Dhanlaxmi Cotex Ltd. - Annual Report 2020

DHANLAXMI COTEX LIMITED

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CIN: L51100MH1987PLC042280 34[th] Annual Report 2019-2020


**DHANLAXMI COTEX LIMITED** 

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## **34[th] ANNUAL REPORT** 

**Board of Directors & KMP** 

## **Registered & Administrative Office** 

**Bankers** 

Shri Mahesh Jhawar (Whole Time Director w.e.f 14-11-2019) Mr. Rahul Jhawar (Non-Executive Director w.e.f 09-08-2019) Mr. Laxmi Mahesh Jhawar (Non-Executive Director w.e.f 14.11.2019) Mr. Natwar Nagarmal Agarwal (Independent Director appointed w.e.f 09-07-2018) Mrs. Niyati Ketan Shah (Independent Director appointed w.e.f 09.08.2019) Mr. Arpit Tibrewala (Independent Director appointed w.e.f 07.02.2020 Mr. Ganesh Jagdishprasad Singh (Chief Financial Officer w.e.f 14.11.2019) Ms. Khyati Namrut Modi (Company Secretary w.e.f 28.05.2020) 

285, Princess Street, 2nd Floor, Chaturbhuj Jivandas House, Mumbai - 400 002. 

## **HDFC Bank Ltd.** 

**Auditors** 

## **M/s. R.Soni & Co.** 

Chartered Accountants 1509, Ghanshyam Enclave, New Link Road, Near Lalji Pada Police Chowki, Kandivali (West), Mumbai - 400 067 

**Registrar and Share Transfer Agents Bigshare Services Pvt. Ltd.** 

1st Floor, Bharat tin works building, opp. vasant oasis, makwana road, Marol, Andheri East, Mumbai 400059, Maharashtra 

## **Listing on Stock Exchange** 

Bombay Stock Exchange Ltd. 

|**Contents**|**Page No.**|
|---|---|
|Notice|1|
|Notes to the Notice|2|
|Instructions for Voting|3|
|ExplanatoryStatement to the Notice|5|
|Details of the Directors seekingAppointment/ Re-appointment at the ForthcomingAnnual General Meeting|8|
|Directors' Report|9|
|Secretarial Audit Report – Annexure – A|16|
|Details ofcontracts orarrangements ortransactionswith RelatedParty– Form AOC-2 – Annexure– B|19|
|Extract Of Annual Return – Form MGT-9 - Annexure – C|20|
|Conservation of Energy,TechnologyAbsorption,Foreign Exchange Earningand Outgo,Etc. – Annexure – D|26|
|Report onCorporate Governance- Annexure– E|27|
|Certificate of Compliance with the Corporate Governance|38|
|CEO/CFO Certification in Compliance Certificate under Regulation 17(8)of SEBI(LODR)Regulation,2015|38|
|Certificate for adherence to the Code of Conduct|39|
|Certificate of Non-Disqualification of Directors|39|
|Management Discussion And Analysis – Annexure – F|40|
|Auditors' Report|43|
|Balance Sheet|49|
|Profit & Loss Account|50|
|Cash Flow Statement|51|
|Schedules to Balance Sheet and Schedules to Profit & Loss Account|52|
|Notes Forming part of Accounts|57|

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DHANLAXMI COTEX LIMITED

NOTICE IS HEREBY GIVEN THAT THE 34TH ANNUAL GENERAL MEETING OF THE MEMBERS OF DHANLAXMI COTEX LIMITED (CIN: L51100MH1987PLC042280) WILL BE HELD ON WEDNESDAY, 30TH SEPTEMBER, 2020 AT 1.00 P.M. THROUGH VIDEO CONFERENCING/OTHER AUDIO VISUAL MEANS TO TRANSACT THE FOLLOWING BUSINESS. TO TRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESSES:

1. To receive consider and adopt the Annual Standalone and Consolidated Financial Statements consisting of the Balance Sheet as at March 31, 2020, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and Explanatory Notes annexed to, and forming part of, any of the above documents together with the reports of the Board of Directors and the Auditors thereon.

2. To appoint a Director in place of Mr. Rahul Mahesh Jhawar (DIN: 07590581)) who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and, being eligible offers himself for re-appointment.

3. To appoint Statutory Auditors to fill casual vacancy and to consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:

a) To fill the casual vacancy:

“RESOLVED THAT pursuant to the provisions of Section 139 (8) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, (including any statutory modification(s), clarifications, exemptions or re-enactments thereof for the time being in force) and upon recommendation of the Audit Committee & Board of Directors, M/s. Gohel & Associates LLP, Chartered Accountants, (FRN W100162), Mumbai, be and are hereby appointed as Statutory Auditors of the Company, to fill the casual vacancy caused by the resignation of M/s. R. Soni & Co., Chartered Accountants, Mumbai, having FRN130349W.

RESOLVED FURTHER THAT M/s. Gohel & Associates LLP, Chartered Accountants, (FRN W100162), Mumbai be and are hereby appointed as Statutory Auditors of the Company to hold the office from 5[th] September, 2020, until the conclusion of the ensuing 34[th] Annual General Meeting of the Company, at such remuneration plus applicable taxes, and out of pocket expenses, as may be mutually agreed with the Board of Directors.”

b) For a period of five years:

“RESOLVED THAT pursuant to the provisions of Section 139(8) and other applicable provisions of the Companies Act, 2013 read with rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), and upon recommendation of the Audit Committee and Board of Directors, consent of the members of the Company be and is hereby accorded to appoint M/s. Gohel & Associates LLP, Chartered Accountants, (FRN W100162), Mumbai, as the Statutory Auditors of the Company to conduct the statutory audit for a period of five years commencing from the conclusion of this 34th Annual General Meeting till the conclusion of 39th Annual General Meeting of the Company at remuneration of 60,000/- (Rupees Sixty Thousand only) plus applicable taxes and out-of-pocket expenses and that such remuneration may be paid on a progressive billing basis as may be agreed upon between the auditors and the Board of Directors.”

SPECIAL BUSINESSES:

4. Regularization of Appointment of Mrs. Laxmi Mahesh Jhawar (DIN: 00299699) as Non-Executive Director in the Company and to fix remuneration and consider and if thought fit, to pass with or without modification(s) the following resolution as Special Resolution:

‘RESOLVED THAT pursuant to the provisions of Sections 152, 161 and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder and the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 (LODR /Listing Regulations), including any statutory modifications or re-enactment(s) thereof and any rules made thereunder, for the time being in force, Mrs. Laxmi Mahesh Jhawar (DIN: 00299699), who was appointed as an Additional Director of the Company with effect from November 14, 2019, and whose term expires at this AGM, and in respect of whom the Company has received a notice in writing proposing his candidature for the office of Non-Executive Director be and is hereby appointed as a Non-executive Director of the Company whose office is liable to retire by rotation.

5. Appointment of Mr. Arpit Tibrewala (DIN: 08679570), as an Independent Director of the Company and to consider and if thought fit, to pass with or without modification(s) the following resolution as Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, as amended from time to time, Mr. Arpit Tibrewala (DIN: 08679570), who was appointed as an Additional Director of the Company in terms of Section 161 of the Companies Act, 2013, and Articles of Association of the Company by the Board of Directors with effect from 07[th] February,2020 and who has submitted a declaration that he meets the criteria of Independence as provided in Section 149(6) of the Act and who is eligible for appointment and in respect of whom the company has received a notice in writing from a Member proposing his candidature for the office of Director, pursuant to Section 160 of the Act and who holds office up to the date of this Annual General Meeting be and is hereby appointed as an Independent Director of the Company, not liable to retirement by rotation, for a term of five (5) consecutive years up to 06th August, 2025.

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## **DHANLAXMI COTEX LIMITED** 

**RESOLVED FURTHER THAT** the Board of Directors of the Company be and are hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” 

## **By Order of the Board of Directors** 

**Sd/Sd/Mahesh S. Jhawar Rahul M. Jhawar (Whole Time Director) (Director) DIN: 00002908 DIN: 07590581** 

**Place: Mumbai Date: 05/09/2020** 

## **IMPORTANT COMMUNICATION TO MEMBERS – GREEN INITIATIVE IN CORPORATE GOVERNANCE** 

The Ministry of Corporate Affairs (MCA) has taken a Green Initiative in Corporate Governance by allowing paperless compliances by the Companies and has issued a Circular stating that service of all documents including Annual Reports can be sent by e-mail to its Members. Your Company believes that this is a remarkable and environment friendly initiative by MCA and requests all Members to support in this noble cause. The Company has already embarked on this initiative and proposes to send documents including Annual Reports in electronic form to the Members on the email address provided by them to the R&T Agent/the Depositories. The Members who hold shares in physical form are requested to intimate/update their email address to the Company/R&T Agent while Members holding shares in Demat form can intimate/update their email address to their respective Depository Participants. Members are requested to further note that they will be entitled to be furnished, free of cost, the physical copy of the documents sent by e-mail, upon receipt of a requisition from them, any time, as a Member of the Company. 

## **Notes:** 

- 1 Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 relating to the Special Business to be transacted at the meeting is attached hereto. 

- 2 As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forthcoming AGM/EGM will thus be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM/EGM through VC/OAVM. 

- 3 Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM/EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EGM/AGM will be provided by CDSL. 

- 4 The Members can join the EGM/AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM/AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM/AGM without restriction on account of first come first served basis. 

- 5 The attendance of the Members attending the AGM/EGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013. 

- 6 Corporate members whose authorised representatives are intending to attend the AGM pursuant to Section 113 of the Act, are requested to send to the Company, a certified copy (in PDF/JPG Format) of the relevant Board Resolution/Authority letter etc. authorizing its representatives to attend the AGM, by e-mail to [email protected] 

- 7 Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM/EGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM/EGM through VC/OAVM and cast their votes through e-voting. 

- 8 In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM/EGM has been uploaded on the website of the Company at www.dfl.net.in. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com.  The AGM/EGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM/EGM) i.e. www.evotingindia.com. 

**34[th] ANNUAL REPORT 2019-20** 

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DHANLAXMI COTEX LIMITED

9 As the AGM shall be conducted through VC / OAVM, the facility for appointment of Proxy by the Members is not available for this AGM and hence the Proxy Form and Attendance Slip including Route Map are not annexed to this Notice.
10 Register of Members and the Share Transfer Books shall remain closed from Wednesday, the 21[st] day of September, 2020 to 30[th] day of September, 2020 (both days inclusive)

THE INTRUCTIONS FOR SHAREHOLDRES FOR REMOTE E-VOTING ARE AS UNDER:

(i) The voting period begins on 27.09.2020 and ends on 29.09.2020 During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 23.09.2020 of may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
(iii) The shareholders should log on to the e-voting website www.evotingindia.com.
(iv) Click on “Shareholders” module.
(v) Now enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

Alternatively, if you are registered for CDSL’s EASI/EASIEST e-services, you can log-in at https://www.cdslindia.com from Login - Myeasi using your login credentials. Once you successfully log-in to CDSL’s EASI/EASIEST e-services, click on e-Voting option and proceed directly to cast your vote electronically.
(vi) Next enter the Image Verification as displayed and Click on Login.
(vii) If you are holding shares in Demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
(viii) If you are a first time user follow the steps given below:

For Shareholders holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both Demat shareholders as well as physical shareholders)

Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your Bank Details Demat account or in the company records in order to login. OR Date of  If both the details are not recorded with the depository or company please enter the member Birth (DOB) id / folio number in the Dividend Bank details field as mentioned in instruction (v).
(ix) After entering these details appropriately, click on “SUBMIT” tab.
(x) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in Demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the Demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(xi) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(xii) Click on the EVSN for the relevant <190828043 - Dhanlaxmi Cotex Ltd> on which you choose to vote.
(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

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DHANLAXMI COTEX LIMITED

(xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xviii) If a Demat account holder has forgotten the login password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
(xix) Shareholders can also cast their vote using CDSL’s mobile app “m-Voting”. The m-Voting app can be downloaded from respective Store. Please follow the instructions as prompted by the mobile app while Remote Voting on your mobile.

PROCESSES FOR THOSE SHAREHOLDERS WHO’S EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:

For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id .
For Demat shareholders -, please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to Company/RTA email id .

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE EGM/AGM THROUGH VC/OAVM ARE AS UNDER:

Shareholder will be provided with a facility to attend the EGM/AGM through VC/OAVM through the CDSL e-Voting system. Shareholders may access the same at https://www.evotingindia.com under shareholders/members login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVSN of Company will be displayed.
Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 7 days prior to meeting mentioning their name, Demat account number/folio number, email id, mobile number at (company email id). The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 7 days prior to meeting mentioning their name, Demat account number/folio number, email id, mobile number at (company email id). These queries will be replied to by the company suitably by email.
Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE AGM/EGM ARE AS UNDER:-

The procedure for e-Voting on the day of the EGM/AGM is same as the instructions mentioned above for Remote e-voting.
Only those shareholders, who are present in the EGM/AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the EGM/AGM.
If any Votes are cast by the shareholders through the e-voting available during the EGM/AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility , then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.
Shareholders who have voted through Remote e-Voting will be eligible to attend the EGM/AGM. However, they will not be eligible to vote at the EGM/AGM.
(xx) Note for Non – Individual Shareholders and Custodians
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

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## **DHANLAXMI COTEX LIMITED** 

- After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on. 

- The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote. 

- A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same. 

- Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; (designated email address by company)   , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same. 

If you have any queries or issues regarding attending AGM & e-Voting from the e-Voting System, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected] or contact Mr. Nitin Kunder (022- 23058738 ) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi (022-23058542). 

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call  on 022-23058542/43. 

REQUEST TO MEMBERS Members are requested to send their question(s), if any, relating to the financial statements, shareholding, etc., to the Company Secretary/Chief Financial Officer at the Registered Office of the Company, on or before September 23, 2020, so that the answers/details can be kept ready at the Annual General Meeting. 

**By Order of the Board of Directors** 

**Sd/Sd/Mahesh S. Jhawar Rahul M. Jhawar (Whole Time Director) (Director) DIN: 00002908 DIN: 07590581** 

**Place: Mumbai Date: 05/09/2020** 

## **ANNEXURE TO THE NOTICE** 

**EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013, SPECIAL BUSINESS:** 

## **ITEM NO. 3** 

M/s. R. Soni  & Co., Chartered Accountants, Mumbai  (FRN: No130349W ) vide their letter  dated 31[st] July, 2020  have  resigned from the position of Statutory Auditors of the Company  resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by section 139(8) of the Companies Act, 2013. 

The Board of Directors at its meeting held on 5[th] September, 2019 as per the recommendation of the Audit Committee, and pursuant to the provisions of Section 139(8) of the Companies Act, 2013, have appointed M/s. Gohel & Associates LLP, Chartered Accountants, (FRN W100162), Mumbai, to hold office as the Statutory Auditors of the Company till the conclusion of 34[th] AGM and to fill the casual vacancy caused by the resignation of M/s. R. Soni  & Co., Chartered Accountants Mumbai (Firm Registration Number: No130349W) subject to the approval by the members in ensuring Meeting of the Company, at such remuneration as may be mutually decided by the Board of Directors of the Company and the Statutory Auditors. 

Further, pursuant to recommendation of Audit Committee, Board also approved appointment of M/s. Gohel & Associates LLP, as Statutory Auditors of the Company to hold office for a period of five consecutive years, from the conclusion of the 34[th] AGM, till the conclusion of the 39[th] AGM to be held in year 2025. Accordingly, your board of directors also recommend passing of resolution for appointment of M/s. Gohel & Associates LLP, for a period of 5 consecutive years. 

In pursuance to Regulation 36(5) of the LODR Regulations, 2015 

|Proposed Fee|Rs.60,000/-) plus outlays and taxes as applicable|
|---|---|
|Term of Appointment|5 Years|
|Material Changes in fee compared to outgoingAuditor|Rs.20,000/-|
|Rationale of such Changes|Upon expiring terms of existing Auditors and their unwillingness<br>to act as an Auditor for further time|
|Basis of Recommendation for appointment|Recommendation of Audit Committee and Approval of Board of|



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DHANLAXMI COTEX LIMITED

Credentials of Statutory Auditors Proposed to be appointed

Directors. Date of Establishment : 2016 Partners: 3 Area of Work: Audit & Accounting Tax Advisory and compliance, GST compliance and Consulting, Advisory, Management Consultancy, Financial and Corporate Advisory and etc.

The Company has also received consent and eligibility certificate from M/s. Gohel & Associates LLP, Chartered Accountants, Accountants, Mumbai (Firm Registration Number: W100162) to act as Statutory Auditors of the Company along with a confirmation that, their appointment, if made, would be within the limits prescribed under the Companies Act, 2013.

Accordingly, consent of the Members is sought for passing an Ordinary Resolution as set out in Item No. 3 of the Notice for appointment and payment of remuneration to the Statutory Auditors.

None of the Directors of the Company and Key Managerial Personnel of the Company and their relatives concerned or interested, in the aforesaid Resolution

The Board recommends an Ordinary Resolution set out in the Notice for approval by the Members.

ITEM NO. 4

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, appointed Mrs. Laxmi Mahesh Jhawar (DIN: 00299699), as an Additional Director on the Board of the Company under Section 152, 161 of the Companies Act, 2013 with effect from 14th November, 2019.

Pursuant to the provision of Section 161 of the Act, being an Additional Director, Mrs. Laxmi Mahesh Jhawar (DIN: 00299699), will hold office up to the date of the ensuing AGM and is eligible to be appointed as a Director of the Company. The Company has received a notice in writing under Section 160 of the Act from a member proposing the candidature of Mrs. Laxmi Mahesh Jhawar (DIN: 00299699), for the office of Non-Executive Director of the Company.

The Company has received from Mrs. Laxmi Mahesh Jhawar (i) consent in writing to act as Director in Form DIR 2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules 2014, and (ii) intimation in Form DIR 8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under sub section (2) of Section 164 of the Companies Act, 2013.

Mrs. Laxmi Mahesh Jhawar is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director.

Brief profile of Mrs. Laxmi Mahesh Jhawar and the disclosures required under Regulation 36 (3) of the SEBI(LODR), Regulation 2015 are given as additional information about the directors, which forms part of the Notice.

None of the Directors, Key Managerial Personnel and their relatives, except Mrs. Laxmi Jhawar, Mahesh Jhawar and Rahul Jhawar are in any way, concerned or interested in the said resolution.

The resolution as set out in item no. 4 of this Notice is accordingly recommended for your approval.

ITEM NO. 5

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Arpit Tibrewala (DIN: 08679570), as an Additional Director on the Board of the Company under Section 149, 152 and 161 of the Companies Act, 2013 with effect from 07th February, 2020.

Pursuant to the provision of Section 161 of the Act, being an Additional Director, Mr. Arpit Tibrewala (DIN: 08679570) will hold office up to the date of the ensuing AGM and is eligible to be appointed as an Independent Director of the Company. The Company has received a notice in writing under Section 160 of the Act from a member proposing the candidature of Mr. Arpit Tibrewala (DIN: 08679570) for the office of Independent Director of the Company.

The Company has received from Mr. Arpit Tibrewala (i) consent in writing to act as Director in Form DIR 2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules 2014, and (ii) intimation in Form DIR 8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under sub section (2) of Section 164 of the Companies Act, 2013.

Mr. Arpit Tibrewala is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director.

