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Directors Report of Dhanashree Electronics Ltd.
Mar 31, 2025
Your directors are pleased to present the 38th Annual Report of your Company and the
Companyâs Audited Financial Statements for the financial year ended 31st March, 2025.
FINANCIAL RESULTS
|
PARTICULARS |
Year ended |
Year ended |
|
Revenue from operation |
9838.90 |
8242.52 |
|
Other Income |
1302.05 |
848.95 |
|
Total Income |
11,140.95 |
9091.47 |
|
Less Expenses |
10673.94 |
8559.42 |
|
Profit / (Loss) Before Tax |
467.01 |
532.06 |
|
Current Tax (provision) |
123.38 |
140.57 |
|
Deferred Tax (provision) |
-2.70 |
0.27 |
|
Profit / (Loss) After Tax |
346.33 |
391.22 |
DIVIDEND
The Board of Directors is pleased to recommend a final dividend of Re. 0.10 per Equity
Share (1%) against the face value of Re. 10/- of an equity share of the Company, subject to
the approval by the Members of the Company at the ensuing Annual General Meeting.
The Final Dividend, subject to approval of Members at the ensuing Annual General Meeting,
will be paid to the Members whose names appear in the Register of Members, as on the date
of Book Closure/Record Date of the Company for the purpose of 38th AGM and Payment of
Final dividend. The Record date for the purpose of the final dividend for the financial year
ended March 31, 2025, is August 22, 2025.
FINANCIAL HIGHLIGHTS
During the year sales/income from operations was Rs. 11,140.95 lacs as compared to previous
year Rs.9091.47 lacs .Cost of manufacture was higher than the previous year mainly due to
unprecedented rise in input costs. However, due to several factors marred with the current
slowdown in economy, the Company inspite of its best efforts achieve to register profit after
tax of Rs.346.33 Lakhs compared to last year profit after tax of Rs 391.22 lacs. However, the
Company is further improving its performance day-by-day and is expected to show further
improvement in its results in coming year.
LIGHTING SEGMENT
Ranked as one of the most respectful and trusted brand for lighting product in India,
Dhanashree manufacture all the LED products in house backed by strategic marketing
initiatives and strong trade channel .During the year, the company has introduced more
premium range of LED down lighters,batterns, lamps, street lights, Flood Lights and other
decorative luminaires.
The Company has ventured into LED Facade and Solar Lighting products to capture
emerging opportunities Luminaries division has further strengthen and is getting orders for
Smart City, DMRC, Railway Stations Flyovers, bridges, temple, monuments, and tourists
spots lighting. Solar products include solar street lights, solar panels, solar fans, solar roof top
domestic lighting.
The Company is one amongst the first lighting company in India to introduce energy efficient
lighting solutions Today Rashmi brand as owned by Dhanashree Electronics Ltd is one of
the most respected and trusted brand in India for its lighting products. Dhanashree offers
wide range of LED products ranging from lamps, down lighters LED Panels, LED Street
lights etc many new products such as High Beam angle, LED lamps, colour change lamps
LED Torch with dry cell battery etc will also be introduced in near future to cater to the
growing demand of the customers. This give Dhanashree an edge over its competitors.
With Government initiatives like building smart cities across India and structural shift in the
lighting industry towards LED the company is poised to grow by leaps and bounds in the
years to come.
Your company is one of best and well known OEM Company in electronics segment in
eastern India that focus on delivering high-quality products based on client requirements.
OEM segment of our company plays a crucial role in the lighting & electronics industry by
providing essential components and manufacturing capabilities, enabling other companies to
bring a wide range of electronic & lighting products to the market efficiently.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There has been no change in the nature of business of the Company during the year under
review.
RESEARCH AND DEVELOPMENT CENTRE
Your Companyâs brand âRashmiâ been widely known for the 75 years old and is a renowned
Brand in the market of lighting segment. The company is amongst the market leader in the
lighting industry in India .This has been possible partly due to the strong focus on
development and introduction of new LED products and technologies.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The company has complied with the provisions of the POSH Act, including the constitution
of the Internal Complaints Committee (ICC). The following is the summary of sexual
harassment complaints received and disposed off during the year:
1. No. of complaints received : Nil
2. No. of complaints disposed off : Nil
3. No. of complaints pending for a period of exceeding 90 days : Nil
During the year under review company has employed:
Total Number of male employees : 49
Total Number of female employees: 12
Total Number of transgender employees:0
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In Compliance with the provisions of Section 177(9) of the Act and Listing Regulations, the
Company has framed a Whistle Blower Policy to establish a vigil mechanism for Directors
and employees to report genuine concerns about actual or suspected unethical behavior, mal
practice, wrongful conduct, discrimination, sexual harassment, fraud, violation of the
Company polices including Code of Conduct without fear of reprisal/retaliation. The policy
provides for adequate safeguards against victimization of persons who use such mechanism
and provides for direct access to the Chairperson of the Audit Committee in appropriate
cases. It is affirmed that no personnel of the Company has been denied access to the Audit
Committee. The draft of above policy can be viewed at www.rashmilighting.com
PARTICULARS OF EMPLOYEES
There was no employee who was in receipt of remuneration exceeding the limit specified in
Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
CHANGES IN SHARE CAPITAL
During the year under review, there was no change in Authorized share capital and paid up
share Capital of the Company.
However, at the Extra ordinary general meeting held on 11th April, 2025, company has taken
shareholdersâ approval for increase of authorized share capital from Rs. 15 Crores to Rs.
47.50 Crores.The company has also taken shareholdersâ approval at the Extra ordinary
general meeting held on 11th April, 2025, to issue and allot in or more tranches 3,3300,000 of
Warrants, convertible into Equity shares to person(s) and/or entity(ies) belonging to
âPromoter and Promoter Group categoryâ and âNon-promoter categoryâ on a preferential at a
price of Rs.30 each. In-principle Approval for the said issue from Stock Exchanges is yet to
be received.
KEY MANAGERIAL PERSONNEL
The following are the Key Managerial Personnel of the Company as on the date of this report
i) Mr. Nitesh Toshniwal, Managing Director
ii) Mrs.Shruti Toshniwal, Executive Director
iii) Mr Surya Prakash Toshniwal, Chief Financial Officer (CFO) (up to 25.03.2025)
iv) Mr. Virendra Krishna Khandelwal ,Chief Financial officer (CFO) ( w.e.f 26.03.2025)
v) Mr. Gopal Sharma Company Secretary (w.e.f 10.12.2024)
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars as required Under Section 134 (3)(m) of the Companies Act, 2013, read with Rule
8 (3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology
absorption, foreign exchange earnings and outgo are applicable to our company.
|
Current Year |
Previous Year |
|
|
Foreign Exchange Earnings ( in lacs) |
Nil |
151.33 |
|
Foreign Exchange Outgo (in lacs) |
657.08 |
893.00 |
STATUTORY AUDITORS & AUDITORS REPORT
M/s. Surana Sunil & Co., Chartered Accountants (FRN 325616E) who was appointed as
Statutory auditors of the company at the 36th AGM held on 15th September,2023 for a period
of 5 years will continue as Statutory Auditors of the Company upto the conclusion of 41st
AGM to be held in the calendar year 2028.
The report given by the Statutory Auditor on the financial statements of the Company forms
an integral part of the Annual Report. There is no qualification, reservation, adverse remark
of the statutory auditor in their report. The Auditors have not reported any fraud during the
year.
COST AUDIT
As per section 148 of the Companies Act 2013 read with the Companies (Audit and Auditors)
Rules 2014, the provisions of Cost Audit are not applicable on the products of the company..
DIRECTORSâ RESPONSIBILITY STATEMENT
In terms of Provisions of Section 134 (5) of the Companies Act, 2013 your Directors have
confirmed that:
a) In the preparation of the Annual Accounts for the Financial Year ended 31st March,
2025, the applicable Accounting Standards have been followed along with proper
explanation relating to material departures, if any;
b) They 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 at the end of the financial year and of the
profit/(Loss) of the Company for that period;
c) They have 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 Annual Accounts for the financial year ended 31st March, 2025 have been
prepared on a going concern basis;
e) They have laid down internal financial controls for the Company which are adequate
and are operating effectively 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.
EXTRACT OF ANNUAL RETURN
Pursuant to provisions of section 92(3) of the Companies Act, 2013 read with Section
134(3)(a) of the companies Act,2013 , Annual Return as on 31st March,2025 is available on
the website of the company i.e www.rashmilighting.com
SECRETARIAL AUDIT
The Board of Directors have appointed Mr. Abbas Vithorawala, Practicing Company
Secretary (COP. 8827) to carry out the Secretarial Audit of the Company for the one term of five
(5) consecutive years, for the financial year 2025-2026 to 2029-30 subject to approval of the
shareholders at the ensuing AGM of the Company.
