Directors Report of Dhanalaxmi Roto Spinners Ltd.

Mar 31, 2025

Your Directors have pleasure to present their 38^th Annual Report on the business and operations of the Company
together with the audited statements of accounts for the financial year ended 31^st 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 38^th
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 2024-25.
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 Paid-up 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, Non-Executive 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 30^th
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 31^st March, 2024. Therefore, the said Directors ceased to
be the Directors of the Company from 01^st 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 29^th 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
21-05-2024	Yes	Yes	Yes	Yes	Yes	Yes
03-06-2024	Yes	Yes	Yes	Yes	Yes	Yes
29-07-2024	Yes	Yes	Yes	Yes	Yes	Yes
12-08-2024	Yes	Yes	Yes	Yes	Yes	Yes
09-09-2024	Yes	Yes	Yes	Yes	Yes	Yes
08-10-2024	Yes	Yes	No	Yes	Yes	Yes
07-11-2024	Yes	Yes	Yes	Yes	Yes	Yes
10-02-2025	Yes	Yes	Yes	Yes	Yes	Yes
11-03-2025	Yes	Yes	Yes	Yes	Yes	Yes
27-03-2025	Yes	Yes	Yes	Yes	Yes	Yes
28-03-2025	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
40^th 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 21^st May,
2024 to conduct the secretarial audit of the Company for financial year 2024-25, as required under section
205 of the Companies Act, 2013 and rules made thereunder.

The Secretarial audit report for financial year 2024-25 forms part of the Annual Report as ‘ANNEXURE-A'' 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 31^st 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 AOC-2 as Annexure-B

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	2024-25 Amount (Rs.)	2023-24 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 whole¬
time 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 through-out 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, inter-alia, 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 re-assess
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 Non-Executive 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 2024-25:

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 21-05-2024, 12-08-2024, 07-11-2024 and 09-02-2025.

Name	Designation	Category	No. of Meetings held	No. of Meetings attended
Vivek baheti	Chairperson	Non-Executive - Independent Director	4	4
Narayan Inani	Member	Executive Director	4	4
Anushree Atasniya	Member	Non-Executive - 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 09-02-2025.

Name	Designation	Category	No. of Meetings held	No. of Meetings attended
Vivek Baheti	Chairperson	Non-Executive Director (Independent)	1	1
Dhanraj Soni	Member	Non-Executive Director(Independent)	1	1
Anushree Atasniya	Member	Non-Executive 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.

(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.

• Non-receipt 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 13-09-2024, 03-10-2024
and 01-02-2025

Name	Designation	Category	No. of Meetings held	No. of Meetings attended
Anushree Atasniya	Chairperson	Non-Executive - Independent Director	3	3
Dhanraj Soni	Member	Non-Executive - Independent Director	3	3
Keshav Inani	Member	Executive Director	3	3

33. DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING DURING THE YEAR
2024-25

NUMBER OF COMPLAINTS	NUMBER
Number of complaints received from the investors comprising non-receipt 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 bio-economy. 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,
Semi-government 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	2023-24	2024-25	% 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 short-term 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 “forward-looking 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 non-executive
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 Non-Independent
Directors) was held on 10/02/2025 to discuss:

1. Evaluation of the performance of Non-Independent 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 non-independent directors. The Company
has 3 non-independent 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 paid-up equity share of Rs. 10/- (Rupees Ten Only) each for
every 1 (one) existing fully paid-up 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. 2023-2024	% 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 2023-24
and 2024-25 is not disclosed in the above table as they have resigned as Directors of the Company w.e.f. 01^st
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., 2024-25 was 22.16% and also there was 7.46% increase in managerial remuneration for the Financial
Year 2024-25. While calculating the percentage increase in the Managerial remuneration, the remuneration paid
to Mr. Keshav Inani for the part of the financial year 2023-24 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.

Non-Executive 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	1-4-2009	51	Anirudh Marketing	2%
Divya Inani	Purchase Executive	32,50,000	Permanent unless otherwise agreed	Graduate	1-4-2009	58	Karmang hat Securities (P) Ltd	2.34%
Srinidhi Inani	Digital Marketing and IT Upkeep	32,50,000	Permanent unless otherwise agreed	Graduate	1-1-2022	30	Social Beat	0.24%
Vasundhar a Inani	Marketing Executive	32,50,000	Permanent unless otherwise agreed	Graduate	01-07-2021	25	Vanhuesen and Tetra Minds Marketing	2%
Natasha Inani	Chief Information Officer	32,50,000	Permanent unless otherwise agreed	Grad uate	01-04-2024	42	Shrimannan rayan Enterprises (P) Limited	3.48%
Pooja Gadhia	Company Secretary Cum Compliance Officer	6,50,000	Permanent unless otherwise agreed	Company Secretary	01-03-2022	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	NA
account at the beginning of the year.
No. of shareholders who approached the Company for transfer of shares from	NA
suspense account during the year.
No. of shareholders to whom shares were transferred from suspense account	NA
during the year.
Aggregate No. of Shareholders and the outstanding shares in the suspense	NA
account at the end of the year.

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

Sd /- Sd/-

Narayan Inani Anirudh Inani

Pl_ace: Thi_mmap_ur Managing Director cum CFO Whole Time Director

Date: 19/08/2025 (DIN: 00525403) (DIN: 02253588)

---

Mar 31, 2024

Your Directors have pleasure to present their 37th Annual Report on the business and operations of the Company together with the audited statements of accounts for the financial year ended 31st March, 2024.

1. FINANCIAL HIGHLIGHTS

The Company’s financial results for the year under review along with previous year’s figures are given hereunder:

	Particulars	Year ended March 31, 2024	Year ended March 31, 2023
	Revenue from Operations	1,96,60,38,495	2,01,16,70,587
	Other Income	9,36,50,856	6,17,47,413
	Total Income	2,05,96,89,351	2,07,34,18,000
	Total Expenses before finance cost, depreciation and tax	1,88,57,74,272	1,96,90,92,878
	Finance Costs	86,32,730	77,59,435
	Depreciation & Amortization Expense	30,00,776	27,75,980
	Profits before exceptional and extraordinary items and tax	16,22,81,573	9,37,89,707
	Exceptional Items/Prior Period Items	1,27,12,926	(1,71,217)
	Profit Before Tax	17,49,94,499	9,36,18,490
	Less: Tax Expenses	4,42,53,882	2,70,84,065
	Net Profit After Tax	13,07,40,617	6,65,34,425

2. REVIEW OF OPERATIONS:

During the year under review, your Company has earned a Net Profit of Rs. 13,07,40,617 when compared to Net Profit of Rs.6,65,34,425 in the previous year. Net profit before taxation earned during the year under review amounted to Rs.17,49,94,499/- as against Rs.9,36,18,490/- 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 31,2024. This payment is subject to your approval at the ensuing 37th 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. 13,07,40,617/- to retained earnings for the Financial Year 2023-24. With this addition, the total Reserves & Surplus (including Capital Reserve, Central Subsidy, Investment Allowance Reserve,Revaluation surplus & Retained Earnings) as on March 31,2024 is Rs.45,05,35,078/- as against the Paid-up Capital of Rs.3,90,03,000.

5. DIRECTORS:

Mr. Narayan Inani, Managing Director of the company retires at this Annual General Meeting and being eligible, seeks reappointment. The Board recommended his appointment.

