Disclosure in board of directors report explanatory DHANASHREE ELECTRONICS LIMITED
CIN: L31103WB1987PLC042594
BOARD OF DIRECTORS
Mr. M. G. Maheshwari, Chairman Mr. Nitesh Toshniwal, Managing Director Mr. B. R. Kabra Director Mr. V.K. Sharma Director Mrs. Shruti Toshniwal Director
BANKERS
Union Bank of India State Bank of Mysore AXIS Bank Limited
AUDITORS
Surana Sunil & Co. Chartered Accountants P-38, India Exchange Place Arun Chamber, 3rd Floor Kolkata-700001
REGISTRAR & SHARE TRANSFER AGENT
M/s. Maheshwari Datamatics Private Limited 6, Mangoe Lane, Kolkata-700001 Phone No. 2243-5809
REGISTERED OFFICE
Plot No. XI-16, Block EP & GP, Sector ‘V’ Salt Lake City, Kolkata-700091 Phone No. 2357-3617
WORKS
Plot No. XI-16, Block EP & GP, Sector ‘V’ Salt Lake City, Kolkata-700091
BOARD’S REPORT Dear Shareholders,
Your Directors are pleased to present the 30thAnnual Report of the Company, along with Audited Accounts for the Financial Year ended 31st March, 2017.
FINANCIAL PERFORMANCE: The Financial Results of the company for the year ended 31.03.2017 relating to the previous year are given here under:
(Amount is Rupees) Particulars | For the year ended 31.03.2017 | Previous year ended 31.03.2016 | Revenues from operation | 339,920,375.66 | 305,534,786.36 | Other income | 1,525,031.46 | 2,475,884.91 | Total Income | 341,445,407.12 | 308,010,671.27 | Less Expenses | 316,779,621.32 | 297,246,524.06 | Profit/(Loss) before tax | 24,665,785.80 | 10,764,147.21 | Current Tax | 7,000,000.00 | 2,020,000.00 | Deferred Tax | (693,624.00) | 1,209,000.00 | Provision for tax |
| 156,990.00 | Profit/(Loss) for the period | 18,359,409.80 | 7,378,157.21 | Earning per Equity shares | 1.29 | 1.10 |
SUMMARY OF OPERATIONS:
During the year under review the gross revenue has a substantial increase of about 11.25% over that of the last year (from Rs. 3055.35 Lacs to Rs. 3399.20 Lacs) and the corresponding Gross Profit for the Financial Year 2016 was increased by more or less 2.3 times over that of the previous year i.e. from Rs. 107.64 lacs to Rs. 246.66 Lacs and correspondingly, Net Profit for the year after Tax was increased more or less 2.49 times over that of the previous year (from Rs. 73.78 Lacs to Rs. 183.59 Lacs) resulting in an increase in EPS from Rs. 1.10 to Rs. 1.29. The Company has experienced a substantial boost in the operation of its business which is expected to be multiplied in a geometric progression in the years to come and has recorded a substantial booking of orders for the current year. Details of Operations are elaborated under Management Discussion and Analysis forming part of the Corporate Governance Report annexed to this Directors’ Report. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR During the financial year ended 31st March, 2017, no entity became or ceased to be the subsidiary, joint venture or associate of the Company.