Section 149 of the Act inter alia stipulates the criteria of independence should a company propose to appoint an independent director on its Board. Based on the declarations received from Mr. Arpit Tibrewala in terms of Section 149(7) of the Companies Act, 2013, the Board is of the opinion that she meets with the criteria of independence and she possesses appropriate skills, experience and knowledge.

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DHANLAXMI COTEX LIMITED

A copy of the draft letter of appointment for Independent Directors, setting out the terms and conditions for appointment of Independent Directors is available for inspection by the Members at the registered office of the Company during business hours on any working day and is also available on the website of the Company www.dcl.net.in. Mr. Arpit Tibrewala is not related to any other Director and Key Managerial Personnel of the Company.

Brief profile of Mr. Arpit Tibrewala and the disclosures required under Regulation 36 (3) of the SEBI(LODR), Regulation 2015 are given as additional information about the directors, which forms part of the Notice.

None of the Directors, Key Managerial Personnel and their relatives, are in any way, concerned or interested in the said resolution.

The resolution as set out in item no. 5 of this Notice is accordingly recommended for your approval.

By Order of the Board of Directors

Sd/Mahesh S. Jhawar (Whole Time Director) DIN: 00002908

Sd/Rahul M. Jhawar (Director) DIN: 07590581

Place: Mumbai Date: 05/09/2020

REGISTERED OFFICE: 285, Princess Street, C. J. House, 2[nd] Floor, Mumbai – 400002 Phone: 022-66228050/55 | Email:[email protected] Website: http://dcl.net.in

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DHANLAXMI COTEX LIMITED

DETAILS OF THE DIRECTORS SEEKING APPOINTMENT/ RE-APPOINTMENT AT THE FORTHCOMING ANNUAL GENERAL MEETING

(In pursuance of Regulation 36(3) of the LODR Regulation, 2015)

Name of the Director	Mrs. Laxmi Mahesh Jhawar	Mr. Arpit Tibrewala
DIN	00299699	08679570
Date of Birth	28-08-1965	13-10-1986
AcademicQualifications	B.A. Graduation	MBA
Experience and Expertise	Mrs. Laxmi Mahesh Jhawar has experience of more than 5 years in Business Management and Administration.	Mr. Arpit Sureshkumar Tibrewala is a commerce graduate also he has done masters from Sydenham college, Mumbai. He has also done MBA degree is from Rutgers University, USA.
Date of first appointment on the Board	14-11-2019	13-02-2020
Directorshipin other companies	3	Nil
No. of Membership(s)/ Chairmanship(s) of Board Committees in other companies	Nil	Nil
No. of Shares held in the Company	12,91,290	Nil
Relation with other Directors or Key Managerial Personnel	Spouse of Mr. Mahesh Jhawar and Mother of Mr. Rahul Jhawar.	None
Number of Board Meeting attended during the financialyear	2	N.A.
Remuneration and other terms & conditions of appointment/re-appointment	He is entitled to sitting fees & Remuneration for attending Board meetings as approved by the Board of Directors.	He is entitled to sitting fees & Remuneration for attending Board meetings as approved by the Board of Directors
Remuneration paid/payable for the Financial Year 2019-20	Nil	Nil

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``` DHANLAXMI COTEX LIMITED

DIRECTORS’ REPORT

To Dear Members, Dhanlaxmi Cotex Limited

Your Directors are pleased to present the 34th Annual Report of the Company together with the Audited Financial Statements for the year ended 31[st] March, 2020.

SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:

PARTICULARS	FINANCIAL RESULTS (Rs. in Rupees)	FINANCIAL RESULTS (Rs. in Rupees)
	2019-2020	2018-2019
Revenue from Operation -	50,713,324	49,031,016
Revenue from other Income	48,131,147	9,918,627
Total Revenue	98,844,471	58,949,643
Profit before Depreciation & Interest	36,48,8229	46,80,540
Depreciation	26,297	15,846
Interest	-	497,718
Profit after Depreciation & Interest	36,461,932	4,166,976
Provision for Taxation	3,575,321	498,328
Provision for Tax(deferred)	1,842	227
Profit/ Loss after Tax	32,888,454	3,668,875
Other comprehensive income	(170,838,757)	(5,260,997)
Total comprehensive income for theperiod	(137,950,304)	(1,592,122)

STANDALONE FINANCIAL RESULTS:

The company is mainly engaged into business of trading in securities. During the year under review, your Company generated total Income of Rs.98,844,471/- comprising mainly of sale of shares, interest, dividend and long term and short term investment profit, against this the total expenditure amounted to Rs.62,382,539/-. As the result of this the Company has earned net profit of Rs.32,888,454/- against the profit of Rs. 3,668,875/- for the previous year. The management of the Company hereby very optimistic regarding same performance of the Company in future.

TRANSFER TO RESERVES:

No fund was transferred to General Reserve.

DIVIDEND:

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

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.Your Company held no deposit in any form from anyone during the year 31st March, 2020, which was overdue or unclaimed by the depositors.

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.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

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

NUMBER OF MEETINGS OF THE BOARD:

The Board met 6 (Six) 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.

BOARD OF DIRECTORS:

The Composition of the Board during the year as per the provisions of Regulation 17(1) of listing regulation read with the Companies Act, 2013.

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DHANLAXMI COTEX LIMITED

During the period under review, pursuant to Section 152 of the Companies Act, 2013 Mr. Rahul Jhawar, Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Board has recommended her re-appointment.

During the year Ms. Jayashree Iyer, Mr. Gopal Mehta, Independent Director of the Company has been resigned from the Board w.e.f. 31[st] July, 2019 and 14[th] Number, 2019. Mr. Ramautar Jhawar, Managing Director & Chairman and Mrs. Kamla R. Jhawar, Non-Executive Director had also resigned from the post of Directorship w.e.f. 14[th] November, 2019. The Board places on record its deep appreciation for the contribution rendered by them during their tenure as Director of the company.

On the recommendation of Nomination and Remuneration Committee, Mrs. Laxmi Jhawar and Mr. Arpit Suresh Kumar Tibrewala were appointed as an Additional Director with effect from 14[th] November, 2019 and 7[th] February, 2020 on the Board. In terms of Section 161 of the Companies Act, 2013 and who holds office up to the date of this Annual General Meeting, is appointed as Non-Executive Director of the Company.

On the recommendation of Nomination and Remuneration Committee, your Board inducted Mr. Arpit Suresh Kumar Tibrewala (DIN: 08679570), as an Additional Directors of the Company in the category of Independent Director subject to approval of members at the ensuing Annual General Meeting with effect from 13/02/2020 and 12/02/2025 respectively in order to comply with the requirement of Section 149(1) of the Companies Act, 2013. In terms of Section 161 of the Companies Act, 2013 he will hold office up to the date of the ensuing Annual General Meeting. The Company has received a notice in writing, proposing the appointment of Mr. Arpit Suresh Kumar Tibrewala (DIN: 08679570) Directors of the Company. Your Board has recommended the appointment of Mr. Arpit Suresh Kumar Tibrewala (DIN: 08679570), as an Independent Directors of the Company for a period of five consecutive years up to the 39th consecutive Annual General Meeting of the Company, not liable to retire by rotation.

During the year Ms. Konika Shah, resigned as a KMP and Compliance Officer of the Company with effective from 28th November, 2019. Further Ms. Khyati Modi, appointed as KMP and Compliance Officer of the Company. The appointment was effective from 28th May, 2020.

During the year Mr. CK Bohra, resigned as Chief Financial Officer of the Company with effective from 14th November, 2019. Further Mr. Ganesh Singh, appointed as KMP and Compliance Officer of the Company. The appointment was effective from 14th November, 2019

Mr. Natwar Nagarmal Agarwal, Mr. Arpit Suresh Kumar Tibrewala & Mrs. Niyati Ketan Shah Independent directors have given declarations that they continues 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.

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) and 134 (5) 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 31st March, 2020 the applicable accounting standards have been followed.
(b) Directors have selected such Accounting policies 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 corporation as at the end of 31st March, 2020 and of the profit of the Company for the year ended on that date.
(c) Director have taken 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) Directors have prepared the annual accounts on a ‘going concern’ basis;
(e) Director have laid down internal financial controls commensurate with the size of the Company and that such financial controls were adequate and were operating effectively; and
(f) Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DECLARATION OF INDEPENDENCE BY DIRECTORS:

The Independent Non-executive Directors of the Company, viz. Mrs. Niyati Ketan Shah (DIN – 02171577), Mr. Natwar Nagarmal Agarwal (DIN – 08170211), and Mr. Arpit Suresh Kumar Tibrewala (DIN: 08679570)have affirmed that they continue to meet all the requirements specified under Regulation16(1)(b)of the listing regulations in respect of their position as an “Independent Director” of Dhanlaxmi Cotex Limited.

Pursuant to the provisions of Section 134 of the Companies Act, 2013 with respect to the declaration given by the Independent

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DHANLAXMI COTEX LIMITED

Director of the Company under Section 149(6) of the Companies Act, 2013, 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.

MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL 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 evaluation framework for assessing the performance of directors of your company comprises of contribution at meetings, strategies perspective or inputs regarding the growth and performance of your company among others.

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.

Details of program for familiarization of Independent directors of the company are accessible on yours company website at http://dcl.net.in/familarisation.

BOARD EVALUATION:

SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 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. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors should be done by the entire Board of Directors, excluding the director being evaluated.

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. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a structured questionnaire was prepared. The performance Evaluation of the Independent Directors was completed. Independent Directors Meeting and Nomination and Remuneration Committee considered the performance of NonIndependent Directors and the Committees and Board as whole, reviewed the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

MEETING OF INDEPENDENT DIRECTORS:

The meeting of Independent Directors was scheduled on 30[th] March, 2020 but due to lockdown meeting could not be held in person and company had availed the exemption grated by MCA vide its General circular No. 11/2020 dated 24[th] March, 2020 Viz. Special Measures under Companies Act, 2013 (CA-2013) and Limited Liability Partnership Act, 2008 in view of COVID-19 outbreak.

STATUTORY AUDITORS:

M/s. R. Soni & Co., Chartered Accountants, Mumbai vide their letter dated 31[st] July, 2020 have resigned from the post of statutory auditor of the Company resulting in casual vacancy in the office of Statutory Auditors of the Company as envisaged in 139(8) of the Companies Act,2013.

The Board of Directors at its meeting held on 5[th] September, 2020 as per the recommendation of the Audit Committee, and pursuant to the provisions of section 139(8) of the Companies Act 2013, have appointed M/s. Gohel & Associates LLP, Chartered Accountants, (FRN W100162), Mumbai, to hold the office of Statutory Auditors of the Company till the conclusion of 34th AGM and to fill casual vacancy caused by resignation of M/s. R. Soni & Co., Chartered Accountants, Mumbai subject to the approval of members in ensuing general meeting of the Company, at remuneration to be decided by the Board of Directors of the Company and Statutory Auditors.

Further, pursuant to recommendation of Audit Committee, Board also approved appointment of M/s. Gohel & Associates LLP, as Statutory Auditors of the Company, to hold the office from the conclusion of 34th AGM till the conclusion of 39[th] AGM to be held in the year 2025 for a single tenure of 5 (five) years. Accordingly, your Board of Directors also recommend passing of resolution for appointment of M/s. Gohel & Associates LLP, Charted Accountants, Mumbai (FRN: W100162), for a period of 5 consecutive years at remuneration of Rs.60,000/- (Rupees Sixty Thousand Only) on progressive basis plus applicable taxes and out of pocket expenses incurred if any.

The Company has also received consent and eligibility certificate from M/s. Gohel & Associates LLP, Charted Accountants, Mumbai to act as Statutory Auditors of the Company along with a confirmation that, their appointment, if made, would be within the limits prescribed under the Companies Act, 2013.

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DHANLAXMI COTEX LIMITED

Further to clarify that the Board originally in its meeting held on 28[th] August, 2020 has appointed M/s. K.R. Sanghavi & Associates, Chartered Accountants, (FRN: 116293W) as a Statutory Auditors of the company in place of M/s. R. Soni & Co., to hold office till ensuing AGM and then for next five years upto 39[th] AGM which was upon recommendation of Audit Committee. However due to defect (Non- having valid peer review certificate, which was communicated by auditors post to their appointment) in that appointment the Audit Committee and Board then in its meeting held on 5[th] September, 2020 appointed M/s. Gohel & Associates LLP, Charted Accountants, Mumbai as statutory auditors in place of M/s. R. Soni & Co., to hold office till ensuing AGM and then for next five years upto 39th AGM.

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.

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

Audit Committee
Nomination and Remuneration Committee
Stakeholders’ Relationship 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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company occurred during Financial Year 2019- 20, till the date of this report. Further there was no change in the nature of business of the Company.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

During the year, there is no subsidiary, joint venture or associate of the Company.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

The Company is committed to maintain the 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 Secretarial Auditors of the Company on compliance with the provisions is annexed and forms part of the Annual Report. Annexure–E.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are as under. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The percentage increase in remuneration of each Director and Chief Financial Officer during the financial year 2019-20, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2019-20 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. No.	Name of Director/KMP	Remuneration Received (In Rs. Lakhs)	% increase in Remuneration in the F.Y. 2019-20	Ratio of remuneration of each Director to median remuneration of employees
1	Mr. Ramautar S. Jhawar (ManagingDirector) (Regn w.e.f. 14.11.2019)	10	-600%	14.56
2	Mr. Mahesh S. Jhawar (WholeTimeDirector)	50	N.A.	72.81
3	Mrs. Kamala Jhawar (Non- ExecutiveDirector) (Regn w.e.f. 14.11.2019)	Nil	Nil	Nil
4	Mrs. Laxmi Sohanlal Jhawar (Non- Executive Director) (Appt w.e.f. 14.11.2019)	Nil	Nil	Nil
5	Mr. Gopal Mohta (Independent Director) (Regn w.e.f. 14.11.2019)	Nil	Nil	Nil

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```
DHANLAXMI COTEX LIMITED
6 Mrs. Jayashree Iyer Nil Nil Nil
(Independent Director) (Regn w.e.f. 31.07.2019)
7 Mrs. Niyati Ketan Shah Nil Nil Nil
(Independent Director) (Appt w.e.f. 09.08.2019)
8 Mr. Rahul Mahesh Jhawar
Nil Nil Nil
(Non-Executive Director) (Appt w.e.f. 09.08.2019)
9 Mr. Natwar Nagarmal Agarwal Nil Nil Nil
(Independent Director) (Appt w.e.f. 09.07.2018)
10 Mr. Arpit Tibrewala Nil Nil Nil
(Independent Director) (Appt w.e.f. 07.02.2020)
11 Mr. Chandra Kishore Bohra
1.54 8.72 2.24
(Chief Financial Officer) (Regn w.e.f. 14.11.2019)
12 Mr. Ganesh Singh
2.99 N.A. 4.37
(Chief Financial Officer) (Appt w.e.f. 14.11.2019)
13 Ms. Konika Shah
1.14 N.A. 1.66
(Company Secretary) (Regn w.e.f 28.11.2019)
14 Ms. Khyati Modi N.A. N.A. N.A.
(Company Secretary) (Appt w.e.f 28.05.2020)
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 2019-20 was Rs. 0.68 lacks which was
salary for 6 months paid on proportionate basis of number of days of attendance in the month of the employee.
 In the financial year 2019-20, there was an increase of NIL% in the median remuneration of employees.
 As on March 31, 2020, there were 5 permanent employees who were on the roll of the Company.
 Relationship between average increase in remuneration and Company performance.
 There was no change in total remuneration paid to Directors during F.Y. 2019-20 as compared to previous year; whereas
Profit after Tax was Rs. 328.88 lakhs as compared to a profit of Rs.36.69 lakhs in 2018-19.
 Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company (i.e.
Remuneration of KMP for the year is 5.68 lacks as compared to Rs.5.05 lacks in previous year) The total remuneration of the
Key Managerial Personnel(s) has only marginal increase in 2019-20; whereas Profit after Tax was Rs. 328.88 lakhs as
compared to a profit of Rs.36.69 lakhs in 2018-19.
POSTAL BALLOT:
No postal ballot was held during the year 2019-2020.
RISK MANAGEMENT AND INTERNAL CONTROLS:
The Company has the risk management and internal control framework in place commensurate with the size of the Company.
However Company is trying to strengthen the same. 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.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given
in the notes to Financial Statements.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo Details of energy conservation and
research and development activities undertaken by the Company along with the information in accordance with the provisions
of Section 134 of Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, the extent as are applicable to the
Company, are given in Annexure - ‘D’ to the Directors’ Report.
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 2019-2020 and 2020-2021.
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 behavior of employees that raise concerns including fraud by using the
mechanism provided in the Whistle Blower Policy. The Whistle Blower Policy is hosted on company’s website
http://dcl.net.in/investor_info.
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## **DHANLAXMI COTEX LIMITED** 

During the financial year 2019-20, no cases under this mechanism were reported in the Company and any of its subsidiaries. 

## **POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:** 

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 2019-20, no cases in the nature of sexual harassment were reported at any workplace of the company. 

## **COMPANY’S POLICY ON DIRECTORS APPOINTMENT, REMUNERATION ETC.:** 

The Nomination and Remuneration Committee recommends to the Board the policy relating to remuneration for the Directors, Key Managerial Personnel and other employees, same has been uploaded on the website of the Company at http://dcl.net.in/pdf/policies/policy_nrc.pdf. 

## **MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:** 

Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (3) read with Schedule Part V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 with Stock Exchange in India, is presented in a separate Section forming part of the Annual Report. **Annexure-F** 

## **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. 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. 

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. 

## **SECRETARIAL AUDITORS AND THEIR REPORT:** 

M/s Pankaj Trivedi & Co, Company Secretary in Practice was appointed to conduct the secretarial audit of the Company for the financial year 2019-20, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for financial year 2019-20 is **Annexure-A** to this Board’s Report. 

## **COMMENTS ON REMARKS/OBSERVATION/QUALIFICATION MADE BY SECREATARIRAL AUDITORS:** 

Mr. Pankaj Trivedi, Company Secretary in Practice, in his Secretarial Audit Report for financial year 2019-20 have drawn the attention of the management on some the non-compliances, which have been marked as qualification in his report. In connection with the same management herewith give the explanation for the same as follows: 

As far as holding of shares by promoter in demat form is concerned there is only 100 shares owned by Mr. Ramautar are in physical mode, which was sent to RTA for demat but was returned due to technical issue. These 100 shares will get demat this year. 

The Company had conveyed its Board meeting on 14.11.2019 for consideration and approval of Unaudited Financial Results for the quarter/half year ended 30.09.2019 in connection with the same the company had filed the signed copy of Unaudited Financial Results along with Limited review in PDF form within 30 minutes of conclusion of Board meeting but failed to submit in XBRL mode within 24 hours of submission of results in PDF mode and submitted the same on 04.12.2019 and again on 01.01.2020 upon receipt of discrepancy email from the exchange. 

The Company had submitted the original CG Report on 09.07.2019 for quarter ended June, 2019 which was resubmitted twice then on 11.07.2019 and finally 31.08.2019 due to clerical errors in submissions. 

The Company had submitted the original SHP on 11.04.2019 for the quarter ended March, 2019; which was rectified and submitted again on 03.05.2019 AND SHP for quarter ended 30.09.2019 originally submitted on 19.10.2019 and rectified on 16.01.2020 upon receipt of Discrepancy from the exchange. The Company will try to avoid such minute clerical mistakes in future submissions. 

