Shri Dinesh Mills Ltd Directors Report.

To,

The Members,

Shri Dinesh Mills Limited.

Your Directors have pleasure in presenting their Report together with the Annual Financial Statement for the year ended 31st March, 2020

1. PERFORMANCE OF THE COMPANY

(Rs. In Lakhs)

PARTICULARS 2019–2020 2018–2019
Revenue from Operations 4681 6876
Profit before Depreciation, Interest & Tax (PBDIT) 676 692
Net Profit / (Loss) 173 19

2. DIVIDEND

During the year under review, the Company has already paid Interim Dividend of Rs. 3.00 per Equity share (30%) on 5th March, 2020 (Previous year Rs.1.80 per Equity share i.e. 18%) on 53,00,582 equity shares of Rs.10/- each amounting to Rs. 159,01,746/- plus applicable Dividend Distribution Tax thereon. However, considering the COVID-19 pandemic adverse impact, your Directors have not recommended any final dividend on equity shares.

3. TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve.

4. TRANSFER OF UNCLAIMED DIVIDEND & EQUITY SHARES TO INVESTOR EDUCTION AND PROTECTION FUND AUTHORITY (IEPF AUTHORITY)

During the year under review, the Company has transferred unclaimed dividend for the financial year 2011–2012 and also transferred 4920 equity shares of Rs.10/- each to the IEPF Authority.

5. CHANGES IN THE NATURE OF BUSINESS

During the year under review, the Company has discontinued the manufacturing of Woolen & Worsted Fabrics at Ankleshwar and Vadodara units.

6. MANAGEMENT DISCUSSION AND ANALYSIS

A. OVERALL REVIEW OF OPERATIONS

During the year under review, we have discontinued the manufacturing of Woolen & Worsted fabrics at our Ankleshwar & Vadodara units and completed the VRS to the employees engaged in this business. At present, we are manufacturing Industrial Fabrics (i.e. felts) at Vadodara Unit which is capital & labour intensive.

As the product quality is well established in the markets and our Company is a debt free company with no pledge of shareholding of Promoters Group and having sufficient liquidity, we expect to contain adverse impact due to COVID-19 pandemic to some extent.

We are importing the raw materials and due to depreciation of Indian Rupees, the input cost has been increased and cheaper imports of paper & paper boards from China and other Asian countries have adversely affected paper industry and our products as well.

In view of the above, during the year under review, the revenue from Operations has been reduced from Rs.6876/- Lakhs to Rs.4681/- Lakhs but the Company has made a profit of Rs. 173/- Lakhs as compared to the marginal profit of Rs. 19/- Lakhs of the previous financial year.

B. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL

PERFORMANCE (Rs. In Lakhs)

Sr. No. Particulars 2019 – 2020 2018 – 2019
1 Revenue from Operations 4681 6876
2 Operating profit (PBDIT) 676 692
3 Depreciation 543 662
4 Interest 21 115
5 Profit before Tax / (Loss) 112 (85)
6 Provision for Taxation (61) (104)
7 Net Profit / (Loss) 173 19

C. OVERALL OUTLOOK

Considering uncertain nature of COVID-19, its continuity over the globe, non-availability of proper vaccine and also looking to the sub optimal level of operations, the turnover and profitability of our Company will be adversely affected during the current financial year but it is very difficult to judge accurately the adverse impact of COVID-19 pandemic at this stage.

The Company assumes no responsibility in respect of forward looking statements made herein above which may substantially change based on subsequent developments, events, change in the Government policies, exchange rate and improvement in present economic scenario etc. over the globe.

D. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Internal Audit Department conducts audit of all departments of the Company and places Audit reports/plans before the Audit Committee which reviews adequacy of internal audit functions, audit procedures and its coverage periodically. The minutes of the Audit Committee meetings are placed at the meetings of the Board of Directors from time to time. The Company has adopted the concept of pre-audit and therefore, the mistakes, if any are rectified before the transactions are finally booked in the Books of Accounts of the Company.

E. INDUSTRIAL RELATIONS

During the year under review, the industrial relations both at Baroda and Ankleshwar units have remained cordial. There were 375 employees in the Company as at 31st March, 2020.