DIVIDEND 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. TRNSFER TO RESERVES There has been no transfer to reserve made during the year. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE 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 statements relate and the date of this Report. CHANGE IN NATURE OF BUSINESS, IF ANY During the Financial Year 2016-17, there has been no change in the nature of business of the company. CAPITAL / FINANCE During the year, the Company the company has issued and allotted 7,500,000 shares of Rs. 10 each at a premium of Rs. 2 per share on right basis. As on 31st March, 2017, the issued subscribed and paid up share capital of your Company stood at Rs. 141,900,000 divided into 14,190,000 Equity shares of Rs. 10 each.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR During the year, there is no change in the composition of the board of directors of the company. Pursuant to provisions u/s 152(6) of the Companies Act, 2013, Mr. Vijay Kumar Sharma and Mr. Bhinwraj Kabra retires by rotation at the forthcoming Annual General Meeting and he being eligible, offers himself for re-appointment. KEY MANAGERIAL PERSONNEL In compliance with the provisions of Section 203 of the Companies Act, 2013, the Company formally appointed the following persons as Key Managerial Personnel of the Company: 1. Mr. M. G. Maheshwari – Whole time Director. 2. Mr. Nitesh Toshniwal - Managing Director.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS During the Financial Year 2016-2017, the Board of Directors of the Company, met 10 (Ten) times on 19.04.2016, 11.05.2016, 25.07.2016, 27.07.2016, 17.08.2016, 07.10.2016, 13.10.2016, 02.11.2016, 14.11.2016 and 24.01.2017. Further, a separate Meeting of the Independent Directors of the Company was also held on 31.03.2017, whereat the prescribed items enumerated under Schedule IV to the Companies Act, 2013 and Clause 25 of the Listing Regulations were discussed. DIRECTOR’S RESPONSIBILITY STATEMENT Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and confirm that: 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 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; e) The directors had let down the internal financial controls to be followed by the company and such internal financial controls are adequate and are operating effectively; and f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY 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 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES In adherence of section 178(1) of the Companies Act, 2013, the Board of Directors of the Company, approved a policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee.
FORMAL ANNUAL EVALUATION As the ultimate responsibility for sound governance and prudential management of a company lies with its Board, it is imperative that the Board remains continually energized, proactive and effective. An important way to achieve this is through an objective stock taking by the Board of its own performance. In accordance with the framework approved by the Nomination and Remuneration Committee, the Board of Directors, in its Meeting held on 24.01.2017, undertook the evaluation of its own performance, its Committees and all the individual Directors. The review concluded by affirming that the Board as a whole as well as all of its Members, individually and as members of the Committees of the Board continued to display commitment to good governance, ensuring a constant improvement of processes and procedures. It was further acknowledged that every individual Member and Committee of the Board contribute his best in the overall growth of the organisation. ABSTRACT OF THE ANNUAL RETURN The abstract of the Annual Return in Form No. MGT – 9 forms part of the Board’s Report and is annexed herewith as ANNEXURE - 1. STATUTORY AUDITORS At the Annual general Meeting (AGM) held on 30.09.2014, M/s. Surana Sunil & Co., Chartered Accountants (Firm Regn. No. 325616E) had been appointed as the Statutory Auditors of the Company for a period of Five (5) years. Ratification of the appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM. Further, the report of the Statutory Auditors when read with Notes and Schedules as annexed are self-explanatory and therefore do not call for any further comments. COST AUDITORS In view of the provisions of Section 148 and all other applicable provisions 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 for the Financial Year 2016-17. SECRETARIAL AUDITORS Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, Ms. Rupa Gupta, Company Secretary in Practise (CP No. 11691) was appointed as the Secretarial Auditor of the Company to carry out the secretarial audit for the year ending 31st March, 2017. SECRETARIAL AUDIT REPORT A Secretarial Audit Report given by the Secretarial Auditors is annexed with this Report as ANNEXURE – 2. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 During the financial year ended 31st March, 2017, no Loan u/s 186 of the Companies Act, 2013 was made by the Company. The particulars of investments and guarantees made/ given by the Company, under Section 186 forms part of the Notes to the financial statements provided in this Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain transactions at arm’s length basis under third proviso thereto are disclosed in Form No. AOC -2 in ANNEXURE - 4 and form part of this Report. PUBLIC DEPOSIT
The Company has not accepted any deposits from the public during the year as defined under Section 73 of the Companies Act, 2013. Deposit outstanding as on 31st March 2017, including unclaimed deposit, is Nil.
CORPORATE SOCIAL RESPONSIBILITY (CSR) The Company is not covered under the purview of Section 135 of Companies Act, 2013; hence CSR provisions are not applicable. AUDIT COMMITTEE The Audit Committee of the Board of Directors of the Company, comprises of 3 (Three) Members, namely Mr. Bhinwraj Kabra, Mr. Vijay Kumar sharma, Mrs. Shruti Toshniwal meetings held on 25.04.2016, 02.08.2016, 01.10.2016, 17.01.2017. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES The Company’s Whistle Blower Policy encourages Directors and employees to bring to the Company’s attention, instances of unethical behaviour, and actual or suspected incidents of fraud or violation of the Company’s Code of Conduct that could adversely impact the Company’s operations, business performance and / or reputation. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. It is the Company’s Policy to ensure that no employee is victimised or harassed for bringing such incidents to the attention of the Company. The practice of the Whistle Blower Policy is overseen by the Audit Committee of the Board and no employee has been denied access to the Committee. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.
DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 The information on particulars of employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as ANNEXURE 5.
CORPORATE GOVERNANCE Your Company upholds the standards of governance and is compliant with the Corporate Governance provisions as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in both letter and spirit. The Company’s core values of honesty and transparency have since its inception been followed in every line of decision making. Parameters of Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from Practising Company Secretary confirming compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report. Further, the Management Discussion and Analysis Report and CEO / CFO Certificate as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are also presented in separate sections forming part of the Annual Report. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND There being no unpaid/unclaimed dividend or other deals the provisions of Section 125 of the Companies Act, 2013 with reference to Transfer to Investor Education and Protection Fund, is not applicable. LISTING OF SHARES The shares of the Company are listed on the Calcutta Stock Exchange Ltd (CSE). Subsequent to the notification of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) during the year, the Company has entered into “Uniform Listing Agreement” with the Stock Exchange where its securities are listed, namely, CSE in order to carry out a novation of the erstwhile Listing Agreement. The listing fee for the year 2017-18 has already been paid to the credit of CSE. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The being engaged in the trading and supply operation only the provisions u/s 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not attracted to this Company. ACKNOWLEDGEMENTS The Board places on record its appreciation for the continued co-operation and support extended to the Company by its customers, vendors, regulators, banks, financial institutions, rating agencies, stock exchanges and depositories, auditors, legal advisors, consultants, business associates and all the employees with whose help, cooperation and hard work the Company is able to achieve the coveted results. The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and all its shareholders.
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For and on behalf of the Board of Directors
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For Dhanashree Electronics Limited
Place: Kolkata M. G. Maheshwari Nitesh Toshniwal Date: 30.05.2017 (Chairman) (Managing Director) DIN: 00345482 DIN: 00052422
REPORT ON CORPORATE GOVERNANCE As per Regulation 34(3) read with Schedule V of the Listing Regulations with the Stock Exchanges, the Directors submit the following report on the Corporate Governance, for the information of the shareholders.
COMPANY'S PHILOSOPHY:
Your company believes that the Directors are the trustees of the Investors' capital and are obliged to maximise shareholders values over the long run while protecting the interests of all stakeholders such as employees, customers, business partners, suppliers and the society at large. The Company believes and is committed to good corporate governance and adequate disclosure and it lays emphasis on transparency, accountability and integrity in all its operations and dealings and has complied with all the material aspects of the requirement specified in Listing Regulations with the Stock Exchange. BOARD OF DIRECTORS
Composition of Board: The Board of Directors of the Company consists of 5 members comprising of: One Executive Chairman. One Managing Director. Two Non-Executive Independent Directors. One Non-Executive Non-Independent Director.
The composition of the Board was in conformity with the provisions of the Corporate Governance Code of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the financial year 2016-17, 10 (Ten) number of Board Meetings were held on 19.04.2016, 11.05.2016, 25.07.2016, 27.07.2016, 17.08.2016, 07.10.2016, 13.10.2016, 02.11.2016, 14.11.2016 & 24.01.2017.Name of the Director | category | No. of Board meeting attended | Attendance at the last AGM | Directorship held in other Indian public limited company | Committee positions in other Indian public limited companies |
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Mr. M. G Maheshwari | Chairman | 10 | Yes | Nil | Nil | Nil | Mr. Nitesh Toshniwal | Managing Direcotor | 10 | Yes | Nil | Nil | Nil | Mr. B. R. Kabra | Non-Executive Independent Director | 10 | Yes | Nil | Nil | Nil | Mr. V. K. Sharma | Non-Executive Independent Director | 10 | Yes | Nil | Nil | Nil | Ms. Shruti Toshniwal | Non-Executive Woman Director | 10 | Yes | Nil | Nil | Nil |
Notes: Only Audit Committee and Stakeholders Relationship Committee have been considered for this purpose.
DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE: Ms. Shruti Toshniwal, Non-Executive Director, is the wife of Managing Director Mr. Nitesh Toshniwal. NUMBER OF SHARES AND CONVERTIBLE INSTRUMENTS HELD BY NON-EXECUTIVE DIRECTORS: Non-Executive Directors Mr. B R Kabra & Mrs. Shruti toshniwal hold 203,100 and 200,000 Equity Shares of Rs. 10/- each in the Company. Mr. B R Kabra and Mrs Shruti Toshniwal held these shares in their individual capacity, prior to their appointment as Directors of the Company. WEB LINK WHERE DETAILS OF FAMILIARISATION PROGRAMMES IMPARTED TO INDEPENDENT DIRECTORS: All Independent Directors are familiarized 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. from time to time. COMMITTEES OF BOARD: AUDIT COMMITTEE Terms of Reference The terms of reference of Audit Committee broadly covers the prescribed detail under the provision of Section 177 of the Companies Act 2013 as well as Regulation 34(3) of the SEBI (LODR) Regulations, 2015 with reference to Corporate Governance in a Listed Company.
Sl. | Name | Chairman / | No. of Meetings | No. of Meetings | No. |
| Members | held during | attended |
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| 1 | Mr. Bhinw Raj Kabra | Chairman | 4 | 4 |
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| 2 | Mr. Vijay Kumar Sharma | Member | 4 | 4 |
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| 3 | Mrs. Shruti Toshniwal | Member | 4 | 4 |
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During the year the committee met 4 (Four) times on 25.04.2016, 02.08.2016, 01.10.2016, and 17.01.2017. NOMINATION AND REMUNERATION COMMITTEE: TERMS OF REFERENCE
To identify and ascertain the integrity, qualification, experiences and expertise of the person for appointment as Director, KMP and Senior Management level. To formulate the criteria for determining qualifications, positive attitude and independence of a Director and recommend to the Board a policy relating to the remuneration for Director, KMP and other senior level Management Personnel. To devise a policy on Board Diversity and Remuneration policy.
The composition of nomination and remuneration committee as on 31st March 2017 is given below:
Sl. | Name | Chairman / | No. of Meetings | No. of Meetings | No. |
| Members | held during | attended |
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| tenure |
| 1 | Mr. Bhinw Raj Kabra | Chairman | 1 | 1 |
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| 2 | Mr. Vijay Kumar Sharma | Member | 1 | 1 |
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| 3 | Mrs. Shruti Toshniwal | Member | 1 | 1 |
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During the year the Committee had met on 24.01.2017. PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:
The Nomination and Remuneration Committee of the Board, in its Meeting held on 24.01.2017, laid out the evaluation criteria for performance evaluation of the Board, its Committees and all the individual directors, in adherence of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The performance evaluation for the financial year was carried out in accordance with the criteria laid out by the Nomination and Remuneration Committee and approved by the Board. The evaluation of all directors (including Independent Directors) was done by the entire Board of Directors (excluding the Director being evaluated).
REMUNERATION OF DIRECTORS
All pecuniary relationship or transactions of the Non-Executive Directors vis-à-vis the Company: NIL except for the Sitting Fee to the Independent Directors.
Criteria of making payments to Non-Executive Directors: The Company has adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other Employees; regulated by the Nomination and Remuneration Committee of the Board. The Non-Executive Directors are entitled to sitting fees for attending Meetings of the Board, its Committees and the Shareholders. The remuneration to the Managing Director(s) and Whole-time Director(s) is paid on the scale determined by the Nomination and Remuneration Committee within the limits approved by the Shareholders at the General Meeting in compliance of the provisions of the Companies Act, 2013 and schedules to the Act.