The Secretarial Audit Report for the Financial Year ended 31st March 2025 is given as
Annexure II.The Report of Secretarial Auditors does not contain any Qualification,
Reservation or Adverse Remark.
Annual Secretarial Compliance Report for the financial year ended 31st March, 2025 on
compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder,
was obtained from Mr. Abbas Vithorawala, Practicing Company Secretary (COP. 8827).
MEETINGS OF THE BOARD
Eighteen Meetings of the Board of Directors were held during the year ended 31st March
2025. Details of composition of Board, Attendance of each Director etc. are provided in the
âReport on Corporate Governanceâ.
FINANCIAL STATEMENTS
The Financial Statements upto the year ended 31st March 2025 were prepared in accordance
with the Accounting Standards notified under Companies (Accounting Standards) Rules 2006
(as amended) and other relevant provisions of the Act
The annexed Financial Statement comply in all material aspects with Indian Accounting
Standard (INDAS) notified u/s 133 of the Act (Companies Indian Accounting Standards)
Rules 2015
LISTING WITH THE STOCK EXCHANGE
The Companyâs shares are listed on the Bombay Stock Exchange Ltd (BSE) and the Calcutta
Stock Exchange Ltd (CSE) and Annual Listing Fees for financial year 2025-26 has been paid
to the both Stock Exchanges.
RE APPOINTMENT OF INDEPENDENT DIRECTOR
Tenure of Mr.Rajesh Kumar Chandak (DIN 00052508) as Independent Director is valid upto
the ensuing Annual General Meeting. Mr.Rajesh Kumar Chandak has given his consent for
reappointment as Independent Director of the Company for a further period of 5 years for
which the necessary resolutions is proposed in the notice of the ensuing AGM.
DECLARATION BY INDEPENDANTS DIRECTOR (S)
All the Independent Directors have submitted their disclosures to the Board that they fulfil all
the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
so as to qualify themselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013 and the relevant rules thereof. In the opinion of the Board, they
fulfill the condition for appointment/ re-appointment as Independent Director on the Board.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
No significant & Material Orders relating to settlement of tax liabilities, operation of patent
rights, depression in market value of investments, institution of cases by or against the
company, sale or purchase of capital assets or destruction of any asset etc. were passed by the
Regulators for or against the Company during the financial year ended 31st March 2025.
MATERIAL CHANGES AFFECTING THE COMPANY
There were no material change and commitment made affecting the financial position of the
Company between 1st April,2025 and 30th May, 2025 which is the date of the report.
SUSPENSION OF WORK
During the year under review, there was no suspension of works.
INTERNAL FINANCIAL CONTROL SYSTEM WITH REFERENCE TO THE
FINANCIAL STATEMENTS AND ITS ADEQUACY
Your company priorities reinforcing financial and operational control to enhance
transparency, accountability and efficiency in the process. Your company adhere to an
internal control frame work that includes key process coverage that impacts the reliability of
financial reporting such as periodic control etc and regular monitoring of senior management
and the Audit Committee. The adequacy of Internal Control system and proceedings forms a
part of MD and CEO certificate in the Annual Report
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER
SECTION 186 OF THE COMPANIES ACT 2013
The details of investment made and guarantee provided by the company under section 186 of
the Act, Regulation 34(3) and Schedule V of SEBI(LODR) forms part of this Annual Report
in the Notes to the Standalone Financial statements for the financial year ended March 31,
2025.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and Listing Regulations your Company has
formulated a policy on Related Party Transactions which is also available on the company''s
website www.rashmilighting.com. The policy intends to ensure that proper reporting,
approval and disclosure process are in place for all transactions between the Company and
related parties. All related party transactions are placed before the Audit Committee for
review and approval. All transactions entered with related parties for the year under review
were in ordinary course of business and at arm''s length basis. Further there are no material
related party transactions during the year under review with the promoters, Directors, or key
managerial personnel which may have a potential conflict with the interest of the company.
All related party transactions are mentioned in the notes to the accounts.
PREVENTION OF INSIDERâS TRADING
In terms of provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as
amended up-to-date, the Company has adopted a model Code of Conduct for prevention of
Insider Trading in the shares and securities of the Company. The Code, inter alia, prohibits
purchase, sale of shares of the Company by the Directors, Officers and Designated
Employees while in possession of the unpublished price sensitive information in relation to
the Company. The Company Secretary is the Compliance Officer for the purpose of these
Regulations.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
There being no unpaid or unclaimed dividend, the provision of section 125 of the Companies
Act 2013 is not applicable in the company.
RISK MANAGEMENT COMMITTEE
The constitution of Risk Management Committee as per SEBI (LODR) is not applicable to
this company.
BUSINESS RESPONSIBILITYAND SUSTAINABILITY (BRSR) REPORT
The Company is not covered under the purview of this provision hence it is not applicable.
CREDIT RATING
The Company has received credit ratings from CARE ratings Limited. There has been no
revision in the credit rating during the year. The rating given by this agency is BB
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulated under
Regulation 34 of the Listing Regulations is presented in a separate section forming part of
this Annual Report.
CORPORATE GOVERNANCE
The Company has implemented the procedures and adopted practices in conformity with the
Code of Corporate Governance as prescribed by SEBI. The Report on Corporate Governance
and a Certificate from the Auditors of the Company certifying compliance of conditions of
Corporate Governance are attached hereto and form part of the Directorsâ Report.
INSOLVENCY AND BANKRUPTY CODE, 2016
During the period under review, neither any application under Corporate Insolvency
Resolution Process was initiated nor any pending under the Insolvency and Bankruptcy
Code, 2016.
CYBER SECURITY
There is no breach of cyber security during the financial year 2024-2025
VALUATION OF SHARES
During the year under review there has been requirement of valuation of equity shares of the
company by the registered valuer for the purpose of preferential allotment of shares/warrants
to promoters and non-promoters group of the company in the EGM held on 11.04.2025
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safe operations.
The Companyâs policy requires the conduct of all operations in such a manner so as to ensure
safety of all concerned, compliance of statutory and industrial requirements for environment
protection and conservation of natural resources to the extent possible.
INDUSTRIAL RELATIONS
Industrial Relations in all units of the Company remained generally cordial and peaceful
throughout the year.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to place on record their appreciation for the continuous
support, encouragement and co-operation received from the Companyâs bankers, the
Government of West Bengal, customers, employees, shareholders and other business
associates.
Place : Kolkata For Dhanashree Electronics Ltd
Date : 30.05.2025
Nitesh Toshniwal Rishav Sethia
Managing Director Director
DIN 00052422 DIN 10196319
Mar 31, 2024
BOARDâS REPORT
Dear Members the Board of Directors are pleased to present the companyâs thirty seventh Annual Report on the business and operations of the company along with audited financial statements for the financial year ended March 31,2024
STATE OF AFFAIRS OF THE COMPANY
The performance of the business are detailed out in the Management Discussion and Analysis Report, which forms part of the Annual Report
During the year under review the revenue from operations has a substantial increase of 66.93% over that of the previous year I,e from Rs 493763.17 to Rs 824252.18 The Profit before tax for the Financial year has increased by 45.53% over that of the previous year i,e from Rs 36558.94 to Rs 53205.88 and , net profit for the year after tax has been increased by 45.49% over that of the previous year l,e from Rs26889.17toRs 39121.80
The Report also states compliances as per the requirement of the Companies Act 2013 and the SEBI Listing obligations and disclosure requirements regulation 2015 and other rules and regulations applicable to the company.