7. MATERIAL CHANGES AND COMMITMENT, IF ANY

Due to COVID-19 pandemic, Government imposed Curfew and Lockdown from time to time w.e.f. 22nd March, 2020 and as result thereof, Operations of the Company had to close down from 22nd March, 2020 to 7th May, 2020 and after relaxations given by the Government, we could partially start the production from 8th May, 2020 which has adversely affected the performance of the Company.

8. SIGNIFICANT AND MATERIAL ORDERS, IF ANY

During the year under review, no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure – "A" attached to this Report.

10.RISK MANAGEMENT

The Company has been taking appropriate actions pursuant to Risk Management Policy from time to time to mitigate adverse impact of various Risks which may adversely affect the performance of the Company and may threaten the very existence of the Company. The provisions relating to Risk Management Committee is not applicable to the Company.

11. THE CORPORATE SOCIAL RESPONSIBILITY

As the provisions relating to the Corporate Social Responsibility (CSR) as prescribed u/s. 135 of the Companies Act, 2013 along with Rules made thereunder are not applicable to our Company and therefore, neither the CSR Committee nor the CSR Policy are required to be framed by the Company.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any loans, guarantees or made any investments pursuant to Section 186 of the Companies Act, 2013.

13. AUDITORS REPORTS

The Auditors Report issued by M/s. Dhirubhai Shah & Co. LLP on the Accounts is self-explanatory and therefore, does not call for any explanation. There were no qualifications, reservations or adverse remarks made by the above referred Statutory Auditors.

The Secretarial Audit Report issued by the Secretarial Auditor, M/s. Kashyap Shah & Co., Practicing Company Secretaries, Vadodara is self-explanatory and therefore, do not call for any explanation There were no qualifications, reservations or adverse remarks made by the above referred Secretarial Auditor. The copy of the Secretarial Audit Report is attached as Annexure – "B".

During the year under review, no fraud has been reported to the Audit Committee of the Company by the above referred Statutory Auditors and Secretarial Auditor.

14. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF

REMUNERATION AND DISCHARGE OF THEIR DUTIES

The appointment of Directors, Key Managerial Personnel (KMP), payment of remuneration and discharge of their duties are as per the Remuneration Policy framed by the Company pursuant to Section 178(3) of the Companies Act, 2013. The Remuneration Policy can be viewed at Companys website www.dineshmills.com in "Investors" Section

15. SEXUAL HARRASSMENT OF WOMAN EMPLOYEES

The Company has constituted "Internal Complaints Committee" pursuant to the provisions of the Sexual Harassment of Woman at work place (prevention, prohibition & redressal) Act, 2013 and no complaint has been received by the Committee during the financial year 2019 – 2020.

16. ANNUAL RETURN

The extracts of Annual Return pursuant to Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure – "C" attached to this Report.

17. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standard 1 (SS-1) relating to the meetings of the Board of Directors and Secretarial Standard 2 (SS-2) relating to the General meetings issued by the Institute of Company Secretarial of India and approved by the Central Government.

18. THE MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, six meetings of Board of Directors of the Company were held on 25/05/2019, 10/08/2019, 26/09/2019, 09/11/2019, 09/01/2020 and 11/02/2020.

19. KEY MANAGERIAL PERSONNEL (KMP) AND REMUNERATION

Shri Bharatbhai Patel, Chairman & Managing Director, Shri J B Sojitra, Company Secretary and Shri Apurva Shah, Chief Financial Officer are the KMP of the Company pursuant to Section 203 of the Companies Act, 2013 and the Rules made thereunder.

REMUNERATION ETC. PURSUANT TO SECTION 197(12) AND THE RULES MADE THEREUNDER ARE AS UNDER: a) The ratio of the Remuneration of each Director to the median employees remuneration for the financial year and such other details are given hereunder: (1) Name : Shri Bharatbhai Patel (Chairman & Managing Director) Ratio: 72:1 (2) Name: Shri Nimishbhai Patel (Managing Director) Ratio: 72:1

b) The percentage increase in Remuneration of each Director, Chief Financial Officer, Company Secretary during the financial year: (1) Shri Bharatbhai Patel – Chairman & Managing Director : NIL

(2) Shri Nimishbhai Patel – Managing Director : NIL (3) Shri Apurva Shah – Chief Financial Officer: NIL (4) Shri J. B. Sojitra – Company Secretary : NIL

c) The percentage increase in the median remuneration of employees in the financial year: 28%

d) There are 375 permanent employees on the Roll of the Company.

e) The explanation on the relationship between average increases in Remuneration and Company performance: The Company has not given any increments to the employees during the year ended 31st March, 2020.

f) Comparison of the Remuneration of the Key Managerial Personnel (KMP) against the performance of the company: Considering the performance of the Company, the Company has not given any increment to KMP. However, considering the qualifications, experience, long association, untiring efforts and their contribution to the Company, the remuneration paid to KMP is quite reasonable.