Disclosures with respect to Remuneration: Details of remuneration/ sitting fees paid to Directors during the financial year 2016-17 is given below:
Name of the director | Fixed Salary (Rs. In actual) | Total Fixed salary | Bonus | Commission | Total | Stock options |
| Basic Salary | Sitting fees | Perquisites of allowances | Rental benefits | Mr. M G Maheswari | Rs. 1,121,720 | Rs. 1,600 |
| Rs. 270, 000 | Rs. 1,393,320 |
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| Mr. Nistesh Toshniwal | Rs. 472,000 | Rs. 1,600 |
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| Rs. 473,600 |
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| Mr. B R Kabra |
| Rs. 1,600 |
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| Rs. 1,600 |
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| Mr. Vijay Kumar Sharma |
| Rs. 1,600 |
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| Rs. 1,600 |
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| Ms. Shruti Toshniwal |
| Rs. 1,600 |
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| Rs. 1,600 |
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STAKEHOLDERS RELATIONSHIP COMMITTEE: The Stakeholders' Relationship Committee is constituted in line with the provisions of Regulation 20 of SEBI Listing Regulations read with section 178 of the Act.
The broad terms of reference of the stakeholders' relationship committee are as under:
Consider and resolve the grievances of security holders of the Company including redressal of investor complaints such as transfer or credit of securities, non-receipt of dividend / notice /annual reports, etc. and all other securities-holders related matters.
Consider and approve issue of share certificates (including issue of renewed or duplicate share certificates), transfer and transmission of securities, etc.
The Composition of Stakeholders Relationship / Grievance Redressal Committee as on 31st March, 2017, are given below:
Sl. | Name | Chairman / | No. of Meetings | No. of Meetings | No. |
| Members | held during | attended |
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| 1. | Mr. V K Sharma | Chairman | 6 | 6 |
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| 2. | Mrs. Shruti Toshniwal | Member | 6 | 6 |
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| 3. | Mr. Nitesh Toshniwal | Member | 6 | 6 |
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During the year the Committee had met on 23.04.2016, 21.07.2016, 08.08.2016, 01.12.2016, 15.01.2017 and 05.02.2017 Number of shareholders' complaints received so far : Nil
The number of shareholder’s grievances received and resolved during financial year 2015-16 is given below:
Opening Balance | Received during the year | Resolved during the year | Closing Balance |
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| Nil | Nil | Nil | Nil |
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Number not solved to the satisfaction of shareholders:
All complaints were resolved to the satisfaction of shareholders. Number of pending complaints :
As at 31st March, 2017, no complaint was pending unresolved.
GENERAL BODY MEETINGS
The details of the last three Annual General Meetings are given below:Financial Year | Date of AGM | Time | Venue | No. of Special Resolution | 2015-16 | 14.06.2016 | 9:30 am | Plot No. 11-16, Block EP & GP, Sector V, Salt Lake City, Kolkata – 700 091 | Nil | 2014-15 | 30.09.2015 | 9:30 am | -do- | Nil | 2013-14 | 30.09.2014 | 9:30 am | -do- | Nil |
During the year under review, there was no such business which required passing of resolution through Postal Ballot. MEANS OF COMMUNICATION:
Quarterly results:
The Company publishes limited reviewed un-audited financial results on a quarterly basis. In respect of the fourth quarter, the Company publishes the audited financial results for the complete financial year.
General Shareholders Information:
ANNUAL GENERAL MEETING: Date and time: 26th Sept, 2017 at 09.00 a.m. Venue: Plot No. X1-16, Block EP and GP, Sector-V, Salt lake Kol-91 Financial Year: 1st April, 2016 to 31st March, 2017
Book closure Date: Wednesday 20th Sept, 2017 to Tuesday 26th Sept, 2017 (both days inclusive);
Dividend payment Date: No dividend declared.
Listing of the Share: The shares of the company are listed on the Calcutta Stock Exchange Ltd
Market Price Data: the Calcutta Stock Exchange having no trading operation during the F.Y. 2016-17 no market data is available;
Register and share transfer agents: Maheshwari Datamatics Private Ltd, 23 R.N. Mukherjee Road, 5th floor, Kolkata-1;
Share transfer System: Share Transfer Requests received and found valid and complete in all respect are generally processed within 15 days. Necessary power and authority in this regards has been delegated to Stakeholders Relationship Committee and the RTA. The company’s shares are compulsory traded in deverterioced mode.
