To The Members,
Your Directors have pleasure to present their 38th Annual Report on the
business and operations of the Company together with the audited statements of accounts
for the financial year ended 31st March, 2025.
1. FINANCIAL HIGHLIGHTS
The Company's financial results for the year under review along with previous year's
figures are given hereunder:
(Amount in Rs.)
Particulars |
Year ended March 31, 2025 |
Year ended March 31, 2024 |
Revenue from Operations |
1,85,47,13,074 |
1,96,60,38,495 |
Other Income |
6,93,94,868 |
9,36,50,856 |
Total Income |
1,92,41,07,942 |
2,05,96,89,351 |
Total Expenses before finance cost, depreciation and tax |
1,79,60,97,452 |
1,88,57,74,272 |
Finance Costs |
97,35,700 |
86,32,730 |
Depreciation & Amortization Expense |
26,03,335 |
30,00,776 |
Profits before exceptional and extraordinary items and tax |
11,56,71,455 |
16,22,81,573 |
Exceptional Items/Prior Period Items |
(34,499) |
1,27,12,926 |
Profit Before Tax |
11,56,36,956 |
17,49,94,499 |
Less: Tax Expenses |
3,02,35,250 |
4,42,53,882 |
Net Profit After Tax |
8,54,01,706 |
13,07,40,617 |
2. REVIEW OF OPERATIONS:
During the year under review, your Company has earned a Net Profit of Rs. 8,54,01,706/
when compared to Net Profit of Rs. 13,07,40,617/ in the previous year. Net profit before
taxation earned during the year under review amounted to Rs. 11,56,36,956/ as against Rs.
17,49,94,499/ in the previous year.
3. DIVIDEND
The Board has recommended a dividend of Rs. 1.50/ per Equity Share of 10.00/ each
(i.e., 15% of face value) for the year ended March 31, 2025. This payment is subject to
your approval at the ensuing 38th Annual General Meeting of the Company.
In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020,
dividend paid or distributed by the Company shall be taxable in the hands of the
shareholders. Your Company shall, accordingly, make the payment of the dividend after
deduction of tax at source.
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has approved and adopted the Dividend
Distribution Policy and the same is available on the Company's website
https://dhanroto.com/investors/.
4. RESERVES:
The Company proposes to transfer Rs. 8,54,01,706/ to retained earnings for the
Financial Year 202425. With this addition, the total Reserves & Surplus (including
Capital Reserve, Central Subsidy, Investment
Allowance Reserve, Revaluation surplus & Retained Earnings) as on March 31,2025 is
Rs.49,10,83,335 / as against the Paidup Capital of Rs.7,80,06,000/.
5. DIRECTORS:
Mr. Keshav Inani, Whole Time Director of the company retires at this Annual General
Meeting and being eligible, seeks reappointment. The Board recommended his appointment.
Mr. Rajkumar Inani, Whole Time Director and Ms. Natasha Inani, NonExecutive Director of
the Company resigned from their designation w.e.f. 01/04/2024 and the same was noted at
the Board meeting held on 30th March, 2024.
The second term of Mr. Shyamsundar Jakhotia, Mr. K.N. Prasad and Mr. Simanth Roy
Chowdhury as Independent Directors of the Company was upto 31st March, 2024.
Therefore, the said Directors ceased to be the Directors of the Company from 01st
April, 2024.
Mr. Vivek Baheti, Mr. Dhanraj Soni and Ms. Anushree Athasniya were appointed as
Additional Independent Directors of the Company w.e.f 01/04/2024 and the same were
regularized at Annual General Meeting held on 29th June, 2024.
Apart from above, there were no other changes in the composition of the board during
the year under review.
6. INDEPENDENT DIRECTORS (DECLARATION OF INDEPENDENT DIRECTOR)
The Company has received necessary declaration from each independent director under
section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid
down in section 149(6) of the Companies Act, 2013.
7. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The names of the Directors on the Board, their attendance at Board Meetings held during
the year is given below:
Details of Board Meetings
Date of Board Meeting |
Narayan Inani |
Anirudh Inani |
Keshav Inani |
Dhanraj soni |
Vivek baheti |
Anushree Atasniya |
21052024 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
03062024 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
29072024 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
12082024 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
09092024 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
08102024 |
Yes |
Yes |
No |
Yes |
Yes |
Yes |
07112024 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
10022025 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
11032025 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
27032025 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
28032025 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
Total No. of meetings attended |
11 |
11 |
10 |
11 |
11 |
11 |
8. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its responsibility Statement:—
a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis; and
e) The directors, had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively Internal financial control means the policies and procedures adopted by the
Company for ensuring the orderly and efficient conduct of its business including adherence
to Company's policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records and the timely
preparation of reliable financial information.
f) The directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
9. STATUTORYAUDITORS
M/s G. D. Upadhyay & Co., Chartered Accountants, Hyderabad were appointed as
Statutory Auditors for a period of 5 years at the Annual General Meeting held on
29/09/2022 and holds office till the conclusion of 40th Annual general meeting
to be held in the year 2027.
