Directors Report of Dhanlaxmi Fabrics Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 32^nd Annual Report on the business operations and activities of the Company together with the Audited Accounts for the Financial Year ended 31^st March, 2024.

FINANCIAL RESULTS:

Summary of the Company''s financial performance for F.Y. 2023-24 as compared with the previous financial year is given below:

Particulars	F.Y. 2023-2024		F.Y. 2022-2023
	Standalone	Consolidated	Standalone	Consolidated
Revenue from Operation	1659.34	1992.78	7837.06	8469.32
Revenue from other Income	120.83	147.68	49.84	75.53
Total Revenue	1780.17	2140.45	7886.90	8544.85
Profit before Dep. & Int.	(497.79)	(555.09)	515.16	534.94
Depreciation	81.30	85.30	298.84	306.47
Interest	19.32	20.34	102.12	119.65
Profit after Depreciation & Interest and before Tax	(598.41)	(660.73)	114.19	108.81
Exceptional Items	(67.26)	(78.44)	(18.27)	(43.28)
Profit after Exceptional Items	(665.67)	(739.17)	95.93	65.53
Provision for Taxation	8.22	9.80	64.71	69.82
Provision for Tax (deferred)	24.27	23.35	(40.52)	(40.72)
Provision for Taxation for earlier year	-	(0.33)	-	(0.48)
Profit/Loss after Tax	(698.16)	(771.99)	71.73	36.93

HIGHLIGHTS:

Your Company''s main activity is centered into trading, manufacturing, weaving and processing of textile and yarn and all allied products/services. As it can be clearly seen from the highlights that the Company''s'' the total revenue generation from the current year and profit for the year of the Company has been reduced.

The management of the Company hereby very optimistic regarding performance of the Company in future and taking every steps and making every effort to turn the Company in to more profitable organization.

mvmENn:

During the year, your directors have not recommended any dividend on Equity shares for the year under review.

AMOUNT TO BE TRANSFERRED TO RESERVES:

No fund was transferred to General Reserves. For the year under review, Company has added the entire available surplus to the brought forward balance in "Statement of Profit and Loss", without making any transfer to the general reserve.

TRANSFER OF UNCLAIMED QIVIQENQ TO INVESTOR EDUCATION ANQ PROTECTION FUNQ:

The Company was not required to transfer any amount to unclaimed dividend to investor education and protection fund. QEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 (1) and 74 of the Companies Act, 2013 read together with the companies (Acceptance of Deposits) Rules, 2014.

BOARQ OF QIRECTORS ANQ KEY MANAGERIAL PERSONNEL:

The Composition of the Board during the year was as per the provisions of Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the Companies Act, 2013.

During the year there has been no change in the composition of Board of Directors and there was no change in the management of the Company.

Mr. Durgesh Kabra, Ms. Ayushi Gilra & Mr. Athul Rungta, Independent director have given declarations that they continue to meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

The Board had appointed Mrs. Deepika Premsingh Khangarot as the Company Secretary and Compliance Officer of the Company based on recommendation of N&R and Audit Committee on 31.03.2023. Mrs. Deepika Premsingh Khangarot resigned from the post of Company Secretary on 07.10.2023. Further Mr. Anand Lohia was appointed as the Company Secretary and Compliance Officer on 29.12.2023 who also resigned on 31.01.2024. Afterwards, Mrs. Ushma Dudani was appointed as the Company Secretary and Compliance Officer of the Company on 29.04.2024 and she also resigned on 31.05.2024.

Further, the Board of Directors on recommendation of the Nomination and Remuneration Committee proposes to appoint Ms. Ayushi Gilra (DIN: 08511294) as a Non-Executive Independent Director for the second term of five consecutive years with effect from 05th August, 2024 to 04th August, 2029 of the Company, subject to approval of the members of the Company in the ensuing Annual General Meeting.

None of the Directors are disqualified for appointment/ re-appointment under Section 164 of the Act. As required by law, this position is also reflected in the Auditors'' Report.

As required under Regulation 36(3) of the listing Regulations with the stock exchanges, the information on the particulars of Directors proposed for appointment/re-appointment has been given in the notice of annual general meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, and based on the information provided by management, your Directors'' state that:

(a) In the preparation of the annual accounts for the financial year ended 31^st March, 2024 the applicable accounting standards have been followed.

(b) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the State of affairs of the corporation as at the end of 31^st March, 2024 and of the profit of the Company for the year ended on that date.

(c) Proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Annual Accounts of the Company have been prepared on the on-going concern basis.

(e) That they have laid down internal financial controls commensurate with the size of the Company and that such financial controls were adequate and were operating effectively.

(f) That system to ensure compliance with the provisions of all applicable laws was in place and was adequate and operating effectively.

DECLARATION OF INDEPENDENCE BY DIRECTORS:

The Independent Non-executive Directors of the Company, viz. Mr. Durgesh Kabra, Ms. Ayushi Gilra, Mr. Athul Rungta has affirmed that they continue to meet all the requirements specified under Regulation 16(1)(b) of the LODR Regulation, 2015 in respect of their position as an "Independent Director" of Dhanlaxmi Fabrics Limited. The Independent Directors of the Company have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014. The Nomination and Remuneration Committee had adopted principles for identification of Key Managerial Personnel, Senior Management including the Executive Directors.

Further, all the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. In terms of Regulation 25(8) of Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their liability to discharge their duties.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold the highest standards of integrity.

Details of Familiarisation Programme for the Independent Directors are provided separately in the Corporate Governance Report.

DISCLOSURE FROM INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 134 of the Companies Act, 2013 with respect to the declaration given by the Independent Director of the Company under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations, the Board hereby confirms that all the Independent Directors have given declarations and further confirms that they meet the criteria of Independence as per the provisions of Section 149(6) read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors'' Databank maintained with the Indian Institute of Corporate Affairs (''IICA'') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended.

The Independent Directors have confirmed that they have complied with the Company''s Code of Business Conduct & Ethics. POLICIES ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The policies of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act is available on the website on this link: http://www.dfl.net.in/company-profile.html

EVALUATION OF BOARD OF DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Independent Directors was completed.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

The Board as a whole was evaluated on various parameters like Board Composition & Quality, Board Meetings and Procedures, adherence to the Code of Conduct etc. Based on each of the parameter, the Board of Directors formed an opinion that performance of Board as a whole has been outstanding.

MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board has carried out the annual evaluation of its own performance, of each of its Committee and of all individual Directors, as required under the provisions of Section 134(3)(p) of the Companies Act, 2013 and the applicable provisions of Listing Regulations. The manner in which such performance evaluation exercise was carried out is given below:

The Nomination and Remuneration Committee (NRC) carries out the evaluation process at initial stage, followed by evaluation by Board. The performance evaluation framework is in place to seek the response of each Director on the evaluation of the entire Board and Individual Directors, on defined parameters.

The criteria of evaluation of Board as well as that of its each Committee; and individual Directors, including the Chairman of the Board; as defined by NRC in this regard, includes attendance and contribution of each Director at the meetings or otherwise, independent judgment, adherence to code of conduct and business ethics, monitoring of regulatory compliance, risk management and review of internal control system, etc.

The performance of the Board and Individual Directors was also evaluated by the Board seeking inputs from all Directors on aforesaid parameters.

The performance of Committees was evaluated by the Board seeking inputs from concerned Committee Members. A separate meeting of the Independent Directors was also held to review the performance of Non-independent Directors; performance of the Board as a whole and performance of the Chairman of the Company, taking into account the views of Executive as well as Nonexecutive Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Details of program for familiarization of Independent directors of the company are accessible on yours company website at http://www.dfl.net.in/fam_prg.html.

MEETING OF INDEPENDENT DIRECTORS:

The meeting of Independent Directors was scheduled on 22^nd March, 2024. All the Independent Directors of the Board were present in the meeting.

STATUTORY AUDITORS:

M/S. R H A D & CO. (Formerly known as M/s. Dinesh Bangar & Co.,) Chartered Accountants, Mumbai (FRN: 102588W) was appointed as a Statutory Auditors of the Company at 27^th Annual General Meeting of the Company for a period of five (5) years, till the conclusion of the ensuing 32^nd Annual General Meeting of the Company. Further, M/S. R H A D & CO. has been proposed by the Board to be re-appointed in the ensuing Annual General Meeting for the 2nd term of 5 years commencing from the 32^nd Annual General Meeting till 37^th Annual General Meeting.

AUDITORS REPORT:

Observations made in the Auditor''s Report are self-explanatory and therefore do not call for any further comments under Section 134(1) of the Companies Act, 2013.

INTERNAL AUDITORS:

The Internal and operational audit is entrusted to M/s. Sunil Bangar & Associates., (FRN - 146654W) Chartered Accountant, Mumbai. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

The Audit Committee of the Board of Directors, Statutory Auditors and the Key Managerial Personnel are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

COST AUDIT AND COST AUDITOR:

M/s. Talati & Associates., (Cost Accountants) Mumbai, (FRN R/00097) has been appointed based on the recommendation of Audit Committee by the Board to conduct the audit of Cost records of the Company for the financial year 2024-25 and their appointment has been recommended to the members for ratification/re-appointment at item no.4 of the Notice.

FRAUDS REPORTED BY THE AUDITORS

Auditors have not reported any incident of fraud to the Audit Committee/Board of Directors, in their respective report, for the periods reviewed by them.

SECRETARIAL AUDIT:

The Audit Committee recommended the Name of M/s. Nitesh Chaudhary & Associates, Company Secretary in practice, for conducting Secretarial Audit for F.Y. 2023-24 pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report as received is appended to this Report as Annexure I.

COMMENTS ON REMARKS/OBSERVATION/QUALIFICTION MADE BY AUDITORS:

M/s. Nitesh Chaudhary & Associates, Practicing, Company Secretary, in his independent Audit Report for Financial year 2023-24 have drawn the attention of the management on some matters in connection with the same management herewith give the explanation on the same point vice as follows:

During the Year it was observed that there is delay in filing of Roc Form CRA-4 (file the Cost Audit Report) and DIR-12 for (Resignation of Cs) for that the company has make a payment with fine to ROC the SRN number of the form is F65938110 and AA6805834. The Company has paid a Late fees (Additional fees) Rs. 1,200/- on E-form CRA-4 and late fees of Rs. 1,200/- on E-form DIR - 12 by the company during the F.Y. 2023-24.

The management has informed in this regard that due to technical issues in MCA website the forms were getting uploaded on MCA portal.

SUBSIDIARY. JOINT VENTURE OR ASSOCIATE COMPANIES:

Pursuant to provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 a statement containing salient features of the financial statements of the Subsidiary Companies in Form AOC-1 is Annexure II in this Board''s Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013 the financial statements of the Company, consolidated financial statements together with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

DETAILS COMPANIES CEASED TO BE SUBSIDIARY. IOINT VENTURE OR ASSOCIATE COMPANIES:

In the Board meeting held on 11.11.2023, it was proposed by the Board of Directors of the Company for selling the entire holding by the Company in its Subsidiary i.e., DFL Fabrics Private Limited to Mr. Mahesh Sohanlal Jhawar, Promoter Director of the Company subject to necessary approval and a postal ballot for this purpose was called on 29.12.2023, which was deemed to be passed on 29.01.2024. However, the said resolution was not passed as the required consents of the members were not received.

Further, in the Board Meeting held on 28.05.2024, the board again considered the proposals of sale or disposal of subsidiaries / sale of stakes in subsidiaries Viz. DFL Fabrics Private Limited and Dhanesh Fabrics Private Limited to Mr. Mahesh Sohanlal Jhawar and Mr. Mukul Vinod Jhawar, respectively or such other person outside the promoter group on such terms and conditions as to be decided between the Board and the Buyers in the best interest of the Company, subject to necessary approvals and concerns.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

The Company is committed to maintain highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. In Compliance with Regulation 34 and Schedule V of SEBI (LODR) Regulations, 2015 report on the Corporate Governance, along with a certificate from the Statutory Auditors of the Company on compliance with the provisions is annexed and forms part of the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

As per the provisions of Companies Act, 2013 and Regulation 23 of ''Listing Regulations'', the Company has formulated a Policy on Related Party Transaction to ensure transparency in transactions between the Company and the related parties. The said Policy is available at link of ''Company Policies'' page on the company''s website at http://dfl.net.in/company-profile.html.

During the year under review, there were no material transactions, as defined under the provisions of ''Listing Regulations'', between the company and related parties. All transactions with related parties were carried out in the ordinary course of business at arms'' length basis and details of such transactions are mentioned in notes attached to the financial statements, appearing elsewhere in the Annual Report.

Further, Form AOC-2 containing the necessary disclosure in this regard is attached as Annexure - I and forms an integral part of this report.

