. Jhawar Place: Mumbai
(Managing Director) (Chairman & Director) Date: 10/08/2018

Annexure to the Directors Report

ANNEXURE-II FORM NO. AOC-1

Salient feature of Financial Statement of Subsidiary Companies

As at 31st March, 2018

Rupees in Lacs
Name of Subsidiary Company Western Chloride& Chemicals Pvt. Ltd Dhanesh Fabrics Pvt.Ltd. DFL Fabrics Pvt. Ltd.
Reporting Currency INR INR INR
Rate 1.00 1.00 1.00
Capital 3.00 1.00 1.00
Reserve 9.51 55.26 132.50
Total Assets 18.99 372.60 150.13
Total Liabilities 6.48 316.34 16.63
Investments Other than Investment in Sub- Nil Nil Nil
Subsidiary
Turnover
7.01 715.11 59.35
Profit before Taxation
(1.47) 20.26 17.10
Provision for Taxation
- 4.42 4.41
Profit After Taxation
(1.47) 15.98 12.86
Proposed Dividend
- - -
% of Shareholding
99.99 99.99 99.80

Annexure –III

FORMAOC - 2

RELATED PARTY TRANSACTIONS:

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2)Of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Act including certain arms length transactions under third proviso thereto:

1. Details of material contracts or arrangements or transactions not at arms length basis:Not Applicable

2. Details of material contracts or arrangement or transactions at arms length basis:

Name of Related Party and nature of transactions Nature of contract / arrangement / transactions Duration of the contract arran- gement transactions Ongoing Salient terms of contract / arrangement /transactions, including value, if any Date(s) of approval by the Board Amounts paid as adv- ance(s), if any
DFL Fabrics (Pvt) Ltd Sales of Fabrics/Yarn Ongoing Sold Fabrics of worth of Rs.15,33,781/- Lacs during the year 13.08.2016 &11.08.2017 -
Processing Charges Ongoing Processing Charges received for Dyeing and bleaching and printing of Fabrics during the year of Rs.86,994/- 13.08.2016 & 11.08.2017 -
Purchase of Fabrics/ Yarn Ongoing Trading purchase of Rs.3,89,389 during the year 13.08.2016 & 11.08.2017 -
Dhanesh Fabrics Pvt Ltd Trading Sales of Fabrics/Yarn Ongoing Sold Fabrics of worth of Rs.3,27,69,111/- during the year 13.08.2016 & 11.08.2017 -
Processing Charges Ongoing Processing Charges received for Dyeing and bleaching and printing of Fabrics during the year of Rs.32,92,222/- 13.08.2016 & 11.08.2017 -

-

Purchase of Fabrics/ Ongoing Trading purchase of 13.08.2016
Yarn Rs.45,60,414/- during the &
year 11.08.2017
Western Chloride & Chemicals P Ltd Lease Rent Ongoing Payment of Lease Rent of Rs.5,20,000/- for Land Taken on Lease for Installation of Process house at Manpada Road, Bhopar Village, Dombivali 13.08.2016 & 11.08.2017 -
Promtech Impex Pvt Ltd Unsecured Loan Ongoing 10,74,98,522/- 13.08.2016 & 11.08.2017 -

 

For and on behalf of the Board Of Directors
Sd/-
Place: Mumbai
Vinod S. Jhawar Ramautar S. Jhawar
Date: 10th August, 2018
(Managing Director) (Chairman & Director)

Annexure - V & VI

To Directors Report

Conservation of Energy, Technology absorption and Foreign Exchange Earnings and Outgo:

During the year under review, the company had strict control on wasteful electrical consumption.

Conservation of Energy :
1. Energy conservation measures taken. Adequate Measures Taken
2. Investment and proposals, if any, being implemented For reduction of consumption: NIl
3. Impact of measures at (1) and (2) above for reduction of energy Consumption and consequent impact on the cost of production of Goods. Marginal
4. Total energy consumption any energy consumption per unit of Production are as under: (Rs. In Lacs)

 

Sr. No. Particulars Year Ended 31.03.2018 Year Ended 31.03.2017
A Powers and Fuel Consumption (Process Division Yarn + Fabrics)
1 Electricity
a) Purchased
Unit (Lacs) 40.72 42.17
Total (Rs. In Lacs) 343.61 349.08
AmountAvg. Rate/Unit (Rs.) 8.44 8.28
b) Own generation (Through D.G. Set)
Unit (Lacs) 0.14 0.14
Diesel Oil Consumed Ltrs (Lacs) 0.06 0.07
Total Amount (Rs. In Lacs) 3.86 3.65
Avg Rate per Ltr (Rs.) 66.09 55.34
2 Coal
Quantity (M. Tonnes) 9545 7472
Total Amount (Rs. In Lacs) 610.20 359
Avg Rate/M. tone M. Tonnes) (Rs.) 63.93 48
B Consumption Per Kg Of Production
Production (Lacs Kgs) 23.13 23.72
Electricity (Rs.) 14.86 14.72
Diesel Oil (Rs.) 0.17 0.15
Coal (Rs.) 26.38 15.14
Total 41.40 30.02
C Weaving Division Power Consumption
1 Electricity Purchased
Units (Lacs) 31.44 28.47
Total Amount (Rs. In Lacs) 92.27 76.97
Avg Rate/unit (Rs.) 2.93 2.70
2 Production (Lacs Mtrs) 38.67 35.63
3 Cost of Power per Mtrs (Rs.) 2.39 2.16
Technology Absorption:

The company does not need any technology up-gradationfor its existing business.

Foreign Exchange Earnings and Otgo: (Rs. In Lacs)
2017-2018 2016-2017
Foreign Exchange Outgo - 61.67
Foreign Exchange Earnings - 15.40