Mar 31, 2018
1. INTRODUCTION
Your Directors are elated in presenting the 38th Annual Report of the Company along with the Audited Statement of Accounts for the year ended as on 31st March, 2018.
2. FINANCIAL RESULTS
(Amount in Rs)
Particulars |
Current Financial Year (2017-2018) |
Previous Financial Year (2016-2017) |
Net Profit Before Depreciation and Tax |
3,78,273 |
8,94,171 |
Depreciation |
NIL |
NIL |
Profit before Tax |
3,78,273 |
8,94,171 |
Provision for Tax |
97,425 |
2,74,800 |
Profit after Tax |
2,80,848 |
6,19,371 |
Less:- Income Tax - Earlier Years |
1,499 |
7,887 |
Balance Brought forward |
(17,820,209) |
(18,431,693) |
Balance carried to Balance Sheet |
(17,540,860) |
(17,820,209) |
3. BUSINESS OVERVIEW
Due to adverse market situations, the Net Profit after Tax of the Company has declined from Rs. 6,19,371/- to Rs. 2,80,848/-.The Companyâs policy of management has provided cushion effect to the adversities of the market on the performance of Company. The Board of Directors look towards the future performance with a positive approach.
4. DIVIDEND
Your Directors feel that it is prudent to plough back the profits for future growth of the Company and with a view to conserve the resources, they do not recommend any dividend for the year ended 31st March, 2018.
5. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable.
6. STATUTORY AUDITORS
M/s K C Shrimanker and Associates, Chartered Accountants, retire as the Statutory Auditors of the company at the conclusion of the ensuing Annual General Meeting. M/s.Krina Vora & Associates, Chartered Accountants, and Statutory Auditors of the Company have expressed their inability & unwillingness to accept the office in accordance with the provisions of Section 139 of the Companies Act, 2013. Accordingly, the Board of directors of the Company subject to the recommendation of the Audit Committee have proposed the appointment of M/s.Krina Vora & Associates, Chartered Accountants as Statutory Auditors of the Company, and who shall hold office from the conclusion of 38th Annual General Meeting till the conclusion of 43rd Annual General Meeting (subject to ratification by the members at every Annual General Meeting) and to fix their remuneration thereof. M/s.Krina Vora & Associates, Chartered Accountants have given their consent and eligibility to act as Statutory Auditors of the Company. The board recommends the proposed resolution with respect to appointment of M/s.Krina Vora & Associates, Chartered Accountants, as Statutory Auditors of the Company for your approval as a Ordinary Resolution.
7. SECRETARIAL AUDITORS
Mr. Jinendra Kumar Jain, Practicing Company, have been appointed in the Board Meeting held on 05th Sept, 2018 as the Secretarial Auditor of the Company u/s 204 of the Companies Act, 2013 to conduct Secretarial Audit of the matters of the Company and report thereof. The Secretarial Auditorâs Report has been annexed to the Board Report under Annexure IV.
8. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There was no qualification, reservation or adverse remark made by the Auditors in their report.
The explanations made by the Board relating to the qualifications, reservations, adverse remarks made by the Practicing Company Secretary in his Secretarial Audit Report are furnished as under:
1. The Company has been inviting the applications for the post of Company Secretary in whole time employment of the Company by issuing classifieds in the newspapers. However, the Company has failed to receive application from a suitable candidate for the aforementioned responsibilities.
2. The Company has failed to submit the intimations and disclosures with the stock exchange within stipulated time frame due to inadvertent error. Further, the Company will make sure that all the required disclosures and intimations will be intimated to the stock exchange
3. The website of the Company has not been updated due to technical reasons. However, the Company is in the process of updating the website.
4. The Company has failed to comply with the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 due to genuine oversight on the part of the Company. However, the Company has proposed to comply with the same.
5. The Company has failed to comply with publication of financial results in newspaper due to genuine oversight on the part of the Company. However, the Company has proposed to comply with the same.
9. DIRECTORS
During the year there is no change in Directors Categorized in company.
10. DECLARATION BY THE INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
11. BOARD MEETINGS
During the financial year under review, the Board of Directors met four Times. i.e 30th May, 2017;04th September 2017, 11th November, 2017; 12th February, 2018
12. COMPANYâS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.
13. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.
14. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment. The following is a summary of sexual harassment complaints received and disposed off during the year 2017-18. No of complaints received: Nil No of complaints disposed off: Nil
15. DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your Directors state that:
a. In the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;
b. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 as at 31st March, 2018 and of its Profit for the year ended on that date;
c. They 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; and
d. They have prepared the annual accounts for the year ended 31st March, 2018 on a âgoing concernâ basis; and
e. They have prepared the annual accounts for the year ended 31st March, 2018 on a âgoing concernâ basis; and
f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
There was no loan given or guarantee given or investment made or security provided pursuant to Section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable.
17. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES.
It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the companies act, 2013 is not required.
18. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report.
19. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:
The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are not required to be furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.
20. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
The Company has developed & implemented Risk Management Policy. However, Company has not come across any element of risk which may threaten the existence of the Company.
21. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATION IN FUTURE
There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.
22. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES, 2014:
The Company has an adequate Internal financial control system, commensurate with the size of its business operations.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIESMADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013
There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.
24. EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in âMGT-9â.
25. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members; a. Mr. Manoj Shashikant Dave b. Mr. Mahesh kumar Mannalal Sharma c. Mrs. VarshaDangi The above composition of the Audit Committee consists of independent Directors viz., Mr. Manoj Shashikant Dave and Mr. Mahesh kumar Mannalal Sharma who form the majority. The Company has established a vigil mechanism and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of employees and the directors of the Company.
26. CORPORATE GOVERNANCE:
Your Company is committed to adopting the best Corporate Governance practices. It believes that proper corporate governance is not just a regulatory compliance nut also a facilitator for enhancement of stakeholderâs value. Reports on Corporate Governance and Management Discussions & Analysis are annexed and form part of this report.
27. APPRECIATION AND ACKNOWLEDGEMENT
The Board of Directors wish to place on record their appreciation for the co-operation and support of the Companyâs Bankers, its valued customers, employees and all other intermediaries concerned with the Companyâs business.
Your directors are grateful towards all members for supporting and sustaining us during the intricate days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.
By Order of the Board of Directors
For Dhanleela Investments And Trading Co Ltd.
Sd/-
Place: Mumbai VipulDangi
Date: 05th Sept 2018 (Managing Director)
Mar 31, 2016
1. INTRODUCTION
The Directors are elated in presenting the 36th Annual Report of the Company along with the Audited Statement of Accounts for the year ended as on 31st March, 2016.
2. FINANCIAL RESULTS
(Amount in Rs)
Particulars |
Current Financial Year (2015-2016) |
Previous Financial Year (2014-2015) |
Net Profit Before Depreciation and Tax |
1,634,422 |
1,802,396 |
Depreciation |
NIL |
NIL |
Profit before Tax |
1,634,422 |
1,802,396 |
Provision for Tax |
516,380 |
553,944 |
Profit after Tax |
1,118,042 |
1,248,452 |
Less:- Income Tax - Earlier Years |
2,815 |
118,563 |
Balance Brought forward |
(19,546,919) |
(20,676,808) |
Balance carried to Balance Sheet |
(18,431,693) |
(19,546,919) |
3. BUSINESS OVERVIEW
Due to adverse market situations, the Net Profit after Tax of the Company has declined from Rs. 12,48,452/- to Rs. 11,18,042/-. The Companyâs policy of management has provided cushion effect to the adversities of the market on the performance of Company. The Board of Directors look towards the future performance with a positive approach.
4. DIVIDEND
Your Directors feel that it is prudent to plough back the profits for future growth of the Company and with a view to conserve the resources, they do not recommend any dividend for the year ended 31st March, 2016.
5. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable.
6. STATUTORY AUDITORS
M/s. Manisha& Co, Chartered Accountants, retire as the Statutory Auditors of the company at the conclusion of the ensuing Annual General Meeting. M/s. Manisha& Co, Chartered Accountants, and Statutory Auditors of the Company have expressed their inability &unwillingness to accept the office in accordance with the provisions of Section 139 of the Companies Act, 2013. Accordingly, the Board of directors of the Company subject to the recommendation of the Audit Committee have proposed the appointment of M/s K C Shrimanker and Associates, Chartered Accountants as
Statutory Auditors of the Company, and who shall hold office from the conclusion of 36th Annual General Meeting till the conclusion of 41st Annual General Meeting (subject to ratification by the members at every Annual General Meeting) and to fix their remuneration thereof. M/s K C Shrimanker and Associates, Chartered Accountants have given their consent and eligibility to act as Statutory Auditors of the Company.
The board recommends the proposed resolution with respect to appointment of M/s K C Shrimanker and Associates, Chartered Accountants, as Statutory Auditors of the Company for your approval as a Ordinary Resolution.
7. SECRETARIAL AUDITORS
M/s. H V Gor& Co, Practicing Company Secretaries have been appointed in the Board Meeting held on 26th May, 2016 as the Secretarial Auditor of the Company u/s 204 of the Companies Act, 2013 to conduct Secretarial Audit of the matters of the Company and report thereof. The Secretarial Auditorâs Report has been annexed to the Board Report under Annexure IV.
8. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There was no qualification, reservation or adverse remark made by the Auditors in their report.
The explanations made by the Board relating to the qualifications, reservations, adverse remarks made by the Practicing Company Secretary in his Secretarial Audit Report are furnished as under:
Secretarial Auditorâs Comment:
1. Pursuant to Section 203 (1)(b) & (c) of the Companies Act, 2013 read with Rule 8 and Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has failed to appoint a Company Secretary in whole time employment of the Company.
Explanation:
1. The Company has been inviting the applications for the post of Company Secretary in whole time employment of the Company by issuing classifieds in the newspapers. However, the Company has failed to receive application from a suitable candidate for the aforementioned responsibilities.
Secretarial Auditorâs Comment:
2. Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 the Company has failed to appoint Internal Auditor for the Financial Year 2015-16.
Explanation:
2. Although the appointment of Internal Auditor is mandatory, the Board of Directors of the Company are of the opinion that looking at the size of the company and its business operations, the Statutory Auditors appointed by the Company have devised proper systems for internal financial control and to ensure compliance with the provisions of all the applicable laws, and that such systems are adequate and are operating effectively.
