Dhanalaxmi Roto Spinners Ltd Directors Report

To The Members,

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 Companys financial results for the year under review along with previous years 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 Companys 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 Companys 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 Auditors 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.

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 arms 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:

Companys 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 companys 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 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 todays 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 Companys 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 companys 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 Harass- ment 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 manage- ment, 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 managements 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 companys 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 companys 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 companys 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 Companys 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 Disclo- sure 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 Meetings held	No. of Meetings 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 Compa- nies 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 Meetings held	No. of Meetings 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-govern- ment 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	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
x) 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 Companys 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 Companys 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. COMPANYS 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 Companys 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:

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 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 non- independent 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 companys governance practices

• Ensuring a transparent board nomination process with the diversity of experience, knowledge, perspective in the Board.

• Ensuring the integrity of the companys 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 co- mpared 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	-	1.22*
Pooja Gadhia, Company Secretary	5,85,000	5,84,900	-	NA

* 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.

(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: ^*

Name	Designation	Remuneration	Nature of Employ- ment	Qualifi- cation and Experience	Date of Commen- cement 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

*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

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	ANIRUDH INANI
Date : 03/06/2024	Managing Director cum CFO (DIN: 00525403)	Whole Time Director (DIN: 02253588)