The particulars of contract or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC-2 are appended as Annexure-III.

CORPORATE SOCIAL RESPONSIBILITY

The Company has in place a Corporate Social Responsibility Policy in line with Schedule VI of the Companies Act, 2013 as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The provision of the Companies Act, 2013 relating to CSR Initiatives are not applicable to the Company for the year under review. ANNUAL RETURN:

As required under the provisions of Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, a copy of the relevant Annual Return is available on the website of the Company at www.dfl.net.in under Investor Announcement tab under given link -http://dfl.net.in/inv_ann.html

NUMBER OF MEETINGS OF THE BOARD:

The Board met 6 (Six) times during the financial year, the details of which are given in Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

POSTAL BALLOT:

The Company has conducted 1 (One) Postal Ballot in the year 2023-24 for seeking approval of the members for selling of the stake of the Company in its subsidiary M/s. DFL Fabrics Pvt Ltd.

In the Board meeting held on 11.11.2023, it was proposed by the Board of Directors of the Company for selling the entire holding by the Company in its Subsidiary i.e., DFL Fabrics Private Limited to Mr. Mahesh Sohanlal Jhawar, Promoter Director of the Company subject to necessary approval and a postal ballot for this purpose was called on 29.12.2023, which was deemed to be passed on 29.01.2024. The voting for the postal ballot commenced on Sunday, 31.12.2023 and the last date for receiving the postal ballot forms by the Scrutinizer and e-voting was 29.01.2024.

However, after obtaining the Scrutinizer report and on declaration of results by the Chairman, it was informed that the said resolution was not passed as the required consents of the members were not received.

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

1 Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder''s Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

CODE OF CONDUCT:

The Board of Directors of the Company has laid down required Code of Conduct. It has also adopted Code for Independent Directors as per Schedule IV of the Companies Act, 2013. All Board members including Independent Directors and Senior Management Personnel have affirmed compliance with the respective Code of Conduct for the year under review. The Code of Conduct is available on the Company''s website www.dfl.net.in.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

The Company has granted loan to Promtech Impex Pvt. Ltd., a Company in which Mr. Vinod Jhawar (Director of the Company) is also Director. The Company has not provided any guarantees or security to the parties covered under Section 185 of the Act. The Company has complied with the provisions of Section 186 of the Act in respect of the investments made. The details of the Loans, Investments and Guarantee covered under the provisions of Section 186 of the Companies Act, 2013 (Act), has been given under notes forming parts of the Accounts and same will be produced for verification to the members at the registered office of the Company on their request.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

Particulars required to be disclosed in pursuance of the provisions of Section 197, read with rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as under.

Sr. No.	Name of the Directors/KMPs	Remuneration / Setting fees Received (Rs. In Lacs)	% Increase in the year ended 2023-24	Ratio of remuneration of each Director to median remuneration of employees
1	Mr. Vinod S Jhawar (Chairman & Managing Director)	47.00	Nil	16.78
2	Mr. Mukul V Jhawar (Director)	48.00	Nil	17.14
3	Mr. Mahesh S Jhawar (Director)	Nil	Nil	Nil
4	Mr. Durgesh Kabra (Independent Director)	Nil	Nil	Nil
5	Ms. Ayushi Gilra (Independent Director)	0.10	Nil	0.03
6	Mr. Athul Rungta (Independent Director)	0.10	Nil	0.03
7	Mrs. Deepika Khangarot (CS & Compliance Officer)	1.80	100%	0.64
8	Mr. Lalit V Jhawar (Chief Financial Officer & COO)	30.05	0.16%	10.73

In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, no employee(s) drawing remuneration in excess of limits set out in said rules

forms part of the annual report.

> The median remuneration of employees of the Company during the financial year 2023-24 was ''2.80 lacs.

> In the financial year 2023-24, there was a decrease of 0.05 lacs (1.75%) in the median remuneration of employees.

> During the year under review there were total 22 employees who were on the roll of the Company.

> Total decrease in remunerations paid to Directors during F.Y. 2023-24 is ''1.00 lacs as compared to previous year; whereas Loss after Tax is ''698.16 lakhs as compared to a profit of ''71.73 lakhs in 2022-23.

> Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company (i.e. Remuneration of KMP for the year is ''127.05 lacks as compared to ''127.44 lacks in previous year) the overall total remuneration of the Key Managerial Personnel(s) has been decreased by around ''0.60 lacs lacks in 2023-24; and the company has incurred a loss of ''698.15 lacs compared to Profit after Tax ''71.72 lacs in the previous year.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 are given is Annexed IV to this report.

FOREIGN EXCHANGE:

Inflow and Outflow of Foreign Exchange are given is Annexed V to this report.

RISK MANAGEMNT AND INTERNAL CONTROL:

The Company has the risk management and internal control framework in place commensurate with the size of the Company. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behaviour of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The details of the said Policy are included in the Report on Corporate Governance which forms part of the Annual Report.

During the financial year 2023-24, no cases under this mechanism were reported in the Company and any of its subsidiaries/ associates.

POLICY FOR PREVENTION. PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

As required under the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with rules made thereunder, the Company has constituted an "Internal Complaints Committee" which is responsible for redressal of complaints related to sexual harassment. The necessary disclosure in terms of requirements of Listing Regulations in this regard is given below:

a) Number of complaints filed during the financial year - Nil

b) Number of complaints disposed of during the financial year - Nil

c) Number of complaints pending as on end of financial year - Nil

The company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2023-24, no cases in the nature of sexual harassment were reported at any workplace of the Company. CEO AND CFO CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of Schedule II of the SEBI (LODR) Regulation,2015 declaration about the Code of Conduct is Annexed to this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators or Courts or Tribunals, which would impact the ''going concern'' status of the Company and its future operations. However, members'' attention is drawn to the details about Contingent Liabilities and Commitments appearing in the Notes forming part of the Financial Statements.

MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred during Financial Year 2023-24, till the date of this report.

The management has decided to carry out major structural renovation for its 30 years old factory building and technological advancement and upgradation for its Plant and Equipments installed and located at its Dombivali Unit ("Processing Unit") including installing BOD, COD online meter. However the Weaving Unit of the Company located at Kolhapur will remain in operations.

The management was planning to start the renovations, reformations and upgradation work from April 1st, 2023 after receiving necessary approvals from the local authorities and the Board of Directors in their meeting held on 11.11.2023 considered the matter for closing down the Dombivali factory unit subject to necessary approvals from the concern authorities.