Shareholding Pattern:
The Shareholding Pattern of the Company as on 31.03.2017 is given below
Indian Promoters | 9961800 | 70.20% | Foreign Promoters | 0 | 0% | Total: Promoter Group | 9961800 | 70.20% | Non Promoter Group | 4228200 | 29.80% | NRI/OCB |
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| Institutional Investor (Bank) |
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| Total: Non-Promoter | 4228200 | 29.80% | Grand Total | 14190000 | 100.00% |
Distribution of shareholding:
Distribution of shareholding as on 31.03.2017 is given below:
Range of Shares | No. of Holders | % | No. of Shares | % |
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| 1 to 500 | 455 | 66.5205 | 181500 | 1.2791 | 501 to 1000 | 124 | 18.1287 | 101700 | 0.7167 | 1001 to 2000 | 43 | 6.2865 | 65600 | 0.4623 | 02001 to 3000 | 8 | 1.1696 | 19100 | 0.1346 | 3001 to 4000 | 2 | 0.2924 | 7400 | 0.0521 | 4001 to 5000 | 3 | 0.4386 | 13700 | 0.0965 | 5001 to 10000 | 6 | 0.8772 | 45300 | 0.3192 | Above 10000 | 43 | 6.2865 | 13755700 | 96.9394 | Grand Total | 684 | 100.0000 | 14190000 | 100.0000 |
Plant Location
Plot No.11-16, Block-EP and GP, Sector-V, Salt Lake City, Kolkata-700091;
Registered Office for Correspondence
Plot No.11-16, Block-EP and GP, Sector-V, Salt Lake, Kolkata-700091;
Other Disclosures
Materially Significant Related Party Transaction
All contracts/arrangements/transaction entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. Details of the transactions entered with the related parties have been reported separately in the Annual Report.
Vigil Mechanism
The Board of Directors has approved and adopted a ‘Whistle Blower Policy’ wherein all employees and directors of the Company are eligible to make protected disclosures to the competent authority i.e. the Chairman of the Audit Committee with respect to any improper activity concerning the Company. The policy provides for direct access to the Chairman of the Audit Committee. During the year under review, neither any case was reported under the Whistle Blower Policy nor was anyone denied access to the said competent authority or the Audit Committee. The details of establishment of the above vigil mechanism forms part of the Directors’ Report. The ‘Whistle Blower Policy’ is uploaded on the website of the Company.
Material Subsidiaries
The Company does not have any Subsidiary
COMPLIANCE WITH CORPORATE GOVERNANCE REQUIREMENT
The Company has complied with all the requirement of Corporate Governance requirement specified in Regulation 17 to 27 and Clauses (b) to (i) of Sub-regulation (2) of Regulation 46 of Securities and Exchange board of India (Listing Obligation & Disclosure Requirements) Regulation, 2015
Pursuant to Part E of Schedule V of Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 a Compliance Certificate from the PCS regarding compliance of conditions of Corporate Governance by the Company forms a part of the Directors’ Report.
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:
The Company does not have any shares in the demat suspense account or unclaimed suspense account.
For and behalf of Board of Directors
Date: 30.05.2017 …………………………………. Place: Kolkata Managing Director DIN: 00052422
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Dhanashree Electronics Ltd, is highly acclaimed in the distribution and supply of lighting accessories and provider of unconventional power generation machineries
The company is both vertically and horizontally integrated to cater for other electrical appliances in the domestic brand markets under the brand name ‘ANCHOR’.
Its product are broadly classified as safety electrical appliances, lighting peripherals and unconventional power supply like cost efficient LED Lamps and accessories for Solar Energy in bulk dealing and supply as per requirements of various State Governments across the country.
Your company has since earned a wide reputation across the country and established its name for timely supply of highest graded materials. As a result repeat orders with more and more new enquires are continuously being increased by leaps and bounds from year to year encouraging the Company to expand its area of operation as a continuous process. These facts about the Company's operations will be appropriately illustrated in the comparative results of the last two years.
The Company ‘Dhanashree’ believes in consistent improvement of performance and quality. The inherent characteristics of our outlook encourage our philosophy to provide sustainable value to our customer and shareholder alike.
For and on behalf of Board of Director
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