Further the Auditors' Report is unmodified i.e. it does not contain any qualification,
reservation or adverse remark. The Auditor's Report is enclosed with the financial
statements in this annual report.
10. SECRETARIAL AUDITOR:
M/s. Baheti Gupta & Co., Company Secretaries, were appointed at the Board Meeting
held on 21st May, 2024 to conduct the secretarial audit of the Company for
financial year 202425, as required under section 205 of the Companies Act, 2013 and rules
made thereunder.
The Secretarial audit report for financial year 202425 forms part of the Annual Report
as ‘ANNEXUREA' to the Boards Report. Further the Secretarial Audit Report does not
contain any qualification, reservation or adverse remark.
As per the regulation 24(1) A M/s Baheti Gupta & Co., Company Secretaries,
Hyderabad are proposed for the appointment as secretarial auditor for a period of 5 years
at the ensuing Annual General Meeting to be held on 19/09/2025 who shall hold office till
the conclusion of the Annual general meeting to be held in the year 2030.
11. INTERNAL AUDITORS:
M/s. M. Jhawar & Associates., Chartered Accountants, performs the duties of
internal auditors of the company and their report is reviewed by the Audit committee from
time to time.
12. COST AUDIT:
The Central Government has not prescribed the maintenance of cost records under section
148 (1) of the Companies Act, 2013 for any of the goods dealt in by the Company.
13. ANNUAL RETURN:
The copy of the Annual Return as on 31st March, 2025 pursuant to the
provisions of Section 92 read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 is available on the website of the company and the same can be
accessed at https://www.dhanroto.com.
14. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint venture or Associate Company.
15. LOANS, GUARANTEES, INVESTMENTS MADE OR SECURITIES PROVIDED:
The details of the loans given by the company and investments made pursuant to section
186 of the Companies Act, 2013 are disclosed in the financial statements as required under
the provisions of the Companies Act, 2013. Further the Company has not given any guarantee
or provided security during the year under review.
16. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on
an arm's length basis and were in the ordinary course of business. All Related Party
Transactions were placed before the Audit Committee and also the Board for approval.
Detailed information about the related party transactions is enclosed in form AOC2 as AnnexureB
The policy on Related Party Transactions as approved by the Board is uploaded on the
website of the Company at https://dhanroto.com/investors/.
17. DEPOSITS:
The Company has neither accepted nor renewed any deposits during the year under review.
18. LISTING ARRANGEMENTS:
Company's shares are presently listed on The Bombay Stock Exchange Limited & other
details are listed below:
Stock Exchange Name |
The BSE Limited |
Scrip Code |
521216 |
Scrip Name |
DHANROTO |
ISIN |
INE220C01012 |
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
As required by the provisions of Companies Act, 2013, the relevant information
pertaining to conservation of energy, technology absorption and foreign exchange earnings
and outgo are given under:
A. Conservation of Energy:
Adequate measures have been taken to reduce energy consumption, wherever possible.
There were no additional investments made for the conservation of energy during the period
under review.
B. Research and Development (R&D):
a) Specific areas in which R&D has been carried out by the company: NIL
b) Benefits derived as a result of the above R&D: NIL
c) Future plans of action: NIL
d) Expenditure on R&D: NIL
II) Technology Absorption, Adaptation and Innovation:
a) Technology Imported: NIL
b) Year of Import: NIL
c) Has the technology been fully absorbed: NIL
d) Technical collaborator: NIL
C. Foreign Exchange Earnings and Outgo:
Particulars |
202425 Amount (Rs.) |
202324 Amount (Rs.) |
Earnings: |
3,80,40,939 |
5,83,51,438 |
Outgo: |
1,72,49,42,276 |
1,71,57,87,222 |
20. PARTICULARS OF EMPLOYEES:
There is no employee who if employed throughout the financial year, was in receipt of
remuneration for that year which, in the aggregate, was not less than One Crore and Two
Lakhs rupees or if employed for a part of the financial year, was in receipt of
remuneration for any part of that year, at a rate which, in the aggregate, was not less
than Eight lakh and Fifty thousand rupees per month or if employed throughout the
financial year or part thereof, was in receipt of remuneration in that year which, in the
aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that
drawn by the managing director or wholetime director or manager and holds by himself or
along with his spouse and dependent children, not less than two percent of the equity
shares of the company and thus consequently no information is required to be provided in
this regard in accordance with the provisions of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 of the Companies Act, 2013.
21. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has effective ‘internal financial controls' that ensure an orderly and
efficient conduct of its business, including adherence to company's policies, safeguarding
of its assets, prevention and detection of frauds and errors, accuracy and completeness of
the accounting records, and timely preparation of reliable financial information.
There are adequate controls relating to strategic, operational, environmental and
quality related aspects too.
While these controls have been effective throughout the year, these are reviewed on a
periodic basis for any changes/ modifications to align to business needs.
22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations.
23. TRANSFER OF UNCLAIMED DIVIDEND FUND:
The Company has transferred unclaimed dividend to the separate bank account as per the
provisions of Section 125(2) of the Companies Act, 2013.
24. MATERIAL CHANGES AND COMMITMENT IF ANY:
There are no material changes and commitments affecting financial position of the
company during the year under review.
25. BUSINESS RISK MANAGEMENT POLICY:
Global events have challenged nearly every company, leading to a rethink of assumptions
and adaption of strategies to a new operating environment that involves managing major
risks with a renewed focus on the safety of people.
The Company has adopted a Risk Management Plan for implementation of Enterprise Risk
Management (ERM) framework. As per the Companies Act, 2013 and SEBI (Listing Obligation
and Disclosure Requirements) Regulations 2015, the Board shall establish a Risk Management
Plan/ Policy and the Audit Committee shall evaluate the Risk Management systems
periodically.
In line with this requirement, the Board is responsible for initiating and instituting
the ERM framework and setting the requisite tone at the top for implementation of the ERM
framework. Further, the Board shall be responsible for overseeing measures for managing
risk. The Plan also envisages a key role for the Audit Committee which shall periodically
(at least annually) review the adequacy of Risk Management Systems, recommend improvements
if needed, discuss with external consultants, Internal Auditors to test the adequacy and
effectiveness of the Risk Management System.
In today's challenging and competitive environment, strategies for mitigating inherent
risks in accomplishing the growth plans of the Company are imperative. The common risks
inter alia are: Regulations, competition, Business risk, Technology obsolescence,
Investments, retention of talent and expansion of facilities.
Business risk, interalia, further includes financial risk, political risk, fidelity
risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate
are taken to mitigate the same.
26. CORPORATE SOCIAL RESPONSIBILITY:
The Annual Report on CSR activities in terms of the requirements of Companies
(Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure C which
forms part of this Report.
27. CORPORATE GOVERNANCE REPORT:
Your Company is in compliance with all the applicable provisions of Corporate
Governance as stipulated under Chapter IV of the Listing Regulations. A report on
Corporate Governance as required under the Listing Regulations is provided in Annexure
D which forms part of the Report. A Certificate from M/s Baheti Gupta Co, Practicing
Company Secretaries regarding compliance with the conditions stipulated in the Listing
Regulations forms part of the Corporate Governance Report.
28. BOARD EVALUATION:
Pursuant to the provisions of Companies Act, 2013 and according to SEBI (Listing
Obligation and Disclosure Requirements) Regulations 2015, the Board has carried out annual
performance evaluation of its own performance, the directors individually as well the
evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder
committee.
Policy:
1. The Nomination and Remuneration Committee, and the Board, shall review on annual
basis, appropriate skills, knowledge and experience required of the Board as a whole and
its individual members. The objective is to have a board with diverse background and
experience that are relevant for the Company's operations.
2. In evaluating the suitability of individual Board member the Nomination and
Remuneration Committee may take into account factors, such as:
General understanding of the company's business dynamics, global business and social
perspective;
Educational and professional background
Standing in the profession;
Personal and professional ethics, integrity and values;
Willingness to devote sufficient time and energy in carrying out their duties and
responsibilities effectively.
2.1 The proposed appointee shall also fulfil the following requirements:
shall possess a Director Identification Number;
shall not be disqualified under the companies Act, 2013;
shall endeavour to attend all Board Meeting and Wherever he is appointed as a Committee
Member, the Committee Meeting;
shall abide by the code of Conduct established by the company for Directors and senior
management personnel;
shall disclose his concern or interest in any company or companies or bodies corporate,
firms, or other association of individuals including his shareholding at the first meeting
of the Board in every financial year and thereafter whenever there is a change in the
disclosures already made;
Such other requirements as may be prescribed, from time to time, under the companies
Act, 2013.
3. Criteria of independence
3.1. The Nomination & Remuneration Committee shall assess the independence of
Directors at time of appointment/ re appointment and the Board shall assess the same
annually. The Board shall reassess determinations of independence when any new interest or
relationships are disclosed by a Director.
