| To The |
| Dear Members of |
| Dhanlaxmi Fabrics Limited |
| L17120MH1992PLC068861 |
| Mumbai |
Your Directors have pleasure in presenting their 33rd Annual Report on
the business operations and activities of the Company together with the Audited Accounts
for the Financial Year ended 31st March, 2025.
FINANCIAL RESULTS:
Summary of the Company's financial performance for F.Y. 2024-25 as
compared with the previous financial year is given below:
(Rs. in Lacs)
| Particulars |
F.Y. 2024-2025 |
F.Y. 2023-2024 |
|
Standalone |
Consolidated |
Standalone |
Consolidated |
| Revenue from Operation |
928.39 |
1311.20 |
1659.34 |
1992.78 |
| Revenue from other Income |
162.00 |
182.85 |
120.83 |
147.67 |
| Total Revenue |
1090.39 |
1494.05 |
1780.17 |
2140.45 |
| Profit before Dep. & Int. |
(280.32) |
(265.21) |
(504.14) |
(555.09) |
| Depreciation |
62.61 |
62.98 |
81.30 |
85.30 |
| Interest |
30.90 |
41.69 |
19.32 |
20.34 |
| Profit after Depreciation & Interest and before Tax |
(373.83) |
(369.88) |
(604.76) |
(660.73) |
| Exceptional Items |
446.77 |
446.77 |
(60.91) |
(78.44) |
| Profit after Exceptional Items |
72.94 |
76.89 |
(665.67) |
(739.17) |
| Provision for Taxation |
- |
0.64 |
8.22 |
9.80 |
| Provision for Tax (deferred) |
72.41 |
75.52 |
24.27 |
23.35 |
| Provision for Taxation for earlier year |
(8.22) |
(8.22) |
- |
(0.33) |
| Profit/Loss after Tax |
8.75 |
8.95 |
(698.16) |
(771.99) |
HIGHLIGHTS:
Your Company's main activity is centered into trading,
manufacturing, weaving of textile and yarn and all allied products/services. As it can be
clearly seen from the highlights that the Company's' the total revenue
generation from the current year and profit for the year of the Company has been reduced.
The management of the Company hereby very optimistic regarding
performance of the Company in future and taking every steps and making every effort to
turn the Company into more profitable organization.
DIVIDEND:
During the year, your directors have not recommended any dividend on
Equity shares for the year under review.
AMOUNT TO BE TRANSFERRED TO RESERVES:
No fund was transferred to General Reserves. For the year under review,
Company has added the entire available surplus to the Brought forward balance in
"Statement of Profit and Loss", without making any transfer to the general
reserve.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:
The Company was not required to transfer any amount to unclaimed
dividend to investor education and protection fund.
DEPOSITS:
Your Company has not accepted any deposits within the meaning of
Section 73 (1) and 74 of the Companies Act, 2013 read together with the companies
(Acceptance of Deposits) Rules, 2014.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Composition of the Board during the year was as per the provisions
of Regulation 17 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with the Companies Act, 2013.
The Board of Directors in their meeting held on 08.02.2025 and on the
recommendation of the Nomination and Remuneration Committee has appointed Mr. Darshan
Tarachand Jain as Non-Executive Independent Director and has re-appointed Mr. Mukul Vinod
Jhawar and Mr. Mahesh Sohanlal Jhawar as the Whole-time director of the Company
respectively with effect from 08.02.2025.
Mr. Durgesh Shyamlal Kabra is ceased to be Non- Executive Independent
Director with effect from January 28, 2025 due to his second and final term completion.
Further, the Board of Directors, on recommendation of the Nomination
and Remuneration Committee proposes to appoint Mr. Athul Rungta (DIN: 00305731) as a
Non-Executive Independent Director for the second term of five consecutive years with
effect from February 11, 2025 to February 10, 2030 of the Company.
Ms. Ushma Dudani was appointed to act as Company Secretary of the
company with effect from April 29, 2024 and ceased to act as such with effect from May
31,2024.
Ms. Shivanshi Mishra was appointed to act as Company Secretary &
Compliance Officer of the company with effect from August 31, 2024 and ceased to act as
such with effect from May 30, 2025.
None of the Directors are disqualified for appointment/ re-appointment
under Section 164 of the Act. As required by law, this position is also reflected in the
Auditors' Report.