The Financial Results of the Company for the year ended 31/03/2024 is as follows
|
PARTICULARS |
FOR THE |
FOR THE |
|
YEAR ENDED |
YEAR ENDED |
|
|
31/03/2024 |
31/03/2023 |
|
|
REVENUE FROM OPERATION |
824252.18 |
493763.17 |
|
OTHER INCOME |
84895.29 |
153323.42 |
|
TOTAL INCOME |
909147.47 |
647086.59 |
|
LESS EXPENSES |
855941.59 |
610527.65 |
|
PROFIT/LOSS BEFORE TAX |
53205.88 |
36558.94 |
|
CURRENT TAX (PROVISION) |
14056.99 |
9658.87 |
|
DEFERRED TAX (PROVISION) |
27.09 |
10.91 |
|
PROFITtLOSSI FORTHE PERIOD |
39121.80 |
26889.17 |
|
EARNING PER EQUITY SHARE |
||
|
BASIC |
2.76 |
1.39 |
|
DILUTED |
2.76 |
1.39 |
The revenue from operations of the company has a substantial increase of 40.49% over that of the previous year l,e from Rs 647086.59/= to Rs 909147.47/= The Gross Profit for the Financial year has increased by 45.53% over that of the previous year i,e from Rs 36558.94/= to Rs 53205.88/= and the, net profit for the year after tax has been increased by 45.49% over that of the previous yeari.e from Rs 26889.17/= to Rs 39121.80/=
Ranked as one of the most respectful and trusted brand for lighting product in India, Dhanashree manufacture all the LED products in house backed by strategic marketing initiatives and strong trade channel .During the year, the company has introduced more premium range of LED down lighters,batterns, lamps, street lights, Flood Lights and other decorative luminaires
The Company has ventured into LED Fagade and Solar Lighting products to capture emerging opportunities Luminaries division has further strengthen and is getting orders for Smart City, DMRC, Railway Stations Flyovers, bridges, temple, monuments,and tourists spots lighting. Solar products include solar street lights, solar pannels, solar fans, solar rooftop domestic lighting
The Company is one amongst the first lighting company in India to introduce energy efficient lighting solutions Today Rashmi brand as owned by Dhanashree Electronics Ltd is one of the most respected and trusted brand in india for its lighting products. Dhanashree offers wide range of LED products ranging from lamps, down lighters LEDPanels, LED street lights etc Many new products such as High Beam angle ,LED lamps,colour change lamps LED Torch with dry cell battery etc will also be introduced in near future to cater to the growing demand of the customers
This give Dhanashree an edge over its competitors
With Government initiatives like building smart cities across india and structural shift in the lighting industry towards LED the company is poised to grow by leaps and bounds in the years to come.
RESEARCH AND DEVELOPMENT CENTRE
Rashmi the brand of Dhanashree Electronics Limited is amongst the market leader in the lighting industry in India .This has been possible partly due to the strong focus on development and introduction of new LED products and technologies
The paid up share capital of the company as on 31st March 2024 is Rs 141900000/=. During the year under review there was no public issue, right issue, bonus issue, preferential issue etc The company has not issued shares with differential voting rights.During the year there is no change in the authorized share capital
No disclosure is required under section 67(3) of the Act in respect of voting rights not exercised directly by the employees of the company as the provisions of the said section are not applicable.
The equity shares of the company continue to remain listed on BSE and CSE Limited.
During the year under review your company has not transferred an amount to the Reserve and Surplus Account.
In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail the facility of dematerialisationfrom either of the Depositories NSDL or CDSL
Your Directors propose to reinvest the internal generation to finance expansion project in hand to reduce its finance cost and therefore abstain from recommending any dividend for the year under review.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
There being no unpaid or unclaimed dividend the provision of section 125 of the Companies Act 2013 is not applicable in the company
The Companyâs working capital management is robust and involves a well-organized process which facilitates continuous monitoring and control over receivables inventories and other parameters
The Company has received credit ratings from CARE ratings Limited. There has been no revision in the credit rating during the year. The rating given by this agency is BB
STATE OF COMPANY AFFAIRS / OPERATIONS
Detailed information on the operations of the business of the company and details on the state of affairs of the company are covered in the Management Discussion and Analysis Report, which forms a part of the Annual Report.
In line with the requirements of the Act and Listing Regulations your Company has formulated a policy on Related Party Transactions which is also available on the company''s website www.rashmilighting.com. The policy intends to ensure that proper reporting, approval and disclosure process are in place for all transactions between the Company and related parties. All related party transactions are placed before the Audit Committee for review and approval. All transactions entered with related parties for the year under review were in ordinary course of business and at arm''s length basis.Further there are no material related party transactions during the year under review with the promoters, Directors, or key managerial personnel which may have a potential conflict with the interest of the company. All related party transactions are mentioned in the notes to the accounts.
As per section 148 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014, the provisions of Cost Audit are not applicable on the products of the company.
During the year under review, the company has neither accepted nor renewed deposits from the public failing within the ambit of section 73 and 74 of the companies Act 2013
PARTICULARS OF LOAN GURANTEE OR INVESTMENT
The details of investment made and guarantee provided by the company under section 186 of the Act, , Regulation 34(3) and Schedule V of SEBI(LODR) forms part of this Annual Report in the Notes to the Standalone Financial statements for the financial year ended March 31,2024
SEBI REGULATIONS BY LISTED ENTITIES ON CORPORATE INSOLVENCY AND RESOLUTION PROCESS
Sebi Regulations by Listed entities subject to Corporate Insolvency Resolution process under Insolvency and Bankruptcy code is not applicable on the company.
THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANK OR FINANCIAL INSTITUTION ALONG WITH THE REASON THEREOF
Not applicable Since we have not availed any one time settlement from any bank or financial Institution
As per scores the Investor Complain for the Financial year 2022-2023 is NIL RISK MANAGEMENT COMMITTEE
The constitution of Risk Management Committee as per SEBI (LODR) is not applicable to this company.
Your company priorities reinforcing financial and operational control to enhance transparency, accountability and efficiency in the process. Your company adhere to an internal control frame work that includes key process coverage that impacts the reliability of financial reporting such as periodic control etc and regular monitoring of senior management and the Audit Committee. The adequacy of Internal Control system and proceedings forms a part of MD and CEO certificate in the Annual Report
INTERNAL CONTROL OVER FINANCIAL REPORTING
The Companyâs internal financial control commensurate with the scale and complexity of its operations The controls were tested during the year and no reportable material weakness either in operations / design were observed
The security of IT system has been taken care of PREVENTION OF SEXUAL HARASSEMENT f POSH*
Your company has initiated awareness session on the companyâs code of conduct, prevention of Sexual Harassement (POSH) and Whistle Blowing Rights by conducting companywide training for all its employees. Additionally e-learning modules have also been developed to keep employees informed about the policies.
This not only ensures compliances and a well regulated environment but also helps H us achieve our organizational objectives. The details of the POSH return , formation of the committee etc can be viewed from the website of the company
VIGIL MECHANISM WHISTLE BLOWER POLICY (WB POLICY)
Over the years, your company has built a reputation for conducting business with integrity maintaining a zero tolerance policy towards unethical behavior, thereby fostering a positive work environment and enhancing credibility amongst the shareholders. Your company has formed a WB policy which provides adequate safeguard against victimization of Directors / employees and also provide direct access to the Chairman of the Audit Committee in exceptional situation. The draft of the above policy can be observed from the website of the company www.rashmiliahtina.com
BUSINESS RESPONSIBILITYAND SUSTAINABILITY REPORT(BRSR)
The Company is not covered under the purview of this provision hence it is not applicable
INDIAN ACCOUNTING STANDARDS (IND AS) 2015
The Financial Statements upto the year ended 31st March 2024 were prepared in accordance with the Accounting Standards notified under Companies (Accounting Standards) Rules 2006 (as amended) and other relevant provisions of the Act
The annexed Financial Statement comply in all material aspects with Indian Accounting Standard (INDAS) notified u/s 133 of the Act (Companies Indian Accounting Standards) Rules 2015
DIRECTORâS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(5) of the Companies Act 2013, with respect to Directorâs Responsibility Statement, it is hereby confirmed
That in the preparation of the accounts for the financial year ended 31/03/2024 the applicable accounting standards have been followed along with proper explanation relating to material departures
That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the company for the year under review
That the Directors have taken proper and sufficent 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
That the Directors have prepared the accounts for the financial year ended 31/03/2024 on a going concern basis.
The Directors laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively.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.
Both the Managing Director and Executive Director have furnished the necessary certification to the Board on these financial statements as required under the clause 49 of the Listing Agreement(s) with the Stock Exchanges where the equity shares of the company are listed.
PARTICULARS OF EMPLOYEES
During the year under review, none of the employees of the company is in receipt of remuneration requiring disclosure pursuant to section 197 of the Companies Act 2013
ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO- CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Since commercial production has commenced till the date of this report, the provision regarding this disclosure is applicable.
FOREIGN EXCHANGE EARNINGS : Rs 15133.00 (Rs in thousands) FOREIGNEXCHANGEOUTGO:Rs : Rs 89300.00 (Rs in thousands)
The relationship between the employees and management of the company so far has remained cordial
|
BOARD OF DIRECTORS |
|
|
Mr Madan Gopal Maheshwari |
Director cum Chairman |
|
(DIN-00345482) |
|
|
Mr Nitesh Kumar Toshniwal |
Managing Director |
|
(DIN-00052422) |
|
|
Mr Vijay Kumar Sharma |
Independent Director |
|
(DIN-00052546) |
|
|
Mr Rajesh Kumar Chandak |
Independent Director |
|
(DIN-00052508) |
|
|
Mrs Shruti Toshniwal |
Professional & Women |
|
(DIN-01654074) |
Director |
|
Mr Rishav Shethia |
Independent Director |
|
(DIN-10196319) |
|
|
Mr Surya Prakash Toshniwal |
CFO (KMP) |
|
Mr Ananda Bhattacharyya |
Company Secretary |
BOARD OF DIRECTORS & KEY MANEGERIAL PERSONNEL
The Company emphasis the importance of having a truly diverse Board whose collective wisdom and strength can be leveraged to create a greater stake holder value , protect interest and uphold better corporate governance standard
Directoratea.Appointment/ reappointment and retirement by rotation
The appointment / reappointment retirement by rotation and remuneration by Directors are governed by policy devised by the Nomination and Remuneration committee of the company. The details of the Nomination and Remuneration policy is mentioned in the report of the Corporate Governance which forms a part of the Annual Report The policy of Nomination and Remuneration Committee is available in the website of the company www.rashmiliqhtinq.com
Further there were following changes in the directorate during the year under review
Re Appointment of Mr. Viiav Sharma (DIN-00052546) as the Independent Director of the company
As per section 149(10) of the Companies Act 2013 an Independent Director shall hold office for a term of up to 5 consecutive years on the Board of a company He shall also be eligible for re-appointment on passing a special resolution by the company for another term of up to 5 consecutive years on the Board of a company.