3.2. The criteria of independence shall be in accordance with guidelines as laid down
in Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
3.3. The Independent Director shall abide by the “Code for Independent Directors
“as specified in Schedule IV to the Companies Act, 2013.
4. Other directorships/ committee memberships
4.1 The Board members are expected to have adequate time and expertise and experience
to contribute to effective Board performance. Accordingly, members should voluntarily
limit their directorships in other listed public limited companies in such a way that it
does not interfere with their role as director of the company. The Nomination and
Remuneration Committee shall take into account the nature of and the time involved in a
directory service on other Boards, in evaluating the suitability of the individual
Director and making its recommendations to the Board.
4.2 None of the Director of the Company is holding Directorship in other company in
excess of the limits prescribed under the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Further the membership and
chairmanship held by the Directors in different committees of the Board across all the
companies is within the limits prescribed therein.
4.3 The details of the Directors, Committee members and chairmanships is given in
clause 7 above of this report.
29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place a Sexual Harassment Policy in compliance with the requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The Company always endeavors to create and provide an environment that is free
from discrimination and harassment including sexual harassment.
The Directors further states that during the year under review, there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
30. AUDIT COMMITTEE: (CONSTITUTED IN TERMS OF SECTION 177 OF THE COMPANIES ACT, 2013
READ WITH REGULATION 18 OF SEBI LODR REGULATIONS, 2015) & VIGIL MECHANISM.
A. AUDIT COMMITTEE
The Company has constituted a qualified and independent Audit Committee which acts as a
link between the management, external and internal auditors and the Board of Directors of
the Company. The primary
objective of the Committee is to monitor and provide effective supervision of the
management's financial reporting process with a view to ensuring accurate, timely and
proper disclosure and transparency, integrity and quality of financial reporting. The
Committee adheres to the Companies Act, 2013 in terms of quorum for its meetings,
functioning, role and powers as also those set out in the. The functions of the committee
include:
Overseeing the company's financial reporting process and disclosure of its financial
information to ensure that the financial statements are correct, sufficient and credible;
Recommendation of appointment and removal of external auditor, fixation of audit fee
and also approval for payment for any other services;
Review of adequacy of internal audit function, including the reporting structure,
coverage and frequency of internal audit;
Review of the company's financial and risk management policies;
Review of the financial reporting system and internal control systems;
Approve quarterly, half yearly and annual financial results including major accounting
entries involving exercise of judgment by the management;
Representation by the Statutory Auditors to the management in regard to any internal
control weaknesses observed by them during the course of their audit and the action taken
by the management thereon;
Discussions with Statutory and Internal Auditors on matters related to their area of
audit;
Management Discussion & Analysis of the company's operations;
Review of significant related party transactions;
Review of implementation of the Fraud Risk Management Policy and the Fraud Risk
Assessment Reports;
Recommendation for appointment of Statutory Auditors and their remuneration;
The Committee consists of qualified and Independent NonExecutive Directors. All the
Members on the Committee have the requisite qualification for appointment on the Committee
and possess sound knowledge of finance, accounting practices and internal controls.
The Committee members met four times during the financial year 202425:
The Managing Director and Executive Directors of the company as well as the Internal
and Statutory Auditors of the company, attend Committee meetings to brief the Members. The
Committee also invites Business and Departmental Heads, to discuss matters concerning
their business / departments, as and when it deems necessary.
The composition of the Audit Committee and the details of meetings attended by its
members are given below: The Audit Committee met Four times during the year on 21052024,
12082024, 07112024 and 09022025.
Name |
Designation |
Category |
No. of Meetings held |
No. of Meetings attended |
Vivek baheti |
Chairperson |
NonExecutive Independent Director |
4 |
4 |
Narayan Inani |
Member |
Executive Director |
4 |
4 |
Anushree Atasniya |
Member |
NonExecutive Independent Director |
4 |
4 |
B. VIGIL MECHANISM
The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed there
under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
implemented through the Company's Whistle Blower Policy to enable the Directors, employees
and all stakeholders of the Company to report genuine concerns, to provide for adequate
safeguards against victimization of persons who use such mechanism and make provision for
direct access to the Chairman of the Audit Committee.
31. NOMINATION AND REMUNERATION COMMITTEE: (CONSTITUTED IN TERMS OF SECTION 178 OF THE
COMPANIES ACT, 2013 READ WITH REGULATION 19 OF SEBI LODR REGULATIONS, 2015).
The “Nomination and Remuneration Committee” is governed by a Charter duly
approved by the Board of Directors of the Company and in compliance with Section 178 of
Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The remuneration policy as adopted by the company envisages payment of remuneration
according to qualification, experience and performance at different levels of the
organization. The Directors as well as those rendering clerical, administrative and
professional services are suitably remunerated according to the industry norms.