20. CORPORATE GOVERNANCE

The Report on Corporate Governance pursuant to the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 along with the certificate of M/s. Dhirubhai Shah & Co. LLP, Chartered Accountants, Auditors of the Company are attached herewith as Annexure – "D" and Annexure – "E" respectively.

21. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Dinesh Remedies Ltd., a subsidiary of the Company is engaged in manufacturing of Empty hard Gelatin Capsules Shells at Village Mahuvad, Haranmal Road, Padra –Jambusar Highway, Taluka Padra, District Vadodara – 391 440.

The status of the Fernway Technologies Ltd. and Fernway Textiles Ltd., wholly owned subsidiary companies have been changed from "Dormant" to "Active Company" during the year under review. The Fernway Textiles Ltd. has incorporated "Stellent Chemicals Industries Pvt Ltd" as its wholly owned subsidiary company on 25th October, 2019. However, these subsidiary companies have yet to start the business.

The financial statements of the above referred subsidiary companies are consolidated and the separate statement containing the salient features of the financial statement of these subsidiary companies has also been attached to the financial statement of the Company pursuant to the provisions of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 (i.e. Ind AS).

22. DEPOSITS

The Company has neither accepted nor renewed any deposits pursuant to Section 73 and 76 of the Companies Act, 2013 and Rules made thereunder during the financial year 2019 – 2020.

23. DIRECTORS

Pursuant to Section 149 and 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors are not liable to retire by rotation whereas other Directors are liable to retire by rotation and accordingly, Shri Bharatbhai Patel, Chairman & Managing Director of the Company would retire by rotation and being eligible, offer himself for re-appointment.

During the year under review, Shri Nimishbhai Patel was reappointed as Managing Director of the Company on existing terms & conditions for a further period of five years w.e.f. 14th January, 2020 and therefore, the Board recommends her appointment as Woman Director of the Company in the ensuing 85th Annual General Meeting (AGM) of the Company.

Mrs. Tarunaben Patel had resigned as an Independent Director w.e.f. 8th June, 2020 and subsequently, she was appointed as an Additional (Woman) Director w.e.f. 30th June, 2020 and therefore, the Board recommends her appointment as Woman Director of the Company in the ensuing 85th AGM of the Company.

The information as required under Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 relating to the above referred Directors are given in the Notice of ensuing 85th AGM of the Company.

24. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have given the declaration that, they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 read with Rules made thereunder and Clause (6) of sub-regulation (i) of Regulation 16 of SEBI (LODR) Regulation 2015.

25. CERTIFICATE OF NON DISQUALIFICATION OF DIRECTORS

The Certificate of Non Disqualification of Directors issued by Ms. Nilesh Savaliya & Associates, Practicing Company Secretaries pursuant to SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015 is attached as Annexure – "F".

26. PERFORMANCE EVALUATION

The performance evaluation of all the Directors including Independent Directors and the Board as a whole which includes the Committees thereof was done on 9th January, 2020 considering various criteria and also seeking inputs from all the Directors as per the Performance Evaluation Policy of the Company.

A separate meeting of Independent Directors was also held on 9th January, 2020 and reviewed the performance of Non Independent Directors, performance of the Board as whole and performance of the Chairperson of the Company taking into account the views of Executive and Non- Executive Directors pursuant to the Performance Evaluation Policy of the Company.

27. STATUTORY AUDITORS

The terms of the appointment of Statutory Auditors, M/s. Dhirubhai Shah & Co. LLP, Chartered Accountants, Ahmedabad are proposed to be revised so as to enable them to conduct the Statutory Audit upto the financial year 2020–2021 subject to approval of shareholders of the Company.

28. COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISM

At present, the Audit Committee consists of three Independent Directors viz. Shri Rakesh Agrawal, Shri T. M. Patel and Shri Sanjiv Shah.

The Board of Directors of the Company had established the Vigil Mechanism pursuant to Section 177(9) of the Companies Act, 2013 and Rules made for Directors and Employees to report their genuine concerns. However, there were no instances reported to the Chairman of the Audit Committee during the year under review. The Whistle Blower Policy can be viewed at Companys website www.dineshmills.com in "Investors" Section.

29. SHARES:

(a) BUY BACK OF SECURITIES: The Company has not bought back any of its securities during the year under review.

(b) SWEAT EQUITY: The Company has not issued any Sweat Equity Shares during the year under review.

(c) BONUS SHARES: No Bonus Shares were issued during the year under review.

(d) EMPLOYEES STOCK OPTION PLAN (ESOP): The disclosure required pursuant Regulation 14 of SEBI (Share Based Employee Benefits), Regulations, 2014 is attached as Annexure – "G".

(e) PREFERENTIAL ALLOTMENT: The Company had allotted 5,00,000 Convertible Warrants of Rs.10/- each with a premium of Rs.140/- each to the Promoter Group on preferential basis on 20th February, 2019 which is convertible at the option of the warrant holders at any time within 18 months from the date of allotment, in one or more tranche(s) and accordingly, 2,00,000 warrants have been converted into

2,00,000 equity shares of Rs.10/- each with a premium of Rs.140/- each upto 31st March, 2020 and the Balance 3,00,000 convertible warrants are outstanding as at 31st March, 2020.

The funds received under the preferential allotment are utilized for existing business purpose as stated in the Notice of Extra Ordinary General Meeting held on 7th February, 2019.

30. EMPLOYEES REMUNERATION:

The details of the remuneration paid to the employees during the year under review are given in the Annexure – "H" to this Report pursuant Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. A statement showing remuneration paid to top 10 employees of the Company are available at the Company and the same will be provided to the members upon request for the same.

31. INSURANCE:

All the properties of the Company including buildings, plant & machinery and stocks have been insured.

32. CONTRACTS / ARRANGEMENT WITH THE RELATED PARTIES

During the year under review, no contracts / arrangements are entered with the Related Parties pursuant to Section 188 of the Companies Act, 2013. However, the transactions with Related Parties are given in Note No. 40 attached to the Annual Financial Statement as Good Corporate Governance practice and also disclosed in Form AOC – 2 attached as Annexure – "I" to this Report.

33. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors confirm that:

(a) in the preparation of the Annual Accounts for the financial year 2019–2020, the applicable Accounting Standards had been followed along with the 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 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 Directors had prepared the Annual Accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by the Company and that, such internal financial controls are adequate and were operating effectively.

(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.

34. ACKNOWLEDGEMENTS

Your Board of Directors thanks all the stakeholders viz. shareholders, customers, suppliers, bankers, employees for their support during the year under review.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS,

Sd/-

BHARAT PATEL CHAIRMAN

Place: Vadodara Date: 30th June, 2020

A. CONSERVATION OF ENERGY:

(a) The steps taken or impact on Conservation of Energy: None

(b) The steps taken by the Company for utilizing alternate sources of Energy: None (c) The Capital Investments on Energy Conservation Equipments: None

B. TECHNOLOGY ABSORPTION:

As no foreign technology is imported, the question of its absorption does not arise.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Rs. In Lakhs)
Year Earnings Outgo
2019 – 2020 521.72 812.14

FORM: A

RESEARCH & DEVELOPMENT:

The R & D department of the Company is actively involved in product & process improvement / development as well as monitoring of Effluent Treatment Plants of the Company.

Expenditure on R & D: Rs. 22.79 Lakhs

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS,

Sd/-

BHARAT PATEL CHAIRMAN

Place: Vadodara Date: 30th June, 2020

Secretarial Audit Report

(For the Financial year ended on 31st March, 2020)

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

SHRI DINESH MILLS LIMITED P.O. Box No. 2501, Padra Road Vadodara – 390 020

Dear Sirs,

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practice by Shri Dinesh Mills Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minutes books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2020, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company, for the financial year ended on 31st March, 2020, according to the provisions of:

1. The Companies Act, 2013 (the Act) and the rules made thereunder.

2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;

3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment and External Commercial Borrowings.