At the Annual General Meeting of the Company which is going to be held on 30th day of September 2024 the proposal for re appointment of Mr Vijay Sharma (DIN-00052546) as an Independent Director of the company will be placed for the approval of rhe shareholders
In line with the aforesaid provision of the Companies Act 2013 and in view of continued valuable serviced, guidance to the management,
And strong Board performance of Mr Vijay Sharma (DIN-00052546) it is proposed to reappoint him for the second term as an Independent Director on the Board of Director of the company for a period 5 years up to 20th May 2029
In the opinion of the Board Mr Vijay Sharma (DIN-00052546) fulfils the conditions specified in the Act and he is independent of the management. Copy of the draft letter of appointment of Mr Vijay Sharma (DIN-00052546) as an Independent Director of the company setting out the terms and conditions would be available for inspection without any fee by the members at the company at the Registered Office of the company during normal business hours on any working day excluding Sunday
The Board considers that the continued association of Mr Vijay Sharma as an Independent Director would be of immense benefit to the company. Accordingly the Board recommends passing of resolution 4 as special resolution
None of the directors and / or KMP of the company except Mr Vijay Sharma I is concerned or interested in the resolution
Re Appointment of Mr. Nitesh Toshniwal fDIN-000524221 as the Manaauna Director of the company
The Board of Directors of the company at their meeting held on 5,h day of August 2024 re-appoint MrNiteshToshniwal as the Managing Director of the Company for a period of 5 years effective from 30th day of September 2024 on the terms and conditions of appointment and remuneration payable to MrNiteshToshniwal, Managing Director of the Company as are specified in the draft agreement to be executed between him and the company, a copy of which (as has also been duly approved by the Board ) will be placed before the meeting and is subject to the approval of the shareholders and other approvals ,if any as may be necessary
Notwithstanding anything to the contrary herein contained where in any financial year the Company has no profit or its profit are inadequate the company will pay to Mr NiteshToshniwal , the Managing Director of the company the remuneration by way of salary , perquisites and allowance as specified in the agreement subject to the approval of the Central Government, if required
The Managing Director shall also be entitled to reimbursement of expenses actually incurred by him for the business of the company. He shall not be paid any sitting fees for attending the meeting of the Board or committee there of
MrNiteshToshniwal Managing Director shall not be liable to retire by rotation. The resolution is recommended for your approval
Copies of the Memorandum and Articles of Association of the company draft agreement to be entered in to between the company and MrNiteshToshniwal duly
approved by the Board, and all other relevant documents and papers are open for inspection at the Registered Office of the company between 10.00 a.m. and 12.00 noon on any working day prior to the date of the meeting
None of the directors and / or KMP of the company except MrNiteshToshniwal is concerned or interested in the resolution
Retirement bv rotation and subsequent reappointment
On terms of section 152 of the Companies Act 2013 MS Shruti Toshniwal (DIN-01654074) being liable to retire by rotation was reappointed as the professional director of the company
As per section 2(51) and section 203 of the Act read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 including any Statutory modification(s) or reenactment thereof for the time being in force the following are the KMPs of the company.
1. Mr Surya Prakash Toshniwal, , Chief Financial Officer
2. Mr Ananda Bh attach a ryya, Company Secretary
Mr Surya Prakash Toshniwal has joined as Chief Financial Officer as on 02/03/2024
Independent Directors
All the Independent Directors of the company have submitted requisite declaration confirming that they continue to meet the criteria of indepencence as prescribed u/s 149(6) of the Act and Regulation 16(1)(b) of SEBI (LODR). The terms and conditions for appointment of Director are placed in the website of the company .www.rashmilighting.com. All the Independent Directors have registered themselves with IICA
The Board has also arranged for a familiarization programmer of Independent Director with respect to their roles and and responsibilities. The Board has also conducted annual evaluation programme of the Directors of the Board.
Executive Director remuneration
The remuneration of the Managing Director and Professional Director are determined by the Nomination and Remuneration committee, keeping in to consideration their performance.
In the normal course of business the meeting of the Board and its committee are held to discuss and decide on various business policies, strategies, financial matters etc. Your Board of Directors met 14 (fourteen) times during the financial year 2023-2024. The details of the meeting and the attendance of the Directors are mentioned in the report on the Corporate Governance which forms part of the Report The intervening gaap berween the meeting are as per the Companies Act and SEBI (LODR)
The Board has established several committee as a matter of Good Corporate Governance .As per SEBI (LODR) the Board has framed the following committees The Audit Committee
The Nomination and Remuneration Committee The Stake Holder Relationship Committee
The members of the committee, terms conditions activities of the committee are specified in the website of the company .Number of Committee Meetings has been specified in the Corporate Governance Report forming part of the Annual Report
In accordance with the requirements of the Act and the SEBI Listing Regulations your company, your company has framed an policy on related party trandaction (RPT) which is uploaded on the website of the company and can be assessed www.rashmilighting.com
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT
There is no significant and material order passed by the Regulations or Court. AUDITORS
M/s Susana Sunil & Co, Chartered Accountant (Membership no-062892) has been appointed as the Statutory Auditor of the company at the 36th Annual General Meeting of the company for a period of 5 years.
The Board of Directors at their Board Meeting held on 30,h May 2024 appointed Mr Abbas Vithorawala practicing company secretary (c.p.no-8827) as the secretarial Auditor of the company for the year 2023-2024
INTERNAL AUDITOR OF THE COM PANY
Pursuant to section 138 of the Companies Act 2013 and on the recommendations of the Audit Committee and vide its Board Meeting held on 30/05/2024 the Company has also appointed Internal Auditor of the company.for the year 2023-2024
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY
There is no material changes and commitments occurred during the year which may affect financial position of the company.
Section 148 of the Companies Act 2013 read with Companies (Cost Record and Audit Amendment) Rules, 2014 is not applicable on your company. Therefore appointment of Cost Auditor is not applicable in your company.
Our Governance frame work reflects our ethics, values and commitment to professionalism, overseen by the Board to ensure sustainable wealth creation. We integrate global best practices into our growth strategy prioritizing transparency and accountability to safeguard stake holder interest.
REPORT ON CORPORATE GOVERNANCE
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, given below is a report on the Corporate Governance in the Company:
Dhanashree Electronics Limited is a public limited company based in Kolkata, West Bengal, India since the time of establishment of the organization in 1987 the company has engaged itself in offering best quality products and services. The company is engaged in manufacturing, marketing, supplying various types of light products viz Light Ballast, CFL, Tube Lights, LED Lamps, LED home decorative lights, Automative Light, Outdoor Flood Light, solar light etc
The Board of the Company consist of 6 (six) Directors out of whom 3 (Three) are Independent Directors and 1 (one) is Executive Promoter Director, 1(one) Nonexecutive Chairman cum Director and 1 (one ) is Executive woman Director The composition of Board is in conformity with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.
In compliance with the provisions of the SEBI Listing Regulations, the Company has an optimum combination of executive and non-executive directors with woman director. The company has an Non-Executive Chairman. As on 31 March 2024, the Board of the Company consists of 6 (six) Directors out of whom 3 (Three) are Independent Directors and 1 (one) is Executive Promoter Director, 1(one) Non-executive Chairman cum Director and 1 (one ) is Executive woman Director The board does not have any nominee director. The Company is in compliance with the SEBI Listing Regulations pertaining to composition of board of directors.
Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulation, a separate report on Corporate Governance is annexed to the Annual Report. Further following certificate(s) / declaration^) forms an internal part of the Corporate Governance Report
(a) Adeclaration signed by MD stating that the members of the Board haveaffirmed compliance with the companyâs code of business conduct and ethics
(b) A compliance certificate from the companyâs Secretarial Auditor confirming compliance with the conditions of Corporate Governance
(c) A certificate of non-disqualification of Directors from the secretarial aufitor of the company.