Further Mr. Rajkumar Inani resigned as Managing Director and wished to continue as Whole time Director of the Company w.e.f. 1st September, 2023 which was noted at the Board meeting held on 1st September, 2023. Consequent to resignation of Mr. Rajkumar Inani as Managing Director of the Company, Mr. Narayan Inani was appointed as the Managing Director of the Company at the Board meeting held on 1 st September, 2023. Further, his appointment as Managing Director was also approved by the shareholders at their meeting held on 30th September, 2023.

Mr. Keshav Inani was appointed as the Whole time Director of the Company at the Annual General Meeting of the Company held on 30thSeptember, 2023 w.e.f. 1 st October, 2023.

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 meets 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:

Name of the Director	Dates of Meeting
	03/04/23	25/04/23	30/05/23	10/08/23	01/09/23	08/11/23	29/01/24	09/02/24	15/02/24	21/03/24	30/03/24
Rajkumar Inani	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Narayan Inani	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Anirudh Inani	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Shyamsundar Jakhotia	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Kasturi Nagendra Prasad	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Simanth Roy Chowdhury	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Natasha Inani	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Keshav Inani	NA	NA	NA	NA	NA	Yes	Yes	Yes	Yes	Yes	Yes

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.

1) 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. STATUTORY AUDITORS

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, are appointed at the Board Meeting held on 30th May, 2023 to conduct the secretarial audit of the Company for financial year 2023-24, as required under section 205 of the Companies Act,2013 and rules made thereunder. The Secretarial audit report for financial year 2023-24 forms part of the Annual Report as ‘ANNEXURE-A’ to the Boards Report. Further the Secretarial Audit Report does not contain any qualification, reservationor adverse remark.

_J.

11. INTERNAL AUDITORS

M/s.M. Jhawar and 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, 2024 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 Company has complied with the provisions of investments made under Section 186 of the Companies Act, 2013 during the year under review. However, the Company has not given any loans or provided security or guarantee under Section 186 of the Companies Act, 2013 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 AOC-2 as Annexure-B

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. I) 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		Amount Rs.
	2023-24		2022-23
Earnings:	5,83,51,438		3,94,48,922
Outgo:	1,71,57,87,222		1,64,05,04,116

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 whole-time 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 through-out 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 COMMITMENTS IF ANY

Mr. Rajkumar Inani and Ms. Natasha Inani resigned as Directors of the Company w.e.f. 01st April, 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 are proposed to be regularised at the ensuing Annual General Meeting.

There were no other 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

k---/

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, inter-alia, 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 ofthe 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 fulfill the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the Companies Act, 2013;

• shall endeavour to attend all Board Meetings and wherever he is appointed as a Committee Member, the Committee Meetings;

• 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/ reappointment and the Board shall assess the same annually. The Board shall re-assess 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 companiesin 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, inevaluating 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 endeavours 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 Regulation 18 of SEBI LODR Regulations, 2015. 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 Non-Executive 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 2023-24:

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 29/05/2023, 09/08/2023, 08/11/2023 and 09/02/2024.

Name	Designation	Category	No. of Meetings held	No. of Meetings attended
K. N. Prasad	Chairman	Non-Executive Director (Independent)	4	4
Shyamsundar Jakhotia	Member	Non-Executive Director (Independent)	4	4
Narayan Inani	Member	Managing Director cum CFO	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 ATTENDANCE DURING THE YEAR:

The Nomination and Remuneration Committee met three times during the year on 03/04/2023. 25/08/2023 & 30/03/2024.

	Name	Designation	Category	No. of	No. of
				Meetings	Meetings
				held	attended
	Simanth Roy Chowdhury	Chairman	Non-Executive Director(Independent)	3	3
	Shyamsundar Jakhotia	Member	Non-Executive Director(Independent)	3	3
	K.N. Prasad	Member	Non-Executive Director(Independent)	3	3

32. STAKEHOLDERS 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.

• Authorise:

(i) Issue of duplicate share certificates and issue of share certificates after split / consolidation / rematerialization 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.

• Non-receipt 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 29/05/2023, 08/11/2023 and 09/02/2024

Name	Designation	Category	No. of	No. of
			Meetings	Meetings
			held	attended
Shyamsundar Jakhotia	Chairman	Non-Executive Director(Independent)	3	3
K.N. Prasad	Member	Non-Executive Director(Independent)	3	3
Rajkumar Inani	Member	Whole Time Director	3	3

33. DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING DURING THE YEAR 2023-24

NUMBER OF COMPLAINTS	NUMBER
Number of complaints received from the investors comprising non-receipt 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 31,2024	NA
Complaints pending as on March 31,2024	NIL
Number of Share transfers pending for approval, as on March 31,2024	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 bio-economy. 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, the Russian invasion of Ukraine. 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, Semi-government 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.

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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 Covid-19 pandemic, 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 of 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. During the year under review Company performance has improved due to efforts put in by the existing and additional staff recruited.

i) Details of significant changes in following key financial ratios as compared to the immediately previous financial year:

S.No	Particulars	2022-23	2023-24	% Change	Remarks for variation
i)	Inventory Turnover	781.37	524.35	-32.89	Working Capital Management deteriorated
ii)	Interest Coverage Ratio	256.13	220.79	-13.79	Performance of the Company deteriorated due to higher finance Cost.
iii)	Debtors Turnover	6.53	7.23	10.72	Ratio improved leading to shorter payments cycle.
iv)	Current Ratio	2.39	2.45	2.51	Increase in liquid assets relative to its short term liabilities
v)	Debt Equity Ratio	0.06	0.02	-66.67	More financial stability for the business due to decrease in borrowings
vi)	Operating Profit Margin (%)	6.69	8.80	31.54	Increase in profits are due to decrease in expenses
vii)	Net Profit Margin (%)	0.03	0.06	100.00	Increase in profits are due to decrease in expenses

j) Changes in return on Net Worth as compared to the immediately previous financial year is 95.90%

Cautionary Statement:

Statements in the Management Discussion and Analysis describing the Company’s objectives, projections, estimates,expectations may be “forward-looking 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. Simanthroy Chowdhury as Chairman and Mr. K.N. Prasad and Mr. Shyam Sunder Jakhotia 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 non-executive 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. 33,50,000/-, Mr. Rajkumar Inani, Whole Time Director is Rs. 33,50,000/-, Mr. Anirudh Inani, Whole Time Director is Rs. 33,50,000/-and Mr. Keshav Inani, Whole Time Director is Rs. 18,00,000/-

Sitting Fees:

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	Non- Executive Directors	Sitting Fees (Rs)
	Mr. K.N.Prasad	44,000
	Mrs. Natasha Inani	44,000
	Mr. Simanth Roy Chowdhury	44,000
	Mr. Shyamsundar Jakhotia	44,000

36. SECRETARIAL STANDARDS

The company is in compliance with 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 Non-Independent directors) was held on 15/02/2024 to discuss:

1. Evaluation of the performance of Non-Independent 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 non-independent directors. The Company has 5 nonindependent directors namely:

i. ) Mr. Narayan Inani - Managing Director cum CFO

ii. ) Mr.Rajkumar Inani - Whole Time Director

iii. ) Mr. Anirudh Inani - Whole Time Director

iv. ) Mrs. Natasha Inani - Non - Executive Director

v. ) Mr. Keshav Inani - Whole Time Director cum CEO

The meeting recognized the significant contribution made by Mr. Rajkumar Inani as Managing Director and was hopeful of the same from Mr. Narayn Inani 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

No Bonus Shares were issued during the year under review.