Secretarial Auditorâs Comment:
3. The Company has filed certain intimations to the Stock Exchange under the Listing Agreement read with SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, related to Outcome of Board meetings after stipulated time period.
Explanation:
3. Due to inadvertent error the Company has failed to submit the intimations and disclosures with the stock exchange within stipulated time frame. However, the Company has made sure that all the required disclosures and intimations has been delivered to the stock exchange.
Secretarial Auditorâs Comment:
4. The Shareholding Holding Pattern for the quarter ended on 31st March, 2016, as per Regulation 31(1)(b)of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 was filed beyond the stipulated time period with the Stock Exchange.
Explanation:
4. Due to inadvertent error the Company has failed to submit the Shareholding Pattern with the stock exchange within stipulated time frame. However, the Company has made sure that all the required disclosures and intimations has been delivered to the stock exchange.
Secretarial Auditorâs Comment:
5. The Company is in process of updating of its website with documents required to be uploaded thereon as per the provisions of the Companies Act, 2013 and Listing Agreement read with SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.
Explanation:
5. The website of the Company has not been updated due to technical reasons. However, the Company is in the process of updating the website
Secretarial Auditorâs Comment:
6. The Company is not in compliance with Clause 41 (III) (b) of the Listing Agreement for the period 1st April, 2015 to 30th November, 2015 and Regulation 47 (1)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the period 1st December, 2015 to 31st March, 2016, related to publication of Notice of Board Meeting in news papers.
Explanation:
6. The Company has failed to comply with the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 due to genuine oversight on the part of the Company. However, the Company has proposed to comply with the same from this financial year.
Secretarial Auditorâs Comment:
7. The Company is not in compliance with Clause 41(IV)(a) of the Listing Agreement for the period 1st April 2015 to 30th November, 2015 and Regulation 47(1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, for the period 1st December, 2015 to 31st March, 2016, related publication of Financial Results in news papers.
Explanation:
7. The Company has failed to comply with the Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 due to genuine oversight on the part of the Company. However, the Company has proposed to comply with the same.
Secretarial Auditorâs Comment:
8. Composition of Nomination and Remuneration Committee is not as per the provisions of the Companies Act, 2013 and the Listing Agreement entered into with the Stock Exchange read with SEBI (Listing of Obligations and Disclosure Requirements) Regulations, 2015.
Explanation:
8. The Company has failed to effect the appointment of the Independent Directors due to genuine oversight on the part of the Company. However, the Company has proposed to appoint Additional Independent Director to meet with the desired composition of the Nomination & Remuneration Committee as per the provisions of the Companies Act, 2013 and the Listing Agreement entered into with the Stock Exchange read with SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015.
9. DIRECTORS
Mr. AvinashKhire (DIN: 02399448) and Mr. PramodBajrangHarlalka (DIN:06577031) have resigned from the board due to pre-occupancies. The Board of Directors of the company accepted their resignation and relieved them from their responsibilities towards the Company with effect from 28th December,2015 and 26th February, 2016 respectively.
Mr. ManojShashikant Dave (DIN: 07376154) and Mr. MaheshkumarMannalal Sharma (DIN:07451899) were appointed as Additional Directors Categorized as Independent Directors of the Company under Section 149 read with Section 161 of the Companies Act, 2013 on 28th December, 2015 and 26th February, 2016 respectively.
10. DECLARATION BY THE INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
11. BOARD MEETINGS
During the financial year under review, the Board of Directors met Eight Times.
12. COMPANYâS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.
13. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.
14. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.
The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16.
No of complaints received: Nil
No of complaints disposed off: Nil
15. DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your Directors state that:
a. In the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;
b. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 as at 31st March, 2016 and of its Profit for the year ended on that date;
c. They 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; and
d. They have prepared the annual accounts for the year ended 31st March, 2016 on a âgoing concernâ basis; and
e. They have prepared the annual accounts for the year ended 31st March, 2016 on a âgoing concernâ basis; and
f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
There was no loan given or guarantee given or investment made or security provided pursuant to Section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable.
17. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES.
It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the companies act, 2013 is not required.
18. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report.
19. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:
The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are not required to be furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.
20. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
The Company has developed & implemented Risk Management Policy. However, Company has not come across any element of risk which may threaten the existence of the Company.
21. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATION IN FUTURE
There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.
22. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES, 2014:
The Company has an adequate Internal financial control system, commensurate with the size of its business operations.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIESMADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013
There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.
24. EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in âMGT-9â.
25. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members;
a. Mr. ManojShashikant Dave
b. Mr. MaheshkumarMannalal Sharma
c. Mrs. VarshaDangi
The above composition of the Audit Committee consists of independent Directors viz., Mr. ManojShashikant Dave and Mr. MaheshkumarMannalal Sharma who form the majority.
The Company has established a vigil mechanism and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of employees and the directors of the Company.
26. CORPORATE GOVERNANCE:
Your Company is committed to adopting the best Corporate Governance practices. It believes that proper corporate governance is not just a regulatory compliance nut also a facilitator for enhancement of stakeholderâs value. Reports on Corporate Governance and Management Discussions & Analysis are annexed and form part of this report.