The terms of reference of the Committee inter alia, include the following:
Succession planning of the Board of Directors and Senior Management Employees;
Identifying and selection of candidates for appointment as Directors / Independent
Directors based on certain laid down criteria;
Identifying potential individuals for appointment as Key Managerial Personnel and to
other Senior Management positions;
Formulate and review from time to time the policy for selection and appointment of
Directors, Key Managerial Personnel and Senior Management Employees and their
remuneration;
Review the performance of the Board of Directors and Senior Management Employees based
on certain criteria as approved by the Board. In reviewing the overall remuneration of the
Board of Directors and Senior Management, the Committee ensures that the remuneration is
reasonable and sufficient to attract, retain and motivate the best managerial talent, the
relationship of remuneration to performance is clear and meets appropriate performance
benchmarks and that the remuneration involves a balance between fixed and incentive pay
reflecting short term and long term objectives of the Company.
A. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANE DURING THE YEAR:
The Nomination and Remuneration Committee met one time during the year on 09022025.
Name |
Designation |
Category |
No. of Meetings held |
No. of Meetings attended |
Vivek Baheti |
Chairperson |
NonExecutive Director (Independent) |
1 |
1 |
Dhanraj Soni |
Member |
NonExecutive Director(Independent) |
1 |
1 |
Anushree Atasniya |
Member |
NonExecutive Director(Independent) |
1 |
1 |
32. STAKEHOLDER'S RELATIONSHIP COMMITTEE: (Constituted in terms of Section 178 of the
Companies Act, 2013 read with Regulation 20 of SEBI LODR Regulations, 2015).
The Company has constituted a Stakeholders' Relationship Committee in compliance with
Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and disclosure
Requirements) Regulations, 2015 to deal with various matters relating to:
Approve / refuse / reject registration of transfer / transmission / transposition of
shares.
Authorize:
(i) Issue of duplicate share certificates and issue of share certificates after split /
consolidation / dematerialization of shareholding.
(ii) Printing of Share Certificates.
(iii) Affixation of Common Seal of the Company on Share Certificates.
(iv) Directors / Managers / Officers / Signatories for signing / endorsing Share
Certificates.
(v) Necessary applications / corporate actions to Stock Exchanges and Depositories
arising out of and incidental to the exercise of options by the employees.
Monitoring expeditious redressal of investors' grievances.
Nonreceipt of Annual Report and declared dividend.
All other matters related to shares.
A. Composition:
The composition of the Stakeholders' Relationship Committee and the details of meetings
attended by its members are given below:
The Stakeholders' Relationship Committee met Three times during the year on 13092024,
03102024 and 01022025
Name |
Designation |
Category |
No. of Meetings held |
No. of Meetings attended |
Anushree Atasniya |
Chairperson |
NonExecutive Independent Director |
3 |
3 |
Dhanraj Soni |
Member |
NonExecutive Independent Director |
3 |
3 |
Keshav Inani |
Member |
Executive Director |
3 |
3 |
33. DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING DURING THE YEAR
202425
NUMBER OF COMPLAINTS |
NUMBER |
Number of complaints received from the investors comprising nonreceipt
of securities sent for transfer and transmission. |
NIL |
Complaints received from SEBI / Registrar of Companies / Bombay Stock
Exchange / National Stock Exchange/ SCORE and so on |
NIL |
Number of complaints resolved |
NA |
Number of complaints not resolved to the satisfaction of the investors
as on March 31, 2025 |
NA |
Complaints pending as on March 31, 2025 |
NIL |
Number of Share transfers pending for approval, as on March 31, 2025 |
NIL |
34. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:
a) Industry Structure and Developments:
The Company is mainly engaged in Trading Activity in the line of Textiles, Paper and
Wood Pulp. The Company has established itself in Paper and Wood Pulp market.
b) Opportunities and threats:
The Company feels happy to inform that it has established itself in the Indian Wood
Pulp Market. Giving timely and excellent services Company has established dedicated
customers whose base is steadily improving. However, the Wood Pulp market fluctuates
according to international rates which effect margins and being a trader, the company is
very much dependent on buyers and sellers for its growth.
The Pulp and Paper industry is important for several reasons. The opportunities for the
paper and pulp industries are resource efficiency and bioeconomy. The continuous
improvements in technology can further reduce environmental impacts and optimize the use
of resources.
