Dhanlaxmi Fabrics Ltd Directors Report

To the

Dear Members of

Dhanlaxmi Fabrics Limited

L17120MH1992PLC068861 Mumbai

Your Directors have pleasure in presenting their 31^st Annual Report on the business operations and activities of the Company together with the Audited Accounts for the Financial Year ended 31^st March, 2023.

FINANCIAL RESULTS:

Summary of the Companys financial performance for F.Y. 2022-23 as compared with the previous financial year is given below:

Particulars	F.Y. 2022-2023		F.Y. 2021-2022
	Standalone	Consolidated	Standalone	Consolidated
Revenue from Operation	7837.06	8469.32	6569.87	7054.67
Revenue from other Income	49.84	75.53	29.39	47.28
Total Revenue	7886.90	8544.85	6599.26	7101.95
Profit before Dep. & Int.	515.16	534.94	418.48	447.44
Depreciation	298.84	306.47	304.88	313.68
Interest	102.12	119.65	87.43	87.43
Profit after Depreciation & Interest and before Tax	114.19	108.81	26.16	46.32
Exceptional Items	(18.27)	(43.28)	48.13	44.24
Profit after Exceptional Items	95.93	65.53	74.29	90.57
Provision for Taxation	64.71	69.82	60.17	69.17
Provision for Tax (deferred)	(40.52)	(40.72)	(39.93)	(40.19)
Provision for Taxation for earlier year	-	(0.48)	-	(0.04)
Profit/Loss after Tax	71.73	36.93	54.06	61.62

HIGHLIGHTS:

Your Companys main activity is centred 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 Companys the total revenue generation from the current year and profit for the year of the Company has been moved upwards. The Companys working and activities has been normalised and has taken up pace in F.Y. 2022-23 and Company has managed to increase it standalone activity by more than 19% as compare to its previous year. The increased revenue generation led to increase in net profit for the year of ‘71.73 lacs as compare to previous years profit of 54.06 lacs which is more than 32% in comparison to previous year.

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.

DIVIDEND:

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

AMOUNT TO BE TRANSFERRED TO RESERVES:

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

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

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

DEPOSITS:

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

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.

Mr. Purshottam Randad has resigned from the post of Chief Financial Officer of the Company w.e.f. 30^th May, 2022 owing to personal and other professional pre-occupancies. The Board designated Mr. Lalit Vinod Jhawar as a Chief Financial Officer of the Company based on recommendation of N&R and Audit Committee w.e.f 03^rd August, 2022.

Mr. Vishnu Thaker, the Company Secretary and Compliance Officer have resigned from his post w.e.f. 5^th July, 2022 for better opportunity and prospects.

The Board had appointed Mrs. Preeti Gupta was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 21^st September, 2022 in place of Mr. Vishnu Thaker and Mrs. Preeti Gupta has resigned from the same w.e.f. 31^st January, 2023 due to personal reasons. Upon such vacancy 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 w.e.f. 31^st March, 2023.

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, 2023 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, 2023 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 Companys Code of Business Conduct & Ethics.

POLICIES ON DIRECTORS APPOINTMENT AND REMUNERATION:

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

EVALUATION OF BOARD OF DIRECTORS:

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

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

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

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

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

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

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

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

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

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

MEETING OF INDEPENDENT DIRECTORS:

The meeting of Independent Directors was scheduled on 25^th March, 2023. 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) has been 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 32^nd Annual General Meeting of the Company. The MCA vide its notification dated 7 May 2018 has amended Companies (Audit and Auditors) Rules 2014 by Companies (Audit and Auditors) Amendment Rules 2018, which dispense the requirement of members approval for ratification of appointment of Auditors at every Annual General Meeting. Keeping the same in mind no such agenda item is included in notice for the 31st Annual General Meeting.