27. APPRECIATION AND ACKNOWLEDGEMENT
The Board of Directors wish to place on record their appreciation for the co-operation and support of the Companyâs Bankers, its valued customers, employees and all other intermediaries concerned with the Companyâs business.
Your directors are grateful towards all members for supporting and sustaining us during the intricate days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.
By Order of the Board of Directors
For Dhanleela Investments And Trading Co Ltd.
Sd/-
Place: Mumbai VipulDangi
Date: 30th August2016 (Managing Director
Mar 31, 2015
1. INTRODUCTION
Your Directors are elated in presenting the 35th Annual Report of the
Company along with the Audited Statement of Accounts for the year ended
as on 31st March, 2015. The Annual report presented to you pertains to
financial year before April 2015 so the contents within are governed by
the relevant provisions/schedules/rules of the Companies Act, 2013, in
compliance with General Circular No. 08/2014 dated 4 April 2014 issued
by the Ministry of Corporate Affairs.
2. FINANCIAL RESULTS
(Amount in Rs)
Particulars Current Financial
Year Previous Financial
Year
(2014-2015) (2013-2014)
Net Profit Before
Depreciation 1,802,396 5,984,862
and Tax
Depreciation NIL NIL
Profit before Tax 1,802,396 5,984,862
Provision for Tax 553,944 1,775,641
Profit after Tax 1,248,452 4,209,222
Less:- Income Tax -
Earlier Years 118563 13,91,595
Balance Brought forward (20,676,808) (23,494,434)
Balance carried to Balance
Sheet (19,546,919) (20,676,808)
3. BUSINESS OVERVIEW
Due to adverse market situations, the Net Profit of the Company has
declined from Rs. 59,84,862/- to Rs. 18,02,396/-. The Company's policy
of management has provided cushion effect to the adversities of the
market on the performance of Company. The Board of Directors look
towards the future performance with a positive approach.
4. DIVIDEND
Your Directors feel that it is prudent to plough back the profits for
future growth of the Company and with a view to conserve the resources,
they do not recommend any dividend for the year ended 31st March, 2015.
5. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the provisions of Section 135 of the
Companies Act, 2013 are not applicable.
6. STATUTORY AUDITORS
M/s. Manisha & Co, Chartered Accountants, Mumbai were appointed as the
Statutory Auditors of the company last year 2014, for five consecutive
years, subject to ratification at every Annual General Meeting.
Accordingly, their appointment is proposed to be ratified in the
ensuing AGM. They have given their eligibility & consent for the
proposed ratification.
7. SECRETARIAL AUDITORS
M/s. H V Gor & Co, Practicing Company Secretaries have been appointed
in the Board Meeting held on 30th March, 2015 as the Secretarial
Auditor of the Company u/s 204 of the Companies Act, 2013 to conduct
Secretarial Audit of the matters of the Company and report thereof. The
Secretarial Auditor's Report has been annexed to the Board Report under
Annexure IV.
8. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS
There was no qualification, reservation or adverse remark made by the
Auditors in their report. The explanations made by the Board relating
to the qualifications, reservations, adverse remarks made by the
Practicing Company Secretary in his Secretarial Audit
Report are furnished as under:
1. The Company has been inviting the applications for the post of
Company Secretary in whole time employment of the Company by issuing
classifieds in the newspapers. However, the Company has failed to
receive application from a suitable candidate for the aforementioned
responsibilities.
9. DIRECTORS
There was no change in the Board of Directors of the Company during the
financial year under review.
10. DECLARATION BY THE INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfill all the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of the Companies Act,
2013 and the relevant rules.
11. BOARD MEETINGS
During the financial year under review, the Board of Directors met Five
Times.
12. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
The provisions of Section 178(1) relating to constitution of Nomination
and Remuneration Committee are not applicable to the Company and hence
the Company has not devised any policy relating to appointment of
Directors, payment of Managerial remuneration, Directors
qualifications, positive attributes, independence of Directors and
other related matters as provided under Section 178(3) of the Companies
Act, 2013.
13. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT &
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The Company has not appointed any employee(s) in receipt of
remuneration exceeding the limits specified under Rule 5 (2) of
Companies (Appointment & Remuneration of Managerial Personnel) Rules,
2014.
14. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has duly set up an Internal Complaints Committee (ICC) in
line with the requirements of The Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal ) Act, 2013, to redress
complaints received regarding sexual harassment.
The following is a summary of sexual harassment complaints received and
disposed off during the year 2014-15.
No of complaints received : Nil
No of complaints disposed off : Nil
15. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the
Companies Act, 2013, your Directors state that:
a. In the preparation of the annual accounts, the applicable
accounting standards have been followed with proper explanation
relating to material departures, if any;
b. They have, in the selection of the accounting policies, consulted
the Statutory Auditors and have 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 as at 31st
March, 2015 and of its Profit for the year ended on that date;
c. They 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; and
d. They have prepared the annual accounts for the year ended 31st
March, 2015 on a 'going concern' basis; and
e. They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
There was no loan given or guarantee given or investment made or
security provided pursuant to Section 186 of the Companies Act, 2013
during the year under review and hence the said provisions are not
applicable.
17. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES.
It is not proposed to carry any amount to any reserves from the profits
of the Company. Hence, disclosure under Section 134 (3) (j) of the
companies act, 2013 is not required.
18. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
this financial statement relate on the date of this report.
19. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:
The particulars as required under the provisions of Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 in respect of conservation of energy and
technology absorption are not required to be furnished considering the
nature of activities undertaken by the Company during the year under
review. Further during the year under review, the Company has neither
earned nor used any foreign exchange.
20. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT
The Company has developed & implemented Risk Management Policy.
However, Company has not come across any element of risk which may
threaten the existence of the Company.
21. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS /
COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATION IN FUTURE
There are no significant material orders passed by the Regulators /
Courts / Tribunal which would impact the going concern status of the
Company and its future operations. Hence, disclosure pursuant to Rule 8
(5) (vii) of Companies (Accounts) Rules, 2014 is not required.
22. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF
COMPANIES (ACCOUNTS) RULES, 2014:
The Company has an adequate Internal financial control system,
commensurate with the size of its business operations.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013
There was no contract or arrangements made with related parties as
defined under Section 188 of the Companies Act, 2013 during the year
under review.
24. EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and administration)
Rules, 2014 is furnished in "MGT-9".
25. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
MECHANISM
The Audit Committee consists of the following members;
a. Mr. Avinash Khire
b. Mr. Pramod Harlalka
c. Mrs. Varsha Dangi
The above composition of the Audit Committee consists of independent
Directors viz., Mr. Avinash Khire and Mr. Pramod Harlalka who form the
majority.
The Company has established a vigil mechanism and overseas through the
committee, the genuine concerns expressed by the employees and other
Directors. The Company has also provided adequate safeguards against
victimization of employees and Directors who express their concerns.
The Company has also provided direct access to the chairman of the
Audit Committee on reporting issues concerning the interests of co
employees and the Company.
26. CORPORATE GOVERNANCE:
Your Company is committed to adopting the best Corporate Governance
practices. It believes that proper corporate governance is not just a
regulatory compliance nut also a facilitator for enhancement of
stakeholder's value. Reports on Corporate Governance and Management
Discussions & Analysis are annexed and form part of this report.
27. APPRECIATION AND ACKNOWLEDGEMENT
The Board of Directors wish to place on record their appreciation for
the co-operation and support of the Company's Bankers, its valued
customers, employees and all other intermediaries concerned with the
Company's business.
Your directors are grateful towards all members for supporting and
sustaining us during the intricate days. We look forward to your
continued support and reiterate that we are determined to ensure that
the plans are successfully implemented.
By Order of the Board of Directors
For Dhanleela investments And
Trading Co Ltd.
Sd/-
Place: Mumbai Vipul Dangi
Date : 2nd September 2015 (Managing Director)
Mar 31, 2014
INTRODUCTION
The Directors are elated in presenting the 34th Annual Report of the
Company along with the Audited Statement of Accounts for the year ended
as on 31st March, 2014. The Annual report presented to you pertains to
financial year before April 2014 so the contents within are governed by
the relevant provisions/schedules/rules of the Companies Act, 1956, in
compliance with General Circular No. 08/2014 dated 4 April 2014 issued
by the Ministry of Corporate Affairs. The provisions of the Companies
Act, 2013 will become applicable for all disclosures required under the
Act for the year 2014-15 and subsequent years.
FINANCIAL RESULTS:
(Amount in Rs)
Particulars Current Financial Year Previous Financial
(2013-2014) Year (2012-2013)
Net Profit/(Loss)Before 5,984,862 3,765,938
Depreciation and Tax
Depreciation NIL NIL
Profit /(Loss) before Tax 5,984,862 3,765,938
Provision for Tax 1,775,641 6,04,891
Profit/ (loss) after Tax 4,209,222 3,161,047
Prior Period Adjustments 13,91,595 NIL
Balance Brought forward (23,494,434) (26,655,481)
Balance carried to
Balance Sheet (20,676,808) (23,494,434)
BUSINESS OVERVIEW:
It gives the Company and its Board an immense pleasure to announce that
this year the Company has grown financially as the net profit of the
Company has increased to Rs. 42, 09,222/- from Rs.31,61,047/- during
previous year. The Board of Directors looks forward for higher growth
in coming years.
DIVIDEND:
Your Directors feel that it is prudent to plough back the profits for
future growth of the Company and with a view to conserve the resources,
they do not recommend any dividend for the year ended 31st March, 2014.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956,
your Directors hereby confirm that:
1. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
2. That the Directors have 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 as at 31st March, 2014 and of the profit or
loss of the Company for that period.
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
4. The Directors have prepared the annual accounts on a going concern
basis.
BOARD OF DIRECTORS:
In accordance to the Companies Act 2013, the Board Of Director have
identified and re- appointed Mr. Vipul Dangi as Managing Director and
CEO and Mrs. Varsha Dangi as Chairperson and CFO. Appointment of Mrs.
Varsha Dangi as Chairperson and CFO also fulfills the requirement of
having a woman Director on the Board of Directors under the proviso of
section 149(1) of the Companies Act, 2013. Mr. Vipul Dangi and Mrs.