(d) A certificate of the MD and CFO confirming the correctness of the Financial set up , cash flow statement & adequacy of the Internal Control measures and reporting matters to the Audit Committee.
Under the law, the Board of Directors must meet at least once in a calendar quarter and four times a year with a maximum time gap of 120 days between any two meetings to consider amongst other business, the quarterly performance of the company and financial results
During the last financial year our Board met the following times 19/04/2023, 21/04/2023, 24/04/2023, 02/05/2023, 25/05/2023, 30/05/2023, 16/06/2023,
03/07/2023, 05/08/2023, 08/09/2023, 12/09/2023, 08/12/2023, 26/02/2024,
02/03/2024
In accordance with the requirement of section 92(3) read with section 134(3)(a) of the Companies Act 2013, the Annual Return as on 31st Match 2024 is available on the Companyâs website www.rashmiliahtina.com / Reports / annual return
REPORTING OF FRAUDS BY AUDITOR
During the year under review, neither of the Statutory Auditor or the Secretarial auditor nor the internal auditor have reported to the Audit Committee of the Board u/s 143(12) of the Act any instances of fraud committed against the company by its officers or employees
COMPLIANCE WITH SECRETARIAL STANDARD
During the year under review , the company has complied with all the applicable provisions of the secretarial srandard-1 and secretarial srandard-2 issued by the Institute of company secretaries of India
Your company is dedicated to achieving excellence by prioritizing R&D as a common stone of innovation .Our in-house R&D team is committed to pioneering sustainable product innovations driven by cutting edge technology ensuring efficiency across the entire product
The Companyâs in house R& D team strikes for best technology based on sustainable product innovations with efficient product life cycle, including design development and manufacturing process
Your Companyâs employee engagement initiative build trust, enthusiasm and a sense of belonging to the organization .The leadership continues to act on the feedback given by the employees in various forums
The Health, Safety and environmental management system at Rashmi epitomize our unwavering dedication to save guard the environment fostering a conductive working atmosphere and ensuring the wellbeing and safety of all individuals including employees, contractors and visitors
REGISTRAR AND SHARE TRABSFER AGENT
M/s Maheshwari Datamatics (p) Ltd is the RTA Agent of your company. Their contact details are mentioned in the Corporate Governance Report which forms a part of the Annual Report.
The equity shares of your company are listed with the Bombay Stock Exchange Ltd and the Calcutta Stock Exchange Lrd.
Your Directors state that no Disclosure or reporting is required on respect of the following matters as there were no transactions in these items during the year under review
1. Issue of equity shares with differential rights as to dividend, voting etc u/s 43(a) (ii) of the Act.
2. Issue of shares including sweat equity shares to the employee of the company u/s 54(1) (d)
3. The Company does not have any scheme for the provision of money required for purchase of its own shares
4. No instances of non-exercise of voting rights in respect of shares purchased by employees u/s 67(3)
5. Neither the MD nor CEO get any remuneration from any outside source
6. No fraud has been reported by the auditor
7. No such difference is there in the value of loan at the time of taking the loan and its disposal of loan
8. There is no change in the nature of business
9. There is no legal proceedings against the company
10. There is no change in the financial status of the company RIGHT OF THE MEMBERS
1. Right to participate and be aware of the fundamental corporate change
2. Opportunity to participate and vote at the General Meeting.
3. Being informed about the procedure of e voting
4. Opportunity to ask question at the General Meeting etc
Statements in this Management Discussion and Analysis Report describing the Company''s objectives, projections, estimates and expectations may be forward lookingâ within the meaning of applicable laws and regulations. Actual results may differ from those expressed or implied.
Your Directors wish to place on record their grateful appreciation of the continued support given by the several departments of the Government of India and the government of West Bengal, the companyâs bankers and the financial institutions, other agencies, Your Directors alsowish to place on record their deep appreciation for the services rendered by the officers and staff of the Company at all levels for their dedication and loyalty.Therelationship with the employees continues to be cordial.
Mar 31, 2009
The Directors take pleasure in presenting the 22nd Annual Report and
the Audited Statements of Accounts for the year ended on 31st March
2009.
FINANCIAL RESULTS:
The Financial Results of the company for the year ended 31.03.2006
relating to the previous year are given here under:
(Rs. inLacs)
For the year Previous year
Ended 31.03.2009 Ended 31.03.2008
Gross Turnover 559.14 499.15
Other income 1.78 4.25
Less:Expenses: 470.01 408.50
Gross Profit
(Before Dep. Int. & Tax) 90.91 94.90
Less: Depreciation 28.52 28.03
Less: Interest 22.58 25.43
Net Profit(BeforeTax) 39.81 41.44
Less:ProvisionforTax 7.39 3.13
Net Profit (After Tax) 32.42 38.31
Balance B/F (0.68) (38.99)
Apportionment for
Provision of Gratuity (4.16) (0)
Balance carried to
Balance Sheet 27.57 (0.68)
PERFORMANCE
There has been a substantial growth in the turnover of your Company and
thus it was able to reduce further . its carried forward losses. An
expansion programmed is under consideration and your directors expects
a substantial growth in the Companys performance. Your Directors are
optimistic about further improvements in the working results in the
current year.
DIVIDEND:
There being insufficient profits, your Directors regret their inability
to recommend any Dividend for the year.
MANAGEMENT DISCUSSION AND ANALYSIS:
A Report on Management Discussion and Analysis forming part of this
Annual Report is annexed hereto and marked as Annexure-A
CORPORATE GOVERNANCE:
A separate Report on Corporate Governance together with certificate of
compliance from the Auditors in terms of clause 49 of the Listing
Agreement is annexed hereto and marked as Annexure B
DIRECTORS RESPONSIBILITY STATEMENT:
In compliance with the provisions u/s 217 (2AA) of the Companies Act
1956, your Directors hereby confirm:
(i) that in the preparation of the Annual Accounts of the Company, the
applicable Accounting Standards have been followed and that no material
departures have been made from the same:
(ii) that your Directors have selected such Accounting Policies as
detailed in Schedule 12 to the Annual Accounts and applied them
consistently and made judgments and estimates that are reasonable and
prudent 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 or Loss of
the Company for that period ;
(iii) that to the best of their knowledge and information, they have
taken proper and sufficient care for 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 to the best of their knowledge and
ability ; and
(iv) that the Annual Accounts have been prepared on a going concern
basis.
PUBLIC DEPOSITS:
The Company did not receive and/or renew any deposit from the Public
during the year nor was there was any balance carried forward.
PARTICUALRS OF EMPLOYEES
The Company has no employee whose remuneration is more than the limit
specified in Section 217 (2A) of the Companies Act, 1956. And thereby
not attracting the provisions under the Act.
DIRECTORS:
Sri B. R. Kabra and Sri V. K. Sharma Directors of the Company retire by
rotation at the forthcoming Annual General meeting and, being eligible,
offer themselves for re-appointment.
AUDITORS
M/s. Surana Sunil & Co., Chartered Accountants of the Company hold the
office until conclusion of the forth coming Annual General Meeting and
being eligible offer themselves for reappointment. The report of the
Auditors when read with notes on accounts it self explanation and needs
no further clarification.
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE.
The information required under section 217 (1 )(e) of the Companies
Act, read with the Companies (Disclosure of Particulars in the Report
of the Board of directors) Rule 1988, with respect to conservation of
energy, technology absorption and foreign exchange is annexed hereto as
Annexure C and form part of this Report.
PERSONNEL
Your Directors place on records their appreciation of the valuable
services and sincere contributions made by the employees at all levels.
The Management and Employee relationship continued to be very cordial
during year.
DIRECTORS REPORT TO THE SHAREHOLDERS (Contd.) :
ACKNOWLEDGEMENT
Your Directors sincerely appreciate the high degree of professionalism,
commitment and dedication displayed by employees at all levels. The
Directors also place on record their gratitude to the Members, various
departments of the Central and State Government and Bankers for their
continued support, co-operation and confidence.
Place: Kolkata For and on behalf of the Board
Date: 31.08.2009.
M. G. Maheshwari
Chairman
Mar 31, 2008
The Directors take pleasure in presenting the 21st Annual Report and
the Audited Statements of Accounts for the year ended on 31st March
2008.