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. 2023-24	Remuneration of the F.Y. 2022-23	% increase in the Remuneration in 2024 as compared to 2023	Ratio of Remuneration to MRE
Narayan Inani, Managing Director cum CFO	33,50,000	30,00,000	11.60	1.14
Rajkumar Inani, Whole Time Director	33,50,000	30,00,000	11.60	1.14
Anirudh Inani, Whole Time Director	33,50,000	30,00,000	11.60	1.14
*Keshav Inani Whole Time Director cum CEO	32,50,000	26,00,000	-	1.221
Pooja Gadhia, Company Secretary	5,85,000	5,84,900	-	NA

(ii) Ratio of Remuneration to MRE for Mr. Keshav Inani is calculated for the period of 6 months only as he was paid managerial remuneration for a period of 6 months only.

OTHER DISCLOSURES:

The total numbers of permanent employees of the company are 9 (Nine).

The total remuneration paid to Directors was Rs. 118.50 Lakhs against the net profits of the company after tax amounting to Rs.1307.41 Lakhs. There was 11.60% increase in the remuneration paid to the Directors during the financial year 2023-24.

There was 13.46% 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., 2023-24 was 12.75% and also there was 31.6% increase in managerial remuneration for the Financial Year 2023-24. The significant change in the percentage increase in the Managerial Remuneration is due to appointment of Mr. Keshav Inani as Whole Time Director of the Company and payment of remuneration to him.

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.

Non-Executive 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: ²

Name	Designation	Remuneration	Nature of Employment	Qualification and Experience	Date of Commencement of Employment	Age	Last Employment	% of equity shares held
*Keshav Inani	Chief Executive Officer (CEO)	14,50,000	Permanent unless otherwise agreed	MBA	1-4-2013	30		3.66
Sangita Inani	Sales Executive	29,50,000	Permanent unless otherwise agreed	Graduate	1-4-2009	50	Anirudh Marketing	2.00
Divya Inani	Purchase Executive	29,50,000	Permanent unless otherwise agreed	Graduate	1-4-2009	57	Karmanghat Securities (P) Ltd	2.34
Srinidihi Inani	Digital Marketing and IT Upkeep	29,50,000	Permanent unless otherwise aareed	Graduate	1-1-2022	29	Social Beat	0.24
Vasundhara Inani	Marketing Executive	29,50,000	Permanent unless otherwise agreed	Graduate	1-7-2021	24	Vanhuesen and Tetra Minds Marketing	2.00
Pooja Gadhia	Company Secretary Cum Compliance Officer	5,85,000	Permanent unless otherwise agreed	Company Secretary	01-03-2022	29	Basai Steels and Power Private Limited	0

40. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

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	NA
	suspense account during the year.
	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	NA
	at the end of the year.

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 For DHANALAXMI ROTO SPINNERS LIMITED

Sd/- Sd/-

Place : Thimmapur NARAYAN INANI ANIRUDH INANI

Date : 03/06/2024 Managing Director cum CFO Whole Time Director

(DIN: 00525403) (DIN: 02253588)

1

Note: (i) Percentage increase in the remuneration in 2024 as compared to 2023 for Mr. Keshav Inani is mentioned as 0% since for the part of the financial year he was CEO and was appointed as Whole time Director on 01/10/2023.

_J.

2

Mr. Keshav Inani was appointed as Whole Time Director of the Company w.e.f. 01st October, 2023 and hence his salary for the period of only Six months is mentioned above.

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 Spouse of Mr. Rajkumar Inani, Director of the Company Srinidhi Inani Daughter-in-law of Mr. Rajkumar Inani & Wife of Mr. Keshav Inani Vasundhara Inani Daughter of Mr. Narayan Inani, Director of the Company.

Pooja Gadhia not a relative of the Directors of the Company

* —^:

---

Mar 31, 2023

Your Directors have pleasure to present their 36^th Annual Report on the business and operations of the Company together with the audited statements of accounts for the financial year ended 31^st March, 2023.

1. FINANCIAL HIGHLIGHTS

The Company’s financial results for the year under review along with previous year’s figures are given hereunder:

Particulars	Year ended March 31, 2023	Year ended March 31, 2022
Revenue from Operations	2,01,16,70,587	119,27,34,865
Other Income	6,17,47,413	3,91,70,738
Total Income	2,07,34,18,000	1,23,19,05,603
Total Expenses before finance cost, depreciation and tax	1,96,90,92,878	1,11,46,17,252
Finance Costs	77,59,435	84,22,921
Depreciation & Amortization Expense	27,75,980	25,70,423
Profits before exceptional and extraordinary items and tax	9,37,89,707	10,62,95,007
Exceptional Items/Prior Period Items	(1,71,217)	(5,00,482)
Profit Before Tax	9,36,18,490	10,57,94,525
Less: Tax Expenses	2,70,84,065	3,24,72,970
Net Profit After Tax	6,65,34,425	7,33,21,556

2. REVIEW OF OPERATIONS:

During the year under review, your Company has earned a Net Profit of Rs. 6,65,34,425 when compared to Net Profit of Rs.7,33,21,556 in the previous year. Net profit before taxation earned during the year under review amounted to Rs. 9,36,18,490/- as against Rs.10,57,94,525/- in the previous year.

3. DIVIDEND

To The Board has recommended a dividend of Rs. 1.25/- per Equity Share of 10.00/- each (i.e., 12.5% of face value) for the year ended March 31,2023. This payment is subject to your approval at the ensuing 36^th 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. 6,65,34,425/- to retained earnings for the Financial Year 2022-23. With this addition, the total Reserves & Surplus (including Capital Reserve, Central Subsidy, Investment Allowance Reserve, Revaluation surplus & Retained Earnings) as on March 31,2023 is Rs.32,46,69,836/- as against the Paid up Capital of Rs.3,90,03,000.

5. DIRECTORS:

Mrs. Natasha Inani, Non-Executive Director of the company retires at this Annual General Meeting and being eligible, seeks reappointment. The Board recommended her appointment.

Further there were no 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 meets 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:

Name of the Director	Dates of Meeting
	05/05/22	30/05/22	10/08/22	30/08/22	11/11/22	28/11/22	19/12/22	09/02/23	13/02/23	24/02/23	08/03/23
Rajkumar Inani	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Narayan Inani	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Anirudh Inani	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Shyamsundar Jakhotia	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Kasturi Nagendra Prasad	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Simanth Roy Chowdhury	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Natasha Inani	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes

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. STATUTORY AUDITORS

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 40^th 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, are appointed at the Board Meeting held on 30^th May, 2022 to conduct the secretarial audit of the Company for financial year 2022-23, as required under section 205 of the Companies Act, 2013 and rules made thereunder. The Secretarial audit report for financial year 2022-23 forms part of the Annual Report as ‘ANNEXURE-A’ to the Boards Report. Further the Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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 31^st March, 2023 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 Company has complied with the provisions of investments made under Section 186 of the Companies Act, 2013 during the year under review. However, the Company has not given any loans or provided security or guarantee under Section 186 of the Companies Act, 2013 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 AOC-2 as Annexure-B

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 additiona investments made for the conservation of energy during the period under review.

B. I) 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	Amount Rs.
	2022-23	2021-22
Earnings:	3,94,48,922	1,65,04,384
Outgo:	1,64,05,04,116	98,34,65,541

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 Lakhs 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 whole-time 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 through-out 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 COMMITMENTS IF ANY

There were 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, inter-alia, 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 ofthe 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 fulfill the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the Companies Act, 2013;

• shall endeavour to attend all Board Meetings and wherever he is appointed as a Committee Member, the Committee Meetings;

• 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/ reappointment and the Board shall assess the same annually. The Board shall re-assess 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 endeavours 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 Non-Executive 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 2022-23:

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 29/05/2022, 09/08/2022, 10/11/2022 and 12/02/2023.