The management has decided to make an application to Bank for seeking registration as required under section 45(IA) of RBI 

**34[th] ANNUAL REPORT 2019-20** 

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DHANLAXMI COTEX LIMITED

Act, 1934. However due to practical difficulties no such application was made during the year under review. The Management is seeking opinion of some RBI professionals for making good of said default.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has implemented a Related Party Transactions policy for the purposes of identification and monitoring of such transactions. The policy on related party transactions is uploaded on the Company’s website at http://dcl.net.in/pdf/policies/policy_rpt.pdf.

All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis which is reviewed and updated on quarterly basis.

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 in Annexure-B to this Board’s 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 Annexure- C .

CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a Certificate from M/s Pankaj Trivedi & Co, regarding compliance with the conditions of Corporate Governance as stipulated under Regulation 34(3), Schedule V of SEBI (LODR) Regulations, 2015 with Stock Exchange read with the relevant provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forms part of this Report and Annexure- E to this Board’s Report.

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 have been appended to this report.

CERTIFICATE OF NON- DISQUALIFICATION OF DIRECTORS

Certificate from secretarial auditor regarding none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority as per item 10(i) of Part C of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations 2015, annexed to this report.

BANK AND FINANCIAL INSTITUTIONS:

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

ACKNOWLEDGMENTS:

Your Directors convey their sincere thanks to 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.

By Order of the Board of Directors

Sd/Sd/Mahesh S. Jhawar Rahul M. Jhawar (Whole Time Director) (Director) DIN: 00002908 DIN: 07590581

Place: Mumbai Date: 05/09/2020

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DHANLAXMI COTEX LIMITED
ANNEXURE -A
FORM NO. MR-3
SECRETARIAL AUDIT REPORT
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To
The Members,
M/s. Dhanlaxmi Cotex Limited
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate
practices by M/s. Dhanlaxmi Cotex Limited (hereinafter called “the Company”). Subject to limitation of physical interaction and
verification of records caused by COVID-19 pandemic lock down while taking review after completion of financial year. The
Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate/statutory
compliances and expressing my opinion thereon.
Based on my verification of the Company's books, papers, minute books, forms and return is filed and other records maintained
by the Company and also the information provided by the Company, its officers, agents and authorized representatives during
the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the
financial year ended on 31 [st] March, 2020, has complied with the statutory provisions listed hereunder and also that the Company
has proper Board- processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made
hereinafter:
We have examined the books, papers; minutes’ books, forms and returns filed and other records maintained by Company for the
financial year ended on 31 [st] March, 2020 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (’SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct
Investment, Overseas Direct investment and External Commercial Borrowings
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992
(’SEBI Act'):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. (Not
applicable to the Company during the Audit Period);
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,
2014. (Not applicable to the Company during the Audit Period);
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008. (Not applicable
to the Company during the Audit Period);
(f) The Securities and Exchange Board of India (Registrars to an issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client; (Not applicable to the Company during the Audit period);
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009. (Not applicable to
the Company during the Audit period);
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998. (Not applicable to the
Company during the Audit Period);
Having regards to the compliance system prevailing in the Company, information representation provided by management and
on examination of the relevant documents and records in pursuance thereof on test-check basis, the following laws are also
applicable on company;
i. The Equal Remuneration Act, 1976;
ii. Maharashtra state Tax on Professions, Trades, Callings and Employments Act 1975;
I have also examined compliance with the applicable clauses of the following:
34 [th] ANNUAL REPORT 2019-20 16 | P a g e
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DHANLAXMI COTEX LIMITED

(i) Secretarial Standards (SS-1 and SS-2) issued by The Institute of Company Secretaries of India; and;
(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (As amended).

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to following observations:

According to SEBI Circular viz. SEBI/Cir/ISD/3/2011 dated June 17, 2011, which mandates the maintenance of entire holdings of the Promoters in Demat form only. However the promoters of the Company still have 500 shares in physical form.
Regulation 33(3)(a) and 33(3)(c)(i) of SEBI (LODR) Regulations 2015 and subsequent to amended Circular No.DCS/COMP12812016-17 dated 30.03.2017 w.e.f. April 01, 2017 onwards; they company failed to submit Unaudited Financial Results in XBRL mode for quarter and half year ended 30.09.2019, within 24 hours of submission of results in PDF mode.
The Company had submitted Corporate Governance Report pursuant to Regulation 27(2) of SEBI (LODR), Regulation, 2015, thrice for the quarter ended June, 2019 (originally on 09.07.2019 and subsequently on 11.07.2019 and 31.08.2019) due to clerical errors in first two submissions. The Company should be more vigilant in compliance to avoid such resubmissions.
The Company had submitted Shareholding Pattern Report pursuant to Regulation 31 of SEBI (LODR), Regulation, 2015, twice for the quarter ended March, 2019 (originally on 11.04.2019 and subsequently on 03.05.2019) and twice for the quarter ended September, 2019 (originally on 19.10.2019 and subsequently on 16.01.2020) due to clerical errors in original submission. The Company should be more vigilant in compliance to avoid such resubmissions.
The Financial Assets of the Company constitute more than 50% of the total assets and income from it also exceeds 50% of the total income. Since the main activity of the Company is centre around investment and Finance, the Company needs to hold valid registration from RBI as per section 45-IA of the Reserve Bank of India Act, 1934. However till date Company has not applied for registration with RBI.

I further Inform/report that during the year under review, the following events or actions had a major bearing on its affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.:

During the year under review the Company had made an application for claiming general exemption to The Securities and Exchange Board of India under Regulation 10(1)(a) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 towards inter-se transfer amongst promoters and promoter group.

I further report that:

(i) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes made in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
(ii) Adequate notice is given to all directors to schedule the Board and Committee Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
(iii) Decisions at the Board Meetings, as represented by the management and recorded in minutes, were taken unanimously.
(iv) Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.
(v) There are adequate systems and processes in the Company, commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Note: This report is to be read with our letter of even date which is annexed as “ANNEXURE A” and forms an integral part if this report.

For Pankaj Trivedi & Co., Company Secretary in Practice

Sd/Pankaj Trivedi (Proprietor) CP No. 15301 Place: Mumbai Dated: 28[th] August, 2020

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DHANLAXMI COTEX LIMITED
Annexure to the Secretarial Audit Report
To,
The Member,
Dhanlaxmi Cotex Limited
Our report of even date is to be read along with this letter.
Management’s Responsibility
1) It is the Responsibility of Management of the Company to maintain Secretarial records, device proper systems to ensure
compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and
operate effectively.
Auditor’s Responsibility
2) I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness
of the contents of the Secretarial records. The verification was done on the test basis to ensure that correct facts are
reflected in Secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for our
opinion.
3) I have not verified the correctness and appropriateness of financial records and books of accounts of the Company.
4) Where ever required, I have obtained the Management representation about compliance of laws, rules and regulations and
happenings of events etc.
5) The compliance of provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of
the management. Our examination was limited to the verification of procedures on test basis.
Disclaimer
6) The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of efficacy or effectiveness
with which the management has conducted the affairs of the Company.
For Pankaj Trivedi & Co.,
Company Secretary in Practice
Sd/-
Pankaj Trivedi
(Proprietor)
CP No. 15301
Place: Mumbai
Dated: 28 [th] August, 2020
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## **DHANLAXMI COTEX LIMITED** 

**ANNEXURE -B** 

## **FORM NO. AOC -2** 

**- (Pursuant to clause (h) of sub section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014** 

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transaction   under third proviso thereto. 

1. Details of contracts or arrangements or transactions not at Arm’s length basis. – None 

2. Details of material contracts or arrangement or transactions at arm’s length basis: 

|**Name**<br>**of**<br>**Related**<br>**Party and nature of**<br>**transactions**|**Nature of contract**<br>**/arrangement**<br>**/transactions**|**Duration of**<br>**the contract/**<br>**arrangement/**<br>**transactions**|**Salient terms of contract**<br>**/arrangement**<br>**/transactions,**<br>**including value, if any**|**Date(s) of**<br>**approval**<br>**by the Board**|**Amounts**<br>**paid as**<br>**advance(s),**<br>**if any**|
|---|---|---|---|---|---|
|VRM Shares Broking<br>Pvt Ltd|Payment<br>of<br>Brokerage<br>of<br>Rs.5,718/- during the<br>year on buying /<br>selling instructions.|Ongoing|Buying instructions for<br>shares<br>of<br>shares<br>of<br>1,83,35,195/- and<br>Sale<br>instructions<br>for<br>shares<br>‘4,44,87,388/- during the<br>year.|30-09-2016 &<br>29-09-2017|-|
|MR Shares Broking<br>Pvt Ltd|Payment<br>of<br>Brokerage<br>of<br>Rs.18,920/-<br>during<br>the year on buying /<br>sellinginstructions.|Ongoing|Buying instructions for<br>shares<br>of<br>shares<br>of<br>2,41,36,454/- and<br>Sale<br>instructions<br>for<br>shares<br>’91,595/- duringtheyear.|30-09-2016 &<br>29-09-2017|-|
|Jhawar<br>Trade<br>and<br>Investments Pvt Ltd|Trading in Shares|Ongoing|Sale of 350000 Shares of<br>VRM Shares Broking Pvt<br>Ltd<br>for<br>‘3,08,84,000<br>duringtheyear.|30-09-2016 &<br>29-09-2017|-|



**By Order of the Board of Directors** 

**Sd/Mahesh S. Jhawar (Whole Time Director) DIN: 00002908** 

**Sd/Rahul M. Jhawar (Director) DIN: 07590581** 

**Place: Mumbai Date: 05/09/2020** 

**34[th] ANNUAL REPORT 2019-20** 

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DHANLAXMI COTEX LIMITED

ANNEXURE - C

FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN

As on Financial Year Ended on 31.03.2020 pursuant to Section 92(3) of the Companies Act, 2013 And Rule 12(1) of the company (Management & Administration) Rules, 2014

I.	REGISTRATION AND OTHER DETAILS:	REGISTRATION AND OTHER DETAILS:	REGISTRATION AND OTHER DETAILS:	REGISTRATION AND OTHER DETAILS:	REGISTRATION AND OTHER DETAILS:	REGISTRATION AND OTHER DETAILS:	REGISTRATION AND OTHER DETAILS:	REGISTRATION AND OTHER DETAILS:	REGISTRATION AND OTHER DETAILS:	REGISTRATION AND OTHER DETAILS:	REGISTRATION AND OTHER DETAILS:	REGISTRATION AND OTHER DETAILS:	REGISTRATION AND OTHER DETAILS:	REGISTRATION AND OTHER DETAILS:	REGISTRATION AND OTHER DETAILS:	REGISTRATION AND OTHER DETAILS:
i	CIN			L51100MH1987PLC042280
ii	Registration Date			19.01.1987
iii	Name of the Company			DHANLAXMI COTEX LIMITED
iv	Category/Sub-category of the Company			Public Company / Limited by Shares
v	Address of the Registered office & Contact details			285, Princess Street, C. J. House, 2nd Floor, Mumbai - 400 002. Tel No: 022-66228050/55 Email:[email protected]	Website: dcl.net.in
vi	Whether Listed Company			Yes
vii	Name, Address & Contact details of the Registrar & Transfer Agent, if any.			Bigshare Services Pvt. Ltd. 1st floor, Bharat tin works building, opp. Vasant oasis, Makwana road, Marol, Andheri East, Mumbai 400059, Maharashtra Tel No: 022 - 40430200 / 62638200 Email:[email protected]	Website:www.bigshareonline.com

II. P	RINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:
All t	he business activities contributing10% or more of the total turnover of the companyshall										be stated below:
Sr. No.	Name and Description of main products/services					NIC Code of the Products/Services					% to total turnover of the company
1	Tradingin Shares & Securities					64990							100%

III.	PARTICULARS OF HOLDING, SUBSIDIARY AND					ASSOCIATE COMPANY:
Sr. No.	Name of the Company		CIN/GLN						Holding/ Subsidiary/ Associate				% Of Shares Held		Applicable Section
1	N/A		-						-				-			-

IV.	SHAREHOLDING PATTERN (Equity Share capital Break up								as % to total Equity)
i. Category of Shareholder		No. of Shares held at the beginning of theyear 31/03/2019							No. of Shares held at the end of theyear 31/03/2020							% Change
		Demat	Physical		Total Shares		Total %	Demat		Physical		Total Shares		Total %
(A) Shareholding of Promoter		and Promoter Group2
(1) Indian
- Individual / HUF		2620515	6650		2627165		53.93	3193955		0		3193955		65.57		11.64
- Central / State Govt(s)		0	0		0		0.00	0		0		0		0.00		0.00
- Bodies Corporate		140000	0		140000		2.87	0		0		0		0		(2.87)
- Financial Institutions / Banks		0	0		0		0.00	0		0		0		0.00		0.00
- AnyOthers(Specify)		0	0		0		0	0		0		0		0		0
- GroupCompanies		291900	0		291900		5.99	0		0		0		0.00		(5.99)
- Trusts		0	0		0		0.00	0		0		0		0.00		0.00
- Directors Relatives		100	0		100		0.00	0		100		100		0.00		0.00
SUB TOTAL :		3052515	6650		3059165		62.80	3193955		100		3194055		65.57		2.77
(A) Shareholding of Promoter		and Promoter Group2
(2) Foreign
- Bodies Corporate		0	0		0		0.00	0		0		0		0.00		0.00
- Individual		0	0		0		0.00	0		0		0		0.00		0.00
- Institutions		0	0		0		0.00	0		0		0		0.00		0.00
- Qualifiedforeign investor		0	0		0		0.00	0		0		0		0.00		0.00
- AnyOthers(Specify)		0	0		0		0.00	0		0		0		0.00		0.00
SUB TOTAL :		0	0		0		0.00	0		0		0		0.00		0.00
Total Shareholding of Promoters(A1+A2)		3052515	6650		3059165		62.80	3193955		100		3194055		65.57		2.77
(B) Public shareholding
(1) Institutions
- Central / State Govt(s)		0	0		0		0.00	0		0		0		0.00		0.00
- Financial Institutions / Banks		5000	0		5000		0.10	0		0		0		0.00		0.00
- Mutual Funds / UTI		0	0		0		0.00	0		0		0		0.00		0.00
- Venture Capital Funds		0	0		0		0.00	0		0		0		0.00		0.00

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DHANLAXMI COTEX LIMITED

- Insurance Companies	0	0	0	0.00	0	0	0	0.00	0.00
- FII'S	0	0	0	0.00	0	0	0	0.00	0.00
- Foreign Venture Capital Investors	0	0	0	0.00	0	0	0	0.00	0.00
- Qualified Foreign Investor	0	0	0	0.00	0	0	0	0.00	0.00
- AnyOthers(Specify)	0	0	0	0.00	0	0	0	0.00	0.00
- Foreign Portfolio Investor	0	0	0	0.00	0	0	0	0.00	0.00
- Alternate Investment Fund	0	0	0	0.00	0	0	0	0.00	0.00
SUB TOTAL :	5000	0	5000	0.10	5000	0	5000	0.10	0.00
(B) Public shareholding
(2) Non-institutions
(a) Bodies Corporate
- Indian Bodies Corp	911235	44750	955985	19.62	769540	0	769540	15.80	(3.82)
- Overseas Bodies Corp	0	0	0	0.00	0	0	0	0.00	0.00
(b) Individual
- Capital upto to Rs. 1 lac	8102	769850	777952	15.97	2530	395100	397630	8.16	(7.81)
- Capitalgreater than Rs. 1 lac	73200	0	73200	1.50	111200	398050	509250	10.45	8.95
(c) Any others(Specify)
- Hindu Undivided Family	48	0	48	0.00	875	0	875	0.02	0.02
- Trusts	0	0	0	0.00	0	0	0	0.00	0.00
- Clearingmember	0	0	0	0.00	0	0	0	0.00	0.00
- NRI(Repat)	0	0	0	0.00	0	0	0	0.00	0.00
- NRI(Non Repat)	0	0	0	0.00	0	0	0	0.00	0.00
- Foreign Nationals	0	0	0	0.00	0	0	0	0.00	0.00
- Employee	0	0	0	0.00	0	0	0	0.00	0.00
- Unclaimed Suspense A/c	0	0	0	0.00	0	0	0	0.00	0.00
- IEPF	0	0	0	0.00	0	0	0	0.00	0.00
- Qualified Foreign Investor	0	0	0	0.00	0	0	0	0.00	0.00
- NBFCs registered with RBI	0	0	0	0.00	0	0	0	0.00	0.00
SUB TOTAL	992585	814600	1807185	37.10	883270	793150	1676420	34.43	(2.67)
Total Public Shareholding (B1+B2) :	997585	814600	1812185	37.20	888270	793150	1681420	34.53	(2.77)
(C) Shares held by Custodians	and against which Depository Receipts have been issued
Shares held byCustodians	0	0	0	0.00	0	0	0	0.00	0.00
Promoter and Promoter Group	0	0	0	0.00	0	0	0	0.00	0.00
Public	0	0	0	0.00	0	0	0	0.00	0.00
SUB TOTAL :	0	0	0	0.00	0	0	0	0.00	0.00
Total Public Shareholding	0	0	0	0.00	0	0	0	0.00	0.00
GRAND TOTAL	4050100	821250	4871350	100	4083100	788250	4871350	100	0.00

ii.	Shareholding of Promoters	& Promoter Group	& Promoter Group	& Promoter Group
SL No	Shareholder’s Name	Shareholding at beginning of the year 31/03/2019			Shareholding at the end of the year 31/03/2020			% Change
		No of Shares	% of total Shares of the Co.	% of Shares pledged/ encumbered to total Shares	No of Shares	% of total Shares of the Co.	% of Shares pledged/ encumbered to total Shares
1	Lalit Vinod Jhawar	100	0.00	0.00	0	0.00	0.00	0.00
2	Sohanlal Jhawar Huf	20000	0.41	0.00	0	0.00	0.00	(0.41)
3	Vinod Jhawar Huf	25800	0.53	0.00	0	0.00	0.00	(0.53)
4	Sohanlal Jhawar Family	52300	1.07	0.00	0	0.00	0.00	(1.07)
5	Ramautar Jhawar (Jamnadevi Jhawar FamilyTrust)	52500	1.08	0.00	0	0.00	0.00	(1.08)
6	Mahesh Jhawar Huf	57300	1.18	0.00	0	0.00	0.00	(1.18)
7	Mukul Vinod Jhawar	77000	1.58	0.00	0	0.00	0.00	(1.58)
8	Rahul Mahesh Jhawar	78900	1.62	0.00	78900	1.62	0.00	0.00
9	Ramautar Jhawar Huf	118800	2.44	0.00	0	0.00	0.00	(2.44)
10	Dhanlaxmi Export Fabric LLP	140000	2.87	0.00	0	0.00	0.00	(2.87)
11	Mahesh S. Jhawar	174900	3.59	0.00	1823765	37.44	0.00	33.85
12	Vinod Sohanlal Jhawar	182800	3.75	0.00	0	0.00	0.00	(3.75)
13	Laxmi M. Jhawar	222905	4.59	0.00	1291290	26.51	0.00	21.92
14	Vandana Vinod Jhawar	232895	4.78	0.00	0	0.00	0.00	(4.78)
15	Jasoda Tracon LLP	239600	4.92	0.00	0	0.00	0.00	(4.92)
16	Vinit R Jhawar	377950	7.76	0.00	0	0.00	0.00	(7.76)
17	Ramautar S. Jhawar	497115	10.20	0.00	100	0.00	0.00	(10.20)