FINANCIAL RESULTS:
The Financial Results of the company for the year ended 31.03.2008
relating to the previous year are given here under:
(Rs. in Lacs)
For the year Previous year
Ended 31.03.2008 Ended 31.03.2007
Gross Turnover 499.15 541.61
Other income 4.25 3.60
Less: Expenses 408.50 460.74
Gross Profit (Before Dep. Int. & Tax) 94.90 84.47
Less: Depreciation 28.03 26.75
Less: Interest 25.43 29.39
Net Profit (Before Tax) 41.44 28.33
Less: Provision for Tax 3.13 1.09
Net Profit (After Tax) 38.31 27.24
Balance B/F (38.99) (66.23)
Balance carried to Balance Sheet (0.68) (38.99)
PERFORMANCE
There has been a substantial growth in the turnover of your Company and
thus it was able to reduce further its carried forward losses. An
expansion programmed is under consideration and your directors expects
a substantial growth in the Companys performance. Your Directors are
optimistic about further improvements in the working results in the
current year.
DIVIDEND:
There being insufficient profits, your Directors regret their inability
to recommend any Dividend for the year.
MANAGEMENT DISCUSSION AND ANALYSIS:
A Report on Management Discussion and Analysis forming part of this
Annual Report is annexed hereto and marked as Annexure -A
CORPORATE GOVERNANCE:
A separate Report on Corporate Governance together with certificate of
compliance from the Auditors in terms of clause 49 of the Listing
Agreement is annexed hereto and marked as Annexure B
DIRECTORS RESPONSIBILITY STATEMENT:
In compliance with the provisions u/s 217 (2AA) of the Companies Act
1956, your Directors hereby confirm:
(i) that in the preparation of the Annual Accounts of the Company, the
applicable Accounting Standards have been followed and that no material
departures have been made from the same:
(ii) that your Directors have selected such Accounting Policies as
detailed in Schedule12 to the Annual Accounts and applied them
consistently and made judgments and estimates that are reasonable and
prudent 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 or Loss of
the Company for that period ;
(iii) that to the best of their knowledge and information, they have
taken proper and sufficient care for 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 to the best of their knowledge and
ability; and
(iv) that the Annual Accounts have been prepared on a going concern
basis.
PUBLIC DEPOSITS:
The Company did not receive and/or renew any deposit from the Public
during the year nor was there was any balance carried forward.
PARTICUALRS OF EMPLOYEES
The Company has no employee whose remuneration is more than the limit
specified in Section 217 (2A) of the Companies Act, 1956 And thereby
not attracting the provisions under the Act.
DIRECTORS:
Sri R. K. Chandak and Sri P. Saha Directors of the Company retire by
rotation at the forthcoming Annual General meeting and, being eligible,
offer themselves for re-appointment
AUDITORS
M/s. Surana Sunil & Co., Chartered Accountants of the Company hold the
office until conclusion of the forth coming Annual General Meeting and
being eligible offer themselves for reappointment. The report of the
Auditors when read with notes on accounts it self explanation and needs
no further clarification.
ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE.
The information required under section 217 (1 )(e) of the Companies
Act, read with the Companies (Disclosure of Particulars in the Report
of the Board of directors) Rule 1988, with respect to conservation of
energy, technology absorption and foreign exchange is annexed hereto as
Annexure C and form part of this Report.
PERSONNEL
Your Directors place on records their appreciation of the valuable
services and sincere contributions made by the employees at all levels.
The Management and Employee relationship continued to be very cordial
during year.
ACKNOWLEDGEMENT
Your Directors sincerely appreciate the high degree of professionalism,
commitment and dedication displayed by employees at all levels. The
Directors also place on record their gratitude to the Members, various
departments of the Central and State Government and Bankers for their
continued support, co-operation and confidence.
Place : Kolkata For and on behalf of the Board
Date : 27.08.2008.
M. G. Maheshwari
Chairman
Mar 31, 2007
The Directors take pleasure in presenting the 20th Annual Report and
the Audited Statements of Accounts for the year ended on 31th March
2007.
FINANCIAL RESULTS:
The Financial Results of the company for the year ended 31.03.2007
relating to the previous year are given here under:
(Rs. in Lacs)
For the year Previous year
Ended 31.03.2007 Ended 31.03.2006
Gross Turnover 541.61 368.22
Other income 3.60 3.89
Less. Expenses: 460.74 305.08
Gross Profit(Befoa- Dep. Int. & Tax) 84.47 67.03
Less: Depreciation 26.75 24.53
Less: Interest 29.39 23.77
Net Profit(Beforc Tax) 28.33 18.73
Less:Provision for Tax 1.09 0.65
Net Profit! Alter Tax; 27.24 18.08
Add : Exeess Provision for lax written hack -- 5.30
Balance B/F (66.23) (89.79)
Balance carried to Balance Sheet (38.99) (66.23)
PER FORMANCE
There has been a substantial growth in the turnover of your Company and
thus it was able to reduce further its carried forwa losses . An
expansion programmed is under consideration and your din. tors expects
a substantial growth in the companys performance. Your Directors arc
optimistic about further impro emcnts in the working results in the
current year.
DIVIDEND:
There being no realized profits, your Directors regret their inability
to recommend any Dividend for the year. MANAGEMENT DISCUSSION AND
ANALYSIS:
A Report on Management Discussion and Analysis forming part of this
Annual Report is annexed hereto and marked as Annexure -"A"
CORPORATE GOVERNANCE:
A separate Report on Corporate Governance together with certificate of
compliance from the Auditors in terms of clause 49 of the Listing
Agreement is annexed hereto and marked as Annexure B
DIRECTORS RESPONSIBILITY STATEMENT:
In compliance with the provisions u/s 217 (2AA) ofthe Companies Act
1956, your Directors hereby confirm:
(i) that in the preparation of the Annual Accounts ofthe Company, the
applicable Accounting Standards have been followd and that no material
departures have been made from the s;une:
(ii) that your Directors have selected such Accounting Policies as
detailed in Schedule 12 to the Annual Accounts and applied them
consistently and made judgments and estimates that arc reasonable and
prudent 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 or Loss of
the Company for that period ;
(iii) that to the best of their knowledge and information, they have
taken proper and sufficient care for 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 to the best of (heir knowledge and
ability ; and
(iv) that the Annual Accounts have been prepared on a going concern
basis.
PUBLIC DEPOSITS:
The Company did not receive and/or renew any deposit from the Public
during the year nor was there was any balance carried forward.
PARTICUALRS OF EMPLOYEES
The Company has no employee whose remuneration is more than the limit
specified in Section 217 (2A) of the Companies Act. 1956.And there By
not attracting the provisions tinder the Act.
DIRECTORS:
Sri A K Guha and Vijay Kumar Sharma Directors of the Company retire by
rotation at the forthcoming Annual General meeting and. being eligible,
offer themselves for re-appointment. Sri Abhishek Toshniwal, Sri C. P.
Toshniwal and Sri M. L. Jhanwar expressed their intention for not to be
re-appointed as the Directors of the Company because they were enable
to adjust their time with the company rule and regulation
AUDITORS
M/s. Surana Sunil & Co.. Chartered Accountants, appointed as a Auditor
in place of M/s D. R. Jain & Co.. by a resolution of the member dated
31st January.2007 M/s Surana Sunil & Co. hold the office until
conclusion of the forth coming Annual General Meeting and being
eligible offer themselves for reappointment. The report of the Auditors
when read with notes on accounts it self explanation and needs no
further clatification.
ENERGY/TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE.
The information requierd under section 217 (l)(e) of the Companies Act.
read with the Companies (Disclosure of Particulars in the Report of the
Board of directors) Rule 1988. with respect to conservation of energy,
technology absorption and foreign Exehange is annexed hereto as
Annexure "C" and form part of this Report.
PERSONNEL
Your Diretors place on records their appreciation of the valuable
services and sincere contributions made by the employees at all levels.
The Management and Employee relationship Continued to be very cordial
during year.
ACKNOWLEDGEMENT
Your Directors sincerely appreciate the high degree of"
professionalism, commitment and dedication displayed by employees at
all levels. The Directors also place on record their gratitude to the
Members, various departments of the Central and State Government and
Hankers for their continued support, co-operation and confidence.
place: Kolkata For and on behalf of the Board
Date: 05.09.2007 M. G. Mahcshwari Nitesh Toshniwal
Chairman Managing Director
Mar 31, 2006
The Directors take pleasure in presenting the 19th Annual Report and
the Audited Statements of Accounts for the year ended on 31st March
2006.
FINANCIAL RESULTS:
The Financial Results of the company for the year under review and
those of the previous year are given here under:
(Rs. in Lacs)
For the year Previous year
ended 31.03.2006 ended 31.03.2005
Rs. Rs.
Gross Turnover (including other income) 430.59 220.29
Less: Expenses: 362.73 181.96
Gross Profit(Before Dep. Int. & Tax) 67.86 38.33
Less: Depreciation 24.53 23.51
Less: Interest 24.60 16.61
Net Profit(Before Tax) 18.73 (1.79)
Less:ProvisionforTax - -
Less:Provision for FBT (0.65) -
Net Profit/(Loss) after Tax 18.08 (1.79)
Excess Provision for Tax written back 5.38 -
Net Profit after Adjustments 23.46 (1.79)
Balance B/F (89.69) (87.90)
Balance (loss) carried to Balance Sheet (66.23) (89.69)
This year your Company has given tremendous performance and showed a
net adjusted profit of Rs 23.46 Lacs that resulted in reduction of
brought forwarded loss to Rs 66.23 Lacs. Your Company has shown growth
in its production as well as trading activities resulting in an
increase in the gross profit by about 77% over that of the last year.