Name	Designation	Category	No. of Meetings held	No. of Meetings attended
K. N. Prasad	Chairman	Non-Executive Director (Independent)	4	4
Shyamsundar Jakhotia	Member	Non-Executive Director (Independent)	4	4
Narayan Inani	Member	Executive Director cum CFO	4	3

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 ATTENDANCE DURING THE YEAR:

The Nomination and Remuneration Committee met once during the year on 12/02/2023

	Name	Designation	Category	No. of	No. of
				Meetings	Meetings
				held	attended
	Simanth Roy Chowdhury	Chairman	Non-Executive Director(Independent)	1	1
	Shyamsundar Jakhotia	Member	Non-Executive Director(Independent)	1	1
	K.N. Prasad	Member	Non-Executive Director(Independent)	1	1

32. STAKEHOLDERS 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.

• Authorise:

(i) Issue of duplicate share certificates and issue of share certificates after split / consolidation / rematerialization 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.

• Non-receipt ofAnnual 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 Two times during the year on 10/11/2022 and 12/02/2023

Name	Designation	Category	No. of Meetings held	No. of Meetings attended
Shyamsundar Jakhotia	Chairman	Non-Executive Director(Independent)	2	2
K.N. Prasad	Member	Non-Executive Director(Independent)	2	2
Raikumar Inani	Member	Managing Director	2	2

NUMBER OF COMPLAINTS	NUMBER
Number of complaints received from the investors comprising non-receipt 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 31,2023	NA
Complaints pending as on March 31,2023	NIL
Number of Share transfers pending for approval, as on March 31,2023	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 bio-economy. 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, the Russian invasion of Ukraine. 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, Semi-government 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 Covid-19 pandemic, 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 of 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. During the year under review Company performance has improved due to efforts put in by the existing and additional staff recruited.

i) Details of significant changes in following key financial ratios as compared to the immediately previous financial year:

S.No	Particulars	2021-22	2022-23	% Change	Remarks for variation
i)	Inventory Turnover	120.07	781.37	550.73	Better performance of the Company due to increased sales
ii)	Interest Coverage Ratio	134.64	256.13	90.23	Better performance of the Company lower finance Cost
iii)	Debtors Turnover	4.38	5.25	19.72	Ratio improved leading to shorter payments cycle.
iv)	Current Ratio	2.41	2.33	-3.37%	Current ratio is slightly decreased due to lower inventory and higher payable levels
v)	Debt Equity Ratio	0.06	0.06	-5.65%	Ratio almost remains the same with out having much impact
vi)	Operating Profit Margin (%)	12.36	6.69	-45.87%	Decrease in profits are due to increase in expenses
vii)	Net Profit Margin (%)	0.06	0.03	-46.20%	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 -9.26%

Cautionary Statement:

Statements in the Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations may be “forward-looking 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. Simanth Roy Chowdhury, as Chairman and Mr. ShyamsunderJakhotia and Mr. K.N. Prasad 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 non-executive 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. Rajkumar Inani, Managing Director is Rs. 30,00,000/-, Mr. Anirudh Inani, Whole Time Director is Rs. 30,00,000/- and Mr. Narayan Inani, Executive Director is Rs. 30,00,000/-

Sitting Fees:

Details of Sitting Fees paid to Non- Executive Directors are as under:

Non- Executive Directors	Sitting Fees (Rs)
Mr. K.N.Prasad	44,000
Mrs. Natasha Inani	44,000
Mr. Simanth Roy Chowdhury	44,000
Mr. Shyamsundar Jakhotia	44,000

36. SECRETARIAL STANDARDS

The company is in compliance with 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 Non-Independent directors) was held on 12/02/2023 to discuss:

1. Evaluation of the performance of Non-Independent 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 non-independent directors. The Company has 4 nonindependent directors namely:

i. ) Mr. Rajkumar Inani - Managing Director

ii. ) Mr. Narayan Inani - Executive Director cum CFO

iii. ) Mr. Anirudh Inani - Whole Time Director

iv. ) Mrs. Natasha Inani - Non - Executive Director

The meeting recognized the significant contribution made by Mr. Rajkumar Inani 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

No Bonus Shares were issued during the year under review.

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. 2022-23	Remuneration of the F.Y. 2021-22	% increase in the Remuneration in 2023 as compared to 2022	Ratio of Remuneration to MRE
Rajkumar Inani. Managing Director	30.00.000	30.00.000	0	1.25
Anirudh Inani. Whole Time Director	30.00.000	30.00.000	0	1.25
Narayan Inani. Executive Director cum CFO	30.00.000	30.00.000	0	1.25
*Pooja Gadhia. Company Secretary	5.84.900	45.000	0	NA
*Anamika Khare Company Secretary	0	4.00.200	0	NA
Keshav Inani	26.00.000	26.00.000	0	NA

OTHER DISCLOSURES:

The total number of permanent employees of the company are Six (06).

The total remuneration paid to Directors was Rs. 90.00 Lakhs against the net profits of the company after tax amounting to Rs.665.35 Lakhs. There was no change in the remuneration paid to the Directors during the financial year 2022-23. There is no change 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., 2022-23 was 0% and also there was no change in managerial remuneration for the Financial Year 2022-23. Further the difference in remuneration of Managerial person is due to change in designation of Mrs Natasha Inani from Executive Director to Non - Executive Director of the company in financial year 2021-22.

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.

Non-Executive 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
Keshav Inani	Chief Executive Officer (CEO)	26,00,000	Permanent unless otherwise agreed	MBA	1-4-2013	29		3.66
Sangita Inani	Sales Executive	26,00,000	Permanent unless otherwise agreed	Graduate	1-4-2009	49	Anirudh Marketing	2.00
Divya Inani	Purchase Executive	26,00,000	Permanent unless otherwise agreed	Graduate	1-4-2009	56	Karmanghat Securities (P) Ltd	2.34
Srinidihi Inani	Digital Marketing and IT Upkeep	26,00,000	Permanent unless otherwise agreed	Graduate	1-1-2022	28	Social Beat	0.17
Vasundhara Inani	Marketing Executive	26,00,000	Permanent unless otherwise agreed	Graduate	1-7-2021	23	Vanhuesen and Tetra Minds Marketing	2.00
Pooja Gadhia	Company Secretary Cum Compliance Officer	5,84,900	Permanent unless otherwise agreed	Company Secretary	01-03-2022	28	Basai Steels and Power Private Limited	0

Relationship of Employee with the Director or Manager of the company.

Keshav Inani Son of Mr. Rajkumar Inani, Director of the Company.

Sangita Inani Spouse of Mr. Narayan Inani, Director of the Company.