As required under Regulation 36(3) of the listing Regulations with the
stock exchanges, the information on the particulars of Directors proposed for
appointment/re appointment has been given in the notice of annual general meeting.
DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134 (3) (c) of the
Companies Act, 2013, and based on the information provided by management, your
Directors' state that:
(a) In the preparation of the annual accounts for the financial year
ended 31st March, 2024 the applicable accounting standards have been followed. (b)
Accounting policies selected were applied consistently. Reasonable and prudent judgments
and estimates were made so as to give a true and fair view of the State of affairs of the
corporation as at the end of 31st March, 2024 and of the profit of the Company for the
year ended on that date. (c) 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. (d) The Annual Accounts of the
Company have been prepared on the on-going concern basis. (e) That they have laid down
internal financial controls commensurate with the size of the Company and that such
financial controls were adequate and were operating effectively. (f) That system to ensure
compliance with the provisions of all applicable laws was in place and was adequate and
operating effectively.
DECLARATION OF INDEPENDENCE BY DIRECTORS:
The Independent Non-executive Directors of the Company, viz. Mr.
Darshan Tarachand Jain, Ms. Ayushi Gilra and Mr. Athul Rungta has affirmed that they
continue to meet all the requirements specified under Regulation 16(1)(b) of the LODR
Regulation, 2015 in respect of their position as an "Independent Director" of
Dhanlaxmi Fabrics Limited. The Independent Directors of the Company have confirmed
compliance of relevant provisions of Rule 6 of the Companies (Appointments and
Qualifications of Directors) Rules, 2014. The Nomination and Remuneration Committee had
adopted principles for identification of Key Managerial Personnel, Senior Management
including the Executive Directors.
Mr. Darshan Tarachand Jain appointed as an Independent Director of the
company w.e.f. 08.02.2025.
Further, 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. In terms of Regulation 25(8) of Listing Regulations, they have confirmed that they
are not aware of any circumstance or situation which exists or may be reasonably
anticipated that could impair or impact their liability to discharge their duties.
The Board is of the opinion that the Independent Directors of the
Company possess requisite qualifications, experience and expertise and that they hold the
highest standards of integrity.
Details of Familiarisation Programme for the Independent Directors are
provided separately in the Corporate Governance Report.
DISCLOSURE FROM INDEPENDENT DIRECTORS:
Pursuant to the provisions of Section 134 of the Companies Act, 2013
with respect to the declaration given by the Independent Director of the Company under
Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing
Regulations, the Board hereby confirms that all the Independent Directors have given
declarations and further confirms that they meet the criteria of Independence as per the
provisions of Section 149(6) read with SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015.
In terms of Regulation 25(8) of SEBI Listing Regulations, they have
confirmed that they are not aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective independent judgement and without any external influence.
The Independent Directors of the Company have confirmed that they have
enrolled themselves in the Independent Directors' Databank maintained with the Indian
Institute of Corporate Affairs (‘IICA') in terms of Section 150 of the Act read
with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014,
as amended.
The Independent Directors have confirmed that they have complied with
the Company's Code of Business Conduct & Ethics.
POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The policies of the Company on Directors' appointment and
remuneration including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided under sub-section (3) of Section 178
of the Act is available on the website on this link:
http://www.dfl.net.in/company-profile.html
EVALUATION OF BOARD OF DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance
evaluation of the Independent Directors was completed.
The performance evaluation of the Chairman and the Non-Independent
Directors was carried out by the Independent Directors. The Board of Directors expressed
their satisfaction with the evaluation process.
The Board as a whole was evaluated on various parameters like Board
Composition & Quality, Board Meetings and Procedures, adherence to the Code of Conduct
etc. Based on each of the parameter, the Board of Directors formed an opinion that
performance of Board as a whole has been outstanding.
MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF
ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
The Board has carried out the annual evaluation of its own performance,
of each of its Committee and of all individual Directors, as required under the provisions
of Section 134(3)(p) of the Companies Act, 2013 and the applicable provisions of Listing
Regulations. The manner in which such performance evaluation exercise was carried out is
given below:
The Nomination and Remuneration Committee (NRC) carries out the
evaluation process at initial stage, followed by evaluation by Board. The performance
evaluation framework is in place to seek the response of each Director on the evaluation
of the entire Board and Individual Directors, on defined parameters.