CHANGE IN THE NATURE OF BUSINESS. IF ANY:

There was no change in the nature of business of the Company during the year.

However, the Board meeting held on 28.05.2024, the Board decided to make suitable amendments to the Main Object of the Company by way of deletion of existing 2nd main object of the Company pertaining to Wind mill and replace with Realty activities and to carry out suitable changes to Ancillary objects and deletion of Other objects, subject to other necessary approvals and concerns.

INSURANCE OF ASSETS:

All the fixed assets, finished goods, semi-finished goods, raw material, packing material and goods of the company lying at different locations have been insured against fire and allied risks.

FISTING, OF SHARES:

Equity Shares of your Company are listed on Bombay Stock Exchange and Calcutta Stock Exchanger and the Company has paid the necessary Listing Fees for the Year 2024-25. The Company has executed a New Listing Agreement with the Bombay Stock Exchange pursuant to SEBI (LODR) Regulation 2015.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As the company is not falling under the Top-1000 listed entities, based on market capitalization, as at 31/03/2023, the provisions of regulation 34(2)(f) of the Listing Regulations pertaining to the Business Responsibility and Sustainability Report (BRSR), are not applicable.

SHARE CAPITAL:

The paid-up Equity Share Capital as on March 31, 2024 is Rs. 8,58,11,000/- consisting of 85,81,100 equity shares of Rs.10/- each. During the year under review, the Company has not issued any share with differential voting rights; nor granted stock options nor sweat equity. As on March 31, 2024, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Shares of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

PROCEEDINGS PENDING, UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

ACKNOWLEDGEMENT:

The Board of Directors wishes to express sincere thanks to Bankers, Shareholders, clients, Financial Institutions, customers, suppliers and employees of Companies for extending support during the year.

FOR & ON BEHALF OF THE BOARD

Sd/- Sd/-

Vinod S Jhawar Mukul V Jhawar

(Managing Director) (Whole Time Director)

DIN: 00002903 DIN: 07966851

Place: Mumbai Date: 04.09.2024

Registered Office:

Dhanlaxmi Fabrics Limited L17120MH1992PLC068861 Bhopar Village, Manpada Road,

Dombivli (East), Thane - 421204, Maharashtra H Email: [e-mail] | Website: www.dfl.net.in SContact No. : 091-0251-2870589/ 590/ 591

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Twenty Third Annual Report on the business operations and activities of the Company together with the Audited Accounts for the Financial Year ended 31st March, 2015.

Summarized Financial Results: (Rs. in lacs) Particulars Year ended 31.03.2015 Year ended 31.03.2014

Income from operations 7837.27 6,306.04

Operating Profit 1051.77 1,171.69

Less : Interest 310.33 184.88

Less: Depreciation 488.47 594.29

Profit before tax 252.97 392.52

Less: Provision for tax 127.53 78.54

Profit after tax 125.44 313.98

Add/(Less) Deferred Tax Assets/ (Liabilities) 63.05 (133.40)

Net Profit for the year 188.49 180.58

Operations:

For the financial year ended 31st March, 2015 the Revenue from operation of the Company increased substantially to Rs.7837.27 Lacs as compared to Rs.6306.04 Lacs in Previous Year. The Net Profit of the Company for the year under review is of Rs.188.49 Lacs as compared to previous year Net Profit of Rs.180.58 Lacs.

CONSOLIDATED FINANCIAL RESULTS:

Net Sales of the Company were Rs. 9896.29 lacs as compared to Rs.8282.20 lacs in the previous year. The Net Profit was Rs.220.31 lacs as compared to Rs.204.06 lacs in the previous year.

CONSOLIDATED FINANCIAL STATEMENTS:

The Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2015, prepared in accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements is provided in the Annual Report.

TRANSFER TO RESERVES:

The Company not proposes to carry any amount to the General Reserves of the Company for the financial year 31stMarch, 2015 as per audited standalone financial statements.

SUBSIDIARY COMPANIES:

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing Salient features of the Financial Statements of the subsidiary companies in Form AOC-1 is Annexed –I in this Board's Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements together with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchange in India, is presented in a separate section forming part of the Annual Report.

STATE OF AFFAIRS OF THE COMPANY:

In textile segment the company is having fabric process house and yarn dyeing unit at Dombivli district Thane and weaving unit at Ichalkaranji district Kolhapur. Fabric process house is fully equip with latest machinery to bleach, dye, print& finish all type of textile fabric. Yarn dyeing unit is also fully equip to bleach & dye the yarn required for fancy fabric. Weaving unit is consisting of 36 air jet looms equip to produce 36 lacs mtr per year.

In power segment the company has installed Wind turbine of 1.25 MW in Dhule Maharashtra and 2.00 MW in Nettur Tamilnadu.

FUTURE OUTLOOK:

Now a days the Readymade garments and online shopping trends is increasing in India due to this the demand of designer fancy fabrics will substantially increase your company is ready to take advantage of this increase demand of fancy fabric with the help of its weaving unit installed in Sep- 2013 and capable to produce all type of grey fancy fabrics which can be process at its most modern process house.

Your Directors are hopeful for better future

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company or any of its subsidiaries during the year.

NUMBER OF MEETINGS OF THE BOARD:

The Board met 4 times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

DIVIDEND

With a view for the expansion plans, the Board does not recommend any dividend for the year 2014-2015.

DIRECTORS

1. In accordance with the provisions of the Companies Act,2013 read with cl. 49 of the Listing Agreement Mr. Mahesh Jhawar– Non Executive Directors of the Company is liable to retire at Annual General Meeting and offered himself for re-appointment.

2. Shri Mihir Mehta resigned on 20th September,2014.

3. Smt. Jayashree Iyer was appointed as director of the company on 20th September,2014.

PERFORMANCE OF THE BOARD AND COMMITTEES:

During the year under review, the performance of the Board & Committees and Individual Director(s) based on the below parameters was satisfactory:

(i) Most of the Directors attended the Board meeting;

(ii) The remunerations paid to executive Directors are strictly as per the company and industry policy.

(iii) The Independent Directors only received sitting fees.

(iv) The Independent Directors contributed a lot in the Board and committee deliberation and business and operation of the company and subsidiaries based on their experience and knowledge and Independent views.

(v) The Credit Policy, Loan Policy and compliances were reviewed periodically;

(vi) Risk Management Policy was implemented at all critical levels and monitored by the Internal Audit team who places report with the Board and Audit committee.