Divya Inani Spouse of Mr. Rajkumar Inani, Director of the Company

Srinidhi Inani Daughter-in-law of Mr. Rajkumar Inani

Vasundhara Inani Daughter of Mr. Narayan Inani, 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 ACCOUNT

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 For DHANALAXMI ROTO SPINNERS LIMITED Sd/- Sd/-

Place : Thimmapur NARAYAN INANI RAJKUMAR INANI

Date : 01/09/2023 Managing Director cum CFO Whole Time Director

(DIN:00525403) (DIN:00885466)

---

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in submitting the Twenty Eigth Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS

The Company's financial performance for the year under review along with previous year's figures is given hereunder:

(Rupees In Lacs)

Year Ended Year Ended Particulars 31-3-2015 31-3-2014

Revenue from Operations 4549.66 3972.14

Other Income 80.02 52.32

Total Income 4629.68 4024.46

Expenses 4405.33 3958.60

Profit before Exceptional Items, Extra Ordinary Items and Tax 224.35 65.86

Exceptional Items 1.34 1.24

Profit before Tax 223.01 64.62

Less: Tax Expenses 78.06 19.09

Net Profit After Tax 144.95 45.53

2. REVIEW OF OPERATIONS:

During the year under review, your Company has made a Gross Income of Rs 4629.68 Lacs when compared to Rs. 4024.46 Lacs in the earlier year. Net profit before Taxation earned during the year under review amounted to Rs.223.01Lacs, as against Rs. 64.62 Lacs in the previous year. Profit after Tax was at Rs. 144.95 Lacs as against Rs. 45.53 Lakhs of earlier year.

3. DIVIDEND

To conserve the reserves of the Company, the Company has not proposed any dividend during the year.

4. RESERVES:

The Company proposes to transfer Rs. 144.95 Lacs to General Reserves for the FY 2014-15. With this addition, the total Reserves & Surplus (including Capital Reserve, Securities Premium Reserve, Central Subsidy, General Reserve and Surplus) as on March 31, 2015 is Rs. 423.04 Lacs as against the Paid up Capital of Rs. 390.03 Lacs.

5. DIRECTORS

Mr. Rajkumar Inani, Managing Director retires at this Annual General Meeting and being eligible offer himself for reappointment. His designation was changed from Whole Time Director to Managing Director at the Annual General Meeting of the Company held on 30/09/2014. Further the Board of Directors of the Company at their meeting held on 31/07/2015 changed the remuneration of Mr. Rajkumar Inani from Rs. 85000 per month to Rs. 90,000 per month w.e.f.

01/07/2015 for the remaining tenure of his appointment as Managing Director and the same has being put for approval of member at this Annual General Meeting.

Mrs. Natasha Inani, was appointed as Additional Director on 10/03/2015 and she holds office till the date of this Annual General Meeting. A notice has been received from a member proposing her candidature for reappointment as Director and the same has being put for approval of member at this Annual General Meeting.

Further during the year under review Mr. Shyam Sunder Jakhotia Independent Director was appointed as Chairman with effect from 10/03/2015 and Mr. Narayan Inani, was appointed as CFO of the company w.e.f. 30/05/2014.

Also the term of Mr. Airudh Inani who was appointed as Whole Time Director on 30/06/2009 came to end on 29/06/2014. He was further appointed as Whole Time Director at the Annual General Meeting of the Company held on 30/09/2014

Also the term of Mr. Narayan Inani who was appointed as Executive Director on 01/07/2010 came to end on 30/06/2015. He was further appointed as Executive Director w.e.f 01/07/2015 at the Meeting of the Board of Directors of the Company held on 31/07/2015 and the same has being put for approval of member at this Annual General Meeting.

Mr. Shyam Sunder Jakhotia, Mr. K.N.Prasad and Mr. Simanth Roy Chowdhury were appointed as Independent Director w.e.f 01/04/2014 for a term of Five years.

6. INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

7. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board of Directors met Five (5) times on 30th May, 2014, 31st July, 2014, 31st October, 2014, 31st January, 2015 & 10th March, 2015 during the financial year 2014-15.

The names of the Directors on the Board, their attendance at Board Meetings held during the year is given below.

Attendance Particulars

Name of the DIRECTORS No. of Board meetings held during No. of Board mettings the Financial year 2014-15 Attended

Rajkumar Inani 5 5

Narayan Inani 5 5

Anirudh Inani 5 4

Shyamsundar Jakhotia 5 5

Kasturi Nagendra Prasad 5 5

Simanth Roy Chowdhury 5 5

Natasha Inani 5 1

8. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit 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 account- ing 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, in the case of a listed company, 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. STATUTORY AUDITORS

M/s G.D Upadhyay & Co, Chartered Accountants, were appointed as Statutory Auditors for a period of 3 years at the Annual General Meeting held on 30/09/2014 subject to the ratification of their appointment at every Annual General Meeting. Their continuance of appointment is to be ratified by the members at the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

M/s. Vinay Surana & Co., Chartered Accountants are the Internal Auditors of the Company and M/s Manjeet Bucha & Associates, Company Secretaries are the Secretarial Auditors of the Company.

10. AUDITORS REPORT

There was no qualifications, reservations or adverse remarks made by the Statutory Auditors of the Company in their Auditors reports. Further there was no qualifications, reservations or ad- verse remarks made by the Secretarial Auditors of the Company in their Secretarial Auditor Reports except in respect of the following matters : Failure to publish newspaper advertisement for Book Closure, Non filing of Disclosures as required under SEBI (SAST) Regulations, 2011 and SEBI (Prohibition of insider Trading) Regulations, 1992, Appointment of Company Secretary as KMP as required under section 203 of the Companies Act, 2013 and Clause 47 of the Listing Agreement and failure to provide voting facility through electronic means.

The failure with respect to publication of News Paper Advertisement for Book Closure and submission of disclosures was due to oversight of the Secretarial Department and your Board after taking note of the same has established system for ensuring proper and regular compliances in the matters specified above. Further as the registered office of the company is situated at a remote place and thus the company is unable to find a candidate for the post of Company Secretary. The Requirements of providing voting facility through electronic means was introduced by implementation of the provisions of section 108 of the Companies Act, 2013 w.e.f 01st April, 2015 however, Ministry of Corporate Affairs vide its Circular No. 20/

2014 dated 12th June, 2014 clarified that e-voting facility need not provided till 31st December, 2014, however Clause 35B of the listing agreement required for providing e-voting facility. Due to the shortage of time for implementation of e-voting facility and few number of agencies providing e-voting facility, company could not make necessary arrangements with the agencies in that short period and hence the same was not provided. However your Board of Directors taking note of the same has proposed all the resolutions to be passed at that ensuing Annual General Meeting through e-voting.

11. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure A and is attached to this Report.

12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

13. LOANS, GUARANTEES, INVESTMENTS MADE OR SECURITIES PROVIDED

The particulars of Loans, Guarantees, Investments made or securities provided under Section 186 as on 31st March, 2015 is as under

Sl. Name of the Person/ Amount Rs. No Company

Loans Guarantees Investments Securities provided

1. Ketki Finance Limited --- --- 753750 -- 2. Rajya Laxmi Petro --- --- 1000 -- Chemical Private Limited

3. Karmanghat Securities --- --- 5000 -- Private Limited

14. RELATED PARTY TRANSACTIONS

The particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 is furnished in Annexure B and is attached to this report.

15. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

16. LISTING:

Your Company's shares are presently listed on The Bombay Stock Exchange Limited. Your Company is regular in payment of listing fees to The Bombay Stock Exchange Limited; Scrip Code is 521216 & Scrip ID: DHANROTO.

17. 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. I) 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

18. 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 sixty lakh 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 five lakh 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 Whole-time 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 Managerial Personnel) Rule, 2014 of the Companies Act, 2013 .

19. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINAN - CIAL 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 as- sets, prevention and detection of frauds and errors, accuracy and completeness of the ac- counting records, and timely preparation of reliable financial information. There are ad- equate controls relating to strategic, operational, environmental and quality related aspects too. While these controls have been effective through-out the year, these are reviewed on a periodic basis for any changes/ modifications to align to business needs.