Varsha Dangi will be treated as Key Managerial personnel in the
Company. There wasn''t any large amount of change in the Board of
Directors in the financial year 2013-2014. Also in accordance to the
Companies Act 2013 and recently amended Clause 49 of the Listing
agreement the Company intends to reappoint Mr. Avinash Khire and Mr.
Pramod Bajranglal Harlalka as Independent Directors of the Company.
RECONSTITUTION OF BOARD AS PER NEW COMPANIES ACT 2013:
In accordance with the provisions of the Companies Act 2013 the Board
Of Director allotted the KMP positions to Mr. Vipul Dangi and Mrs.
Varsha Dangi as Chief Executive officer and Managing Director and Chief
Financial officer and Chairperson respectively subject to approval of
the shareholders. The following table shows a clear view about the
reconstitution of the Board.
Name of the Director Position KMP position held
Vipul Dangi Managing Director Chief executive officer
Varsha Dangi Chairperson Chief Financial officer
Avinash Khire Independent -
Pramodkumar
Bajranglal Independent -
Harlalka
ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:
The particulars as required under the provisions of Section 217(1)(e)
of the Companies Act, 1956 in respect of conservation of energy and
technology absorption are not required to be furnished considering the
nature of activities undertaken by the Company during the year under
review. Further during the year under review, the Company has neither
earned nor used any foreign exchange.
PARTICULARS OF EMPLOYERS:
As there is no employee covered under the provisions of Section 217
(2A) of the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975, information relating thereto are not given
forming part of this report.
CORPORATE GOVERNANCE:
Your Company is committed to adopting the best Corporate Governance
practices. It believes that proper coporate governance is not just a
regulatory compliance nut also a facilitator for enhancement of
stakeholder''s value. Reports on Corporate Governance and Management
Discussions & Analysis are annexed and form part of this report.
STATUTORY AUDITORS:
M/s Paras Shah & Co, Chartered Accountants, retire as statutory
Auditors of Company at the conclusion of the ensuring Annual General
Meeting (AGM) and have expressed their willingness to continue as the
Statutory Auditors of the Company. Your directors propose to re-appoint
M/s Paras Shah & Co as Chartered Accountants for a term of 4 years
pursuant to section with 139 of the Companies Act 2013.
The Auditors have expressed their eagerness to act as the Statutory
Auditor and have placed their intimation letter in front of the Board.
Also a certificate under Rule 4 of the Companies (Audit and Auditors)
Rules, 2014 has been received from the Auditors to the effect that the
Auditor is eligible for appointment and is not disqualified for
appointment under the Act, the Chartered Accountants Act, 1949 and the
rules or regulations made there under and proposed appointment is
within the limits laid down by or under the authority of the Act.
FIXED DEPOSITS:
Your Company has not accepted Public Deposits during the financial year
under review.
AUDITOR''S QUALIFICATIONS:
The Auditors of the Company have not qualified their report and there
are no observations and suggestions made by the Auditors in their
report and therefore do not call for any further comments under section
217(3) of the Companies Act, 1956.
APPRECIATION:
The Board of Directors wish to place on record their appreciation for
the co-operation and support of the Company''s Bankers, its valued
customers, employees and all other intermediaries concerned with the
Company''s business.
Your directors are grateful towards all members for supporting and
sustaining us during the intricate days. We look forward to your
continued support and reiterate that we are determined to ensure that
the plans are successfully implemented.
By Order of the Board of Directors
For Dhanleela investments And
Trading Co Ltd.
Sd/-
Place: Mumbai Vipul Dangi
Date: 12th August 2014 (Chairman & Managing Director)
Mar 31, 2013
Dear Shareholders,
The Directors have pleasure in presenting the 33rd Annual Report of the
Company along with the Audited Statement of Accounts for the year ended
as on 31st March, 2013.
FINANCIAL RESULTS:
Particulars Current Financial Year Previous Financial
(2012-2013) Year (2011-2012)
NetProfit/(Loss)Before
Depreciation and Tax 3,765,938 (483,077)
Depreciation Nil Nil
Profit /(Loss) before Tax 3,765,938 (483,077)
Provision for Tax 6,04,891 (131)
Profit/ (loss) after Tax 3,161,047 (482,946)
Prior Period Adjustments Nil Nil
Balance Brought forward (26,655,481) (23,188,152)
Transfer From General Reserve 23,494,434 Nil
Balance carried to Balance Sheet Nil (26,655,481)
BUSINESS OVERVIEW:
The Company has made a net profit of Rs. 31,61,047/- during the year
under review as compared to loss of Rs. 4,82,946/- during the previous
year.
The Company is engage in Trading of Textiles and Shares. We identify
mega trends and themes in the global economy and focus our fundamental
research on owning high quality growth companies that are beneficiaries
of these unassailable trends. We believe this approach to investing is
paramount to long term wealth creation.
Further we focused on managing Large and Small Cap Growth equity
investment strategies for institutional clients. We seek to deliver
risk-adjusted excess returns through application of a disciplined
investment process.
We utilize a multi-factor, proprietary investment model that helps
guide our investment professionals in the identification of high
quality growth companies that are experiencing accelerating growth
dynamics in their businesses.