The criteria of evaluation of Board as well as that of its each
Committee; and individual Directors, including the Chairman of the Board; as defined by
NRC in this regard, includes attendance and contribution of each Director at the meetings
or otherwise, independent judgment, adherence to code of conduct and business ethics,
monitoring of regulatory compliance, risk management and review of internal control
system, etc.
The performance of the Board and Individual Directors was also
evaluated by the Board seeking inputs from all Directors on aforesaid parameters.
The performance of Committees was evaluated by the Board seeking inputs
from concerned Committee Members. A separate meeting of the Independent Directors was also
held to review the performance of Non-independent Directors; performance of the Board as a
whole and performance of the Chairman of the Company, taking into account the views of
Executive as well as Non-executive Directors. The Board of Directors expressed their
satisfaction with the evaluation process.
Details of program for familiarization of Independent directors of the
company are accessible on yours company website at http://www.dfl.net.in/fam_prg.html.
MEETING OF INDEPENDENT DIRECTORS:
The meeting of Independent Directors was scheduled on 8th February
2025. All the Independent Directors of the Board were present in the meeting.
STATUTORY AUDITORS:
M/S. R H A D & CO. (Formerly known as M/s. Dinesh Bangar &
Co.,) Chartered Accountants, Mumbai (FRN: 102588W) was re-appointed as a Statutory
Auditors of the Company for the 2nd term of 5 years at the 32nd Annual General Meeting
till 37th Annual General Meeting.
AUDITORS REPORT:
Observations made in the Auditor's Report are self-explanatory and
therefore do not call for any further comments under Section 134(1) of the Companies Act,
2013.
INTERNAL AUDITORS:
The Internal and operational audit is entrusted to M/s. Sunil Bangar
& Associates., (FRN 146654W) Chartered Accountant, Mumbai. The main thrust of internal
audit is to test and review controls, appraisal of risks and business processes, besides
benchmarking controls with best practices in the industry.
Your Company has an effective internal control and risk-mitigation
system, which are constantly assessed and strengthened with new/revised standard operating
procedures. The Company's internal control system is commensurate with its size,
scale and complexities of its operations. The Audit Committee of the Board of Directors
actively reviews the adequacy and effectiveness of the internal control systems and
suggests improvements to strengthen the same.
The Audit Committee of the Board of Directors, Statutory Auditors and
the Key Managerial Personnel are periodically apprised of the internal audit findings and
corrective actions taken. Audit plays a key role in providing assurance to the Board of
Directors. Significant audit observations and corrective actions taken by the management
are presented to the Audit Committee of the Board. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of the Audit Committee.
COST AUDIT AND COST AUDITOR:
The provisions of audit of Cost records are not applicable on the
company for the financial year 2025-26 due to discontinuation of the specified sector of
working in the company. Hence, the Cost Auditor is not appointment in the company for the
financial year 2025-26.
FRAUDS REPORTED BY THE AUDITORS:
Auditors have not reported any incident of fraud to the Audit
Committee/Board of Directors, in their respective report, for the periods reviewed by
them.
SECRETARIAL AUDIT:
The Audit Committee recommended the Name of M/s. Kothari H &
Associates, Company Secretary in practice for conducting Secretarial Audit for F.Y.
2024-25 pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Secretarial Audit Report as received is appended to this Report as Annexure
I.
COMMENTS ON REMARKS/OBSERVATION/QUALIFICTION MADE BY AUDITORS:
M/s. Kothari H & Associates, Practicing, Company Secretary, in his
independent Audit Report for Financial year 2024-25 have drawn the attention of the
management on some matters in connection with the same management herewith give the
explanation on the same point vice as follows:
During the Year, we observe that there is delay in filing of Roc Form
CRA-4 (file the Cost Audit Report), for that the company has make a payment with fine to
ROC. The SRN number of the form is AB5633021. Late fees (Additional fees) Rs. 7,200/- paid
on E-form CRA-4 by the company during the F.Y. 2024-25.
SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:
Pursuant to provisions of Section 129(3) of the Companies Act, 2013
read with Rule 5 of the Companies (Accounts) Rules, 2014 a statement containing salient
features of the financial statements of the Subsidiary Companies in Form AOC-1 is Annexure
II in this Board's Report.