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## **DHANLAXMI COTEX LIMITED** 

|18|Kamala Ramautar Jhawar|508300|508300|10.43|10.43|0.00|0.00|0|0.00|0.00||0.00|(10.43)|(10.43)|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
||**TOTAL**|**3059165**||**62.80**||**0.00**||**3194055**|**65.57**|||**0.00**|**2.77**||
||||||||||||||||
|**iii.   **|**Change in Promoters’ Shareholding as**|||**on the F.Y. Ended on**||||**31-03-2020**|||||||
|**Sr.**<br>**No.**|**Name**||**Shareholding**||||**Date**|**Increase/**<br>**Decrease in**<br>**Shareholding**||**Reason**||**Cumulative**<br>**Shareholding**<br>**during theyear**|||
||||**No. of Shares**<br>**at the**<br>**Beginning**<br>**31.03.2019**||**% total**<br>**Shares**<br>**of the Co.**|||||||**No. of**<br>**Shares at**<br>**the end**<br>**31.03.2020**||**% total**<br>**Shares**<br>**of the**<br>**Co.**|
|1|Lalit Vinod Jhawar||100||0.00||20.09.2019|(100)||Sell||0||0.00|
|2|Sohanlal Jhawar Huf||20000||0.41||20.09.2019|(20000)||Sell||0||0.00|
|3|Vinod Jhawar Huf||25800||0.53||20.09.2019|(25800)||Sell||0||0.00|
|4|Sohanlal Jhawar Family||52300||1.07||20.09.2019|(52300)||Sell||0||0.00|
|5|Ramautar<br>Jhawar<br>(Jamnadevi<br>Jhawar FamilyTrust)||52500||1.08||20.09.2019|(52500)||Sell||0||0.00|
|6|Mahesh Jhawar Huf||57300||1.18||20.09.2019|(57300)||Sell||0||0.00|
|7|Mukul Vinod Jhawar||77000||1.58||20.09.2019|(77000)||Sell||0||0.00|
|8|Rahul Mahesh Jhawar||78900||1.62||20.09.2019|-||-||78900||1.62|
|9|Ramautar Jhawar Huf||118800||2.44||20.09.2019|(118800)||Sell||0||0.00|
|10|Dhanlaxmi Export Fabric LLP||140000||2.87||20.09.2019|(140000)||Sell||0||0.00|
|11|Mahesh S. Jhawar||174900||3.59||20.09.2019|1648865||-||1823765||37.44|
|12|Vinod Sohanlal Jhawar||182800||3.75||20.09.2019|(182800)||Sell||0||0.00|
|13|Laxmi M. Jhawar||222905||4.59||20.09.2019|1068385||-||1291290||26.51|
|14|Vandana Vinod Jhawar||232895||4.78||20.09.2019|(232895)||Sell||0||0.00|
|15|Jasoda Tracon LLP||239600||4.92||20.09.2019|(239600)||Sell||0||0.00|
|16|Vinit R Jhawar||377950||7.76||20.09.2019|(377950)||Sell||0||0.00|
|17|Ramautar S. Jhawar||497115||10.20||20.09.2019|(497015)||-||100||0.00|
|18|Kamala Ramautar Jhawar||508300||10.43||20.09.2019|(508300)||Sell||0||0.00|



|**iv. Shareholding Pattern of top ten**<br>**GDRS & ADRS)**|**iv. Shareholding Pattern of top ten**<br>**GDRS & ADRS)**|**Shareholders (Other than Directors, Promoters & Holders of**|**Shareholders (Other than Directors, Promoters & Holders of**|**Shareholders (Other than Directors, Promoters & Holders of**|**Shareholders (Other than Directors, Promoters & Holders of**|**Shareholders (Other than Directors, Promoters & Holders of**|
|---|---|---|---|---|---|---|
||<br>**GDRS & ADRS)**||||||
|**Sr.**<br>**No.**|Shareholders Name|**Shareholding at the**<br>**beginning of the year**<br>**01/04/2019**||**Cumulative Shareholding**<br>**during the year 31/03/2020**||**Type of**<br>**Transaction**|
|||**No. of**<br>**Shares**|**% of Total**<br>**Shares of the**<br>**Co.**|**No. of**<br>**Shares**|**% change in**<br>**shareholding**<br>**during theyear**||
|**1**|**ESKAY NIRYAT PVT LTD**|529540|10.87%|529540|10.87%|N.A.|
||Shares Bought duringtheyear|-|-|529540|10.87%||
||Shares Sold Duringtheyear|-|-|529540|10.87%||
||Closingbalance|529540|10.87%|529540|10.87%||
|**2**|**NIDHI AGRO PVT LTD**|240000|4.93%|240000|4.93%|N.A.|
||Shares Bought duringtheyear|-|-|240000|4.93%||
||Shares Sold Duringtheyear|-|-|240000|4.93%||
||Closingbalance|240000|4.93%|240000|4.93%||
|**3**|**PANKAJ SARDA HUF**|0|0.00%|0|0.00%|Bought|
||Shares Bought during the year<br>30.08.2019|220250|4.52%|220250|4.52%||
||Shares Sold Duringtheyear|-|-|220250|4.52%||
||Closingbalance|220250|4.52%|220250|4.52%||
|**4**|**AJAY MULTI PROJECTS LTD**|141695|2.91%|141695|2.91%|Sold|
||Shares Bought duringtheyear|-|-|141695|2.91%||
||Shares Sold During the year<br>05.04.2019<br>12.04.2019<br>28.06.2019<br>05.07.2019|110<br>45<br>100<br>141440|2.91%<br>2.91%<br>2.91%<br>0.00%|141585<br>141540<br>141440<br>0|2.91%<br>2.91%<br>2.91%<br>0.00%||
||Closingbalance|0|0.00%|0|0.00%||
|**5**|**AMIT R SEHGAL**|73200|1.50%|73200|1.50%|N.A.|
||Shares Bought duringtheyear|-|-|73200|1.50%||
||Shares Sold Duringtheyear|-|-|73200|1.50%||
||Closingbalance|73200|1.50%|73200|1.50%||



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## **DHANLAXMI COTEX LIMITED** 

|**6**|**RAMGOPAL SOMANI**||0|0.00%|0.00%|0|0|0.00%|0.00%|Bought|
|---|---|---|---|---|---|---|---|---|---|---|
||Shares Bought during the year<br>25.10.2019||35850|0.74%||35850||0.74%|||
||Shares Sold Duringtheyear||35850|0.74%||35850||0.74%|||
||Closingbalance||35850|0.74%||35850||0.74%|||
|**7**|**SHRIVALLABH BHARADIA**||5000|0.10%||5000||0.10%||Bought|
||Shares Bought during the year<br>26.07.2019<br>09.08.2019<br>16.08.2019||19000<br>6000<br>3000|0.39%<br>0.13%<br>0.06%||24000<br>30000<br>33000||0.49%<br>0.62%<br>0.68%|||
||Shares Sold Duringtheyear||-|-||33000||0.68%|||
||Closingbalance||33000|1.48%||33000||0.68%|||
|**8**|**INDER KUMAR JAIN**||18000|0.37%||18000||0.37%||Sold|
||Shares Bought duringtheyear||-|-||18000||0.37%|||
||Shares Sold During the year<br>30.08.2019||18000|-<br>0.37%||0||0.00%|||
||Closingbalance||0|0.00%||0||0.00%|||
|**9**|**MANOJKUMAR ANANDILAL SARDA HUF**||0|0.00%||0||0.00%||Bought|
||Shares Bought during the year<br>25.10.2019||17000|0.35%||17000||0.35%|||
||Shares Sold Duringtheyear||-|-||17000||0.35%|||
||Closingbalance||17000|0.35%||17000||0.35%|||
|**10**|**SPECTRUM EQUITY FUND LTD.**||15200|0.31%||15200||0.31%||Sold|
||SharesBought during the year||-|-||15200||0.31%|||
||Shares Sold During the<br>30.08.2019||15000|0.31%||0||0.00%|||
||Closingbalance||0|0.00%||0||0.00%|||
||||||||||||
|**v. **|**Shareholding Pattern of Directors and**||**Key Managerial Personnel**||||||||
|**Sr.**<br>**No.**|**Shareholders Name**||**Shareholding at the beginning**<br>**of theyear 01/04/2019**||||**Cumulative Shareholding during**<br>**theyear 31/03/2020**||||
||||**No. of**<br>**Shares**||**% of Total**<br>**Shares of the Co.**||**No. of**<br>**Shares**||**% of Total**<br>**Shares of the Co.**||
|1|Mr. Ramautar S. Jhawar<br>(Managing Director) (Regn w.e.f. 14.11.2019)||4,97,015||10.20%||100||0.00||
|2|Mr. Mahesh S. Jhawar<br>(WholeTimeDirector)||29,300||0.60%||29,300||0.60%||
|3|Mrs. Kamala Jhawar<br>(Non- ExecutiveDirector) (Regn w.e.f. 14.11.2019)||0||0.00||0||0.00||
|4|Mrs. Laxmi Sohanlal Jhawar<br>(Non- ExecutiveDirector) (Apptw.e.f. 14.11.2019)||222905||4.59%||12,91,290||26.51%||
|5|Mr. Gopal Mohta<br>(IndependentDirector) (Regn w.e.f. 14.11.2019)||0||0.00||0||0.00||
|6|Mrs. Niyati Ketan Shah<br>(Independent Director) (Appt w.e.f. 09.08.2019)||0||0.00||0||0.00||
|7|Mr. Rahul Mahesh Jhawar<br>(Non-Executive Director) (Appt w.e.f. 09.08.2019)||78,900||1.62%||78,900||1.62%||
|8|Mr. Natwar Nagarmal Agarwal<br>(Independent Director) (Appt w.e.f. 09.07.2018)||0||0.00||0||0.00||
|9|Mr. Arpit Tibrewala<br>(Independent Director) (Appt w.e.f. 07.02.2020)||0||0.00||0||0.00||
|10|Mr. Chandra Kishore Bohra<br>(Chief Financial Officer) (Regn w.e.f. 14.11.2019)||0||0.00||0||0.00||
|11|Mr. Ganesh Singh<br>(Chief Financial Officer) (Appt w.e.f. 14.11.2019)||0||0.00||0||0.00||
|12|Ms. Konika Shah<br>(Company Secretary) (Regn w.e.f 28.11.2019)||0||0.00||0||0.00||
|13|Ms. Khyati Modi<br>(Company Secretary) (Appt w.e.f 28.05.2020)||0||0.00||0||0.00||



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```<br>DHANLAXMI COTEX LIMITED<br>vi. Indebtedness of the company including interest Outstanding / Accrued but not due for Payment<br>Secured Loans Unsecured Loans Deposits Total<br>excluding deposits Indebtedness<br>Indebtness at the beginning of the financial year<br>i) Principal Amount - - - -<br>ii) Interest due but not paid - - - -<br>iii) Interest accrued but not due - - - -<br>Total (I+II+III) - - - -<br>Change in Indebtedness during the financial year<br>Additions - 25,00,000 - 25,00,000<br>Reduction - - - -<br>Net Change - 25,00,000 - 25,00,000<br>Indebtedness at the end of the financial year<br>i) Principal Amount - 25,00,000 - 25,00,000<br>ii) Interest due but not paid - - - -<br>iii) Interest accrued but not due - - - -<br>Total (I+II+III) - 25,00,000 - 25,00,000<br>vii. Remuneration of Directors and Key Managerial Personnel<br>(A) Remuneration to Managing Director, Whole time Directors and/or Manager:<br>Sr. Particulars of Remuneration Ramautar S. Jhawar Mahesh S. Jhawar Total<br>No.  (Managing Director)  (Whole Time Director) Amount<br>(Regn-14.11.2019)<br>1 Gross salary - 50,00,000/- 50,00,000/-<br>a Salary as per provisions contained in section 17(1) of  - 50,00,000/- 50,00,000/-<br>the I.T. Act, 1961<br>b Value of perquisites u/s 17(2) Income-Tax Act, 1961 - - -<br>c Profits in lieu of salary under section 17(3) I.T. Act,  - - -<br>1961<br>2 Stock Option - - -<br>3 Sweat Equity - - -<br>4 Commission - - -<br>- as % of profit<br>- others, specify…<br>5 Others, please specify – Sitting Fee - - -<br>Total (A) - 50,00,000/- 50,00,000/-<br>Ceiling as per the Act - - -<br>(B) Remuneration to Other Directors:<br>Sr. Particulars of Remuneration Gopal  Jayashree  Kamala  Rahul  Laxmi  Natwar  Nikita  Arpit<br>No.  Mohta  Iyer  Jhawar  Jhawar  Jhawar  Agarwal  Shah  Tibrewala<br>1 Independent Directors<br>- - - - -<br>Fee for attending Board committee  2,000 2,000 2,000<br>meetings<br>Commission<br>Others  (Fee  for  attending<br>Independent Directors meeting)<br>Total (1)<br>2 Other Non-Executive Directors<br>- - - - - -<br>Fee for attending Board committee  4,000 2,000<br>meetings<br>Commission<br>Others, please specify<br>Total (2)<br>Total (B)=(1+2)<br>Total Managerial Remuneration 2,000 2,000 4,000 2,000 - - 2,000 -<br>(C) Remuneration to Key Managerial Personnel other than MD/ WTD/ Manager<br>Sr. Particulars Of Remuneration Mr. Chandra  Mr. Ganesh  Ms. Konika  Total<br>No. Kishore Bohra  Singh  Shah  Amount<br>(CFO)  (CFO)  (CS)<br>Regn – 14.11.19  Appt – 14.11.19  Regn – 28.11.19<br>1 Gross salary 1,54,000 1,80,000 1,12,500 4,46,500<br>a Salary as per provisions contained in  1,54,000 1,80,000 1,12,500 4,46,500<br>section 17(1) of the I.T. Act, 1961<br>b Value of  perquisites u/s 17(2) I.T. Act, - - -<br>34 [th] ANNUAL REPORT 2019-20 24 | P a g e<br>**----- End of picture text -----**<br>