AUDITORS REPORT:

Observations made in the Auditors 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 Companys 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 2023-24 and their appointment has been recommended to the members for ratification/re-appointment at item no.3 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. Pankaj Trivedi & Co., Company Secretary in practice, for conducting Secretarial Audit for F.Y. 2022-23 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. Pankaj Trivedi & Co., Practicing, Company Secretary, in his independent Audit Report for Financial year 2022-23 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:

These physical shares are held in the name of Jamnadevi Jhawar Family Trust and Trust in no longer in existence, the Company has been following up with the RTA for demat of these shares and RTA has furnished the detailed procedure and documents work for execution, which the company is in process to complete and execute from the other trustees of the trust then and therefore the dematerialisation is getting delayed.

The delay in filing of form DIR-12 for resignation of ex Company Secretary Ms. Preeti Gupta was only due to technical glitches faced by the everyone in various ways in filing of various form at launch of V3 portal. The new system was not allowing generating the form for filing with an error that the PAN/DIN mentioned is not associated with the Company in selected designation. The Company has caused rising of many tickets, did emails and called on MCA helplines to resolved this error and it took more than 3 months to MCA to resolve this error and as a result form filing got delayed.

Upon application made to the exchange seeking reclassification of some promoters under Regulation 31A of the listing regulation, the Exchange had raised few queries on the application made which was suitably answered by the Company. The exchange had rejected the application made without furnishing reason for the rejection of the application inspite of giving suitable justifications by the Company. The Company has asked many times to the exchange for reason of rejection of an application, upon that the status of application was then changed to the application under process and again was changed to rejected after sometime. The Company had asked again many times to the exchange for reason of rejection but no reply was received from the exchange. The Company will update the exchange once reason of rejection will be communicated.

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 Boards 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, JOINT VENTURE OR ASSOCIATE COMPANIES:

There is no such Company which is ceased to be Subsidiary, Joint Venture or Associate Company of the Company during the year under review.

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 companys 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 not conducted any Postal Ballot during F.Y. 2022-23.

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees: 1 Audit Committee 2. Nomination and Remuneration Committee

3. Stakeholders 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 Companys website www.dfl.net.in.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not granted any loans, or 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 2022-23	Ratio of remuneration of each Director to median remuneration of employees
1 Mr. Vinod S Jhawar
	48.00	10.35%	16.84
(Chairman & Managing Director)
2 Mr. Mukul V Jhawar
	48.00	23.07%	16.85
(Director)
3 Mr. Mahesh S Jhawar
	Nil	Nil	Nil
(Director)
4 Mr. Durgesh Kabra
	0.40	267%	0.14
(Independent Director)
5 Ms. Ayushi Gilra
	0.20	100%	0.07
(Independent Director)
6 Mr. Athul Rungta
	0.30	Nil	0.11
(Independent Director)
7 Mrs. Preeti Gupta
	0.76	N.A.	0.27
(CS & Compliance Officer)
8 Mr. Lalit V Jhawar
	30.00	6.38%	10.53
(Chief Financial Officer & COO)

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 2022-23 was ‘2.85 lacs.

In the financial year 2022-23, there was a decrease of 1.59 lacs (55.79%) in the median remuneration of employees. During the year under review there were total 74 employees who were on the roll of the Company. Total increase in remunerations paid to Directors during F.Y. 2022-23 is 13.50 lacs as compared to previous year; whereas Profit after Tax is ‘71.73 lakhs as compared to a profit of 54.06 lakhs in 2021-22. Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company (i.e. Remuneration of KMP for the year is 127.44 lacks as compared to 116.62 lacks in previous year) the overall total remuneration of the Key Managerial Personnel(s) has been hiked by around 10.82 lacs lacks in 2022-23; whereas Profit after Tax has been increase by around 17.67 lacs.

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 2022-23, 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 2022-23, 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 2022-23, 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 is planning to start the renovations, reformations and upgradation work from April 1st, 2023 after receiving necessary approvals from the local authorities and will close down the Dombivali factory unit for 6-8 months till the completion of renovation and upgradation work and process.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

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

INSURANCE OF ASSETS:

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

LISTING OF SHARES:

Equity Shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing Fees for the Year 2023-24. 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, 2023 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, 2023, 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.