During the period under review, the Company also changed its name from
Ratni Investments Company Limited to Dhanleela Investments & trading
Company Limited. The reason for change of name was that the board was
on process of reviving its business and thus it thought to give a fresh
brand name to its business which would enable the Company to enter into
new era of growth.
The Company also underwent infusion of fresh funds through preferential
issue of shares twice for the working capital requirements of the
Company.
With a view to reward to the shareholders, the Company issued bonus
shares in the ratio of 4 equity shares for every 1 equity share held.
This will definitely boost the investors moral and confidence in the
Company.
Further the market price of the shares of the Company has witnessed
significant spurt over the last 12 months. In order to improve the
liquidity of the Company''s shares in the stock market and to make it
affordable to the small investors, your Directors propose to sub-divide
the nominal value of the equity portion of the authorised share capital
of the Company for the approval of the shareholders.
DIVIDEND:
Your Directors feel that it is prudent to plough back the profits for
future growth of the Company and with a view to conserve the resources,
they do not recommend any dividend for the year ended 31st March, 2013.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956,
your Directors hereby confirm that:
1. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
2. That the Directors have 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 as at 31st March, 2013 and of the profit or
loss of the Company for that period.
3. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
4. The Directors have prepared the annual accounts on a going concern
basis.
BOARD OF DIRECTORS:
During the year, Mr. Pramodkumar Bajranglal Harlalka and Mr. Avinash
Madhav Khire were inducted as an Additional directors on the Board of
the Company under Section 260 of the Companies Act, 1956 who hold
office only upto the date of forthcoming Annual General Meeting.
The company has received notice from some of the shareholders of the
company proposing their candidature for the post of Directors. Your
Directors propose their appointment as the Directors of the company
liable to retire by rotation.
Further, pursuant to provisions of section 198, 269, 309 and 310 read
with schedule XIII, and other applicable provisions if any of the
companies act, 1956, your directors propose appointment of Mr. Vipul
Dangi as Chairman and Managing Director for a period of three years
from 13th August 2013 to 12th August 2016. Your Directors propose their
appointment as the Managing Director and Executive Director
respectively.
Further, during the year, Tejas Gala and Balakrishna Jadhav resigned
from the post of Directorship and Director. Your directors extend their
sincere gratitude for valuable services provided by them during their
tenure to the Board.
Mr. Gaurav Bahety, Director of the Company retires by rotation and but
he has expressed his unwillingness to get re-appointed hence your
Directors propose not to reappoint him.
ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:
The particulars as required under the provisions of Section 217(1 )(e)
of the Companies Act, 1956 in respect of conservation of energy and
technology absorption are not required to be furnished considering the
nature of activities undertaken by the Company during the year under
review. Further during the year under review, the Company has neither
earned nor used any foreign exchange.
PARTICULARS OF EMPLOYERS:
As there is no employee covered under the provisions of Section 217
(2A) of the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975, information relating thereto are not given
forming part of this report.
CORPORATE GOVERNANCE:
Reports on Corporate Governance and Management Discussions & Analysis
are annexed and form part of this report.
STATUTORY AUDITORS:
M/s MNRD & Associates, Chartered Accountants, retire as statutory
Auditors of Company at the conclusion of the ensuring Annual General
Meeting (AGM) and have expressed their unwillinnes to continue as the
Statutory Auditors of the Company. Hence your Directors propose
appointment of M/s Paras A Shah & co, Chartered Accountants, Mumbai as
Statutory Auditors of the company to hold office from the conclusion of
this Annual General Meeting (AGM) till the conclusion of the next AGM
and to fix their remuneration, in place of M/s MNRD & Associates,
Chartered Accountants, Mumbai.
M/s Paras A Shah & Co. have confirmed their eligibility and willingness
to accept the office on appointment in accordance with provision of
section Section-224 (1B) of the Companies Act, 1956
FIXED DEPOSITS:
Your Company has not accepted Public Deposits within the meaning of
Section 58A of the Companies Act, 1956.
AUDITOR''S QUALIFICATIONS:
The Auditors of the Company have not qualified their report and there
are no observations and suggestions made by the Auditors in their
report and therefore do not call for any further comments under section
217(3) of the Companies Act, 1956.
APPRECIATION:
The Board of Directors wish to place on record their appreciation for
the co-operation and support of the Company''s Bankers, its valued
customers, employees and all other intermediaries concerned with the
Company''s business.
Your directors sincerely thank all members for supporting us during the
difficult days. We look forward to your continued support and reiterate
that we are determined to ensure that the plans are successfully
implemented.
By Order of the Board of Directors
Place: Mumbai Vipul Dangi
Date: 13th August 2013 (Chairman & Managing Director)
Mar 31, 2012
The Directors are pleased to present THIRTY SECOND Annual Report and
Audited Statement of Accounts of RATNI INVESTMENTS COMPANY LIMITED for
the year ended 31st March, 2012 showing a loss of Rs.4,83,077/- during
the year.