MEETING OF INDEPENDENT DIRECTORS:

Pursuant of the provision of Section 149 (8) of the Companies Act, 2013 read with Schedule IV and Clause 49 of the Listing Agreement, the Independent Directors of the Company , reviewed the performance of Non- independent directors and the Board as a whole including the Chairperson of the Company, views expressed by the executive directors and non-executive directors at various level, and quantified the quality, quantity and timeliness of flow of information between the Company, management and the Board and expressed satisfaction.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on 31stMarch, 2015, the Board consists of 6 members. Out of which one is the Managing Director, one is Chairman of the Company Three are non Executive Director of the company and one is the women director of the company.

The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted by the Board and are stated in this Board report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

FIXED DEPOSIT

As on 31st March, 2015 the Company held no deposit in any form, from anyone. There was no deposit held by the Company as on 31st March, 2015 which was overdue or unclaimed by the depositors. For the present the Board of Directors have resolved not to accept any deposits from public, shareholders and others.

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration and Stakeholders Relationship Committee under the Chairmanship of the Independent Director Mr. N. C. Sharma, Mr. Durgesh Kabra , Mr. Ramautar S. Jhawar.

The Gist of the Policy of the said committee:

For Appointment of Independent Director (ID):

a. Any person who is between the age of 25 years and below 75 years eligible to become Independent Director(ID);

b. He has to fulfill the requirements as per section 149 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement;

c. Adhere to the code of conduct as per Schedule IV to the Companies Act, 2013;

d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Trading policy of the Company;

e. Independent Director should have adequate knowledge and reasonably able to contribute to the growth of the Company and stakeholders;

f. Independent Director should be able to devote time for the Board and other meetings of the company;

g. Entitled for sitting fees and Reasonable conveyance to attend the meetings; and

h. Able to review the policy, participate in the meeting with all the stakeholders of the company at the Annual General Meeting.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the 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 disclosures.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to Board. M/s. Biyani Kabra & Associates – Chartered Accountants is the internal Auditor of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the Section 134(3)(c) and Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm:

(i) That in the preparation of the accounts for the financial year ended 31stMarch, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

(iii) 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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31stMarch 2015 on a 'going concern' basis.

(v) The internal financial controls laid and have been followed by the company and that such controls are adequate and are operating effectively. Such controls means controls and policies and procedures adopted and adherence by the company for orderly and efficient conduct of the business for safeguarding assets, prevention and detection of frauds and errors and maintenance of accounting records and timely preparation of financial statements and review its efficiency.

(vi) 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.

INDEPENDENT DIRECTORS DECLARATION:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not related to promoters or directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have /had no pecuniary relationship with company, its holding, subsidiary or associate company , or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Director has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives—

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of—

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent. or more of the gross turnover of such firm;

(iii) Holds together with his relatives two percent. or more of the total voting power of the company; or

(iv) is a Chief Executive or Director, by whatever name called, of any nonprofit organization that receives twenty-five percent. or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two percent. or more of the total voting power of the company;

6. Independent Director possesses such qualifications as may be directed by the Board.

The Company & the Independent Directors shall abide by the provisions specified in Schedule IV of the Companies Act, 2013.

BOARD EVALUATION :

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors should be done by the entire Board of Directors, excluded the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

AUDITORS

At the Annual General Meeting held on September 20, 2014 M/s. S.G. Kabra & Co. Chartered Accountants, were appointed as auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017.

In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. S. G. Kabra & Co. Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders.

In this regard, the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

AUDITORS REPORT

The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self-explanatory and do not call for any comments under section 134 of the companies Act, 2013.

COST AUDIT

The central govt. has not prescribed the maintenance of Cost records under section 148 of the Companies Act 2013 for the year ended 31st March 2015

SECRETARIAL AUDIT REPORT

M/s. Ramesh Chandra Mishra & Associates, Company Secretary in Practice was appointed to conduct the Secretarial Audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for F. Y. 2014-15 is Annexed-II to this Board's Report. The Board has re-appointed M/s. Ramesh Chandra Mishra & Associates, Company Secretary in Practice, as Secretarial Auditor of the Company for the financial year 2015-16.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy (FRM) to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the

Audit Committee and the Board.

The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

RELATED PARTY TRANSACTIONS/CONTRACTS:

Pursuant to the Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contract or arrangement entered into by the Company with related parties referred to in Section 188(1) in Form AOC-2 is Annexed-III to this Board's Report.

The details of such related party transactions are available in the Notes to the Standalone financial statements section of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

EXTRACT OF ANNUAL RETURNS

Pursuant to the Section 134(3)(a) of the Companies Act, 2013, the details forming part of the extract of the Annual Return is Form MGT-9 is Annexed-IV in the report

INSURANCE OF ASSETS

All the fixed assets, finished goods, semi-finished goods, raw material, packing material and goods of the Company lying at different locations have been insured against fire and allied risks.

BANK AND FINANCIAL INSTITUTIONS

Directors are thankful to their bankers for their continued support to the company.

EMPLOYER/EMPLOYEE RELATIONS

The relationship with the workers of the Company's manufacturing units and other staff has continued to be cordial. The Directors wish to put on record their sincere appreciation and gratitude for the services rendered by the workers and staff at all levels.

HUMAN RESOURCES MANAGEMENT:

We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the Company. The relationship with the workers of the Company's manufacturing units and other staff has continued to be cordial.

To ensure good human resources management at the company, we focus on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs.

As per provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is Annexed-V to this Board's report.

In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee(s) drawing remuneration in excess of limits set out in said rules forms part of the annual report.

Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during business hours from 11 a.m to 5 p.m on working days of the Company up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a Certificate from M/s. Ramesh Chandra Mishra & Associates, regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchange forms part of this Report and Annexed-VI to this Board's Report.

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

Particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 are given is Annexed-VII to this report.

Disclosure under the Sexual Harsament of women at work place (Prevention, Prohibition and Redressal Act, 2013.) The Company has appointed health and safety committee for the above purpose.

RISK MANAGEMENT POLICY

The company has developed Risk Management Policy mainly covering the following areas of concerns

1. License and policy of respective government all over the world in connection with export of goods and matter in connection with textiles and fabrics.

2. Mandatory compliance safeguards in accordance with Factories Act, 1948 and other applicable laws and Acts &certification of manufacturing factory located at Dombivali and Ichalkaranji.