20. TRANSFER OF UNCLAIMED DIVIDEND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

21. MATERIAL CHANGES AND COMMITMENT IF ANY

The term of Mr. Narayan Inani who was appointed as Executive Director on 01/07/2010 came to end on 30/06/2015. Board of Directors of the Company at their meeting held on 31/07/2015 appointed him as Executive Director w.e.f 01/07/2015 and the same has being put for approval of member at this Annual General Meeting.

Further the Board of Directors of the Company at their meeting held on 31/07/2015 changed the remuneration of Mr. Rajkumar Inani from Rs. 85000 per month to Rs. 90,000 per month w.e.f. 01/07/2015 for the remaining tenure of his appointment as Managing Director and the same has being put for approval of member at this Annual General Meeting.

Also the term of Mr. Anirudh Inani who was appointed as Whole Time Director on 30/06/2009 came to end on 29/06/2014. He was further appointed as Whole Time Director at the Annual General Meeting of the Company held on 30/09/2014

Also the Board of Directors of the Company at their meeting held on 31/07/2015 changed the term of appointment of Mr. Anirudh Inani for a period of 3 years w.e.f 01/07/2015 and the same has being put for approval of member at this Annual General Meeting.

Mr. Shyam Sunder Jakhotia, Mr. K.N.Prasad and Mr. Simanth Roy Chowdhury were appointed as Independent Directors w.e.f. 01/04/2014 for a term of Five years.

22. RISK MANAGEMENT POLICY

The Board of Directors of the Company formulates, implements and monitors the risk management framework for the Company.

The Board evaluates risk management systems and internal financial controls. The Board re- views the internal audit findings, provides guidance on internal controls and ensures that the internal audit recommendations are implemented.

The responsibility for management of risks vests with the Managers responsible for the day-to- day conduct of affairs of the Company. The Managers are required to ensure that Standard Operating Procedures (SOPs) for major areas of operations are in place, clearly delineating the accountabilities in the systems/ process chains. Such SOPs are also required to be regularly reviewed for ensuring superior quality thereof.

23. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

24. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the Paid up Capital of the Company is less than Rs. 10 Crores and Net worth of the Company is less than Rs. 25 Crores, Corporate Governance is not applicable.

25. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMU

NERATION AND DISCHARGE OF THEIR DUTIES

The company has Nomination and Remuneration committee consisting of Mr. Shyam Sunder Jakhotia, as Chairman and Mr. K.N. Prasad and Mr. Simanth Roy Chowdhury as members. The remuneration and sitting fees paid to the Board members are based on the recommendation of Nomination and Remuneration Committee. The Committee takes into consideration the experience and expertise of the Board and other members before recommending the remuneration to be paid to them.

Remuneration to Directors :

The remuneration and perks paid during the year to Mr. Anirudh Inani, whole time Director is Rs. 7,35,000, Mr. Rajkumar Inani, Managing Director is Rs. 10,20,000 and Mr. Narayan Inani Executive Director is Rs. 10,20,000.

Sitting Fees :

Sitting Fees to Non- Executive Directors is paid at Rs. 4000 /- per meeting details of which are as under

Non- Executive Directors Sitting Fees (Rs)

Mr. K.N.Prasad 20,000

Mr. Simanth Roy Chowdhury 20,000

Mr. Shyam Sunder Jakhotia 20,000

Mrs. Natasha Inani 4,000

26. COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISM

The company has Audit Committee consisting of Mr. K.N.Prasad, as Chairman and Mr. ShyamsundarJakhotia and Mr.Narayan Inani as members.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of co- employees and the Company.

27. BOARDS EVALUATION

The Board of Directors of your company has devised a Policy for annual evaluation of its own performance, performance of its Independent Directors, Committees and other individual Di- rectors which include criteria for performance evaluation of the non-executive directors and executive directors.

28. SHARE CAPITAL

The company has not altered its authorized share capital during the financial year 2014-15 and also has not issued any shares during the said year. Further no securities were bought back by the Company during the year under review.

29. POLICY ON SEXUAL HARASSMENT

The Company has adopted policy on Prevention of Sexual Harassment of women at Work- place in accordance with The Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company has not received any com- plaints pertaining to Sexual Harassment.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders that were passed by the regulators or courts or tribunals against your Company.

31. 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:

Si Name of the Remuneration Remuneration %increase No Director of the year of the year in the F.Y.2015 F.Y.2014 Remuneration of the year F.Y.2015 as compared to 2014

Rajkumar Inani 1. Managing 10,20,000 10,20,000 NIl Director

2 Anirudh Inani Whole Time 7,35,000 10,20,000 - Director

Narayan Inani 3. Executive 10,20,000 10,20,000 NIL Director cum CFO

K.N. Prasad 4 . Independent 20,000 40,000 NIL Director

5. Simanth Roy Chowdhury 20,000 12,000 NIL Independent Director

6. Natasha Inani Additional 4,000 NIL NIL Director

Shyam Sunder Jakhotia 20000 28000 NIL 7. Chairman& Independent Director

Name of the Director Ratio of Remuneration to MRE

Rajkumar Inani Managing 7.08 Director

Anirudh Inani Whole Time 5.104 Director

Narayan Inani Executive 7.08 Director cum CFO

K.N. Prasad Independent 0.1389 Director

Simanth Roy Chowdhury 0.1389 Independent Director

Natasha Inani Additional Director 0.0277

Shyam Sunder Jakhotia 0.1389 Chairman& Independent Director

OTHER DISCLOSURES:

There was no increase in remuneration payable to Directors and the number of permanent employees of the company are Sixteen. There was no change in the remuneration paid to the employees during the financial year.

The profit after tax for the financial year ended 31st March, 2015 increased by 218 %, however, there is no increase in the remuneration paid to Directors.

The total remuneration paid to Directors was Rs. 27,75,000 against the net profits of the company after tax amounting to Rs. 1,44,95,779. Against the net profits after tax of Rs. 1,44,95,779, Mr. Raj Kumar Inani was paid remuneration of Rs. 10,20,000, Mr. Narayan Inani was paid remuneration of Rs. 10,20,000 and Mr. Anirudh Inani was paid remuneration of Rs.7,35,000.

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.

32. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consult- ants,and various Government Authorities for their continued support extended to your Company 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

For DHANALAXMI ROTO SPINNERS LIMITED

Sd/- Sd/-

(RAJKUMAR INANI) (NARAYAN INANI) Place : Thimmapur Managing Director Executive Director cum CFO

Date : 31.07.2015 (DIN : 00885466) (DIN : 00525403)

---

Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting ihe Twentyseventh Annual Report together with Audited Statement of Accounts of Ihe Company for the year ended 31st March, 2014.

FINANCIAL RESULTS (Rupees In Lacs) Year Ended Year Ended 31-3-2014 31-3-P013

Sales and other income 4024.46 2599.60

Income before Exceptional item, Interest and Depreciation 121.52 96.47

Depreciation and Amortization 14.53 10.88

Financial Expenses 41.13 23.45

Profit before Taxation and Except onal Hems 65.86 62.14

Exceptional Items / Prior Period Items 1.24 1.08

Profit before Tax 64.62 61.06

Provision for Taxation

a) Current 19.72 18.26

b) Deferred (0.63) 1.38

Profit after Tax 45.53 41.42

REVIEW OF OPERATIONS :

During the year under review, your Company has made a Gross Income of Rs. 4024.46 Lacs when compared to Rs. 2599.60 Lacs In the earlier year. Net profit before Taxation and exceptional Items earned during the year under review amounted to Rs. 65.86 Lacs, as against Rs 62.14 Lacs In the previous year. Profit after Tax was at Rs. 45.53 Lacs against Rs. 41.42 Lacs of earlier year.