Pursuant to the provisions of Section 136 of the Companies Act, 2013
the financial statements of the Company, consolidated financial statements together with
relevant documents and separate audited accounts in respect of subsidiaries, are available
on the website of the Company.
DETAILS OF COMPANIES CEASED TO BE SUBSIDIARY, JOINT VENTURE OR
ASSOCIATE COMPANIES:
The members of the Company are apprised that upon the recommendation of
Audit Committee, the Board of Directors of the
Company ("Board") in its meeting held on February 8, 2025 has
approved the disinvestment of Company's entire investment of 10,000 equity shares of
Face Value Rs.10/- each constituting 100% in M/s. DFL Fabrics Private Limited, which is an
Indian wholly owned Subsidiary Company of the Dhanlaxmi Fabrics Limited to Mr. Mahesh
Sohanlal Jhawar, at the fair value price mention in the resolution and arrived based on
the valuation made.
The Board, keeping in view the hardship incurred as the subsidiary
company has not received the expected growth and is loss-making concern, it feels that's
it's prudent to withdraw investment from the Subsidiary and considers the proposed
disinvestment in the best interest of the Company. Such disinvestment will amount to sale
of substantial interest in undertaking by the Company, your Directors propose resolution
under section 180(1)(a) and 188 of the Companies Act, 2013 read with the provisions of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, (including any statutory modifications, amendments or re-enactments of
any of them for the time being in force) for the approval of the shareholders.
REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION &
ANALYSIS:
The Company is committed to maintain high standards of Corporate
Governance and adhere to the Corporate Governance requirements set out by SEBI. In
Compliance with Regulation 34 and Schedule V of SEBI (LODR) Regulations, 2015 report on
the Corporate Governance, along with a certificate from the Auditors of the Company on
compliance with the provisions is annexed and forms part of the Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
As per the provisions of Companies Act, 2013 and Regulation 23 of
‘Listing Regulations', the Company has formulated a Policy on Related Party
Transaction to ensure transparency in transactions between the Company and the related
parties. The said Policy is available at link of ‘Company Policies' page on the
company's website at http://dfl.net.in/company-profile.html.
During the year under review, there were no material transactions, as
defined under the provisions of ‘Listing Regulations', between the company and
related parties. All transactions with related parties were carried out in the ordinary
course of business at arms' length basis and details of such transactions are
mentioned in notes attached to the financial statements, appearing elsewhere in the Annual
Report.
Further, Form AOC-1 containing the necessary disclosure in this regard
is attached as Annexure II and forms an integral part of this report.
The particulars of contract or arrangements with related parties
referred to in Section 188(1), as prescribed in Form AOC-2 are appended as Annexure-III.
CORPORATE SOCIAL RESPONSIBILITY
The Company has in place a Corporate Social Responsibility Policy in
line with Schedule VI of the Companies Act, 2013 as prescribed in the Companies (Corporate
Social Responsibility Policy) Rules, 2014.
The provision of the Companies Act, 2013 relating to CSR Initiatives
are not applicable to the Company for the year under review.
ANNUAL RETURN:
As required under the provisions of Section 92(3) read with section
134(3)(a) of the Companies Act, 2013, a copy of the relevant Annual Return is available on
the website of the Company at www.dfl.net.in under Investor Announcement tab under given
link - http://dfl.net.in/inv_ann.html
NUMBER OF MEETINGS OF THE BOARD:
The Board met 8 (Eight) times during the financial year, the details of
which are given in Corporate Governance Report that forms part of this Annual Report. The
intervening gap between any two meetings was within the period prescribed by the Companies
Act, 2013.
POSTAL BALLOT:
The Company has not conducted any Postal Ballot in the year 2024-25 for
seeking approval of the members in the General Meeting. 2 0 2 2 - 2 3 Page 1
COMMITTEES OF THE BOARD:
The Board of Directors has the following Committees: 1 Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder's Relationship Committee
The details of the Committees along with their composition, number of
meetings and attendance at the meetings are provided in the Corporate Governance Report.