3. Adequate policy in connection with foreign exchange management fluctuations thereof duly placed before the Board

Acknowledgements

The Directors place on record their appreciation for co-operation and support extended by the Government, Banks, Shareholders, and customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

For and on behalf of the Board of Directors Place : Mumbai

Date : 27th May, 2015 Sd/-

Ramautar S. Jhawar Chairman

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Twenty Second Annual Report on the business operations and activities of the Company together with the Audited Accounts for the Financial Year ended 31st March, 2014.

Summarized Financial Results:

(Rs. in lacs) Particulars Year ended Year ended 31.03.2014 31.03.2013

Income from operations 6,306.04 5,708.45

Operating Profit 1,171.69 701.70

Less : Interest 184.88 53.91

Less: Depreciation 594.29 476.03

Profit before tax 392.52 171.76

Less: Provision for tax 78.54 166.36

Profit after tax 313.98 5.40

Add. Deferred Tax Assets/(Liabilities) (133.40) 113.66

Net Profit for the year 180.58 119.06

Add: Balance brought forward 1,693.71 1,574.65

Balance carried to balance sheet 1,874.29 1,693.71

Operations:

For the financial year ended 31st March, 2014 the Revenue from operation of the Company increased substantially to Rs.6,306.04 Lacs as compared to Rs.5,708.45 Lacs in Previous Year. The Net Profit of the Company for the year under review is of Rs.180.58 Lacs as compared to previous year Net Profit of Rs.119.06 Lacs.

Future Outlook

The Future of Indian Textile Industry is looking really bright. Your Directors are please to inform you that to go ahead with backward integration of production facilities a weaving Plant consisting of 36 Air Jet Looms has installated at Ichalkaranji Maharashtra. This Plant has commence its production from last week of September 2013.This plant will boost the ready fabric sales of your Company with brand name of " Dhanlaxmi Fabrics" in local as well as export market.

Dividend

With a view for the expansion plans, the Board does not recommend any dividend for the year 2013-2014.

Directors

In accordance with the provisions of the Companies Act, 2013 read with cl. 49 of the Listing Agreement Mr. N.C. Sharma, Mr. Durgesh Kabra and Mrs. Jayshree Iyer Directors of the Company are to be appointed at Annual General Meeting for a period of five years starting from 20th September, 2014

The Company under section 160 received requisition from shareholders proposing their name as Indepdnendt Director of the company. Your Directors recommend their re-appointment.

Brief profile of the Director''s proposed to be re-appointed is annexed to the Notice of the ensuring Annual General Meeting.

Mr. Vinod S. jhawar appointed as Managing Director of the Company and his term comes to an end on 31st October 2015 However, considering his contribution to the company, the Nomination & Remuneration Committee held on 30th May 2014 recommended his appointment for a term of three years stating from 1st April, 2014.

Directors Responsibility Statement

Pursuant to the requirement under section 134 of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(iii) 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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis;

(v) That the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively;

(vi) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

INSURANCE OF ASSETS

All the fixed assets, finished goods, semi-finished goods, raw material, packing material and goods of the company lying at different locations have been insured against fire and allied risks.

BANK AND FINANCIAL INSTITUTIONS

Directors are thankful to their bankers for their continued support to the company.

EMPLOYER/EMPLOYEE RELATIONS

The relationship with the workers of the Company''s manufacturing units and other staff has continued to be cordial. The Directors wish to put on record their sincere appreciation and gratitude for the services rendered by the workers and staff at all levels.

HUMAN RESOURCES

We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the company.

PERSONNEL

The Company has not paid any remuneration attracting the provisions (Particulars of Employees) Rules, 1975 read along with section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

Auditors

The retiring Auditors M/s .S. G. Kabra & Co., Chartered Accountants, Mumbai, have been re-appointed to hold office till the conclusion of the 25th Annual General Meeting. They have furnished a certificate to the effect that the proposed re-appointment, is in accordance with the limits specified under section 224(1)(B) of the Companies Act, 1956.

Auditors Report

The Auditors have not made any qualification to the financial statement, in their reports or relevant notes on accounts, which are self explanatory and do not call for any comments under section 217(3) of the Companies Act, 1956.

Cost Audit

As per the requirement of order issued by the Central Government, pursuant to Section 233B of the Companies Act, 1956, the Company has appointed Mr. Dilip M. Bathija, Cost Accountant, as Cost Auditor to audit the cost accounts of the Company for the financial year ending 31st March 2014.

Cost Audit Report for the financial year ending 31st March 2013 was filled in time i.e on 20th September 2013.

Fixed Deposit

As on 31st March, 2014 the Company held no deposit in any form, from anyone. There was no deposit held by the Company as on 31st March, 2014 which was overdue or unclaimed by the depositors. For the present the Broad of Directors have resolved not to accept any deposits from public, shareholders and others.

Corporate Governance

A Report on Corporate Governance together with a Management Discussion and Analysis report along with a Certificate from Mr. Ramesh Chandra Mishra, Company Secretary in practice, regarding compliance of requirements of Corporate Governance pursuant to clause 49 of the Listing Agreement with the Stock Exchange are annexed hereto.

Particulars As Per Section 217 (2A) Of Companies Act, 1956:

During the year under review, none of the employees of the Company was in receipt of remuneration aggregating Rs. 60,00,000/- or more per annum, if employed throughout the year, or Rs. 5,00,000/- or more per month, in case employed for part of the year. Hence, there are no particulars to be annexed to this report as required under section 217 (2A) of the Companies Act, 1956 and the rules made there under.

Subsidiaries

The Balance Sheet as at 31st March, 2014 and the Statement of Profit & Loss for the year ended on that date along with the Directors'' and Auditors'' Report and Statement pursuant to the relevant sections of the Companies Act relating to Western Chlorides & Chemicals Pvt. Ltd., Dhanesh Fabrics Pvt. Ltd.,DFL Fabrics Pvt. Ltd. Subsidiaries of the Company are attached to this report and shall be treated as forming part of the report.

EXTRACT OF ANNUAL RETURNS

1. The Paid up capital of the Company: Rs. 8,58,11,000 consisting of 85,81,100 equity shares of face value of Rs.10/- each.

2. The Board of Directors of the Company consists of 6 Directors. Out of which 3 Promoter directors namely Mr. Ramautar S. Jhawar, Mr. Vinod S. Jhawar and Mr. Mahesh S. Jhawar; and Mr. N. C. Sharma,Mr Mihir Mehta and Mr. Durgesh Kabra are three Independent Directors.