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act).

A. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

B. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

C. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

D. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

E. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008. - Not Applicable to the Company during the Audit Period;

F. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

G. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009. - Not Applicable to the Company during the Audit Period; and

H. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018. -Not Applicable to the Company during the Audit Period;

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above.

Further, as per representation of management letter, considering its nature of business, process and location, the following Acts are specifically applicable to the Company. There are adequate systems and processes in the company to monitor and ensure compliance.

1. The Water (prevention and control of pollution) Act, 1974 & Rules

2. Air (Prevention & Control of Pollution) Act, 1981 & Rules

3. Environment Protection Act, 1986 & Rules

4. Water Cess Act, 1977 & Rules

We further report that;

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There were no changes in the composition of the Board of Directors during the year under review.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least 7 days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members views, if any, are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, the Company has passed following major special resolutions at Annual General Meeting held on 26.09.2019: (a) Re-appointment of Mr. T. M. Patel as Independent Director for second Term upto conclusion of 89th Annual General Meeting (b) Reappointment of Mr. T. M. Patel as Independent Director for second Term upto conclusion of 89th Annual General Meeting and continue to hold office beyond 75 years of age. and (c) Displosal of immovable properties at Ankleshwar Unit.

For Kashyap Shah & Co., Practising Company Secretaries

Sd/-

(Kashyap Shah) Proprietor

FCS No. 7662; CP No. 6672

UDIN: F007662B000362698

Place: Vadodara Date: 22.06.2020

This Report is to be read with our letter of even date which is annexed as Annexure and forms an integral part of this report.

Annexure to Secretarial Audit Report

To,

The Members,

SHRI DINESH MILLS LIMITED P.O. Box No. 2501, Padra Road Vadodara – 390 020

Dear Sirs,

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and the practices, we followed provided a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

For Kashyap Shah & Co. Practising Company Secretaries Sd/-(Kashyap Shah) Proprietor FCS No. 7662; CP No. 6672

UDIN: F007662B000362698

Place: Vadodara Date: 22.06.2020

EXTRACT OF ANNUAL RETURN

as at the Financial Year ended on 31st March, 2018

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

(i) Corporate Identification Number (CIN) L17110GJ1935PLC000494
(ii) Registration Date 01/07/1935
(iii) Name of the Company SHRI DINESH MILLS LIMITED
(iv) Category / Sub-Category of the Company Indian Non-Govt. Company
(v) Address of the Registered office and contact details P. B. No.2501, Padra Road, Vadodara – 390020
(vi) Whether Listed company Listed Public Company
(vii) Name, Address and Contact details of MCS SHARE TRANSFER AGENT LTD.
Registrar and Transfer Agent, if any 1st Floor, Neelam Apartment,
88, Sampatrao Colony, Above Chhapanbhog,
Alkapuri, Vadodara – 390 007

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY :

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sr. No. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the Company
1. Paper Makers Felt 13999 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sr. No. Name and Address of the Company CIN/GLN Holding / Subsidiary / Associate % of shares held Applicable Section
1 Dinesh Remedies Ltd. U24230GJ2005PLC045447 Subsidiary 55.52% Section 2(46)
Shri Dinesh Mills premises, Akota Road, Vadodara
2 Fernway Technologies Limited U17301GJ2017PLC099607 Subsidiary 100% Section 2(46)
Post Box No.
2501, Padra
Road, Vadodara
– 390020
3 Fernway Textiles Limited U17200GJ2017PLC099677 Subsidiary 100% Section 2(46)
Post Box No.
2501, Padra
Road, Vadodara
– 390020
4 Stellent Chemicals Industries Private Limited U24290GJ2019PTC110540 Subsidiary of Fernway Textiles Limited 100% Section 2(46)
Post Box No.
2501, Padra
Road, Vadodara
– 390020

IV. SHARE HOLDING PATTERN: (Equity Share Capital Breakup as percentage of Total Equity) (i) Category-wise shareholding

Category of Shareholders

No. of Shares held at the beginning of the year (1st April, 2019)

No. of Shares held at the end of the year (31st March, 2020)