Your Directors are committed to maintain this momentum of growth and
expects to wipe out the carried forward loss in the near future.
DIVIDEND:
There being inadequate profits, your Directors regret to recommend any
Dividend for the year.
MANAGEMENT DISCUSSION AND ANALYSIS:
A Report on Management Discussion and Analysis forming part of this
Annual Report is annexed hereto and marked asAnnexure-A1
CORPORATE GOVERNANCE:
A separate Report on Corporate Governance together with certificate of
compliance from the Auditors in terms of clause 49 of the Listing
Agreement is annexed hereto and marked as Annexure B
DIRECTORS RESPONSIBILITY STATEMENT:
In compliance with the provisions u/s 217 (2AA) of the Companies Act
1956, your Directors hereby confirm:
(i) that in the preparation of the Annual Accounts of the Company, the
applicable Accounting Standards have been followed and that no material
departures have been made from the same:
(ii) that your Directors have selected such Accounting Policies as
detailed in Schedule12 to the Annual Accounts and applied them
consistently and made judgements and estimates that are reasonable and
prudent 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 or Loss of
the Company for that period;
(iii) that to the best of their knowledge and information, they have
taken proper and sufficient care for 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 to the best of their knowledge and
ability; and
(iv) that the Annual Accounts have been prepared on a going concern
basis.
PUBLIC DEPOSITS:
Your Company did not receive and/or renew any deposit from the Public
during the year nor was their any balance carried forward.
PARTICUALRS OF EMPLOYEES
The Company has no employee whose remuneration is more than the limit
specified in Section 217 (2A) of the Companies Act, 1956.
DIRECTORS:
Sri B. R. Kabra, Sri R K Chandak and Sri P. Saha, Directors of the
Company retire by rotation at the forthcoming Annual General meeting
and, being eligible, offer themselves for re- appointment.
AUDITORS :
M/s. D. R. Jain & Co., Chartered Accountants, the present auditors of
the Company, retires in the forthcoming Annual General Meeting and
being eligible, offer themselves for re-appointment. The report of the
Auditors when read with the notes on Accounts is self explanatory and
needs no elaboration.
ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE.
The information required under section 217 (1)(e) of the Companies Act,
read with the Companies (Disclosure of Particulars in the Report of the
Board of directors) Rule 1988, with respect toconservation of energy,
technology absorption and foreign exchange is annexed hereto as
Annexure C and form part of this Report.
PERSONNEL
Your Directors place on records their appreciation of the
valuableservices and sincerecontributions made by the employees at all
levels.
The Management and Employee relationship continued to be very cordial
during year.
ACKNOWLEDGEMENT
Your Directors sincerely appreciate the high degree of professionalism,
commitment and dedication displayed by employees at all levels. The
Directors also place on record their gratitude to the Members, various
departments of the Central and State Government and Bankers for their
continued support, co-operation and confidence.
Place : Kolkata For and on behalf of the Board
Date : 2nd September, 2006 M. G. Maheshwari Nitesh Toshniwal
Chairman Managing Director
Mar 31, 2005
Your Directors take pleasure in presenting the 18th Annual Report and
the Audited Statements of Accounts for the year ended on 31st March
2005.
FINANCIAL RESULTS;
The Financial Results of the company for the year under review and
those of the previous year are given here under:
(Rs. in Lacs)
For the year Previous year
ended 31.03.2005 ended 31.03.2004
Gross Turnover (including other income) 220.29 147.29
Less: Expenses: 181.96 107.63
Gross Profit(Before Dep. Int. & Tax) 38.33 39.66
Less: Depreciation 23.51 13.37
Less: Interest 16.61 29.33
Net Proflt(Before Tax) (1.79) (3.05)
Less : Provision for Tax
Less : Provision for Deferred Tax
Net (Loss) (1.79) (3.05)
Balance B/F (87.90) (84.85)
Balance (loss) carried to Balance Sheet (89.69) (87.90)
There has been a substantial growth in the turnover of your Company and
thus it was able to reduce its losses compare to the previous year. An
expansion programme is under consideration though with your directors
expects a good growth in the Companys performance and thus your
Directors are optimistic about further improvements in the working
results in the current year.
DIVIDEND:
There being no realised profits, your Directors regret their inability
to recommend any Dividend for the year.
MANAGEMENT DISCUSSION AND ANALYSIS:
A Report on Management Discussion and Analysis forming part of this
Annual Report is annexed hereto and marked as Annexure ÂA
CORPORATE GOVERNANCE:
A separate Report on Corporate Governance together with certificate of
compliance from the Auditors in terms of clause 49 of the Listing
Agreement is annexed hereto and marked as Annexure `B
DIRECTORS RESPONSIBILITY STATEMENT:
In compliance with the provisions u/s 217 (2AA) of the Companies Act
1956, your Directors hereby confirm:
(i) that in the preparation of the Annual Accounts of the Company, the
applicable Accounting Standards have been followed and that no material
departures have been made from the same;
(ii) that your Directors have selected such Accounting Policies as
detailed in Schedule 12 to the Annual Accounts and applied them
consistently and made judgements and estimates that are reasonable and
prudent 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 or Loss of
the Company for that period ;
(iii) that to the best of their knowledge and information, they have
taken proper and sufficient care for 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 to the best of their knowledge and
ability ; and
(iv) that the Annual Accounts have been prepared on a going concern
basis.
PUBLIC DEPOSITS:
The Company did not receive and/or renew any deposit from the Public
during the year nor was there any balance carried forward.
PARTICUALRS OF EMPLOYEES
The Company has no employee whose remuneration is more than the limit
specified in Section 217 (2A) of the Companies Act, 1956.
DIRECTORS:
Sri A K Guha, Sri S. K. Toshniwal and Sri R. K. Gupta, Directors of the
Company retire by rotation at the forthcoming Annual General meeting
and, being eligible, offer themselves for re-appointment. Only Sri R.
K. Gupta expressed his inability to be re appointed as Director because
of his growing age and indifferent health. Brief Particulars of the
Directors are stated as under:
Sl. No Name & Adress Age Qualification Experience
1 A K Guha; 5/5A J G Road; Kol-42 50 B.Com 30 years
2 S K Toshniwal; 11 Pollock St.; Kol-1 48 B.Com 20 years
3 R K Gupta; 9 Mullen Street; Kol-20 75 M.Com 40 years
4 Abhishek Toshniwal; 11 Pollock St 24 B.Com (H); MBA 01 years
Mr. A. K. Guha, aged about 50 years is a commerce graduate having wide
experience in the field of Business and Marketing. He is not a Director
of any other Company nor he hold any place in any of the Committees of
the Company
Mr. S. K. Toshniwal, aged about 48 years is a Commerce Graduate having
wide experience of Companies Finance and Purchase. He is not a Director
of any other Company nor he hold any place in any of the Committees of
the Company.
Mr. R. K. Gupta, aged about 75 years has served the Company for more
than 3 years and has contributed in the growth and development of the
Company. Your Company highly appreciate the performance of Mr. Gupta
and expects that he will shower his enrich is deep knowledge and
experience to Company from time to time, if required.
Mr. Abhishek Toshniwal, aged about 24 years is highly educated
professional and has done his MBA in Finance from USA. Your Company
feels that his presence will enable to make RASHMI a Global Brand and
thus will held in the growth of the Company He is not a Director of any
other Company nor he hold any place in any of the Committees of the
Company
AUDITORS
M/s. D. R. Jain & Co., Chartered Accountants, retires and is eligible
for re-appointment as Auditors.
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE.
The information required under section 217 (1)(e) of the Companies Act,
read with the Companies (Disclosure of Particulars in the Report of the
Board of directors) Rule 1988, with respect to conservation of energy,
technology absorption and foreign exchange is annexed hereto as
Annexure `C and form part of this Report.
PERSONNEL
Your Directors place on records their appreciation of the valuable
services and sincere contributions made by the employees at all levels.
The Management and Employee relationship continued to be very cordial
during year.
ACKNOWLEDGEMENT
Your Directors sincerely appreciate the high degree of professionalism,
commitment and dedication displayed by employees at all levels. The
Directors also place on record their gratitude to the Members, various
departments of the Central and State Government and Bankers for their
continued support, co-operation and confidence.