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```<br>DHANLAXMI COTEX LIMITED<br>1961<br>c Profits in lieu of salary under section  - - -<br>17(3) Income- tax Act, 1961<br>2 Stock Option - - -<br>3 Sweat Equity - - -<br>4 Commission - - -<br>- as % of profit - - -<br>- Others, specify… - - -<br>5 Others, please specify - - - -<br>Total 1,54,000 1,80,000 1,12,500 4,46,500<br>viii. Penalties/Punishments/Compounding of Offences<br>Type Section of the  Brief  Details of Penalties/  Authority (RD/  Appeal<br>Companies   Description  Punishment/  NCLT/Court)  made, if any<br>Act  Compounding fees  (give details)<br>imposed<br>COMPANY<br>Penalty None<br>Punishment<br>Compounding<br>DIRECTORS<br>Penalty None<br>Punishment<br>Compounding<br>OTHER OFFICERS IN DEFAULT<br>Penalty None<br>Punishment<br>Compounding<br>By Order of the Board of Directors<br>Sd/-  Sd/-<br>Mahesh S. Jhawar  Rahul M. Jhawar<br>(Whole Time Director)  (Director)<br>DIN: 00002908  DIN: 07590581<br>Place: Mumbai<br>Date: 05/09/2020<br>34 [th] ANNUAL REPORT 2019-20 25 | P a g e<br>**----- End of picture text -----**<br>


``` **DHANLAXMI COTEX LIMITED Annexure - D Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo, Etc.** Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transaction under third proviso thereto. 

**(A) Conservation of energy** (i) The steps taken or impact on conservation of energy The operations of your company are not energy intensive; however adequate measures have been taken to reduce energy consumption. : NA (ii) The steps taken by the company for utilizing alternate sources All efforts are made to use more natural lights in office of energy premises to optimize the consumption of energy. : NA (iii) The capital investment on energy conservation equipment’s Nil **(B) Technology absorption:** (i) The efforts made towards technology absorption N.A (ii) The benefits derived like product improvement, cost N.A reduction, product development or import substitution (iii) In case of imported technology (imported during the last three N.A years reckoned from the beginning of the financial year) (iv) The expenditure incurred on research and development Nil **(C) Foreign exchange earnings and outgo. Nil The detail of the same is given in notes of accounts.** 

**By Order of the Board of Directors** 

**Sd/Sd/Mahesh S. Jhawar Rahul M. Jhawar (Whole Time Director) (Director) DIN: 00002908 DIN: 07590581 Place: Mumbai Date: 05/09/2020** 

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## **DHANLAXMI COTEX LIMITED** 

**ANNEXURE -** 

## CORPORATE GOVERNANCE REPORT 

The Company’s philosophy on corporate governance is to attain high level of transparency and accountability in the functioning of the Company and in its relationship with employees, shareholders, creditors, lenders and ensuring high degree of regulatory compliances. The Company also believes that its systems and procedures will enhance corporate performance and maximize shareholder value in the long term. The Company is in compliance with the Corporate Governance norms stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the period from 1st April, 2019 to 31st March, 2020. 

## **BOARD OF DIRECTORS:** 

As on 31st March, 2020, the Company’s Board of Directors comprised of 6 (Six) directors of which THREE are Non- Executive Independent Directors and TWO is Non-Executive Director and ONE is Executive Director i.e. Mr. Mahesh Jhawar is the Whole Time Director. The Board also met the requirement of Woman Director as prescribed under Listing Regulations, 2015. The Board also met the requirement of Woman Director as prescribed under Listing Regulations, 2015. 

The Board has received confirmation from the Non- Executive and Independent Directors that they qualify to be considered as independent as per the definition of ‘Independent Director’ stipulated in Regulation 16(1)(b) of the  Listing Regulations and Section 149(6) of the Companies Act, 2013 (hereinafter called “the Act”). 

None of the Directors hold directorships in more than 20 companies. Further, any individual director’s directorships in public companies do not exceed 10. None of the Directors is serving as a member of more than ten committees or as the Chairman of more than five committees across all the public companies of which he is a Director. 

The number of directorships and committee Chairmanships/Memberships held by the Directors in other public companies as on March 31, 2020 are given below. 

## **COMPOSITION OF BOARD AS ON 31ST MARCH, 2020** 

|**Sr.**<br>**No.**|**Name of Director**|**Designation**|**No. of Other**<br>**Directorship**|**No. of equity**<br>**shares held**<br>**in Co.**|**Member/ Chairperson**<br>**of the committee**|**Member/ Chairperson**<br>**of the committee**|
|---|---|---|---|---|---|---|
||||||**Member**|**Chairman**|
|1|Mr. Mahesh Jhawar|WTD & Chairman|1|18,23,765|-|-|
|2|Mr. Rahul Jhawar|Non-Executive Director|0|78,900|2|1|
|3|Mrs. Laxmi Jhawar|Non-Executive Director|0|12,91,290|-|-|
|4|Mr. Natwar Nagarmal Agarwal|Independent Director|0|-|2|1|
|5|Ms. Niyati Ketan Shah|Independent Director|0|-|2|-|
|6|Mr. Arpit Tibrewala|Independent Director|0|-|2|-|



Directorships mentioned as above do not include directorships of Private Limited Companies, Companies under Section 8 of the Act and of companies incorporated outside India. 

Positions in only the Audit Committee and Stakeholders’ Relationship Committee are considered for the purpose of reckoning the number of Chairmanships and Memberships held by the Directors. 

None of the Non-Executive Independent Directors has any material pecuniary relationship or transactions with the Company, other than the commission and sitting fees received by them for attending the meetings of the Board and its Committee(s) and professional fees received by the firm in which a Director is a partner. 

## **BOARD MEETINGS:** 

The Company holds at least four Board meetings in a year, one in each quarter, inter-alia, to review the financial results of the Company. The Company also holds additional Board Meetings to address its specific requirements, as and when required. All the decisions and urgent matters approved by way of circular resolutions are placed and noted at the subsequent Board meeting. 

The Company circulates the agenda along with comprehensive notes well in advance before each meeting which, inter-alia, includes the following: 

- Quarterly/Half Yearly/Annual financial results of the Company. 

- Minutes of various committees of the Board. 

- Regulatory notices/judgment/order being material in nature. 

- Approvals on the sale of investments/assets of material nature etc. 

During the financial year 2019-2020, 6 (Six) Board Meetings were held. The maximum gap between two Board meetings was less than one hundred and twenty days. 

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DHANLAXMI COTEX LIMITED

The Board Meetings were held on 29/05/2019, 17/06/2019, 09/08/2019, 14/11/2019, 21/12/2019 and 13/02/2020.

The details of the attendance of the Board of Directors at the Board Meetings and the last Annual General Meeting (AGM) are as detailed herein below:

Name of the Directors	No. of Board Meetings held	Entitlement to attend	No. of Board Meetings attended	Whether last AGM attended
Mr. Mahesh Jhawar	6	6	6	Yes
Mr. Rahul Jhawar *	6	4	4	Yes
Mrs. Laxmi Jhawar !	6	3	3	Yes
Mr. Natwar Nagarmal Agarwal	6	6	6	Yes
Ms. Niyati Ketan Shah *	6	4	4	No
Mr. Arpit Tibrewala$	6	1	-	N.A
Mr. Ramautar S. Jhawar@	6	4	4	Yes
Mr. Gopal Mohta@	6	4	2	Yes
Ms. Jayashree Iyer #	6	3	1	Yes
Mrs. Kamala Jhawar@	6	4	3	Yes
Note: Resigned w.e.f. #31.07.2019, @14.11.2019	Appointed w.e.f. * 09.08.2019, ! 14.11.2019, $ 07.02.2020

EVALUATION OF INDEPENDENT DIRECTORS AND BOARDS PERFORMANCE

The Board evaluated each of Independent Directors participation in the Board and their vast experience, expertise and contribution to the Board and Company. Each and every related party transaction is very well scrutinized and checks were made so that the Company is a beneficiary.

SEPARATE MEETING OF INDEPENDENT DIRECTOR

The meeting of Independent Directors was scheduled on 28[th] March, 2020 but due to lockdown meeting could not be held in person and company had availed the exemption grated by MCA vide its General circular No. 11/2020 dated 24[th] March, 2020 Viz. Special Measures under Companies Act, 2013 (CA-2013) and Limited Liability Partnership Act, 2008 in view of COVID-19 outbreak.

However it was noted that the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors; and the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

FAMILIARIZATION PROGRAM

The Company has taken up the initiative to familiarize the 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 detail of such familiarization program has been disclosed on the company’s website.

DETAILS OF DIRECTOR APPOINTED AND RE-APPOINTED DURING THE YEAR:

The details of Director re-appointed in the ensuing Annual General Meeting has been given in the ‘Notice’ calling the 28th Annual General Meeting of the Company.

CODE OF CONDUCT

The Company has framed and adopted a Code of Conduct, which is applicable to all the directors and members of the senior management in terms of Regulation 17(5)(a) of SEBI (LODR) Regulations, 2015. The said code, lays the general principles designed to guide all directors and members of the senior management in making ethical decisions. All the Directors and members of the senior management have confirmed their adherence to the provisions of the said code.

PRESENT DIRECTORSHIP IN OTHER COMPANIES AND COMMITTEE POSITION INCLUDING DHANLAXMI COTEX LIMITED)

Name of Director(s)	No. of Directorship held in Public Cos. (Incl. DCL)	Directorship held in Public Listed Companies and Committee Position(s)	Directorship held in Public Listed Companies and Committee Position(s)	Directorship held in Public Listed Companies and Committee Position(s)
		Name of the Company	Listed or Unlisted	Name of Committee(s) and Designation
Mr. Mahesh Jhawar	2	Dhanlaxmi Cotex Ltd (WTD & Chairman) Dhanlaxmi Fabrics Ltd (Director)	Listed Listed	-
Mrs. Laxmi Jhawar	1	Dhanlaxmi Cotex Ltd (Non-Executive Director)	Listed	-

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```
DHANLAXMI COTEX LIMITED
Mr. Rahul Jhawar 1 Dhanlaxmi Cotex Ltd Listed AC - Member
(Non-Executive Director) SRC - Chairman
NRC - Member
Mr. Natwar Nagarmal Agarwal 1 Dhanlaxmi Fabrics Ltd Listed AC - Chairman
(Independent Director) SRC - Member
NRC - Chairman
Ms. Niyati Ketan Shah 1 Dhanlaxmi Fabrics Ltd Listed AC - Member
(Independent Director) SRC - Member
NRC - Member
Mr. Arpit Tibrewala 1 Dhanlaxmi Fabrics Ltd Listed AC - Member
(Independent Director) SRC – Member
NRC - Member
It does not include Alternate Directorship, Directorship in foreign companies, companies registered under Section 8 of the
Companies Act, 2013 and private limited companies.
SKILL/ EXPERTISE/ COMPETENCE OF THE BOARD OF DIRECTORS
The Board comprises qualified members who bring in the required skill, competence and expertise that allow them to make
effective contribution to the Board and its Committees.
The table below summarizes the list of core skills/expertise/competencies identified by the Board of Directors desired in the
context of the business(es) and sector(s) of the Company for it to function effectively and those actually available with the Board:
Skill area Description No. of Directors
having particular
skills
Financials Knowledge and understanding in Accounts, Finance, Banking, Auditing and Financial 5
Control System
Leadership Ability to understand organization, processes, strategic planning and risk management, 6
and Strategic experience in developing talent, succession planning and driving change and long term
Planning growth.
Legal and Ability to protect shareholders’ interests and observe appropriate governance 5
Governance practices. Monitor risk and compliance management system including legal framework.
Corporate Experience in developing good governance practices, serving the best interests of all 6
Governance stakeholders, maintaining board and management accountability building long-term
effective stakeholder engagements and driving corporate ethics and values.
COMMITTEES OF THE BOARD:
The Board Committees focus on specific areas mentioned in their terms of reference and make informed decisions within the
authority delegated to them. Each Committee of the Board is guided by its terms of reference. The Committees also make specific
recommendations to the Board on various matters required. All observations, recommendations and decisions of the
Committees are placed before the Board for its information or approval. All the minutes of committee meetings are placed before
the Board for its noting. For better Corporate governance mechanism & robust flow of information between Executive and
Independent Directors of the Company It has decided by the Board that only Independent Directors of the Board Member shall
become a member of Board Committee/s and Chairman of such Committee/s.
The Company has following Committees of the Board namely Audit committee, Nomination and Remuneration committee,
Stakeholder’s Relationship Committee which enables the Board to deal with specific areas / activities that need a closer review
and to have an appropriate structure to assist in the discharge of their responsibilities. The Board Committees meet at regular
intervals and ensure to perform the duties and functions as entrusted upon them by the Board.
The terms of reference for each committee have been clearly defined by the Board. The minutes of the meetings and the
recommendation, if any, of the committees are submitted to the Board for their consideration and approval.
The Company has following Committees of Board of the Board.
Committees Constituted
Audit Committee Nomination & Remuneration Committee Stakeholder & Investor Grievance Committee
Mr. Natwar Agarwal (Chairman) Mr. Natwar Agarwal (Chairman) Mr. Rahul Jhawar (Chairman)
Mr. Arpit Tibrewala (Member) Mr. Arpit Tibrewala (Member) Mr. Natwar Agarwal (Member)
Mr. Niyati Shah (Member) Mr. Niyati Shah (Member) Mr. Arpit Tibrewala (Member)
Mr. Rahul Jhawar (Member) Mr. Rahul Jhawar (Member) Mr. Niyati Shah (Member)
34 [th] ANNUAL REPORT 2019-20 29 | P a g e
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```
DHANLAXMI COTEX LIMITED
AUDIT COMMITTEE AT GLANCE:
In order to align with the provisions of Section 177 of the Companies Act, 2013 and Listing Regulation with the Stock Exchanges.
The terms of reference of the Audit Committee includes the following:
SCOPE AND FUNCTION:
The Broad terms of reference of the Audit Committee, inter alia, include:
The terms of reference of the Committee are aligned with the terms of reference provided under Section 177 of the Companies
Act, 2013 and Para B of Part D of Schedule II of the Listing Regulations. Viz:
a) Overseeing the Company’s financial reporting process and disclosure of financial information to ensure that the
financial Statements are correct, sufficient and credible;
b) Recommending the appointment and removal of the external Auditors, fixation of Audit fee and approval for payment
of any other services;
c) Reviewing with management the Annual financial Statements before submission to the Board;
d) Reviewing with the management and external Auditors, the adequacy of internal control systems;
e) Reviewing the adequacy of Cost Audit function;
f) Discussing with Cost Auditors any significant findings and follow up on such issues; vii. discussing with the external
Auditors before the Audit commences on the nature and scope of Audit, as well as having post Audit discussion to
ascertain the area of concern, if any;
g) Reviewing the Company’s financial and risk management policies; and
h) Examining reasons for substantial default in the payment to Shareholders (in case of non-payment of declared
dividends) and creditors, if any
i) To review the utilization of loans and/ or advances from/investment by the holding company in the subsidiary
exceeding rupees 100 crores or 10% of the asset size of the subsidiary, whichever is lower including existing loans /
advances / investments existing as on the date of coming into force of this provision.
COMPOSITION
Name of the Directors No. of Entitlement No. of Meetings
Meetings held to attend attended
Mr. Gopal Mohta @ 4 3 3
Ms. Jayashree Iyer # 4 1 1
Mr. Natwar Nagarmal Agarwal 4 4 4
Ms. Niyati Ketan Shah * 4 3 3
Mr. Rahul Jhawar * 4 3 3
Mr. Arpit Tibrewala $ 4 1 1
Note: Resigned w.e.f. #31.07.2019, @14.11.2019 | Appointed w.e.f. * 09.08.2019, and $ 07.02.2020
Total (4) Four Audit committee meetings were held during the year and the gap between two meetings did not exceed four
months. The dates on which the said meetings were held are as follows: 27/05/2019, 09/08/2019, 14/11/ 2019, and
13/02/2020. The necessary quorum was present for all the meetings.
NOMINATION AND REMUNERATION COMMITTEE AT GLANCE:
During the year under review, the terms of reference of Nomination and Remuneration Committee were expanded in order to
align them with the provisions of Section 178 of the Companies Act, 2013 and the Listing Regulations.
The composition of this Committee is in compliance with the requirements of Section 178 of the Companies Act, 2013 Para- A of
Part D of Schedule II of the Listing Regulations and Regulation 19 of the Listing Regulations.
1 To formulate criteria for evaluation and evaluate the performance of every director, including the Independent
Directors;
2 To identify and recommend to the Board, in accordance with the criteria as laid down, appointment/
reappointment/removal of the Executive /Non– Executive Directors and the senior management of the Company;
3 Recommend to the board appointment of key managerial personnel (“KMP” as defined by the Act) and executive team
members of the Company (as defined by this committee).
4 Carry out evaluation of every director’s performance and support the board and independent directors in evaluation of
the performance of the board, its committees and individual directors.
5 This shall include “formulation of criteria for evaluation of independent directors and the Board”
6 On an annual basis, recommend to the board the remuneration payable to the directors and oversee the remuneration
to executive team or key managerial personnel of the Company.
7 To monitor and handle any other matter relating to framing/administration of SEBI (Employee Stock Option Scheme
and Employee Stock Purchase Scheme Guidelines, 1999 or any amendments thereof;
8 Any other function as may be mandated by the Board or stipulated by the Companies Act, 2013, SEBI, Stock Exchanges
or any other regulatory authorities from time to time.
9 Performing such other duties and responsibilities as may be consistent with the provisions of the committee charter.
34 [th] ANNUAL REPORT 2019-20 30 | P a g e
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## **DHANLAXMI COTEX LIMITED** 

10 Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria lay down, and recommend to the Board their appointment and removal. The company shall disclose the remuneration policy and the evaluation criteria in its Annual Report. 

## **COMPOSITION** 

|**Name of the Directors**|**No. of**<br>**Meetings held**|**Entitlement**<br>**to attend**|**No. of Meetings**<br>**attended**|
|---|---|---|---|
|Mr. Gopal Mohta@|4|3|3|
|Ms. Jayashree Iyer #|4|1|1|
|Mr. Natwar Nagarmal Agarwal|4|4|4|
|Ms. Niyati Ketan Shah *|4|3|3|
|Mr. Rahul Jhawar *|4|3|3|
|Mr. Arpit Tibrewala$|4|1|1|



**Note: Resigned w.e.f. #31.07.2019, @14.11.2019 | Appointed w.e.f.  * 09.08.2019, and $ 07.02.2020** 

Total (4) Four NRC meetings were held during the year. The dates on which the said meetings were held are as follows: 17/06/2019, 09/08/2019, 14/11/ 2019, and 13/02/2020. The necessary quorum was present for all the meetings. 

## **REMUNERATION PAID TO DIRECTORS DURING THE PERIOD ENDED 31[ST] MARCH, 2020:** 

|Name of Directors|**Salary**|**Commission**|**Sitting**<br>**Fees**|**Contribution**<br>**to Various**<br>**Funds**|**Total**|
|---|---|---|---|---|---|
|Mr. Mahesh Jhawar|50,00,000|-|6,000/-|-|50,06,000/-|
|Mr. Rahul Jhawar *|-|-|2,000/-|-|2,000/-|
|Mrs. Laxmi Jhawar !|-|-|-|-|-|
|Mr. Natwar Nagarmal Agarwal|-|-|-|-|-|
|Ms. Niyati Ketan Shah *|-|-|2,000/-|-|2,000/-|
|Mr. Arpit Tibrewala$|-|-|-|-|-|
|Mr. Ramautar S. Jhawar@|10,00,000|-|-|-|10,00,000/-|
|Mr. Gopal Mohta@|-|-|2,000/-|-|2,000/-|
|Ms. Jayashree Iyer #|-|-|2,000/-|-|2,000/-|
|Mrs. Kamala Jhawar@|-|-|4,000/-|-|4,000/-|



**Note: Resigned w.e.f. #31.07.2019, @14.11.2019 | Appointed w.e.f.  * 09.08.2019, ! 14.11.2019, $ 07.02.2020** 

## **STAKEHOLDERS’ RELATIONSHIP COMMITTEE AT GLANCE:** 

## **TERMS OF REFERENCE:** 

In terms of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board re-named the then “Investors’ Grievance Committee” as the “Stakeholders’ Relationship Committee”. The remit of the Committee is to consider and resolve the grievances of the security holders of the Company, including complaints relating to transfer and transmission of securities, nonreceipt of dividends, and such other grievances as may be raised by the security holders from time to time. 

The Stakeholders’ Relationship Committee met 4 times during the financial year 27/05/2019, 09/08/2019, 14/11/ 2019, and 13/02/2020. 

## **COMPOSITION** 

|**Name of the Directors**|**No. of**<br>**Meetings held**|**Entitlement**<br>**to attend**|**No. of Meetings**<br>**attended**|
|---|---|---|---|
|Mr. Gopal Mohta@|4|3|3|
|Ms. Jayashree Iyer #|4|1|1|
|Mr. Natwar Nagarmal Agarwal|4|4|4|
|Mr. Mahesh Jhawar #|4|1|1|
|Mrs. Kamala Jhawar@|4|3|3|
|Ms. Niyati Ketan Shah *|4|3|3|
|Mr. Rahul Jhawar *|4|3|3|
|Mr. Arpit Tibrewala$|4|1|1|