ACCOUNTS:
During the year the Company earned Interest Income of Rs.4,391/- and
Dividend and other Income of Rs.4,908/- Realization from Business
support services Rs.3,75,660/- adding up to a total revenue of
Rs.4,99,774/- excluding balances written back of Rs.5,26,110/-. The
Company incurred revenue expenditure of Rs.15,08,961/- There being
increase in Diminution of Value of Investments by Rs.28,236/- that is
from Rs.8,71,279/- in the previous year to Rs.8,99,515/- in the current
year which has resulted in overall Loss of Rs.4,83,077/- during the
year.
GENERAL:
The Company is in the process of exploring avenues to infuse additional
capital to get into additional activities.
DIVIDEND:
In view of the loss incurred, the Directors recommend that no dividend
to be declared this year
DIRECTORATE:
Mr. B. D. Jadhav retire by rotation and he has expressed his
unwillingness for re- appointment hence he is not being re-appointed
and casual vacancy not to be filled in.
DEPOSIT:
The Company has not taken /invited any deposits from the public during
the year. The outstanding amount is NIL as on 31st March, 2012.
Particulars of Employees u/s 217 (2A):
None of the employees is drawing remuneration more than the specified
limit prescribed u/s.217 (2A) of the Companies Act, 1956, (Particulars
of Employees) Rules, 1975. Hence, the information required in terms of
Section 217(2A) of the Companies Act, 1956 (Particulars of Employees)
Rules, 1975 is not applicable.
Particulars u/s 217 (1) (e):
The Company being an investment Company, the question of import of
technology, energy conservation or technical absorption measures does
not arise. There are no dealings in foreign exchange, nor are there any
exports.
CORPORATE GOVERNANCE:
Since the paid up capital of the Company is less than Rs. 3 Crores,
particulars as mentioned in clause 49 of the Listing Agreement with the
Stock Exchange, Mumbai, is not required to be given.
Directors Responsibility Statement Your Directors' Confirm:
a) That in the preparation of Annual Accounts, the applicable
accounting standards have been followed.
b) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give true and fair view of the state of
affairs of the Company at the end of the Financial year ended 31st
March, 2012 and of the loss of the Company.
c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of the Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting the fraud and other
irregularities.
d) That the Directors have prepared the Annual Accounts on a going
concern basis.
AUDITORS NOTES AND OBSERVATIONS:
Auditors have made certain observations in their report. These have
been appropriately dealt with in the notes to accounts which are
self-explanatory.
AUDITORS:
M/s. Jagtiani & Naik (Regd.), Chartered Accountants, Mumbai expressed
their inability to continue as Statutory Auditor of the Company. At the
request of the Company M/s. MNRD & Associates, Chartered Accountants,
Mumbai have consented to act as Auditor of the Company, if appointed.
You are requested to appoint Auditors for the current year and to fix
their remuneration.
BY ORDER OF THE BOARD
Sd/- Sd/-
DIRECTOR DIRECTOR
PLACE: MUMBAI
DATE : 01.06.2012
Mar 31, 2009
The Directors are pleased to present TWENTY NINTH Annual Report and
Audited Statement of Accounts of RATNI INVESTMENTS COMPANY LIMITED. For
the year ended 31st March, 2009 showing net loss of Rs.317,706/- during
the year.
ACCOUNTS:
During the year the Company earned Interest Income of Rs.13,238/- and
Dividend Income of Rs.40,655/-, Realization from Business support
services Rs.368,748/- adding up to a total revenue of Rs.422,641/-. The
Company incurred total of revenue expenditure of Rs.455,693/- and made
a provision of Depreciation of Rs.5918/-. After providing for
Diminution in value of Investments of Rs.278,735/- it has resulted in a
loss of Rs.317,706/- during the year. The provision for Deferred Tax
Liability of Rs.239/- and Fringe Benefit Tax of Rs.5,000/- has resulted
into a total loss to Rs.322,945/-.
GENERAL:
The Company continues to be a holding Company of Suchindram Investments
Private limited and have reviewed the affairs of the Subsidiary
Company.
DEPOSIT:
The Company has not taken /invited any deposits from the public and
hence the outstanding amount is NIL as on 31st March, 2009.
Particulars of Employees u/s 217 (2A):
None of the employees of the Company was in receipts of remuneration of
Rs.24,00,000/- or more per annum during the year under review, or if
employed for a part of the year, in receipt of Rs.2,00,00/- per month.
Particulars u/s 217 (1) (e):
The Company being an investment Company, the question of import of
technology, energy conservation or technical absorption measures does
not arise. There are no dealings in foreign exchange, nor are there any
exports.
Directors Responsibility Statement
Your Directors' Confirm:
a) That in the preparation of Annual Accounts, the applicable
accounting standards have been followed.
b) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give true and fair view of the state of
affairs of the Company at the end of the Financial year ended 31st
March, 2009 and of the loss of the Company.
c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of the Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting the fraud and other
irregularities.
d) That the Directors have prepared the Annual Accounts on a going
concern basis.
AUDITORS: You are requested to appoint Auditors for the current year
and to fix their remuneration. M/s. Jagtiani & Naik, Chartered
Accountants, Mumbai being eligible, offer themselves for reappointment.
BY ORDER OF THE BOARD
DIRECTOR DIRETCOR
PLACE: MUMBAI
DATE: 25.08.2009
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