The Indian paper sector is now being crushed by a lack of waste cuttings or waste
paper, high costs for pulp, fibre, newsprint, container issues, such as rising freight
charges, rising coal, chemicals and other inputs rates and lastly due to ongoing trade
wars in the world. During the year under review, the international market for wood pulp
was highly fluctuating.
c) Outlook:
In the Business support services your company is participating in the Tenders called by
the Government, Semigovernment and private companies. In the Business support Service
sector the company is receiving regular work, not only from its existing clients but is
also exploring opportunities from new clients. In the Financial Sector the share market
was very volatile and hence your company taking adequate measures to ensure proper
investment decision.
d) Segment wise or product wise reporting
The Company is engaged in only one segment and trades in the wood pulp. Performance of
the Company is satisfactory due to the down turn in international markets largely affected
by the events such as war like situations in countries and sluggish economic growth.
Further it is envisaged that there will be improvement in the coming years and
international markets will revive.
e) Risk and Concerns:
Wood Pulp rates fluctuate according to international market and being a trader, Company
is dependent on its buyers and suppliers. The Company is exposed to stiff competition and
foreign currency fluctuations in its operation. Commodity export market has good scope
however, Company has to compete and supply goods at international prices. Government
policies on commodity export keep on changing based on local production/consumption
pattern.
f) Internal Control system and their adequacy:
The Company has a proper and adequate system of internal control proportionate to its
size and volume of business. The internal control system of the Company is designed to
ensure that the financial and other records are reliable for preparing financial
statements and other data for maintaining accountability of assets.
g) Discussion on Financial Performance with respect to Operational Performance:
The Financial Statements are prepared under the historical cost convention in
accordance with Indian generally accepted accounting principles and the provisions of
Indian Companies Act, 2013. All Income and Expenditure having a material bearing on the
Financial Statements are recognized on accrual basis. The Management has taken utmost care
for the integrity and the objectivity of these Financial Statements, as well as for
various estimates and judgments used therein.
h) Material developments in Human Resources/Industrial Relations front, including
number of people involved:
The Company continues to maintain excellent relationship with its buyers and sellers.
Relationship with the staff is quite cordial and supportive for continuous human resource
development.
i) Details of significant changes in following key financial ratios as compared to the
immediately previous financial year:
S.No. Particulars |
202324 |
202425 |
% Change |
Remarks for variation |
i) Inventory Turnover |
524.35 |
31.14 |
94.06% |
Working Capital Management Deteriorated |
ii) Interest Coverage Ratio |
220.79 |
186.75 |
15.42% |
Performance of the Company deteriorated due to higher finance Cost |
iii) Debtors Turnover |
6.53 |
7.15 |
9.52% |
Ratio improved leading to shorter payments cycle. |
iv) Current Ratio |
2.44 |
2.51 |
2.93% |
Increase in liquid assets relative to its shortterm liabilities |
v) Debt Equity Ratio |
0.02 |
0.12 |
372.21% |
Less financial stability for the business due to increase in borrowings |
vi) Operating Profit Margin (%) |
8.80 |
8.58 |
2.49% |
Decrease in profits are due to increase in expenses |
vii) Net Profit Margin (%) |
0.07 |
0.05 |
30.76% |
Decrease in profits are due to increase in expenses |
j) Changes in return on Net Worth as compared to the immediately previous financial
year is (67.34%) Cautionary Statement:
Statements in the Management Discussion and Analysis describing the Company's
objectives, projections, estimates, expectations may be “forwardlooking
statements” within the meaning of applicable securities laws and regulations. Actual
results could differ materially from those expressed or implied. Important factors that
could make a difference to the Company's operations include economic conditions affecting
demand/supply and price conditions in the domestic and international markets in which the
Company operates, changes in the Government regulations, tax laws and other statues and
other incidental factor.
35. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES
The Company has Nomination and Remuneration Committee consisting of Mr. Vivek Baheti as
Chairperson, Mr. Dhanraj Soni and Mrs. Anushree Atasniya as members. The remuneration and
sitting fees paid to the Board members are based on the recommendation of Nomination and
Remuneration Committee.
Policy:
1. Remuneration to Executive Director and key managerial personnel
1.1 The Board on the recommendation of the Nomination and Remuneration (NR) Committee
shall review and approve the remuneration payable to the Executive Director of the company
within the overall limit approved by the shareholders.
1.2 The Board on the recommendation of the Nomination and Remuneration Committee shall
also review and approve the remuneration payable to the key managerial personnel of the
company.
1.3 The remuneration structure to the Executive Director and key managerial personnel
shall include Basic pay and Perquisites and Allowances
1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the
Nomination and Remuneration Committee and Annual performance Bonus may be approved by the
committee based on the achievement against the Annual plan and Objectives.
2. Remuneration to Non Executive Directors
2.1 Presently the Company's policy on remuneration does not provide for remuneration to
nonexecutive Directors except for payment of sitting fees for attending the meetings of
the Board.