**Note: Resigned w.e.f.  #31.07.2019, @14.11.2019 | Appointed w.e.f.  * 09.08.2019, and $ 07.02.2020** 

## **Details of investor complaints received and redressed during the year 2019-20 are as follows:** 

|**Opening Balance**|**Received during the year**|**Resolved during the year**|**Closing Balance**|
|---|---|---|---|
|0|0|0|0|



**34[th] ANNUAL REPORT 2019-20** 

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DHANLAXMI COTEX LIMITED

DISCLOSURES:

During the period, there were no transactions materially significant with Company’s promoters, directors or management or subsidiaries or their relatives that may have potential conflict with the interests of the Company at large.

DETAILS OF NON-COMPLIANCE BY THE COMPANY, PENALTIES AND STRICTURES IMPOSED ON THE COMPANY BY STOCK EXCHANGES OR SEBI, OR ANY STATUTORY AUTHORITIES, ON ANY MATTER RELATED TO CAPITAL MARKETS DURING LAST THREE YEARS: NIL

LISTING:

The Company’s Shares are listed during the year on Bombay Stock Exchange; the Company has paid the Listing Fees for F.Y. 2020-2021.

DETAILS OF SUBSIDIARY AND ASSOCIATE COMPANIES:

The Company does not has Subsidiary and Associates Company.

PREVENTION OF INSIDER TRADING:

The Company has adopted an Insider Trading Policy to regulate, monitor and report trading by insiders under the SEBI (Prevention of Insider Trading) Regulation, 2015 and the same is available on the Company’s website http://dcl.net.in/pdf/policies/insider_trading.pdf. This policy also includes practices and procedures for fair disclosures of unpublished price-sensitive information, initial and continual disclosures.

CEO AND CFO CERTIFICATION:

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO and CFO certification is provided in this Annual Report.

OTHER DISCLOSURES:

Particulars Legal requirement	Details	Website link for details/policy
Related Party Transactions Regulation 23 of SEBI Listing Regulations and as defined under the Act Whistle Blower Policy and Vigil Mechanism Regulation 22 of SEBI Listing Regulations	There were no material significant related party transactions during the year that have conflict with the interest of the Company. Transactions entered into with related parties during the financial year were in the ordinary course of business and at arm’s length basis and were approved by the Audit Committee. The Board’s approved policy for related party transactions is uploaded on the website of the Company. (Related Party Transaction Policy). The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees to report concerns about unethical behavior. No person has been denied access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the Company (Whistle Blower Policy).	http://dcl.net.in/pdf/polic ies/Related%20Party%20 Transactions.pdf http://dcl.net.in/pdf/polic ies/Whistle%20Blower%2 0Policy.pdf
Subsidiary Companies Regulation 24 of SEBI Listing Regulations	The Audit Committee reviews the quarterly financial statements of the Company. The Company does not have any material unlisted Indian subsidiary company. The Company has a policy for determining material subsidiaries which is disclosed on itswebsite (MaterialSubsidiary).	http://dcl.net.in/pdf/polic ies/Material%20Subsidary .pdf
Policy on determination of materiality for disclosures Regulation 23 of SEBI Listing Regulations	The Company has adopted a policy on determination of materiality of events for disclosures (Determining Materiality of Events).	http://dcl.net.in/pdf/polic ies/policy_dms.pdf
Policy on archival and preservation of documents Regulation 9 of SEBI Listing Regulations	The Company has adopted a policy on archival and preservation of documents (Preservation of Documents).	http://dcl.net.in/pdf/polic ies/Preservation%20of%2 0Documents%20&%20Arc hival%20Policy.pdf

34[th] ANNUAL REPORT 2019-20

32 | P a g e


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## **DHANLAXMI COTEX LIMITED** 

Code of Conduct Regulation 17 of SEBI The members of the Board and Senior http://dcl.net.in/pdf/polic Listing Regulations Management Personnel have affirmed compliance ies/code_dir2.pdf with the Code of Conduct applicable to them during the year ended March 31, 2019. The Annual Report of the Company contains a certificate by the Managing Director, on the compliance declarations received from Directors and Senior Management (EIL Code of Conduct & Ethics). Terms of Regulation 46 of SEBI Terms and conditions of appointment of http://dcl.net.in/pdf/polic Appointment of Listing Regulations Independent Directors are available on the ies/Terms%20and%20Co Independent and Section 149 read Company’s website. (Terms of appointment of nditions.pdf Directors with Schedule IV of Independent Director). the Act 

## **DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:** 

The Company is committed to provide all its employees an environment free of gender based discrimination. In furtherance of this commitment, the Company strives to provide all its employees with equal opportunity and conditions of employment, free from gender based coercion, intimidation or exploitation. The Company is dedicated to ensure enactment, observance and adherence to guidelines and best practices that prevent and prosecute commission of acts of sexual harassment. 

a. Number of complaints filed during the financial year 2019-20- NIL 

b. Number of complaints disposed of during the financial year 2019-20- NIL 

c. Number of complaints pending as on end of the financial year 2019-20- NIL 

## **RELATED PARTY TRANSACTIONS & MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS:** 

Disclosures on materially significant related party transactions i.e. transactions of the Company of material nature with its Promoters, Directors or the Management, their Subsidiaries or Relatives, etc. that may have potential conflict with the interests of the Company at large: 

The Audit Committee and the Board consider periodically the statement of related party transactions in detail together with the basis at their meetings and grant their approval. However, these transactions are not likely to have any conflict with the interest of the Company and are not materially significant. 

As required by the IND AS-24, the details of related party transactions are given in Note to the notes on financial statements for the Financial Year 2019-20, forming part of Accounts. 

## **MANAGEMENT DISCLOSURES:** 

The Senior Management personnel have made disclosures to the Board relating to all material financial and commercial transactions, if any, where they may have personal interest that may have a potential conflict with the interest of the Company at large. Based on the disclosures received, none of the Senior Management personnel has entered into any such transactions during the year. 

## **DETAILS OF COMPLIANCE WITH MANDATORY REQUIREMENTS AND ADOPTION OF THE NON-MANDATORY REQUIREMENT UNDER THIS CLAUSE** 

The Company is in Compliance with all mandatory requirements of Listing Regulations. In addition Company has also adopted the following Non-mandatory requirements to the extent mentioned below: 

Certificate as required under Part C of Schedule V of Listing Regulations, have been received from M/s. Pankaj Trivedi & Co., Practicing Company Secretaries, that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of the Company by the Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such statutory authority. 

## **PARTICULARS OF SATUTORY AUDITOR:** 

Total Fees for all services paid by the listed entity to the statutory auditor: 

Total fees for financial Year 2019-20, for all services as mentioned below, was paid by the Company to the Statutory Auditor and all entities in the network firm/network entity of which the statutory auditor is a part. 

|**PAYMENT TO AUDITORS**|**Basic**|**GST**|**Gross**|
|---|---|---|---|
|StatutoryAudit Fees|40,000/-|7,200/-|47,200/-|
|Tax Audit Fees||||
|Other Fees||||
|**Total**|**40,000/-**|**7,200/-**|**47,200/-**|



**34[th] ANNUAL REPORT 2019-20** 

**33 | P a g e** 

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## **DHANLAXMI COTEX LIMITED** 

Total fees for all services paid by the Company to the statutory auditor are provided in the Notes to Standalone Financial Statements forming part of this Annual Report. The Statutory Auditors have not provided any services to the subsidiaries of the Company. 

## **COMPLIANCE OF CORPORATE GOVERNANCE REQUIREMENTS SPECIFIED IN REGULATION 17 TO 27 AND REGULATION 46(2)(B) TO (I) OF LISTING REGULATIONS.** 

Your Company confirms compliance with corporate governance requirements specified in regulation 17 to 27 and clauses (b) to (i) of sub- regulation (2) of regulation 46 of the Listing Regulations. 

The Company has complied with all the mandatory requirements specified in Regulations 17 to 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and clause (b) to (i) of sub-regulation (2) of Regulation 46 The discretionary requirements as stipulated in Part E of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, have been adopted to the extent and in the manner as stated under the appropriate headings in the Report on Corporate Governance 

## **COMPLIANCE CERTIFICATE FROM AUDITORS ON CORPORATE GOVERNANCE** 

Certificate from Secretary Auditors M/s. Pankaj Trivedi & Co., Company Secretary in Practice confirming compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report. **RECONCILIATION OF SHARE CAPITAL AUDIT REPORT (FORMERLY KNOWN AS SECRETARIAL AUDIT REPORT) AND CERTIFICATE OF COMPLIANCE WITH REGULATION 40(9) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015** 

The SEBI vide Circular No. CIR/MRD/DP/30/2010 dated 6th September, 2010 has modified the terminology of Secretarial Audit, as Reconciliation of Share Capital Audit. A qualified Practicing Company Secretary has carried out secretarial audit to reconcile the total admitted capital with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) and total issued and listed capital. The Reconciliation of Share Capital Audit (formerly known as Secretarial Audit Report) confirms that the total issued / paid-up capital is in agreement with the total number of shares in physical form and the total number of Dematerialized shares held with NSDL and CDSL. The audit is carried out by M/s. Pankaj Trivedi & Co., Practicing Company Secretaries every quarter and report thereon is submitted to the Stock Exchanges along with half yearly Compliance Certificate as per Regulation 40(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and placed before the Board   of Directors. 

## **DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT (UNCLAIMED SHARES): NIL** 

## **MANAGING DIRECTORS DECLARATION ON CODE OF CONDUCT AND ETHICS:** 

The Board of Directors of the Company has laid down Code of Conduct and Ethics (The Code) for the Company’s Directors and Senior Executives. All the Directors and the Senior Executives covered by the code have affirmed compliance with the code on an annual basis. 

## **GENERAL BODY MEETING:** 

- (i) Location, date and time of the Annual General Meetings held during the last three years held during the last year are given below: 

|**Financial Year**|**Type of Meeting**|**Location**|**Meeting Date and Time**|
|---|---|---|---|
|2018-2019|33rd AGM|285, 2nd Floor, C.J. House, Princess Street,<br>Mumbai-400 002|30/09/2020<br>11.30 a.m.|
|2017-2018|32nd AGM|285, 2nd Floor, C.J. House, Princess Street,<br>Mumbai-400 002|28/09/2020<br>11.30 a.m.|
|2016-2017|31tst AGM|285, 2nd Floor, C.J. House, Princess Street,<br>Mumbai-400 002|29/09/2020<br>11.00 a.m.|



- (ii) No Extra Ordinary General Meeting was held during the year. 

- (iii) No Postal Ballot was conducted by during the year. 

## **MEANS OF COMMUNICATION:** 

Effective communication of information is an essential component of Corporate Governance. It is the process of sharing information, ideas, thoughts, opinions and plans to all stakeholders which promotes management – shareholder relations. The Company regularly interacts with its members through multiple channels of communication such as results announcement, annual reports, media releases, and Company’s website and through green initiatives. 

**34[th] ANNUAL REPORT 2019-20** 

**34 | P a g e** 

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```<br>DHANLAXMI COTEX LIMITED<br>GENERAL INFORMATION FOR MEMBERS<br>A. 34 [th]  Annual General Meeting<br>Day & Date Time Venue<br>Wednesday, 01.00 p.m. (Via Video- Conferencing Mode)<br>30 [th]  September, 2020  285, 2nd Floor, C.J. House, Princess Street, Mumbai-400 002<br>B. Financial Calendar (2020-2021)<br>Particulars Period<br>Financial Year April 1, 2020 to March 31, 2021<br>For consideration of Unaudited/Audited Financial Results<br>Results for quarter ending June 30, 2020 On or before September 15, 2019<br>(1 Month of extension by SEBI due to Covid-19)<br>Results for quarter ending September 30, 2020 On or before November 14, 2020<br>Results for quarter ending December 31, 2020 On or before February 14, 2021<br>Results for quarter ending March 31, 2021 On or before May 30, 2021<br>AGM for the year ending March 31, 2021 On or before September 30, 2021<br>C. Book Closure Date<br>The Company’s Share Transfer Books and Register of Members of equity shares shall remain closed from the<br>21.09.2020 to 30.09.2020. (Both days inclusive)<br>D. Share Transfer System<br>Share transfers in physical form are processed by the Registrar and Transfer Agents, Bigshare Services Private Limited<br>and are approved by the Stakeholders Relationship Committee of the Company or the authorized signatories of the<br>Company. Share transfers are registered and returned within 15 days from the date of lodgment if documents are<br>complete in all respects. The depository system handles share transfers in dematerialized form.<br>E. Dividend Payment Date: Not Applicable.<br>F. a. Listing of Equity Shares: Bombay Stock Exchange<br>b. Listing fee is paid to the Bombay stock exchange Limited.<br>G. a. BSE Script Code:  512485<br>b. Demat ISIN Numbers in NSDL & CDSL  INE977F01010  for Equity Shares.<br>H. Dematerialization of Shares<br>The Company’s shares are compulsorily traded in dematerialized form and are available for trading on both the<br>depositories, viz, National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).<br>Percentages of Shares held in physical and dematerialized form as on 31st March, 2020 are as follows:<br>Mode No. of Shares % Shares<br>Physical Form 7,98,250 16.39%<br>With NSDL 74,941 01.54%<br>With CDSL 39,98,159 82.07%<br>Total 85,81,100 100%<br>I. Market Price Sensitive Information:<br>The monthly ‘high’ and ‘low’ closing prices of the shares traded during the period from April 2019 to March 2020 on<br>BSE are given below:<br>Month High Price Low Price Close Price No. of Shares<br>Apr-19 23.70 21.45 21.45 135<br>May-19 - - - -<br>Jun-19 20.40 18.45 18.45 141540<br>Jul-19 - - - -<br>Aug-19 - - - -<br>Sep-19 19.35 18.00 19.35 379800<br>Oct-19 - - - -<br>Nov-19 - - - -<br>Dec-19 - - - -<br>Jan-20 21.30 20.30 21.30 171<br>Feb-20 26.05 22.35 22.50 1204<br>Mar-20 24.70 14.90 14.90 149<br>34 [th] ANNUAL REPORT 2019-20 35 | P a g e<br>**----- End of picture text -----**<br>


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```<br>DHANLAXMI COTEX LIMITED<br>J. Shareholding Pattern Of The Company As On 31st March, 2020<br>Category No. of Shares  % of<br>held  Shareholding<br>A. Promoter’s Holding<br>1. Promoters<br>- Indian Promoters 31,94,055 65.57%<br>- Foreign Promoters 0 0.00%<br>2. Persons acting in concert 0 0.00%<br>Sub – Total 31,94,055 65.57%<br>B. Non-Promoter’s Holding<br>3. Institutional Investors 0 0.00%<br>a) Mutual Funds and UTI 0 0.00%<br>b) Banks, Financial Institutions, Insurance Cos. 5000 0.10%<br>c) Central/State  Govt.  Institutions  /  Non-Government  0 0.00%<br>Institutions)<br>C. FII’s<br>Sub – Total 5000 0.10%<br>4. Others<br>a) Private Corporate Bodies 7,69,540 15.80%<br>b) Indian Public & Huf 9,07,755 18.63%<br>c) NRI’s 0 0.00%<br>d) OCB’s 0 0.00%<br>e) Cl. member 0 0.00%<br>Sub-Total 35,99,546 34.43%<br>Grand Total 85,81,100 100.00%<br>K. Distribution of shareholding as on 31st March, 2020<br>No. of Shares held No. of % to total In Rs. % to total<br>Shareholders  Shareholders  Shares<br>Up to 500 1491 84.28% 3428170 7.037 %<br>501 – 1000 131 07.40% 991100 2.035 %<br>1001-2000 73 04.13% 1138230 2.34 %<br>2001-3000 23 1.30% 621000 1.27 %<br>3001-4000 5 0.28% 193000 0.39 %<br>4001-5000 10 0.56% 479000 0.98 %<br>5001-10000 8 0.45% 549000 1.13 %<br>10,000 and above  28 1.583% 41314000 84.81 %<br>TOTAL 1769 100% 48713500 100.00%<br>SHARE   CAPITAL AUDIT<br>As required by the Securities and Exchange Board of India (SEBI), quarterly audit of the Company’s share capital is being carried<br>out by a Practicing Company Secretary with a view to reconcile the total share capital admitted with NSDL and CDSL and held in<br>physical form, with the total issued and listed capital of the Company. The certificate received from the Practicing Company<br>Secretary is submitted to BSE and is also placed before the Stakeholder Relationship Committee on a quarterly basis.<br>SHARE TRANSFER / TRANSMISSION SYSTEM & PROCESS<br>Transfer of shares in physical form is processed by the Company’s Registrars & Transfer Agents (RTA) generally within fifteen<br>days from the date of receipt, provided the transfer/transmission in physical form after they are processed by the RTA are<br>submitted to the Company for the necessary approval.<br>The Chairman transfer/transmission requests received in physical form from time to time. Investors may kindly take note that<br>SEBI has mandated that in case of securities market transactions and off market/private transactions involving transfer of<br>shares of a listed company in physical mode, it shall be compulsory for the transferee(s) to furnish a copy of the PAN card to the<br>Company/RTA, together with the transfer documents for registering transfer of such shares.<br>MEANS OF COMMUNICATION<br>At Dhanlaxmi Fabrics Limited effective communication of information is an essential component of Corporate Governance. It is<br>the process of sharing information, ideas, thoughts, opinions and plans to all stakeholders which promotes management –<br>shareholder relations. The Company regularly interacts with its members through multiple channels of communication such as<br>results announcement, annual reports, media releases, and Company’s website and through green initiatives.<br>Intimation to Stock Exchange -Your Company believes that all the stakeholders should have access to adequate information<br>about the Company. All information, which could have a material bearing on the share prices, is released at the earliest to the<br>BSE in accordance with the requirements of listing agreement.<br>34 [th] ANNUAL REPORT 2019-20 36 | P a g e<br>**----- End of picture text -----**<br>

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DHANLAXMI COTEX LIMITED

Company’s Website - The Financial Results was also displayed on the Company’s website www.dcl.net.in the Company also keeps on updating its website with other relevant information, as and when required. The company did not make any official news releases nor made any presentations to the institutional investors or analysts, during the period under review.

Newspapers Publications - The Financial Results and other Communications of the Company were normally published in 2 papers i.e. English ‘Free Press Journal” and Marathi ‘Navshakti.

Annual Report- Annual Report containing, inter alia, the Standalone Financial Statements, Directors’ Report, Auditors’ Report and other important information is circulated to members of the Company prior to the AGM. The Report on Management Discussion and Analysis forms part of the Annual Report. The Annual Report of the Company is also available on the website of the Company in a user friendly and downloadable format.

M/s Big Share services Pvt Ltd

CIN: U99999MH1994PTC076534 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Mumbai, Maharashtra, 400002 Board No. 022 40430200 Direct: 022-40430295 Mobile No. 7045454392 Email id: [email protected]

M/s. Dhanlaxmi Cotex Limited

CIN: L51100MH1987PLC042280 Regd. Off: 285, Chatrabhuj Jivandas House, 2nd Floor, Princess Street, Maharashtra Tel No. 022-49764268 / 23 / 22 / 21, Email: [email protected]

By Order of the Board of Directors

Sd/Sd/Mahesh S. Jhawar Rahul M. Jhawar (Whole Time Director) (Director) DIN: 00002908 DIN: 07590581

Place: Mumbai Date: 05/09/2020

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DHANLAXMI COTEX LIMITED
CERTIFICATE OF COMPLIANCE WITH THE CORPORATE GOVERNANCE
To,
The Members of
Dhanlaxmi Cotex Limited
We have examined the compliance of conditions of Corporate Governance by Dhanlaxmi Cotex Limited (“the Company”) for the
financial year ended March 31, 2020 as stipulated in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and para C, D
and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to
a review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance with the
conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the
Company. We have examined the books of account and other relevant records and documents maintained by the Company for
the purpose of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.
In our opinion and to the best of our information and according to the explanations given to us and based on the representations
made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate
Governance as stipulated in the Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and para C, D and E of Schedule V
of the SEBI Listing Regulations during the year ended March 31, 2020, except as mentioned in Secretarial Audit Report for the
year.
We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