3. The secured debt of the company is of Rs 1966.95 Lacs which is secured by way of first charge over the entire Fixed assets of the company both present and future created out of the term loan and personal guarantee of three directors along with corporate gurantee of M/s Western Chlorides & Chemicals Private Limited, subsidiary of the company

4. The Promoters holding is consists of 61,34,936 equity shares of Rs.6,13,49,360/- amounting to 71.49%

5. There was no un-paid dividend during the year

Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo

Particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 are given in Annexure-1 to this report.

RISK MANAGEMENT POLICY

The company has developed Risk Management Policy mainly covering the following areas of concerns

1. License and policy of respective government all over the world in connection with export of goods and matter in connection with textiles and fabrics.

2. Mandatory compliance safeguards in accordance with Factories Act, 1948 and other applicable laws and Acts & certification of manufacturing factory located at Dombivli and Ichalkaranji.

3. Adequate policy in connection with foreign exchange management fluctuations thereof duly placed before the Board.

INDEPENDENT DIRECTORS DECLARATIONS

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate Company;

2. They are not related to promoters or directors in the Company, its holding, subsidiary or associate Company.

3. The independent Directors have /had no pecuniary relationship with Company, its holding, subsidiary or associate Company , or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Director has or had pecuniary relationship or transaction with the Company, its holding, subsidiary or associate Company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives—

(i) holds or has held the position of a key managerial personnel or is or has been employee of the Company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of—

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent. or more of the gross turnover of such firm;

(iii) Holds together with his relatives two per cent or more of the total voting power of the company; or

(iv) is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

1. Independent director possesses such qualifications as may be directed by the Board.

2. The Company & the Independent Directors shall abide by the provisions specified in schedule IV of the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration and Stakeholders Relationship Committee consisting of Two (2) of Independent Directors Mr. N. C. Sharma and Mr. Durgesh Kabra. Mr. N. C. Sharma being the Chairman of the Committee.

The Gist of the Policy of the said committee:

1. For Appointment of Independent Director (ID):

a. Any person who is between the age of 25 years and below 75 years eligible to become ID;

b. He has to fulfill the requirements as per section 149 of the Companies Act, 1956 read with cl. 49 of the Listing Agreement;

c. Adhere to the code of conduct as per Schedule IV to the Companies Act, 2013;

d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Trading policy of the Company;

e. ID should have adequate knowledge and reasonably able to contribute to the growth of the Company and stakeholders;

f. ID should be able to devote time for the Board and other meetings of the company;

g. Entitled for sitting fees and Reasonable conveyance to attend the meetings; and

h. Able to review the policy, participate in the meeting with all the stakeholders of the company at the Annual Meeting.

PERFORMANCE OF THE BOARD AND COMMITTEE:

During the year under review, the performance of the Board & Committee and Individual Director(s) based on the below parameters satisfactory:

1. Most of the Directors attended the Board meeting;

2. The remunerations paid to executive Directors strictly as per the company and industry policy. The Independent Directors only received sitting fees.

3. The Independent Directors contributed a lot based on their experience and knowledge and Independent views.

4. The Credit Policy, Loan Policy and compliances were reviewed;

5. Implementation of Risk Management Policy Details Relating To Loans and Investments

Details relating to section 186 of the Companies Act, 2013 with regards to loans & investment made by the company are given in detail in the Auditor''s Report and the annexures thereto.

Related Party Transactions

Details of related party transactions as per section 188 of the Companies Act, 2013 are given in the Auditor''s report and annexures thereto.

Acknowledgements

The Directors place on record their appreciation for co-operation and support extended by the Government, Banks, Shareholders, and Customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

For and on behalf of the Boar Place: Mumbai Ramautar S. Jhawar Date: 30th May 2014 Chairman

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Mar 31, 2012

The Directors have pleasure in presenting their twentieth Annual Report on the business operations and activities of the Company together with the audited accounts for the Financial year ended 31st March 2012.

Summarised Financial Results:

(Rs.in lacs)

Particulars Year ended Year ended 31.3.2012 31.3.2011

Income from operations 4522.22 5103.77

Operating Profit 573.41 773.64

Less: Interest 75.16 108.56

Less: Depreciation 478.06 466.57

Profit before tax 20.19 198.51

Less: Provision for tax 76.73 123.61

(56.54) 74.90

Profit after tax 0.00 0.00

Add: Deferred tax Assests 72.26 63.48

Add: Income Tax for earlier year 0.16 4.56

Net Profit for the year 15.88 142.94

Add: Balance brought forward 1558.78 1415.84

Balance carried to balance sheet 1574.66 1558.78

Operations:

For the financial year ended 31st March 2012 the Revenue from operation of the Company decreased marginally to Rs 4522..22 Lacs as compared to Rs.5103.77 Lacs in Previous Year. The Net Profit of the Company for the year under review is of Rs. 15.88 Lacs as compared to previous year Net Profit of Rs. 142.94 Lacs.

Future Outlook

The Future of Indian Textile Industry is looking really bright. Your Directors are planning to boost the Ready Fabric sales of your Company with a Brand Name of "Dhanlaxmi fabrics" in local as well as export market. Steps has already been taken to strengthen the Marketing cell. The Export of Ready Fabrics worth Rs.63.27 lacs has already been done in the year under review.

Dividend

With a view to conserve resources the Board does not recommend any dividend for the year 2011-2012.

Directors

In accordance with the provisions of the Companies Act 1956 and the Articles Of Association of the Company, Shri Mahesh S. Jhawar and Shri Mihir Mehta - Directors of the Company are liable to retire by rotation and being eligible offer themselves for re-appointment at Annual General Meeting. Your Directors recommend their re-appointment.

Brief profile of the Director's proposed to be re-appointed is annexed to the Notice of the ensuring Annual General Meeting.

Directors Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(iii) 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;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2012 on a 'going concern' basis.

Auditors

The retiring Auditors M/s .S. G. Kabra & Co., Chartered Accountants, Mumbai, have been appointed to hold office till the conclusion of the next Annual General Meeting. They have furnished a certificate to the effect that the proposed re-appointment, is in accordance with the limits specified U/s. 224(1 B) of the Companies Act, 1956.

Auditors Report

The Auditors have not made any qualification to the financial statement, in their reports or relevant notes on accounts, which are self explanatory and do not call for any comments under section 217 (3) of the Companies Act, 1956.