Demat Physical Total % of Total Shar es Demat Physical Total s % of Total Shares % Change during the year
A.Promoters
(1) Indian
a) Individual/ HUF 2388372 0 2388372 45.93 2488372 0 2488372 46.95 1.02
b) Central Govt. 0 0 0 0 0 0 0 0 NIL
c) State Govt.(s) 0 0 0 0 0 0 0 0 NIL
d) Bodies Corporate 0 0 0 0 0 0 0 0 NIL
e) Banks / FI 0 0 0 0 0 0 0 0 NIL
0 0 0 0 0 0 0 0 NIL
f) Any other
Sub Total (A)
(1):- 2388372 0 2388372 45.93 2488372 0 2488372 46.95 1.02
(2) Foreign
a) NRIs- 0 0 0 0 0 0 0 0 NIL
Individuals
b). Others – 0 0 0 0 0 0 0 0 NIL
Individuals
c). Bodies 0 0 0 0 0 0 0 0 NIL
Corporate 0 0 0 0 0 0 0 0 NIL
d). Banks/FI
e). Any 0 0 0 0 0 0 0 0 NIL
Other.
Sub Total 0 0 0 0 0 0 0 0 NIL
(B)(2):-
Total shareholding of 2388372 0 2388372 45.93 2488372 0 2488372 46.95 1.02
Promoter (A)= (A)(1)+(A)(2)
B.Public
Shareholding
1. Institutions
a) Mutual Funds 0 10 10 0.00 0 10 10 0 NIL
b) Banks / FI 2770 990 3760 0.07 2770 990 3760 0 NIL
c) Central Govt. 0 0 0 0 NIL
d)State 0 0 0 0 0 0 0 0 NIL
Govt.(s)
e)Venture Capital 0 0 0 0 0 0 0 0 NIL
Funds
f) Insurance Companies 0 0 0 0 0 0 NIL
g) FIIs 0 0 0 0 0 0 0 0 NIL
h) Foreign NIL
Venture Capital 0 0 0 0 0 0 0 0
Funds
i) Others (specify) 0 0 0 0 0 0 0 0 NIL
Sub-total 2770 1000 3770 0.07 2770 1000 3770 0.07 NIL
B)(1):-
2.Non-
Institutions
a) Bodies
Corporate
i) Indian 104021 6020 110041 2.12 104552 6020 110572 2.08 -0.04
ii) Overseas 0 0 0 0 0 0 0 0 0
b) Individuals:
i) Individual shareholders holding nominal share capital upto Rs. 2/- Lakhs. 1317336 222590 1539926 29.61 1301584 196910 1498494 28.26 -1.33
ii) Individual shareholders holding nominal share capital in excess of Rs. 2/- Lakhs. 975030 0 975030 18.75 1010971 0 1010971 19.07 0.32
c) Others, (specify)
Non-Resident Indians 120323 350 120673 2.32 120363 350 120713 2.28 -0.04
Overseas
Corporate 0 0 0 0 0 0 0 0 NIL
Bodies
Foreign Nationals 0 0 0 0 0 0 0 0 NIL
Clearing Members 0 0 0 0 0 0 0 0 NIL
Trusts 0 0 0 0 0 0 0 0 NIL
Foreign Bodies - 0 0 0 0 0 0 0 0 NIL
D R IEPF 62770 0 62770 1.21 67690 0 67690 1.28 0.07
Sub-total 2579480 228960 2808440 54.00 2605160 203280 2808440 52.98 (1.02)
(B)(2):-
Total Public 2582250 229960 2812210 54.07 2607930 204280 2812210 53.05 (1.02)
Shareholding
(B)= (B)(1)+ (B)(2)
C.Shares held by Custodian for GDRs & ADRs 0 00 0 0 0 0 0 0 NIL
Grand Total 4970622 229960 5200582 100 5096302 204280 5300582 100 NIL
(A+B+C)

(ii) Shareholding of Promoters:

Sr. No. Shareholders Name Shareholding at the beginning of the year (i.e. 1st April, 2019) Shareholding at the end of the year (i.e. 31st March, 2020)
No. of Shares % of total Shares of the company % of Shares Pledged / encumber ed to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumber ed to total shares % change in share holding during the year
1 Shri Bharatbhai Upendrabhai Patel 695088 13.37 NIL 720088 13.59 NIL 0.22
2 Shri Nimishbhai Upendrabhai Patel 668852 12.86 NIL 693852 13.09 NIL 0.23
3 Mrs. Jemika Karna Parikh 21160 0.40 NIL 21160 0.40 NIL NIL
4 Shri Aditya B. Patel 392443 7.55 NIL 417443 7.88 NIL 0.33
5 Smt. Roopaben Bharatbhai Patel 54554 1.05 NIL 54554 1.03 NIL -0.02
6 Smt. Arushaben Nimishbhai Patel 83085 1.60 NIL 83085 1.57 NIL -0.03
7 Smt. Minal Shekhar Desai 34640 0.67 NIL 34640 0.65 NIL -0.02
8 Smt. Ranak Kamlesh Lashkari 34060 0.65 NIL 34060 0.64 NIL -0.01
9 Shri Nishank Nimishbhai Patel 404490 7.78 NIL 429490 8.10 NIL 0.32

(iii) Change in Promoters Shareholding (please specify, if there is no change)

Shareholding at the beginning of the year (1st April, 2019)

Cumulative Shareholding the Year
No. of shares % of total shares of the company No. of shares during % of total shares of the company
1 At the beginning of the year (1st April, 2019) 2388372 45.93% 2388372 45.93%
Date wise Increase / Decrease in Promoters Share
2 holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.) 100000 1.02 100000 1.02
Allotment of 100000 equity shares upon conversion of
100000 warrants on 10-08-2019 (2nd Tranche).
3 At the end of the year (31st March, 2020) 2488372 46.95% 2388372 46.95%

(iv) Shareholding Pattern of top 10 shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)

Sr. No. For each of Top 10 Shareholders

Shareholding at the beginning of the year (i.e. 01.04.2019)

Shareholding at the Ending of the year (i.e. 31.03.2020)

No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
Sharad Kanayalal shah
1 Varsha Sharad Shah 231205 4.45 234004 4.41
Dipak Kanayalal Shah
2 Pranav Kumarpal Parekh 93054 1.79 93054 1.78
Sanjeev Vinodchandra Parekh
3 Vinodchandra Mansukhlal Parekh 90721 1.74 90721 1.71
Sanjeev Vinodchandra Parekh
Dipak Kanayalal shah
4 Mita Dipak Shah 70050 1.35 89520 1.69
Sharad Kanayalal Shah
5 Preeti Anand Patel 76750 1.48 76750 1.45
6 Muktilal Ganulal Paldiwal 74604 1.43 74604 1.41
Taradevi Muktilal Paldiwal
Varsha Sharad Shah
7 Sharad Kanayalal Shah 64466 1.24 64466 1.21
Dipak Kanayalal Shah
Varsha Sharad Shah
8 Sharad Kanayalal Shah 50690 0.97 59682 1.69
Dipak Kanayalal Shah
Jigna Kanayalal Shah
9 Sharad Kanayalal Shah 51336 0.99 51336 0.97
Dipak Kanayalal Shah
10 Vinodchandra Mansukhlal Parekh 46328 0.89 46328 0.87

(v) Shareholding of Directors and Key Managerial Personnel:

Sr. Shareholding of each Directors and No. each Key Managerial Personnel Shareholding at the beginning of the year No. of shares % of total shares of the Company Cumulative Shareholding during the year No. of shares % of total shares of the Company
At the beginning of the year (01/04/2019)
(1) Shri B U Patel (CMD–KMP) = 695088 shares*
(2) Shri N U Patel = 668852 shares*
(3) Shri J. B. Sojitra = 2711 shares
(4) Shri T. M. Patel = 1020 shares 1367771 26.30% - -
(5) Shri Rakesh Agrawal = 100 Shares
(6) Mrs. Tarunaben Patel = NIL
(7) Shri Sanjiv Shah = NIL
(8) Shri J B Sojitra = 2711 shares
(CS–KMP)
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc.). 52700 0.99% - -
(1) Shri B U Patel (CMD–KMP) = 25000 shares allotted on 10-08-2019
(2) Shri N U Patel = 25000 shares allotted on 10-08-2019
(3) Shri J B Sojitra = 2700 shares sold during the year .
At the end of the year (31/03/2020)
(1) Shri B U Patel (CMD–KMP) = 720088 shares*
(2) Shri N U Patel = 693852 shares*
(3) Shri J. B. Sojitra = 11 shares
(4) Shri T. M. Patel = 1020 shares 1415071 26.70% - -
(5) Shri Rakesh Agrawal = 100 Shares
(6) Mrs. Tarunaben Patel = NIL
(7) Shri Sanjiv Shah = NIL
(8) Shri J B Sojitra = 11 shares (CS–KMP)

* increased due to Allotment of equity shares upon conversion of warrants on 10-08-2019 (2 Tranche).

V. INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year (i.e. 01/04/2019)
i) Principal Amount 19848041 0 45000 19893041
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i + ii + iii) 19848041 0 45000 19893041
Change in Indebtedness during the financial year (2019 – 2020)
* Addition 0 0 0 0
* Reduction 1,98,48,041.00 0 0 19848041
Net Change (19848041) 0 0 (19848041)
Indebtedness at the end of the financial year (i.e. 31/03/2020)
i) Principal Amount 0 0 45000 45000
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i + ii + iii) 0 0 45000 45000

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Name of MD/WTD/Manager/KMP

Total Amount
Sr. No.Particulars of Remuneration Shri B U Patel (CMD) Shri N U Patel (MD) Shri J B Sojitra (E.D. & C.S.) (Rs.)
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 104,88,000/- 104,88,000/- 20,41,881/- 2,30,17,881/-
(b) Value of perquisites u/s 17(2) of Income-tax Act, 1961 5,52,000/- 5,52,000/- 42,000/- 11,46,000/-
(c) Profits in lieu of salary under section NIL NIL NIL NIL
17(3) of Income- tax Act, 1961
2 Stock Option NIL NIL NIL NIL
3 Sweat Equity NIL NIL NIL NIL
4 Commission NIL NIL NIL NIL
- as % of profit
- others, specify
5 Others, please specify NIL NIL NIL NIL
Total (A) 1,10,40,000/- 1,10,40,000/- 20,83,881/- 2,41,63,881/-
Ceiling as per the Act

As per Schedule V to the Companies Act, 2013

 

B. Remuneration to other Directors

Name of Directors

Total Amount
Sr. No. Particulars of Remuneration (Rs.)
SMS TMP RA TPP
1 Independent Directors Fee for attending board & committee meetings 114000 141000 141000 57000 453000
Commission NIL NIL NIL NIL NIL
Others, please specify NIL NIL NIL NIL NIL
Total (1) 114000 141000 141000 57000 453000
2 Other Non-Executive Directors Fee for attending board & committee meetings NIL NIL NIL NIL NIL
Commission NIL NIL NIL NIL NIL
Others, please specify NIL NIL NIL NIL NIL
Total (2) NIL NIL NIL NIL NIL
Total (B)=(1+2) 114000 141000 141000 57000 453000
Total Managerial

Rs. 2,46,16,881/-

Remuneration (A+B)
Overall Ceiling as per the Act

As per Schedule V to the Companies Act, 2013 & Rules

 

Remuneration to Key Managerial Personnel other than MD /Manager / WTD during the financial year 2018 – 2019

Sr No.. Particulars of Remuneration

Key Managerial Personnel

CEO CS CFO Total
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 NIL 1086006 1086006
(b) Value of perquisites u/s 17(2) of Income- tax Act, 1961 NIL 33600 33600
(c) Profits in lieu of salary under section NIL NIL NIL
17(3) of Income-tax Act, 1961
2 Stock Option NIL NIL NIL
3 Sweat Equity NIL NIL NIL
4 Commission NIL NIL NIL
- as % of profit hereinabove
- others, specify
5 Others, please specify NIL NIL NIL
Total NIL As per the details given at Sr. VI 1119906 1119906

 

CEO: Chief Executive Officer, CS: Company Secretary, CFO: Chief Financial Officer

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Appeal made,

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] if any Details) (give
A. COMPANY
Penalty N.A. None None None None
Punishment N.A. None None None None
Compounding N.A. None None None None
B. DIRECTORS
Penalty N.A. None None None None
Punishment N.A. None None None None
Compounding N.A. None None None None
C. OTHER OFFICERS IN DEFAULT
Penalty N.A. None None None None
Punishment N.A. None None None None
Compounding N.A. None None None None

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS,

Sd/-

BHARAT PATEL CHAIRMAN

Place: Vadodara Date: 30th June, 2020