For Pankaj Trivedi & Co.,
Practicing Company Secretary
C P No.: 15301
Sd/-
Pankaj Trivedi
Proprietor
ACS No.: 30512
Place: Mumbai
Date: 28.08.2020
CEO/CFO Certification
Compliance Certificate under Regulation 17(8) of SEBI (LODR) Regulation, 2015
I, Mahesh Jhawar, Whole Time Director of the Company & Ganesh Singh, Chief Financial Officer of Company, have reviewed the
financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:
(a) These statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading;
(b) These statements together present a true and fair view of the listed entity’s affairs and are in compliance with existing
accounting standards, applicable laws and regulations.
There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are
fraudulent, illegal or violative of the Company’s code of conduct.
We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated
the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the
Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware
and the steps we have taken or propose to take to rectify these deficiencies.
We have indicated to the Auditors and the Audit Committee
(a) Significant changes in internal control over financial reporting during the year;
(b) Significant changes in accounting policies during the year and that the same have been disclosed in the Notes to the
financial statements; and
(c) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management
or an employee having a significant role in the listed entity’s internal control system over financial reporting.
For and on behalf of the Board
Sd/- Sd/-
Mahesh S. Jhawar Ganesh Singh Place: Mumbai
(Whole Time Director) (Chief Financial Officer) Date: 17.07.2020
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## **DHANLAXMI COTEX LIMITED** 

## **CERTIFICATE FOR ADHERENCE TO THE CODE OF CONDUCT** 

**(PURSUANT TO REGULATION 17(8) OF SEBI (LODR) REGULATIONS, 2015]** 

Declaration by the Director 

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, of the listing agreement with the stock exchange, I hereby confirm that, all the Directors and senior management personnel of the Company to whom the code of conduct is applicable have affirmed the compliance of the said code during the financial year ended March 31 2020. 

## **For and on behalf of the Board** 

**Sd/Mahesh S. Jhawar (Whole Time Director) Place: Mumbai Date: 17.07.2020** 

## **CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS (Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)** 

**To, The Members Dhanlaxmi Cotex Limited** 285, Chatrabhuj Jivandas House, 2nd Floor, Princess Street, Mumbai - 400002, 

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of M/s. Dhanlaxmi Fabrics Limited having CIN L51100MH1987PLC042280 and having registered office at 285, Chatrabhuj Jivandas House, 2nd Floor, Princess Street, Mumbai - 400002 and (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. 

In my opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its officer, I hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March, 2020 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority. 

|**Sr.**<br>**No.**|**DIN**|**Name of Director(s)**|**Date of Appointment**<br>**in Company**|
|---|---|---|---|
|1|00002908|MAHESH SOHANLAL JHAWAR|19/01/1987|
|2|00299699|LAXMI JHAWAR MAHESH|14/11/2019|
|3|02171577|NIYATI KETAN SHAH|09/08/2019|
|4|07590581|RAHUL MAHESH JHAWAR|09/08/2019|
|5|08170211|NATWAR NAGARMAL AGARWAL|09/07/2018|
|6|08679570|ARPIT TIBREWALA|07/02/2020|



Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company. 

## **For Pankaj Trivedi & Co., Company Secretary in Practice** 

**Sd/Pankaj Trivedi (Proprietor) CP No. 15301** 

**Place: Mumbai Dated: 28.08.2020** 

**34[th] ANNUAL REPORT 2019-20** 

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DHANLAXMI COTEX LIMITED

ANNEXURE-F

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

INVESTMENT AND TRADING DIVISION (SECURITIES)

Your Directors are pleased to present the Management Discussion and Analysis Report for the year ended 31[st] March, 2020

The Management Discussion and Analysis have been included in consonance with the Code of Corporate Governance as approved by The Securities and Exchange Board of India (SEBI). Investors are cautioned that these discussions contain certain forward looking statements that involve risk and uncertainties including those risks which are inherent in the Company’s growth and strategy. The company undertakes no obligation to publicly update or revise any of the opinions or forward looking statements expressed in this report consequent to new information or developments, events or otherwise.

The management of the company is presenting herein the overview, opportunities and threats, initiatives by the Company and overall strategy of the company and its outlook for the future. This outlook is based on management’s own assessment and it may vary due to future economic and other future developments in the country.

The operational performance and future outlook of the business has been reviewed by the management based on current resources and future development of the Company.

The World Health Organization has declared the novel coronavirus (COVI 0- 19) as a pandemic on March 11, 2020. Besides the impact of this outbreak on human life, it has also disrupted the financial, economic and social structures of the entire world. The Central Government in India also declared a national lockdown from March 25, 2020 to May 31, 2020, through various notifications, and subsequently the Central Government has announced Unlock 1.0 till June 30, 2020. During the unlock 1.0 period private offices are allowed to operate with 10% of the staff with certain conditions initially and restricted the movement as a preventive/precautionary measures to avoid the spread of COVID- 19.

The Company remains fully compliance with the guidelines and direction of both Central and State Government. The situation has caused uncertainty and impacted the collection and other operations of the Company. However with various remote working measures, the Company has been able to restore its normal operations except certain functions which require physical movement e.g. field level visits.

Due to (COVID-19) as a pandemic, financial market was downwards with reason to believe due to liquidity measure. Management have no liquidity shortage and reason to believe that valuation of stock down is temporary nature and it will likely to be raised soon due to fundamentals of stock are very good. Hence Valuation of stock had taken at Cost value. However corresponding effects of cost and market value have taken in OCI (other comprehensive income).

1) Industry Structure & Development

The trend in the stock market remain volatile but the retail investors were reluctant to participate in secondary market because the market value of the shares have increased too much that they were avoiding purchase of well performed Company’s shares keeping in mind that effect of the government policies are yet to be reflected on ground. Your Company endeavored to mobilize high net worth investors for secondary market and accordingly Company was able to be in profits. The Company has developed its Investment and Trading Division (Securities) into a strong, profit earning business of the company.

Overall negative impact is expected across the industry due to current COVID 19 pandemic. A shift towards online business is expected to happen due to the fear & the restrictions to maintain the social distancing. Also, there could be short time recessionary pressure due to job losses and money crunch in the market and it will take a good 6 to 8 months before we could see demand coming back.

2) Opportunities & threats

With the globalization and electronic age, Indian stock market has changed over the past decade. The developments of high-tech and transparent markets with an increasingly wide geographic footprint have increased the number of trading avenues offering diverse pools of liquidity.

The opportunities for the Company are high purchasing power and people looking to more investment opportunities, growing rural market, earning urban youth, educating people about the benefits of investments to increase target audience, more penetration into the growing cities.

The threats are stringent economic measures by Government and RBI, entry of foreign finance firms in Indian market, increased competition to keep market share and margins under pressure, increased regulatory compliances affect margins and functioning.

For fiscal 2021, we will continue to execute our strategy along the same dimensions. The retail market segments we serve are faced with challenges and opportunities arising from the COVID-19 pandemic and its resulting impact on the economy. In our strategy, we will enable us to advise and help our clients as they tackle these market conditions. Especially in the areas of digitization of processes, migration to cloud based technologies, workplace transformation, and business model transformation.

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DHANLAXMI COTEX LIMITED

First half of FY 21 is expected to be very tough and the second half is expected to give some relief to the business and the society in general if all the countries especially India is able to control the COVID- 19 Pandemic.

3) Outlook

The Outlook of the Company for the year ahead is to diversify risk and stabilize its asset quality .The Company is proactively responding to the changing business environment and is confident of sustaining its market share by improving competitive position in the market. The overall business outlook for the company is promising with improvement in overall economic environment. Efforts towards higher operational efficiencies shall continue. The company continues to examine the possibilities of expansion and will make the necessary investments when attractive opportunities arise.

For F.Y. 2020-21, the immediate focus shall be on the recovery of the outstanding and ensuring tighter control on the working capital and reigning in fixed costs to conserve cash. Overall, F.Y. 2020-21, is expected to be a tough year major focus shall be on cost cutting measures. Once we are through from the lock-down and the market reopens, the market is expected to bounce back.

4) Risks and concerns

The Company is now concentrating on investment and trading in Securities. Competition in the market continues to have an impact on the Company’s operational performance and also exerts pressure on the margins.

5) Internal Control Systems and their adequacy

The Company’s operating and business control procedures have been framed in order that they ensure efficient use of resources and comply with the procedures and regulatory requirements. The company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized, recorded and reported correctly.

6) Human Resource Development

The Company believes that the human resources are vital resource in giving the company a competitive edge in the current business environment. The company’s philosophy is to provide congenial work environment, performance oriented work culture, knowledge acquisition/ dissemination, creativity and responsibility. As in the past, the company enjoyed cordial relations with the employees at all levels.

The Company continues to accord the highest priority to health and safety of its employees and communities it operates in. The Company has been fully committed to comply with all applicable laws and regulations and maintains the highest standard of Occupational Health and Safety and ensures safer plants. We believe in good health of our employees.

Further, to prevent the spread of pandemic Covid-19, the Company has taken all precautionary measures required, such as social distancing, use of masks and sanitizers etc., at all its plant and construction sites as well as at office locations. Your Company is in full compliance of all Government directives issued in this behalf.

7) Subsidiary Company:

As there are no subsidiaries of the Company, Investment made in Subsidiaries is NIL.

8) Segment-Wise Performance:

The Company operates in single reported segment with main business of Finance and Share Trading activity.

9) 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:

(a) Most of the Directors attended the Board meeting;
(b) The remunerations paid to executive Directors are strictly as per the company and industry policy.
(c) The Independent Directors only received sitting fees.
(d) 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.
(e) 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.

10) Key Financial Ratios:

In accordance with the amended SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company is required to give details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations thereof:

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DHANLAXMI COTEX LIMITED
The Company has identified following ratios as key financial ratios:
Particulars F.Y. 2019-20 F.Y. 2018-19 % of Change
Debtors T/o - 0.02 -
Inventory T/o 0.63 3.01 477.78
Interest Coverage - - -
Current Ratio 27.36 1176.83 4301.28
Debt Equity Ratio - - -
Operating Margin (%) 36.89 7.07 19.16
Net Profit (%) 33.27 6.22 18.70
Return on Net worth (%) 14.74 1.02 6.92
By Order of the Board of Directors
Sd/- Sd/-
Mahesh S. Jhawar Rahul M. Jhawar
(Whole Time Director) (Director)
DIN: 00002908 DIN: 07590581
Place: Mumbai
Date: 05/09/2020
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DHANLAXMI COTEX LIMITED
INDEPENDENT AUDITOR’S REPORT
To the Members of
Dhanlaxmi Cotex Limited
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the standalone financial statements of Dhanlaxmi Cotex Limited (“the Company”), which comprise the balance
sheet as at 31st March 2020, and the statement of Profit and Loss, statement of changes in equity and statement of cash flows for
the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other
explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Act in the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2020, and profit/loss,
changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies
Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the
Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the
financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period. These matters were addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Description of each key audit matter in accordance with SA 701:
The Key Audit Matter How the matter was addressed in our Audit
Measurements of Investment in accordance with IND AS 109 Principal Audit procedure:
“Financial Instruments” On initial recognition, investment are
recognized at fair value in case of investments which are  Obtaining an understanding of the companies’
recognized at fair value through FVOCI. In that case objectives for such investments and assessment
transaction costs are attributable to the acquisition value of thereof in term of IND AS 109.
investments. The Company’s investment are Subsequently
classified into following categories based on the objectives to  Obtaining an understanding of the determination of
manage the cash flows and options available in the standard: the measurement of the investments and tested the
 At Amortized cost reasonableness of the significant judgment applied by
 At fair value through profit or loss (FVTPL) the management.
 At fair value through Other comprehensive income
(FVTOCI)  Evaluated the design of internal controls relating to
measurement and also tested the operating
The company has assessed following two objectives: effectiveness of the aforesaid controls.
 Held to collect contractual cash flows
 Realizing cash flows through sale of investments. The  Obtaining understanding of the basis of valuation
Company makes decision based on assets fair value and adopted in respect of fair value investment and
manages the assets to realize those fair values. ensured that valuation techniques used are
appropriate in circumstances and for which sufficient
Since valuation of investment at fair value involves critical data are available to appropriate in circumstances
assumptions, significant risk in valuation and complexity in which sufficient data. Assessed the appropriateness of
assessment of objectives, the valuation of investments as per the discloser in the standalone financial statements in
IND AS 109 is determined to be a key audit matter in our audit accordance with the applicable financial reporting
of the standalone financial statements. Refer Note 2 & 9 to the framework.
standalone financial statements.
Emphasis of Matters
We draw attention to-
1. On application of IND AS-109 “Financial Instruments” which requires all the investment and Inventory shall be recognized
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DHANLAXMI COTEX LIMITED

to Fair value and current year OCI due to decrease in value of investment and inventory from cost is 4.02 Crores and 13.06 Crores respectively.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, (changes in equity)and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Information Other Than The Financial Statements And Auditors’ Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the Standalone Financial Statements and our auditors’ report thereon. Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Paragraph 40(b) of this SA explains that the shaded material below can be located in an Appendix to the auditor’s report. Paragraph 40(c) explains that when law, regulation or applicable auditing standards expressly permit, reference can be made to a website of an appropriate authority that contains the description of the auditor’s responsibilities, rather than including this material in the auditor’s report, provided that the description on the website addresses, and is not inconsistent with, the description of the auditor’s responsibilities below.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such

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DHANLAXMI COTEX LIMITED

disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,
(e) On the basis of the written representations received from the directors as on 31st March, 2020 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2020 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”.
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
1) The Company has disclosed the impact of pending litigations on its financial position in its financial statements.
2) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
3) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For R SONI & COMPANY Chartered Accountants Firm’s Registration No. 130349W

Sd/Rajesh Soni Partner Membership No. 133240

Place of Signature: Mumbai Date: 17[th] July, 2020

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## **DHANLAXMI COTEX LIMITED** 

## **ANNEXURE A TO THE AUDITORS’ REPORT** 

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended March 31st, 2020, we report that: 

- i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. 

   - (b) The Company has a regular program of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of one years. In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. 

(c) There are no immovable properties held by the Company. 

- ii. The management has conducted the physical verification of inventory at reasonable intervals. We are informed that no material discrepancies were noticed on physical verification of the inventory. 

- iii. (a) The Company has granted loans to one party covered in the register maintained under section 189 of the Companies Act,2013 (‘the Act’), 

(b) In the case of the loans granted to any parties in the register maintained under section 189 of the act, theborrowers have been regular in the payment of the interest as stipulated. The terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph 3(ii) (b) of the order is not applicable to the company in respect of payment of the principal amount. 

(c) There are no overdue amounts for period of more than ninety days in respect of the loans granted to the bodies corporate listed in the register maintained under section 189 of the act. 

- iv. In our opinion and according to the information and explanations given to us, the Company has complied with provision of section 185 and 186 of Act, with respect to the loan and investment made. 

- v. The Company has not accepted any deposits during the year within the meaning of the provisions of section 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under. 

- vi. The Central Government has not prescribed the maintenance of cost records under section148 (1) of the Act, for any of the services rendered by the Company 

- vii. (a) According to the information and explanations given to us and on the basis of our examination of the records, the Company is regular in depositing undisputed statutory dues including provident fund, income tax, service tax, cess and other material statutory dues with the appropriate authorities. As explained to us, the Company did not have any dues on account of sales tax, wealth tax, duty of customs, value added tax, employees' state insurance and duty of excise. 

(b) According to the information and explanation given to us, there is no dispute pending in respect of dues of provident fund/sales tax/wealth tax/service tax/custom duty/excise duty/cess/value added tax, were in arrears as at 31st march, 2020 for a period of more than six month from the date they became payable. 

- viii. The Company did not have any outstanding dues to financial institutions, banks or debenture holders during the year. 

- ix. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable. 