Fixed Deposit

As on 31.03.2012 the Company held no deposit in any form from anyone. There was no deposit held by the Company as on 31.03.2012 which was overdue or unclaimed by the depositors. For the present the broad of directors have resolved not to accept any deposits from public, shareholders and others.

Coprporate Governance

A Report on Corporate Governance together with a Management Discussion and Analysis report along with a Certificate from Mr.Ramesh Chandra Mishra, Company Secretary in practice, regarding compliance of requirements of Corporate Governance pursuant to clause 49 of the Listing Agreement with the Stock Exchange are annexed hereto.

Particulars As Per Section 217 (2a) Of Companies Act, 1956:

During the year under review, none of the employees of the Company was in receipt of remuneration aggregating Rs. 24,00,000/- or more per annum, if employed throughout the year, or Rs. 2,00,000/- or more per month, in case employed for part of the year. Hence, there are no particulars to be annexed to this report as required under section 217 (2A) of the Companies Act, 1956 and the rules made there under.

Subsidiaries

The Balance Sheet as at 31st March, 2012 and the Statement of Profit & Loss for the year ended on that date along with the Directors' and Auditors' Report and Statement Pursuant to Section 212 of the Companies Act, 1956 relating to Western Chlorides & Chemicals Pvt. Ltd., Dhanesh Fabrics Pvt. Ltd.,DLF Fabrics Private Limited Subsidiaries of the Company are attached to this report and shall be treated as forming part of the report.

Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo

Particulars as require under Section 217 (1)(e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 are given in Annexure-1 to this report.

Acknowledgements

The Directors place on record their appreciation for co-operation and support extended by the Government, Banks, Shareholders, and customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year

For and on behalf of the Board

Place: Mumbai

Date: 30th May 2012 Ramautar S. Jhawar

Chairman

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Mar 31, 2010

The Directors have pleasure in presenting their Eighteenth Annual Report on the business operations and activities of the Company together with the audited accounts for the Financial year ended on 31st March, 2010.

FINANCIAL RESULTS: (Rs- ln Lacs)

Particulars Year ended Year ended 31st March 2010 31st March 2009

Income from Operations 4847.70 4704.17

Operating Profit 644.18 741.20

Less : Interest 110.36 121.41

Less : Depreciation 479.75 420.83

Less : Loss in currency Swap 0.00 32.00

Transaction ________ ________

Profit before Tax 54.07 166.96

Less : Provision for Tax 8.35 18.92

Less : Provision for FBT 0.00 1.51

Profit after Tax 45.72 146.53

Less : Deferred Tax Liability 8.89 71.12

Less: Income Tax for Earlier year 0.00 2.05

Add : MAT Credit Entitlement 27.10 0.00

Net Profit for the year 63.93 73.36

Add: Balance brought forward 1351.91 1278.55

Balance Carried to Balance Sheet 1415.84 1351.91

OPERATIONS :

For the financial year ended 31st March 2010 the Sales & Other Income of the Company inreased marginally to Rs. 4847.70 Lacs as compared to Rs.4704.17 Lacs in Previous Year. The Net Profit of the Company for the year under review is of Rs. 63.93 Lacs which is lower than the previ- ous year Net Profit of Rs. 73.36 Lacs.

FUTURE OUTLOOK :

The Future is looking very bright as far Indian Textile Industry is con- cerned. There has been good and consistent demand for the Garments which are manufactured in India. However, there has been stiff compe- tition from the unorganized sector and invasion of Chinese textile prod- ucts pose a real time threat to grow capabilities of the organized sector including your Company.

DIVIDEND :

With a view to conserve resources the Board does not recommend any dividend for the year 2009-2010.

DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Ramautar S. Jhawar, and Shri N. C. Sharma Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing An- nual General Meeting.Your Directors recommend their re-appointment

Breif profile of the Directors proposed to be re-appointed is annexed to the Notice of the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Section 217, (2AA) of the Companies Act,1956, your Direc- tors confirm the following :

- In the preparation of the annual accounts, the applicable stan- dards have been followed.

- that the Directors have selected such accounting policies and ap- plied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31s1 March, 2010 and of the Profit of the Company for that period.

that the Directors have 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.

- that the Annual accounts for the year ended 31st March, 2010 have been prepared on a going concern basis.

AUDITORS :

M/s. S. G. Kabra & Co., Chartered Accountants, the Statutory Auditors of the Company retires at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The members are requested to appoint the Auditors and authorise the Board to fix their remuneration.

AUDITORS REPORT:

The observations made by the Auditors of the Company in their report read with relevant notes as given in the Notes to the Accounts for the year ended 31st March 2010, are self-explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

FIXED DEPOSITS :

During the year under review, the Company has not accepted or re- newed any deposits within the meaning of Section 58A of the Compa- nies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 and rules made there under.

CORPORATE GOVERNANCE:

A Report on Corporate Governance together with a Management Dis- cussion and Analysis report along with a Certificate from M/s. Ramesh Chandra Mishra, Company Secretary in practice, regarding compli- ance of requirements of Corporate Governance pursuant to clause 49 of the Listing Agreement with the Stock Exchange are annexed hereto.

PARTICULARS AS PER SECTION 217 (2A) OF COMPANIES ACT, 1956:

During the year under review, none of the employees of the Company was in receipt of remuneration aggregating Rs. 24,00,000/- or more per annum, if employed throughout the year, or Rs. 2,00,000/- or more per month, in case employed for part of the year. Hence, there are no particulars to be annexed to this report as required under section 217(2A) of the Companies Act, 1956 and the rules made there under.

SUBSIDIARIES :

The Balance Sheet as at 31st March, 2010 and the Profit & Loss Ac- count for the year ended on that date along with the Directors and Auditors Reports and Statement Pursuant to Section 212 of the Com- panies Act, 1956 relating to Western Chlorides & Chemicals Pvt. Ltd.. Dhanesh Fabrics Pvt. Ltd. and DFL Fabrics Pvt. Ltd. subsidiaries of the Compar / are attached to this report and shall be treated as form- ing part of t ? report.

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

Particulars as required under section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules,1988 are given in the Annexure-I to this report.

ACKNOWLEDGEMENTS:

The Directors express their grateful appriciation for the support and co-operation received from Banks, Government Authorities, Customers, Vendors and Members during the year under review. The Directors wish to place on record their deep sense of appriciation for the committed services of the Executives, Staff and Workers of the Company.

Place: Mumbai For and on behalf of the Board

Date : 13th August, 2010 Ramautar S. Jhawar

Chairman