2.2. Further the Executive Directors are not paid any sitting fees for attending
meetings of the Board.
3. Remuneration to other employees
3.1. Employees shall be assigned grades according to their qualifications and work
experience, competencies as well as their roles and responsibilities in the organization.
Individual remuneration shall be determined within the appropriate grade and shall be
based on various factors such as job profile skill sets, seniority, experience and
prevailing remuneration levels for equivalent jobs.
Remuneration to Directors:
The remuneration and perks paid during the year to Mr. Narayan Inani, Managing Director
is Rs. 36,00,000/, Mr.
Anirudh Inani, Whole time Director is Rs. 36,00,000/ and Mr. Keshav Inani, Whole time
Director is Rs.
36,00,000/
Sitting Fees:
Details of Sitting Fees paid to Non Executive Directors are as under:
Non Executive Directors |
Sitting Fees (Rs) |
Mr. Dhanraj Soni |
22000 |
Mrs. Anushree Atasniya |
22000 |
Mr. Vivek Baheti |
22000 |
36. SECRETARIAL STANDARDS
The company is in compliance with all the Secretarial Standards as issued by the
Institute of Company Secretaries of India and notified by the Ministry of Corporate
Affairs.
37. INDEPENDENT DIRECTORS' MEETING:
As per clause 7 of the schedule IV of the Companies Act (Code for Independent
Directors), a separate meeting of the Independent Directors of the Company (without the
attendance of NonIndependent Directors) was held on 10/02/2025 to discuss:
1. Evaluation of the performance of NonIndependent Directors and the Board of Directors
as whole;
2. Evaluation of the quality, content and timelines of flow of information between the
management and the Board that is necessary for the Board to effectively and reasonably
perform its duties. All the Independent Directors of the Company were present at the
meeting. As required under Regulation 34(3) read with Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015, the company regularly
familiarizes Independent Directors with the Company, their roles, rights, responsibilities
in the company, nature of the industry in which the company operates, business model of
the company etc.
The meeting also reviewed and evaluated the performance of nonindependent directors.
The Company has 3 nonindependent directors namely:
i. ) Mr. Narayan Inani Managing Director cum CFO
ii. ) Mr. Anirudh Inani Whole Time Director cum Chairman
iii. ) Mr. Keshav Inani Whole Time Director cum CEO
The meeting recognized the significant contribution made by Mr. Narayan Inani as
Managing Director in directing the Company towards the success path. The meeting also
reviewed and evaluated the performance of the Board as whole in terms of the following
aspects:
Preparedness for Board/Committee meetings
Attendance at the Board/Committee meetings
Guidance on corporate strategy, risk policy, corporate performance and overseeing
acquisitions and disinvestments.
Monitoring the effectiveness of the company's governance practices
Ensuring a transparent board nomination process with the diversity of experience,
knowledge, perspective in the Board.
Ensuring the integrity of the company's accounting and financial reporting systems,
including the independent audit and that appropriate systems of control are in place, in
particular, systems for financial and operational control and compliance with the law and
relevant standards.
It was noted that the Board Meetings have been conducted with the issuance of proper
notice and circulation of the agenda of the meeting with the relevant notes thereon.
38. SHARE CAPITAL
A. RIGHTS ISSUE OF SHARES
No shares were issued on rights basis during the year under review.
B. PREFERENTIAL ALLOTMENT OF SHARES ON PRIVATE PLACEMENT BASIS
No Preferential allotment of shares on private placement basis was made during the year
under review.
C. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
D. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
E. BONUS SHARES
There was a bonus issue this year of Rs. 3,90,03,000 (Rupees Three Crores Ninety Lakhs
and Three Thousand only) consisting of 39,00,300 Equity Shares of Rs. 10 each.
The Bonus Equity Shares were issued out of retained earnings of the Company after
obtaining the approval of the Shareholders at the Extra Ordinary General Meeting of the
Company held on 11th day of March,2025, on 1:1 ratio i.e. 1 (One) New fully paidup equity
share of Rs. 10/ (Rupees Ten Only) each for every 1 (one) existing fully paidup equity
share of Rs.10/ (Rupees Ten Only) each, to the eligible equity shareholders of the Company
as on record date.
F. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
G. SHARES WITH DIFFERENTIAL VOTING RIGHTS
The Company has not issued any Equity Shares with differential voting rights during the
financial year under review.
39. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
The information given pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given below:
Name of the Director |
Remuneration of the F.Y.2024 25 |
Remuneration of the F.Y. 20232024 |
% increase in the Remuneration in 2025 as compared to 2024 |
Ratio of Remuneration to MRE |
Narayan Inani, Managing Director cum CFO |
36,00,000 |
33,50,000 |
7.46% |
1.11 |
Keshav Inani, Whole Time Director cum CEO |
36,00,000 |
32,50,000 |
10.77% |
1.11 |
Anirudh Inani, Whole Time Director |
36,00,000 |
33,50,000 |
7.46% |
1.11 |
Pooja Gadhia, Company Secretary |
6,50,000 |
5,85,000 |
11.11% |
0.2 |
Note: The comparative details of remuneration of Mr. Rajkumar Inani and Ms. Natasha
Inani for the f/y 202324 and 202425 is not disclosed in the above table as they have
resigned as Directors of the Company w.e.f. 01st April, 2024.
OTHER DISCLOSURES:
The total numbers of permanent employees of the company are Nine (9).
The total remuneration paid to Directors was Rs. 108.00 Lakhs against the net profits
of the company after tax amounting to Rs. 854.02 Lakhs.
There was 10.16% increase in the median remuneration of employees in the current
financial year.
Average percentage increase made in the salaries of employees other than managerial
personnel in the financial year i.e., 202425 was 22.16% and also there was 7.46% increase
in managerial remuneration for the Financial Year 202425. While calculating the percentage
increase in the Managerial remuneration, the remuneration paid to Mr. Keshav Inani for the
part of the financial year 202324 is not considered.
Change in remuneration, if any, of the Managing Director, Whole Time Director and
Executive Director is decided based on the individual performance, inflation, prevailing
industry trends and benchmarks.
NonExecutive Directors and Independent Directors are paid sitting fees only for the
meetings of the Board attended by them. Further no sitting fees are paid for attending the
meetings of the committees of the Board.
There is no employee receiving any remuneration in excess of remuneration paid to any
Director. Further the remuneration payable to Directors is as per the remuneration policy
of the Board of Directors as recommended by Nomination and Remuneration Committee.
Further as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 a statement showing the names of the top ten employees in terms of
remuneration drawn is as under:
Name |
Designation |
Remuneration |
Nature of Employment |
Qualification and Experience |
Date of Commencement of Employment |
Age |
Last Employment |
% of equity shares held |
Sangita Inani |
Sales Executive |
32,50,000 |
Permanent unless otherwise agreed |
Graduate |
142009 |
51 |
Anirudh Marketing |
2% |
Divya Inani |
Purchase Executive |
32,50,000 |
Permanent unless otherwise agreed |
Graduate |
142009 |
58 |
Karmang hat Securities (P) Ltd |
2.34% |
Srinidhi Inani |
Digital Marketing and IT Upkeep |
32,50,000 |
Permanent unless otherwise agreed |
Graduate |
112022 |
30 |
Social Beat |
0.24% |
Vasundhar a Inani |
Marketing Executive |
32,50,000 |
Permanent unless otherwise agreed |
Graduate |
01072021 |
25 |
Vanhuesen and Tetra Minds Marketing |
2% |
Natasha Inani |
Chief Information Officer |
32,50,000 |
Permanent unless otherwise agreed |
Grad uate |
01042024 |
42 |
Shrimannan rayan Enterprises (P) Limited |
3.48% |
Pooja Gadhia |
Company Secretary Cum Compliance Officer |
6,50,000 |
Permanent unless otherwise agreed |
Company Secretary |
01032022 |
30 |
Basai Steels and Power Private Limited |
0% |
Relationship of Employee with the Director or Manager of the company.
Sangita Inani Spouse of Mr. Narayan Inani, Managing Director of the Company.
Divya Inani Mother of Mr. Keshav Inani, Whole Time Director of the Company Srinidhi
Inani wife of Mr. Keshav Inani, Whole Time Director of the Company Vasundhara Inani
Daughter of Mr. Narayan Inani, Managing Director of the Company.
Natasha Inani Wife of Mr. Anirudh Inani, Whole Time Director of the Company Pooja
Gadhia not a relative of the Directors of the Company
40. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACOUNT
As per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company hereby discloses the details of
unpaid/unclaimed dividend and the respective share thereof as follows:
Aggregate No. of Shareholders and the outstanding shares in the
suspense account at the beginning of the year. |
NA |
No. of shareholders who approached the Company for transfer of shares
from suspense account during the year. |
NA |
No. of shareholders to whom shares were transferred from suspense
account during the year. |
NA |
Aggregate No. of Shareholders and the outstanding shares in the
suspense account at the end of the year. |
NA |
41. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on your Company.
By Order of the Board of Directors For DHANALAXMI ROTO SPINNERS LIMITED
Place: Thimmapur Date: 19/08/2025
Sd/
Narayan Inani
Managing Director cum CFO (DIN:00525403)
Sd/
Anirudh Inani Whole Time Director (DIN: 02253588)