Place: Kolkata For and on behalf of the Board
Date : 16th August 2005
M. G. Maheshwari Nitesh Toshniwal
Director Managing Director
ANNEXURE TO THE DIRECTORS REPORT
Information as required under section 217(l)(e) read with the Companies
(Disclosure of Particulars in the Report of the Board of directors)
Rules, 1988:
A. CONSERVATION OF ENERGY
a) Energy conservation measure taken:
The company is taking adequate steps for reduction in non-essential
loads to conserve power.
b) Additional investment and proposals being implemented for reduction
of consumption of energy:
The efforts to conserve energy on other areas are in progress,
c) Impact of above measures:
More efficient utilisation of power and reduction in energy
consumption.
d) Total energy consumption and energy consumption per unit of
production:
As per form "A" annexed.
B. TECHNOLOGY ABSORPTION
Efforts made in technology absorption:
As per form "B" annexed.
C. FOREIGN EXCHANGE EARNING AND OUTGO
Activities relating to export, initiative taken to increase export
development of new export market for products and services and export
plans:
The company has not undertaken any export activity during the year.
Total foreign exchange used and earned: (Rs. In lacs)
Total foreign exchange earning NIL
Total foreign exchange outgo 2.94
FORM-A
Declaration of producers with respect to conservation of energy for the
year ended 31.03.2005:
POWER AND FUEL CONSUMPTION
1. ELECTRICITY
a) Purchased
- Unit (in lacs) 3.20
- Total amount (RS. In Lacs) 16.11
- Rate (Rs./Unit) 5.03
CONSUMPTION PER UNIT OF PRODUCTION
Electricity (Elec. Unit/Prod. Unit) 2.21
FORM-B
Form for disclosure of particulars with respect to technology
absorption
RESEARCH AND DEVELOPMENT (R&D)
1. SPECIFIC AREAS IN WHICH R&D PROPOSED TO BE CARRIED OUT BY THE
COMPANY
The company has undertaken to set up a project to develop an in-house
system of research and analysis for developing sophisticated lighting
apparatous indigenously.
2. BENEFITS DERIVED
The project is yet to be completed.
3. FUTURE PLAN OF ACTION
The Company is also planning to set up solar power unit with Chinese
technology..
4. EXPENDITURE ON R&D
The entire project is on a planning stage at the moment.
TECHNOLOGY ABSORPTION, ADOPTATION AND INNOVATION
1. EFFORTS MADE:
Continuous efforts are being made towards improvement in the existing
production process.
2. BENEFITS:
The company is successful in improving the quality of its products.
3. PARTICULARS OF TECHNOLOGY IMPORTED DURING LAST 5 YEARS: NIL
Auditors Certificate on Compliance with the conditions of Corporate
Governance Under Clause 49 of the Listing Agreement
Mar 31, 2004
TO THE SHAREHOLDERS:
Directors take pleasure in presenting the 17th Annual Report and the
Audited Statements of Accounts for the year ended on 31st March 2004.
FINANCIAL RESULTS:
The Financial Results of the company for the year under review and
those of the previous year are given here under:
(Rs. in Lacs)
For the year Previous year
ended 31.03.2004 ended 31.03.2003
Gross Turnover
(including other income) 147.29 168.53
Less:Expenses: 107.63 136.20
Gross Profit
(Before Dep. int. & Tax) 39.66 32.33
Less: Depreciation 13.37 11.99
Less: Interest 29.33 28.62
Net Profit (Before Tax) (3.05) (8.28)
Less : Provision for Tax
Less : Provision for Deferred Tax - -
Net (Loss) (3.05) (8.28)
Balance B/F (84.85) (76.57)
Balance (loss) carried to
Balance Sheet (87.90) (84.85)
Though the gross turnover decreased by 13% compared to previous year,
there was a sizeable increase in the gross profit before Depreciation
and interest by about 23%, mainly due to continuous improvements in
operational efficiencies and effective cost control mechanism and close
monitoring of production schedules. Your Directors are optimistic about
further improvements in the working results in the"current year.
DIVIDEND:
There being no realised profits, your Directors regret their inability
to recommend any Dividend for the year.
MANAGEMENT DISCUSSION AND ANALYSIS:
A Report on Management Discussion and Analysis forming part of this
Annual Report is annexed here to and marked as Annexure -`A'
CORPORATE GOVERANCE:
A separate Report on Corporate Governance together with certificate of
compliance from the Auditors in terms of clause 49 of the Listing
Agreement' is annexed hereto and Marked as Annexure `B'
DIRECTORS RESPONSIBILITY STATEMENT:
In compliance with the provisions u/s 217 (2AA) of the Companies Act
1956, your Directors hereby confirm:
(i) that in the preparation of the Annual Accounts of the Company, the
applicable Accounting Standards have been followed and that no material
departures have been made from the same:
(ii) that your Directors have selected such Accounting Policies as
detailed in Schedule 12 to the Annual Accounts and applied them
consistently and made judgements and estimates that are reasonable and
prudent 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 or Loss of
the Company for that period ;
(iii) that to the best of their knowledge and information, they have
taken proper and sufficient care for 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 to the best of their knowledge and
ability ; and
(iv) that the Annual Accounts have been prepared on a going concern
basis.
PUBLIC DEPOSITS
The Company did not receive and/or renew any deposit from the Public
during the year nor was there any balance carried forward.
DIRECTORS:
Sri V. K. Sharma, Sri C. P. Toshniwal and Sri M.L. Jhanwar Directors of
the Company retire by rotation at the forthcoming Annual General
meeting and being eligible, offer themselves for re-appointment.
Mr. V.K.Sharma, aged about 40 years is a commerce graduate having wide
experience in the field of Business and Marketing.
Mr. C.P.Toshniwal, aged about 47 years is a Commerce Graduate having
wide experience of Business and Sales.
Mr. M.L.Jhanwar, aged about 50 years is a Businessman and has wide
experience in the field of Business and Administration.
AUDITORS
M/s. D. R. Jain & Co., Chartered Accountants, retire and are eligible
for re-appointment as Auditors.
ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE.
The information required under section 217 (1)(e) of the Companies Act,
read with the Companies (Disclosure of Particulars in the Report of the
Board of directors) Rule 1988, with respect to conservation of energy,
technology absorption and foreign exchange is annexed hereto as
Annexure `C' and form part of this Report.
PERSONNEL
Directors place on records their appreciation of the valuable services
and sincere contributions made by the employees at all levels. The
Management and Employee relationship continued to be very cordial
during year.
ACKNOWLEDGEMENT
Directors sincerely appreciate the high degree of
professionalism,commitment and dedication displayed by employees at all
levels. The Directors also place on record their gratitude to the
Members, various departments of the Central and State Government and
Bankers for their continued support, co-operation and confidence.
For and on behalf of the Board
M. G. Maheshwari
Director
Nitesh Toshniwal
Managing Director
Place : Kolkata
Date : 5th August 2004
ANNEXURE C
Information as required under section 217(I)(e) read with the Companies
(Disclosure of
Particulars in the Report of the Board of directors) Rules, 1988;
A. CONSERVATION Off' ENERGY
a) Energy conservation measure taken:
The company is taking adequate steps for reduction in non-essential
loads to conserve power,
b) Additional investment and proposals being implemented for
reduction of consumption of energy:
The efforts to conserve energy on other areas are in progress.
c) Impact of above measures:
More efficient utilisation of power and reduction in energy
consumption,
d) Total energy consumption and energy consumption per unit of
production: As per form "A" annexed.
B. TECHNOLOGY ABSORPTION Efforts made in technology absorption: As per
form "B" annexed.
C. FOREIGN EXCHANGE EARNING AND OUTGO
Activities relating to exports initiative taken to increase export
development of new export market for products and services and export
plans:
The company has not undertaken any export activity during the year.
Total foreign exchange used and earned: (Rs. In lacs)
Total foreign exchange earning NIL
Total foreign exchange outgo 0.72
FORM - B
Form for disclosure of particulars with respect to technology
absorption
RESEARCH AND DEVELOPMENT (R&D)
1. SPECIFIC AREAS 1N WHICH R&D PROPOSED TO BE CARRIED OUT BY THE
COMPANY
The company has undertaken to set up a project to develop an in-louse
system of research and analysis for developing sophisticated lighting
apparatous indigenously.
2. BENEFITS DERIVED
The project is yet to be completed.
3. FUTURE PLAN OF ACTION
The company is also planning to set up solar power unit with Chinese
technology.
4. EXPENDITURE ON R&D
The entire project is on a planning stage at the moment.
TECHNOLOGY ABSORPTION, ADOPTATION AND INNOVATION
1. EFFORTS MADE:
Continuous efforts are being made towards improvement in the existing
production process.
2. BENEFITS:
The company is successful in improving the quality of its products.
3. PARTICULARS OF TECHNOLOGY IMPORTED DURING LAST 5 YEARS: NIL
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