CODE OF CONDUCT:
The Board of Directors of the Company has laid down required Code of
Conduct. It has also adopted Code for Independent Directors as per Schedule IV of the
Companies Act, 2013. All Board members including Independent Directors and Senior
Management Personnel have affirmed compliance with the respective Code of Conduct for the
year under review. The Code of Conduct is available on the Company's website
www.dfl.net.in.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Particulars of Loans, Guarantees and Investments made during the year
as required under the provisions of Section 186 of the Act are given in the notes to the
Financial Statements forming part of this Annual Report.
Disclosures pursuant to Para A of Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations") have been made in the notes to
the Financial Statements forming part of this Annual Report.
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:
Particulars required to be disclosed in pursuance of the provisions of
Section 197, read with rule 5 of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is as under.
| Sr. No. Name of the Directors/KMPs |
Remuneration / Setting fees Received (Rs.
In Lacs) |
% Increase in the year ended 2024-25 |
Ratio of remuneration of each Director to
median remuneration of employees |
| 1 Mr. Vinod S Jhawar (Chairman & Managing Director) |
42.00 |
- |
6.21 % |
| 2 Mr. Mukul V Jhawar (Director) |
39.00 |
- |
6.69 % |
| 3 Mr. Mahesh S Jhawar (Director) |
- |
- |
- |
| 4 Mr. Durgesh Kabra* (Independent Director) |
0.30 |
- |
- |
| 5 Ms. Ayushi Gilra (Independent Director) |
0.40 |
75 |
- |
| 6 Mr. Athul Rungta (Independent Director) |
0.40 |
75 |
- |
| 7 Ms.. Ushma Dudani ** (CS & Compliance Officer) |
0.27 |
- |
- |
| 8 Ms. Shivanshi Mishra*** (CS & Compliance Officer) |
2.68 |
- |
97 % |
| 9 Mr. Darshan Tarachand Jain**** (Independent Director) |
0.10 |
- |
- |
| 10 Mr. Lalit V Jhawar***** |
|
|
|
* Mr. Durgesh Kabra ceased to be an Independent Director with effect
from the company w.e.f. 28.01.2025 due to his second and final term completion ** Ms.Ushma
Dudani resigned from the position of CS & Compliance Officer of the company w.e.f.
31.05.2024. *** Ms. Shivanshi Mishra was appointed as a Company and Compliance officer of
the Company w.e.f. 31.08.2024 and resigned from such position w.e.f. 30.05.2025. **** Mr.
Darshan Tarachand Jain was appointed as Independent Director of the company w.e.f.
08.02.2025 ***** Mr. Lalit V. Jhawar is ceased to be CFO of the company with effect from
December 16, 2024.
In terms of Section 197(12) of the Companies Act, 2013, read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, no employee(s) drawing remuneration in excess of limits set out in said rules
forms part of the annual report.
The median remuneration of employees of the Company during the
financial year 2024-25 was ‘2.61 lakh. In the financial year 2024-25, there was a
decrease of 0.19 lakh (6.79%) in the median remuneration of employees. During the year
under review there were total 29 employees who were on the roll of the Company.
Total decrease in remuneration paid to Directors during F.Y. 2024-25 is
'14.00 lakh as compared to previous year; whereas Profit after Tax is ‘8.75 lakh
as compared to the loss of '698.16 lakh in 2023-24. Comparison of Remuneration of the
Key Managerial Personnel(s) against the performance of the Company (i.e. Remuneration of
KMP for the year is ‘101.95 lakh as compared to '126.86 lakh in previous year)
the overall total remuneration of the Key Managerial Personnel(s) has been decreased by
around '24.91 lakh in 2024-25; and the company has earned profit of ‘8.75 lakh
as compared to the loss of '698.16 lakh in the previous year.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Particulars as required under Section 134(3)(m) of the Companies Act,
2013 read with the Companies (Disclosure of particulars in the Report of the Board of
Directors) Rules 1988 are given is Annexed IV to this report. 2 0 2 2 - 2 3 Page
FOREIGN EXCHANGE:
Inflow and Outflow of Foreign Exchange are given is Annexed V to
this report.