DIVIDEND:

To conserve the reserves of the Company, the Company has not proposed any dividend during the year.

DIRECTORS :

Sri Anirudh Inani, Director of your Company retires by rotat on at the ensuing Annual General Meeting. Being eligible for re-appointment, offers himself for the re-appointment.

FIXED DEPOSITS :

Your Company has not accepted any depos ts from the public pursuant to Section 58 A of the Companies Act, 1956.

2.14 Taxation :

Tax expense comprises ol Current and Delerred. Curren! Tax is measured at the amount expected to be paid to the tax authorities in accordance with the Indian Income Tax Act. 1961. Provision lor current tax Is made on the basis oi Taxable Income ol the Current Accounting Year in accordance with Income Tax Act, 1961.

Deterred Tax Is recognized for all the liming differences. The Company is providing and recognizing deterred tax on timing differences between taxable income and accounting income subject to consideration of prudence.

Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognized amounts and there is an intention to settle the asset and liability on a net basis. Deferred tax assets and deferred lax liability are offset when there is legally enforceable right to set oil assets against liabilities representing current lax and where the deferred tax assets and the deferred lax liabilities relate to taxes on income levied by the same governing taxation laws

2.15 Provisions and Contingent Liabilities:

The Company recognizes a provision when there is a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure fora contingent liability is made when there Is a possible obligation or a present obligation that may. but probably will not. require an outflow of resources. Where there is a possible obligation or a present obligation that the likelihood of outflow ol resources is remote, no provision or disclosure is made.

2.16 Earnings per share:

In determining Earnings per share, the company considers the net profit after tax and includes the post tax effect of any extra ordinary items. The number of shares used In computing basic earnings per share is the weighted average number ol shares outstanding during the period.

3.1 During the year there was no fresh Issue of equity shares, hence number of shares out standing at the beginning of the year and at the end of the year are same i.e., 39,00,300 Equity Shares.

3.2 No Share holder is holding more than 5% of Share holding in the Company.

AUDITORS :

M/s G D. Upadhyay 4 Company. Chartered Accountants, who are the statutory auditors of the Company holds office till the conclusion of the forthcoming AGM and are eligible for re- appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint Mi''s G.D Upadhyay as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the AGM to be held in the year 2017. subject to ratification ol their appointment at every AGM,

PERSONNEL:

There is no employee ol your company drawing a remuneration requiring disclosure under Section 217(2A) of the Companies Act. 1956 read with the Companies (Particulars ol Employees). Rules. 1975 as amended by Companies (Particulars of Employees) Amendment Rules. 2011.

LISTING: .

Your Company''s shares are presently listed on The Mumbai Stock Exchange Limited. Your Company is regular in payment of listing fees to The Mumbai Stock Exchange Limited; Scrip Code is 521216 & Scrip ID: OHANROTO.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANO OUTGO :

Wherever possible energy conservation measures have already been Implemented and there are no ma|or areas, where further energy conservation measures can be taken. However, efforts to conserve and optimize the use of energy through improved operational methods and other means will continue. .

CORPORATE GOVERNANCE:

Pursuant to the provisions of the Listing Agreement, a Management Discussion and Analysis Report and a report on Corporate Governance together with the Auditors'' Certificate on the compliance ol the conditions of Corporate Governance are furnished as Annexure forming part of this report.

CODE OF CONDUCT.

-The Code ol Conduct has been circulated to all the members ol the Board and Senior Management and the compliance ol the same has been alflrmed by them. A declaration to this ellect is given In Annexure.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217 (2AA) ol the Companies Act, 1956, we hereby state:

1 That in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, If any;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and (air view of the state of affairs of the Company at the end of the financial year ended 31* March, 2014 and of the Profit of the Company lor that period;

3. That the Directors have taken proper and sufficient care lor the maintenance of adequate accounting records. In accordance with the provisions of the Companies Act. 1956 for safeguarding the assets of the company and lor preventing and delecting Iraud and other irregularities: and

4 That the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS:

We take this opportunity to thank the employees for their dedicated service and Contribution to the Company. We also thank our Bankers, Business Associates and Shareholders for their support towards conduct ol operations ol the Company.

By Order of the Board

For DHANALAXMI ROTO SPINNERS LIMITED

Place : Thimmapur sd/- sd/- (RAJKUMAR INANI) (NARAYANINANI) Date 31.07.2014 Whole Time Director Executive Director cum CFO (DIN 00885466) (DIN : 00525403)

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Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the Twenty-sixth Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS (Rupees In Lacs)

Year Ended Year Ended 31-3-2013 31-3-2012

Sales and other Income 2599.60 3014.87

Income before Interest and Depreciation 96.47 128.10

Depreciation and Amortization 10.88 11.13

Financial Expenses 23.45 36.22

Profit before Taxation and Exceptional Items 62.14 80.75

Exceptional Items / Prior Period Items 1.08 0.93

Profit before Tax 61.06 79.82

Provision for Taxation:

a) Current 18.26 24.46

b) Deferred 1.38 1.01

Profit after Tax 41.42 54.34

REVIEW OF OPERATIONS :

During the year under review, your Company has made a Gross Income of Rs. 2599.60 Lacs when compared to Rs. 3014.87 Lacs in the earlier year Net profit befce Taxation and exceptional items earned during the year under review amounted to Rs. 62.14 Lacs, as against Rs 80.75 Lacs in the previous year. Profit after Tax was at Rs. 41.42 Lacs against Rs. 54.34 Lacs of earlier year.

DIVIDEND :

To conserve the reserves of the Company, the Company has not proposed any dividend during the year.

DIRECTORS :

Sri Simanth Roy Chowdhury, Director of your Company retires by rotation at the ensuing Annual General Meeting. Being eligible for re-appointment, offers himself for the re- appointment. Sri Simanth Roy Chowdhury is a Commerce Graduate, experienced in Administration & Statutory Matters.

FIXED DEPOSITS :

Your Company has not accepted any deposits from the public pursuant to Section 58 A of the Companies Act, 1956.

AUDITORS :

M/s. G.D. Upadhyay & Company, Chartered Accountants, the auditors of your company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received a Certificate from the said Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956. The Board recommends their appointment.

PERSONNEL:

There is no employee of your company drawing a remuneration requiring disclosure under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees), Rules, 1975 as amended by Companies (Particulars of Employees) Amendment Rules, 2011.

LISTING :

Your Company''s shares are presently listed on The Mumbai Stock Exchange Limited. Your Company is regular in payment of listing fees to The Mumbai Stock Exchange Limited; Scrip Code Is 521216 & Scrip ID: DHANROTO.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Wherever possible energy conservation measures have already been implemented and there are no major areas, where further energy conservation measures can be taken. However, efforts to conserve and optimize the use of energy through improved operational methods and other means will continue.

As required under section 217 (2AA) of the Companies Act, 1956, we hereby state:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31* March, 2013 and of the Profit of the Company for that period;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

4. That the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS :

We take this opportunity to thank the employees for their dedicated service and Contribution to the Company. We also thank our Bankers, Business Associates and Shareholders for their support towards conduct of operations of the Company.

