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 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, 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 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.
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. 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 2017-18. 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, 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 going concern'
basis; and e. They have prepared the annual accounts for the year ended 31st March, 2018
on a going concern' 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 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 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 "MGT-9".
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 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 |
VipulDangi |
Date: 05th Sept 2018 |
(Managing Director) |
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