RISK MANAGEMNT AND INTERNAL CONTROL:
The Company has the risk management and internal control framework in
place commensurate with the size of the Company. The details of the risks faced by the
Company and the mitigation thereof are discussed in detail in the Management Discussion
and Analysis report that forms part of the Annual Report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism to provide appropriate
avenues to the Directors and employees to bring to the attention of the Management, the
concerns about behaviour of employees that raise concerns including fraud by using the
mechanism provided in the Whistle Blower Policy. The details of the said Policy are
included in the Report on Corporate Governance which forms part of the Annual Report.
During the financial year 2024-25, no cases under this mechanism were
reported in the Company and any of its subsidiaries/ associates.
POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE:
As required under the provisions of The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 read with rules made thereunder, the Company has constituted an
"Internal Complaints Committee" which is responsible for redressal of complaints
related to sexual harassment. The necessary disclosure in terms of requirements of Listing
Regulations in this regard is given below:
a) Number of complaints filed during the financial year Nil b) Number
of complaints disposed of during the financial year Nil c) Number of complaints pending as
on end of financial year Nil
The company has framed policy in accordance with The Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the financial year 2024-25, no cases in the nature of sexual
harassment were reported at any workplace of the Company.
CFO CERTIFICATION:
The Chief Financial Officer Certification as required under Regulation
17(8) read with Part B of Schedule II of the SEBI (LODR) Regulation, 2015 declaration
about the Code of Conduct is Annexed to this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators or
Courts or Tribunals, which would impact the ‘going concern' status of the
Company and its future operations. However, members' attention is drawn to the
details about Contingent Liabilities and Commitments appearing in the Notes forming part
of the Financial Statements.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of
the Company occurred during Financial Year 2024-25, till the date of this report.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no change in the nature of business of the Company during the
year.
However, the Board meeting held on 28.05.2024, the Board decided to
make suitable amendments to the Main Object of the Company by way of deletion of existing
2nd main object of the Company pertaining to Wind mill and replace with Realty activities
and to carry out suitable changes to Ancillary objects and deletion of Other objects,
subject to other necessary approvals and concerns.
INSURANCE OF ASSETS:
All the fixed assets, finished goods, semi-finished goods, raw
material, packing material and goods of the company lying at different locations have been
insured against fire and allied risks.
LISTING OF SHARES:
Equity Shares of your Company are listed on Bombay Stock Exchange and
Calcutta Stock Exchange and the Company has paid the necessary Listing Fees for the Year
2025-26. The Company has executed a New Listing Agreement with the Bombay Stock Exchange
pursuant to SEBI (LODR) Regulation 2015.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
As the company is not falling under the Top-1000 listed entities, based
on market capitalization, as at 31/03/2025, the provisions of regulation 34(2)(f) of the
Listing Regulations pertaining to the Business Responsibility and Sustainability Report
(BRSR), are not applicable.
SHARE CAPITAL:
The paid-up Equity Share Capital as on March 31, 2025 is Rs.
8,58,11,000/- consisting of 85,81,100 equity shares of Rs.10/- each. During the year under
review, the Company has not issued any share with differential voting rights; nor granted
stock options nor sweat equity. As on March 31, 2025, none of the Directors and/or Key
Managerial Person of the Company hold instruments convertible into Equity Shares of the
Company.
COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT,
1961:
The Company has complied with the provisions relating to the Maternity
Benefits Act, 1961.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Board of Directors affirms that the Company has complied with the
applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries
of India.
PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:
No application has been made under the Insolvency and Bankruptcy Code;
hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along
with their status as at the end of the financial year is not applicable.
ACKNOWLEDGEMENT:
The Board of Directors wishes to express sincere thanks to Bankers,
Shareholders, clients, Financial Institutions, customers, sup- pliers and employees of
Companies for extending support during the year.
| FOR & ON BEHALF OF THE BOARD |
| Sd/- Sd/- |
| Vinod S Jhawar Mukul V Jhawar |
| (Managing Director) (Whole Time Director) |
| DIN: 00002903 DIN: 07966851 |
| Place: Mumbai |
| Date: 06.08.2025 |
| Registered Office: |
| Dhanlaxmi Fabrics Limited |
| L17120MH1992PLC068861 |
| Bhopar Village, Manpada Road, |
| Dombivli (East), Thane - 421204, Maharashtra |
| Email: cscompliance@dfl.net.in Website: www.dfl.net.in |
| Contact No. : 091-0251-2870589/ 590/ 591 |
|