By Order of the Board

for DHANALAXMI ROTO SPINNERS LIMITED

Place :Thimmapur

(RAJKUMAR INANI) (NARAYAN INANI)

Date ; 30.05.2013 Whole Time Director Executive Director

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Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting the Twenty Fourth Annual Report together with Audited statement of Accounts of the Company for the year ended 31 st March, 2011.

FINANCIAL RESULTS

(Rupees In Lacs) Year Ended Year Ended 31-3-2011 31-3-2010

Sales and other Income 2296.42 1427.52

Income before interest and Depreciation 119.29 58.98

Depreciation and Amortization 8.12 7.00

Financial Expenses 44.93 23.55

Profit before Taxation and Exceptional Items 66.24 28.43

Exceptional Items/Prior Period Items 1.00 2.32

Profit before Tax 65.24 30.75

Provision for Taxation:

a) Current 19.15 20.75

b) Deferred 1.99 0.15

c) Earlier Year Tax 0.52 3.51

Profit after Tax 43.58 13.36

REVIEW OF OPERATIONS

During the year under review, your company has made a Gross Income of Rs. 2296.42 Lacs when compared to Rs. 1427.52 Lacs in the earlier year. Net profit before Taxation and exceptional items earned during the year under review amounted to Rs. 66.24 Lacs, as against Rs.28.43 Lacs in the previous year. Profit after Tax was at Rs. 43.58 Lacs against Rs. 13.36 Lacs of earlier year.

DIVIDEND :

To conserve the reserves of the Company, the Company has not proposed any dividend during the year.

DIRECTORS

Sri Sri Shyam Sunder Jakhotia, Director of your Company retires by rotation at the ensuing Annual General Meeting. Being eligible for re- appointment, offers himself for the re-appointment.

Sri Shyam Sunder Jakhotia, is a Commerce Graduate, having vast experience in the Commercial Business Line.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public pursuant to Section 58A of the Companies Act, 1956.

AUDITORS

M/s. G.D. Upadhyay & Company, Chartered Accountants, the auditors of your company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received a Certificate from the said Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224 (1B}ot the Companies Act, 1956. The Board recommends their appointment,

PERSONNEL

No employee of your company is in receipt of remuneration of Rs.24 Lacs per Annum and above and no employee is in receipt of remuneration of Rs. 200000/- p.m. for any part of the Financial Year whose particulars are required to be disclosed pursuant to section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees), Rules, 1975 as amended.

LISTING

Your Company's shares are presently listed on The Mumbai Stock Exchange Limited Your Company is regular in payment of listing fees to The Mumbai Stock Exchange Limited, Scrip Code is 521216 & Scrip ID :DHANROTO

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Wherever possible energy conservation measures have already been implemented and there are no major areas, where further energy conservation measures can be taken. However, efforts to conserve and optimize the use of energy through improved operational methods and other means will continue,

DETAILS OF FOREIGN EXCHANGE IN FLOW/OUT FLOW

2010-11 2009-10

Earnings Rs. 14,28,628 Rs. 18,06,514

Outflow Rs. 16,69,40,441 Rs. 6,25,95,386

CORPORATE GOVERNANCE

Pursuant to the provisions of the Listing Agreement, a Management Discussion and Analysis Report and a report on Corporate Governance together with the Auditors' Certificate on the compliance of the conditions of Corporate Governance are furnished as Annexures forming part of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217 (2AA) of the Companies Act, 1956, we hereby state:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, If any;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March, 2011 and of the Profit of the Company for that period;

3, That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. That the Directors have prepared the annual accounts on a going concern basis,

ACKNOWLEDGEMENTS:

We take this opportunity to thank the employees for the dedicated service and Contribution to the Company, We also thank our Bankers, Business Associates and Shareholders for their support towards conduct of operations of the Company.

BY Order of the Board

Sd/- Sd/- (RAJKUMAR INANI) (NARAYAN INANI) Whole Time Director Executive Director

Place: Thimmapur Date : 13-08-2011

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Mar 31, 2010

The Directors have pleasure in presenting theTwenyThird Annual Report together with Audited statement of Accounts of the Company for the year ended 31st March, 2010

FINANCIAL RESULTS (Rupees In Lacs)

Year Ended Year Ended

31-3-2010 31-3-2009

Sales and other Income 1427.52 1297.22

Income before Interest and Depreciation 58.98 106.60

Depreciation and Amortization 6.99 4.87

Financial Expenses 23.55 53.24

Profit before Taxation and 28.43 48.49 Exceptional Items

Exceptional Items / Prior Period Items 2.32 11.13

Profit before Tax 30.75 59.62 Provision for Taxation:

a) Current 20.75 17.82

b) Deferred 0.15 0.26

c) Fringe Benefits - 0.35

d) Earlier Year Tax 3.52 -

Profit after Tax 13.36 41.19

REVIEW OF OPERATIONS

During the year under review, your company has made a Gross Income of Rs.1427.52 Lacs when compared to Rs. 1297.22 Lacs in the earlier year. Net profit before Taxation and exceptional items earned during the year under review amounted to Rs.28.43 Lacs, as against Rs.48.49 Lacs in the previous year. Profit afterTax was at Rs.13.36 Lacs against Rs. 41.19 Lacs of earlier year.

DIVIDEND :

To conserve the reserves of the Company, the Company has not proposed any dividend during the year.

DIRECTORS

Sri K.N.Prasad, Director of your Company retires by rotation at the ensuing Annual General Meeting. Being eligible for re-appointment, offers himself for the re- appointment.

Sri K.N.Prasad is a Commerce Graduate, having vast experience in the Finance, Accounts & Administration line.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public pursuant to Section 58A of the Companies Act, 1956.

AUDITORS

M/s. G.D. Upadhyay & Company, Chartered Accountants, the auditors of your company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.The Company has received a Certificate from the said Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956. The Board recommends their appointment.

PERSONNEL

No employes of your company is in receipt of remuneration of Rs. 24 Lacs per Annum and above and no employee is in receipt of remuneration of Rs. 2,00,000 per month for any part of the Financial Year whose particulars are required to be disclosed pursuant to section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees), Rules, 1975 as amended.

LISTING

Your Comoanys shares are presently listed on The Mumbai Stock Exchange Limited. Your Company is regular in payment of listing fees to The Mumbai Stock Exchange Limited, Scrip Code 521216 and Scrip ID : DHANROTO.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Wherever possible energy conservation measures have already been implemented and there are no major areas, where further energy conservation measures can be taken. However, efforts to conserve and optimize the use of energy through improved operational methods and other means will continue.

DETAILS OF FOREIGN EXCHANGE IN FLOW/OUT FLOW

2009-10 2008-09

Earnings Rs. 18,06,514 Rs. 2,42,02,075

Out flow Rs. 6,25,95,386 Rs. 6,81,40,881

CORPORATE GOVERNANCE

Pursuant to the provisions of the Listing Agreement, a Management Discussion and analysis Report and a report on Corporate Governance together with the Auditors Certificate on the compliance of the conditions of Corporate Governance are furnished as Annexures forming part of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217 (2AA) of the Companies Act, 1956, we hereby state :

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures; if any;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31 si March, 2010 and of the Profit of the Company for that period;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. That the Directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS :

We take this opportunity to thank the employees for their dedicated service and contribution to the Company. We also thank our Bankers, Business Associates and Shareholders for their support towards conduct of operations of the Company.

By Order of the Board

Place : Thimmapur Sd/- Sd/-

(RAJKUMAR INANI) (NARAYAN INANI)

Date : 14.8.2010 Whole Time Director Executive Director