- x. Based upon the audit procedure performed for purpose of reporting the true and fair view of the FinancialStatements and According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit. 

- xi. According to the information and explanations given to us and based on our examination of the record of the Company, managerial remuneration has been paid/provided in accordance with the requisite approvals. 

- xii. In our opinion and according to the information and explanations given to us, the company is not Nidhi Company. Accordingly, paragraph 3(xii) of Order is not applicable. 

- xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Standalone financial statements as required by the applicable accounting standards. 

- xiv. The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. 

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## **DHANLAXMI COTEX LIMITED** 

- xv. According to the information and explanations given to us and based on our examination of the record of the Company, the company has not entered into any non-cash transactions with directors or persons connected with him. 

- xvi. According to the information and explanations given to us, the provisions of the section 45-IA of the Reserve Bank of India Act, 1934 are applicable to the company. However, the company has not complied with the same. 

**For R SONI & COMPANY Chartered Accountants Firm’s Registration No. 130349W** 

**Sd/Rajesh Soni Partner Membership No. 133240** 

**Place of Signature: Mumbai Date: 17[th] July, 2020** 

## **ANNEXURE B TO THE AUDITORS’ REPORT** 

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) We have audited the internal financial controls over financial reporting of Dhanlaxmi Cotex Limited ('the Company') as of 31st March 2020 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date. 

## **Management’s Responsibility for Internal Financial Controls** 

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (the “ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information, as required under the Act. 

## **Auditors’ Responsibility** 

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit.  We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. 

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting. 

## **Meaning of Internal Financial Controls Over Financial Reporting** 

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that 

- (1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; 

- (2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements 

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## **DHANLAXMI COTEX LIMITED** 

in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and 

- (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. 

## **Inherent Limitations of Internal Financial Controls Over Financial Reporting** 

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 

## **Opinion** 

In our opinion, the company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at march 31,2020, based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the guidance note on audit of internal financial control over financial reporting issued by the Institute of Chartered Accountant of India. 

**For R SONI & COMPANY Chartered Accountants Firm’s Registration No. 130349W** 

**Sd/Rajesh Soni Partner Membership No. 133240** 

**Place of Signature: Mumbai Date: 17[th] July, 2020** 

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``` **DHANLAXMI COTEX LIMITED** 

## **DHANLAXMI COTEX LIMITED Balance Sheet as at 31st March, 2020** 

|**DHANLAXMI COTEX LIMITED**|**DHANLAXMI COTEX LIMITED**|**DHANLAXMI COTEX LIMITED**|**DHANLAXMI COTEX LIMITED**|**DHANLAXMI COTEX LIMITED**|**DHANLAXMI COTEX LIMITED**|**DHANLAXMI COTEX LIMITED**|**DHANLAXMI COTEX LIMITED**|
|---|---|---|---|---|---|---|---|
|**Balance Sheet as at 31st March, 2020**||||||||
|||||||**(Amount in Rupees)**||
|**PARTICULARS**|||**Note**|**As at**||**As at**||
|||||**31.03.2020**||**31.03.2019**||
|||||||||
|1<br>2||**ASSETS**<br>**Non-Current Assets**<br>Property, Plants & Equipment<br>Financial Assets<br>Non-Current Investments<br>Other Tax Assets(Net)<br>Other Non-Current Assets<br>**Current Assets**<br>Inventories<br>Financial Assets<br>Trade Receivable<br>Cash and Bank Balances<br>Current Tax Assets(Net)<br>Current Investments|1<br>2<br>3<br>4<br>5<br>6<br>7<br>8<br>9|31,467<br>68,516,893<br>527,631<br>64,522,923|133,598,913<br> <br> <br>93,625,236|10,564<br>151,797,722<br>690,871<br>3,205,416|155,704,572<br> <br>206,224,646|
|||||61,807,042<br>-<br>865,112<br>-<br>30,953,082||177,375,704<br>1,324,606<br>5,412,910<br>-<br>22,111,425||
|||||||||
|||**TOTAL ASSETS**|||**227,224,149**||**361,929,218**|
|1<br>2||**EQUITY AND LIABILITIES**<br>**EQUITY**<br>Equity Share Capital<br>Other Equity<br>**Non - Current Liabilities**<br>Deferred Tax Liability<br>**Current Liabilities**<br>Financial Liabilities<br>Trade Payable<br>Unsecured Loan<br>Other Current Liabilities|10<br>11<br>12<br>13<br>14|48,713,500<br>174,420,290|223,133,790<br>668,045<br>3,422,314|48,713,500<br>312,370,594|361,084,094<br>669,887<br> <br>175,237|
|||||60,418<br>2,500,000<br>861,896||-<br>-<br>175,237||
|||||||||
|||**TOTAL EQUITY & LAIBILITIES**|||**227,224,149**||**361,929,218**|
|**As per our attached report of even date**<br>**For and on behalf of the Board of Directors**<br>**For R. Soni & Co.**<br>**Chartered Accountants**<br>**(Registration No. 130349W)**<br>**UDIN: 20133240AAAALQ2621**<br>**Sd/-**<br>**Sd/-**<br>**Sd/-**<br>**Mahesh S. Jhawar**<br>**Rahul M. Jhawar**<br>**Natwar Agarwal**<br>**(Whole Time Director)**<br>**(Director)**<br>**(Director)**<br>**Sd/-**<br>**DIN: 00002908**<br>**DIN: 07590581**<br>**DIN: 08170211**<br>**Rajesh Soni**<br>**(Partner )**<br>**(Membership No. 133240)**<br>**Sd/-**<br>**Sd/-**<br>**Place:  Mumbai**<br>**Ganesh Singh**<br>**Khyati Modi**<br>**Dated: 17th July 2020**<br>**(Chief Financial Officer)**<br>**(Company Secretary)**||||||||



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DHANLAXMI COTEX LIMITED

DHANLAXMI COTEX LIMITED	DHANLAXMI COTEX LIMITED	DHANLAXMI COTEX LIMITED	DHANLAXMI COTEX LIMITED	DHANLAXMI COTEX LIMITED	DHANLAXMI COTEX LIMITED
	Statement of Profit and Loss for the year ended 31st March, 2020
			Note	(Amount in Rupees)
	PARTICULARS
				Year Ended	Year Ended

				31.03.2020	31.03.2019
A 1 2 3 4	CONTINUING OPERATIONS Revenue from operations Other Income Expenses (a) Purchases of Stock in Trade (b) Changes in Inventories (c) Employees Benefit Expenses (d) Depreciation (e) Other Expenses Profit Before Exceptional Items & Taxes Exceptional Items Profit/(Loss) Before Taxes Tax Expenses (a) Current Tax (b) Earlier Tax (c) Deferred Tax Net Tax Expenses Profit/(Loss) for the period	Total Revenue Total Expenses	15 16 17 18 19 1 20 A B (A+B)	50,713,324 48,131,147	49,031,016 9,918,627
				98,844,471	58,949,643
				65,790,650 (15,028,240) 8,383,264 26,297 3,210,567	82,781,312 (37,401,923) 6,615,107 15,846 2,772,325
				62,382,539	54,782,667
				36,461,932 -	4,166,976 -
				36,461,932	4,166,976
				3,575,321 - 1,842	498,328 - 227
				3,573,479	498,101

				32,888,454	3,668,875
				(170,838,757) - - -	(5,260,997) - - -
	Other comprehensive income
	Items that will not be reclassified to profit or loss
	-Income tax relating to items that will not be reclassified to profit or loss
	-Items that will be reclassified to profit or loss
	-Income tax relating to items that will be reclassified to profit or loss
				(170,838,757)	(5,260,997)
	Total comprehensive income for the period			(137,950,304)	(1,592,122)
	(Profit/ loss + other comprehensive income)			6.75 6.75	0.75 0.75
	Earnings per Equity share(Face Value of Rs. 10/-each) a) Basic b)Diluted
	Significant AccountingPolicies Notes of Financial Statements		1-28
As per our attached report of even date For and on behalf of the Board of Directors For R. Soni & Co. Chartered Accountants (Registration No. 130349W) UDIN: 20133240AAAALQ2621 Sd/- Sd/- Sd/- Mahesh S. Jhawar Rahul M. Jhawar Natwar Agarwal (Whole Time Director) (Director) (Director) Sd/- DIN: 00002908 DIN: 07590581 DIN: 08170211 Rajesh Soni (Partner ) (Membership No. 133240) Sd/- Sd/- Place: Mumbai Ganesh Singh Khyati Modi Dated: 17th July 2020 (Chief Financial Officer) (Company Secretary)

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## **DHANLAXMI COTEX LIMITED** 

## **DHANLAXMI COTEX LIMITED Cash Flow Statement for the Year Ended 31 March, 2020** 

|**DHANLAXMI COTEX LIMITED**|**DHANLAXMI COTEX LIMITED**|**DHANLAXMI COTEX LIMITED**|**DHANLAXMI COTEX LIMITED**|**DHANLAXMI COTEX LIMITED**|
|---|---|---|---|---|
|**Cash Flow Statement for the Year Ended 31 March, 2020**|||||
||||**(Amount in Rupees)**||
||**For theyear ended**||**For theyear ended**||
|**Particulars**|**31st March 2020**||**31st March 2019**||
|**A. Cash flow from operating activities**|||||
|Net Profit / (Loss) before extraordinary items and tax<br>**_Adjustments for:_**<br>Depreciation and amortization<br>(Profit) (-) Loss (+) on sale of Investment<br>Dividend received<br>Interest income<br>Operating profit / (loss) before working capital changes<br>**_Changes in working capital:_**<br>_Adjustments for (increase) / decrease in operating assets:_<br>Inventories (increase / decrease)<br>Trade and other receivables<br>Other current assets<br>Other non-current assets<br>Trade and other Payables<br>Unsecured Loan<br>Other Current Liabilities<br>Cash generated from operations<br>Net income tax (paid) / refunds|26,297<br>(45,065,914)<br>(2,543,877)<br>(5,753,241)|36,461,932<br>(16,874,803)<br>(75,186,146)|15,846<br>(3,720,062)<br>(2,598,214)<br>(3,144,222)|4,166,976<br>(5,279,675)<br>13,002,600|
||(15,028,240)<br>1,324,606<br>(3,412,081)<br>(61,317,507)<br>60,416<br>2,500,000<br>686,659||(37,401,923)<br>1,200,076<br>53,380,113<br>(1,500,000)<br>(2,122,516)<br>-<br>(553,149)<br> <br>498,328||
|||(92,060,950)<br>-||7,722,925<br>498,328|
|**Net cash flow from /(used in) operating activities(A)**||**(92,060,950)**||**7,224,597**|
|**B. Cash flow from investing activities**<br>Purchase of Investment<br>Long Term and Short Capital Gains<br>Interest received<br>Dividend Received<br>Purchase of FA|34,197,319<br>45,065,914<br>5,753,241<br>2,543,877<br>(47,200)||(17,557,916)<br>3,720,062<br>3,144,222<br>2,598,214<br>-||
|**Net cash flow from / (used in) investing activities (B)**||**87,513,152**||**(8,095,418)**|
|**C. Cash flow from financing activities**|-|-|-|-|
|**Net cash flow from / (used in) financing activities (C)**||**-**||**-**|
|**Net increase / (decrease) in Cash and cash**<br>**equivalents (A+B+C)**<br>Cash and cash equivalents at the beginning of the year<br>**Cash and cash equivalents at the end of the year**||**(4,547,798)**<br>5,412,910<br>865,112||**(870,821)**<br>6,283,731<br>5,412,910|
|**As per our attached report of even date**<br>**For and on behalf of the Board of Directors**<br>**For R. Soni & Co.**<br>**Chartered Accountants**<br>**(Registration No. 130349W)**<br>**UDIN: 20133240AAAALQ2621**<br>**Sd/-**<br>**Sd/-**<br>**Sd/-**<br>**Mahesh S. Jhawar**<br>**Rahul M. Jhawar**<br>**Natwar Agarwal**<br>**(Whole Time Director)**<br>**(Director)**<br>**(Director)**<br>**Sd/-**<br>**DIN: 00002908**<br>**DIN: 07590581**<br>**DIN: 08170211**<br>**Rajesh Soni**<br>**(Partner )**<br>**(Membership No. 133240)**<br>**Sd/-**<br>**Sd/-**<br>**Place:  Mumbai**<br>**Ganesh Singh**<br>**Khyati Modi**<br>**Dated: 17th July 2020**<br>**(Chief Financial Officer)**<br>**(Company Secretary)**|||||



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```<br>DHANLAXMI COTEX LIMITED<br>DHANLAXMI COTEX LIMITED<br>Notes on Financial Statements for the year ended 31st March, 2020<br>(Amount in Rupees)<br>Note - 1<br>(Amount in Rupees)<br>Depreciation/ Amortization/<br>Gross Block  Net Block<br>Impairment Losses<br>Impair<br>Particulars As at  Through  business Through  Deduction During  As at  Up To  Dep. for  Lossesment  Deductionduring  As at  As at  As at<br>01.04.19 purchase March 20 the  31.03.20 31.03.20 31.03.19<br>combination The year March 19 the year<br>year<br>Computer  82,550  47,200  -  -  129,750 71,986  26,297 -  -  98,283  31,467  10,564<br>Total  82,550  47,200  -  -  129,750 71,986  26,297 -  -  98,283  31,467  10,564<br>Previous<br>82,550  -  -  -  82,550  56,140  15,846 -  -  71,986  10,564  26,410<br>Year<br>Note - 2 (Amount in Rupees)<br>Non-Current Investments<br>As at 31.03.2020 As at 31.03.2019<br>Sr. (At fair market value)<br>No. Face  Face<br>QUOTED SHARES   Qty Rate Amount Qty Amount<br>value  value<br>1 Aditya Birla Faishon & Retail Ltd 10         23,423  152.90    3,581,377  10  23,423  5,175,312<br>2 Aditya Birla Capital Ltd 10            3,150  42.20  132,930  10 3,150  307,598<br>3 Aftek Info Ltd. (Bonus) 10            7,564  1.63  12,329  10 7,564  12,329<br>4 Ajay Multi Projects Ltd 10         56,800  0.00  -    10 56,800  115,304<br>5 Alok Industries 10            2,000  3.92  7,840  - -                          -<br>6 Bank of Baroda 2         10,000  53.55  535,500  2 10,000  1,288,000<br>7 Biria Tyre 10            2,000  2.95  5,900  - -                          -<br>8 Central Bank of India 10         25,000  12.20  305,000  10 25,000  912,500<br>9 Compuage Infocom 10                320  8.34  2,669  - -                          -<br>10 Crest Animation Com Ltd 10            7,315  1.05  7,681  10 7,315            7,681<br>11 Dalmia Bharat 10         10,129  490.60  4,969,287  - -                          -<br>12 DCM Nouvelle 10         14,807  27.15  402,010  - -                          -<br>13 DIVIS Laboratories Ltd. 2            4,150  1,989.05 8,254,558  2 8,500     14,477,200<br>14 DSQ Software Ltd. (Bonus) 10                  25  6.60  165  10 25        165<br>15 DLF Limited 10                500  137.50  68,750  - -                          -<br>16 Elecon Engineering Co. Ltd. 2                    -    0.00       -    2 70,000  4,427,500<br>17 Future Ent 10            5,000  8.65  43,250  -            -                          -<br>18 Gas Authority of India Ltd.  10            5,000  76.45  382,250  10 5,000  1,736,500<br>19 Gas Authority of India Ltd (Bonus) 10         21,664  76.45  1,656,213  10 8,332     2,893,704<br>20 Garden Silk Ind. Ltd.  10         14,389  5.25  75,542  10 14,389   287,780<br>21 Grasim Ind. Ltd.  2            2,250  475.40  1,069,650  2 2,250  1,930,950<br>22 Glenmark Pharmaceuticals Ltd 1         18,000  205.85  3,705,300  1 18,000  11,619,900<br>23 GPI Textiles 10            3,060  0.00        -    10 3,060       70,167<br>24 GTN Textiles Ltd.  10            5,000  7.54  37,700  10 5,000  46,400<br>25 Hathway Bhawani   10            3,180  9.36  29,765  10 3,180    12,307<br>26 Hindustan Motors 10            5,000  3.04  15,200  - -                          -<br>27 Hindustan Development Crop Ltd 10            3,500  0.00  -    10 3,500          19,600<br>28 Indian Oil Ltd. 10                    -    0.00          -    10 13,500  2,196,450<br>29 Indian Oil Ltd. (Bonus) 10                    -    0.00  -    10 70,500  11,470,350<br>30 IDFC Ltd. 10            2,000  14.85  29,700  10 40,000  1,856,000<br>31 IDFC Bank Ltd. 10            2,000  21.10      42,200  10 50,000      2,760,000<br>32 ISMT 10            5,000  2.61  13,050  - -                          -<br>33 Intense Technology 10            1,000  14.10  14,100  - -                          -<br>34 Jaiprakash Associates Ltd (Bonus) 2            5,500  1.07  5,885  2 5,500  30,250<br>35 JCT  Ltd.  2.50                    -    0.00        -   2.50 40,500         68,445<br>36 Karnataka Bank Ltd 10       100,000  42.05  4,205,000  10 100,000  13,345,000<br>37 Karnataka Bank Ltd (Bonus) 10         10,000  42.05  420,500  - -                          -<br>38 KCP Sugar 10         15,308  13.11  200,688  - -                          -<br>39 Kotak Mahindra Bank Ltd 5            1,000  1296.05  1,296,050  5 1,000  1,335,750<br>40 Kotak Mahindra Bank Ltd (Bonus) 5            1,000  1296.05  1,296,050  5 1,000  1,335,750<br>41 Laurus Labs Ltd. 10                    -    0.00          -    10 10,000  3,997,500<br>34 [th] ANNUAL REPORT 2019-20 52 | P a g e<br>**----- End of picture text -----**<br>


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## **DHANLAXMI COTEX LIMITED** 

|42|Larsen & Turbo|10|450|806.85|363,083|-|-|-|<br>-|
|---|---|---|---|---|---|---|---|---|---|
|43|Maars Software(Bonus)|10|24,850|0.26|6,461|10|24,850||6,461|
|44|Magnum Ventures|10|23,125|2.71|62,669|-|-||<br>-|
|45|MMTC Limited|10|1,500|12.35|18,525|-|-||<br>-|
|46|Nagarjuna Ferti|10|2,750|3.12|8,580|-|-||<br>-|
|47|Nagarjuna Oil|10|2,500|0.25|625|-|-||<br>-|
|48|NCC Ltd|2|36,747|18.80|690,844|2|36,747||4,137,712|
|49|Nahar Polyfilm|5|14,065|26.05|366,393|5|14,065||528,844|
|50|Nahar Spg. Ltd.|5|34,500|26.00|897,000|5|34,500||3,160,200|
|51|Nahar Capital Ltd.|5|3,288|51.45|169,168|5|3,288||297,564|
|52|Nahar IndustryEnterprises|10|13,787|17.65|243,341|10|13,787||605,939|
|53|Network -18 Media|5|53,821|18.40|990,306|5|53,821||1,918,719|
|54|Nextgen|10|800|1.78|1,424|-|-||<br>-|
|55|OrientPaper|2|1,000|14.60|14,600|2|10,129||10,026,191|
|56|Peninsulla Land Ltd.|2|15,000|2.34|35,100|2|10,000||83,200|
|57|Pennar Ind|10|5,000|14.00|70,000|-|-||<br>-|
|58|Prakash Pipes|10|1,912|23.40|44,741|-|-||<br>-|
|59|Prime Proper|10|675|9.57|6,460|-|-||<br>-|
|60|PunjLloyd Ltd.|2|25,000|0.85|21,250|2|25,000||52,750|
|61|Rana Sugars|10|25,000|3.30|82,500|||||
|62|Reliance Industries Ltd.|10|1,587|1113.75|1,767,521|10|1,587||2,163,433|
|63|Reliance Industries Ltd.(Bonus)|10|5,333|1113.75|5,939,629|10|5,333||7,269,146|
|64|Sail|10|2,000|23.05|46,100|-|-||<br>-|
|65|Sanpada Chem|10|20,000|10.60|212,000|-|-||<br>-|
|66|Sarla Perform|10|2,000|12.75|25,500|-|-||<br>-|
|67|Sun Pharmaceutical Ltd(Ranbaxy)|1|7,800|352.20|2,747,160|1|7,800||3,738,150|
|68|Shilpa Medicare Ltd.|1|176|244.65|43,058|1|10,185||3,464,937|
|69|Sistema Shyam Teleservices Ltd.|10|9,170|0.00|-|<br>10|9,170||77,512|
|70|Siti Network Ltd|10|250|0.55|138|-|-||<br>-|
|71|Sobha Limited|10|149|135.40|20,175|-|-||<br>-|
|72|Subex Limited|10|10,000|3.07|30,700|-|-||<br>-|
|73|Tata Comm|10|500|233.20|116,600|-|-||<br>-|
|74|Tata Steel|10|119|269.75|32,100|-|-||<br>-|
|75|TIL|1 0|100|100.95|10,095|-|-||<br>-|
|76|TV-18BroadcastLtd.|2|100,454|15.50|1,557,037|2|100,454||3,566,117|
|77|3I Infotech|10|40,000|1.32|52,800|-|-||<br>-|
|78|Vedanta Limited|10|720|64.75|46,620|-|-||<br>-|
|**Sub Total - A**|||||**49,564,389**||||**124,833,264**|
|||||||||||
|**UN QUOTED SHARES**||||||||||
|1|M R Shares BrokingPvt. Ltd.|-|-|-|-|10|600,000||6,000,000|
|2|V.R.M. Share BrokingPvt. Ltd.|-|-|-|-|10|350,000||3,500,000|
|**Sub Total - B**|||-|-|**-**||||**9,500,000**|
|**ASSOCIATE COMPANY SHARES**||||||||||
|1|Dhanlaxmi Fabrics Ltd|10|347,079|1.46|508,124|10|347,079||508,115|
|2|Dhanlaxmi Fabrics Ltd|10|838,000|22.01|18,444,380|-||-|-|
|**Sub Total - C**|||-|-|**18,952,504**|-||-|**508,115**|
|**Grand Total(A+B+C)**|||||**68,516,893**||||**134,841,379**|
|||||||||||
|**Note - 3**<br>**OTHER TAX ASSETS(NET)**|||||**Year Ended**<br>**31.03.2020**||||**Year Ended**<br>**31.03.2019**|
|Income Tax Receivables<br>**Total**|||||527,631<br>**527,631**||||690,871|
||||||||||**690,871**|
|||||||||||
|**Note - 4**<br>**OTHER NON-CURRENT ASSETS**|||||**Year Ended**<br>**31.03.2020**||||**Year Ended**<br>**31.03.2019**|
|Long Term Loans (ICD)<br>Deposits -Long Term<br>**Total**|||||62,998,663<br>1,524,260<br>**64,522,923**||||2,681,156<br>524,260|
||||||||||**3,205,416**|
|||||||||||
|**Note - 5**<br>**INVENTORIES**|||||**Year Ended**<br>**31.03.2020**||||**Year Ended**<br>**31.03.2019**|
|Stock -in -Trade (Shares)<br>**Total**|||||61,807,042<br>**61,807,042**||||177,375,704|
||||||||||**177,375,704**|



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```<br>DHANLAXMI COTEX LIMITED<br>Note - 6 Year Ended Year Ended<br>TRADE RECEIVABLES 31.03.2020 31.03.2019<br>More than Six Months                                     -                                -<br>Less than Six Months                              -                1,324,606<br>Total                            -               1,324,606<br>Note - 7 Year Ended Year Ended<br>CASH AND CASH EQUIVALENTS 31.03.2020 31.03.2019<br>Cash in Hand                   88,387                113,478<br>Balance with Bank               776,725             5,299,433<br>Total                 865,112            5,412,910<br>Note - 8 Year Ended Year Ended<br>CURRENT TAX ASSETS(NET) 31.03.2020 31.03.2019<br>Advance Tax & TDS Receivable                3,575,321                                   -<br>Provision for Income Tax (3,575,321) -<br>Total                        -                             -<br>Note - 9<br>Current Investments<br>SR. As at 31.03.2020  As at 31.03.2019<br>Fair Market Value<br>No.<br>Face  Face<br>QUOTED SHARES  Qty Rate Amount Qty Amount<br>value  value<br>1  Chennai Super Kings- Bonus 10 2,000  -                           -    10             2,000                  -<br>2  ABSL Liquid Fund 5,080,740<br>3  HDFC Liquied Fund      -    -                          -      5,375  15,111,425<br>4  Sundaram BNP PSU Fund 10 76,470 65.38  5,000,000  10 76,470  6,456,343<br>5  Motilaloswal Select Opportunity Fund 10 1,009,333  0.00  10,000,000  10 1,009,333  10,000,000<br>6  Edelwise Crossover Opportunity Fund          -    0.00  10,872,342  10                     - 7,500,000<br>Market Fare Value<br>Grand Total  Market Fare Value - B  30,953,082 39,067,768<br>- B<br>Total  (A+B) 99,469,974 Total  (A+B) 173,909,147<br>Note - 10 As at As at<br>EQUITY SHARE CAPITAL 31.03.2020 31.03.2019<br>Authorised  :<br>55,00,000 Equity Shares of Rs.10/- each 55,000,000  55,000,000<br>(Previous Year 55,00,000 Equity Shares of Rs.10/- each per value)<br>-<br>Issued, Subscribed & Paid up  :<br>48,71,350 Equity Shares of Rs.10/- each    48,713,500  48,713,500<br>fully paid-up in cash<br>(Previous Year 48,71,350 Equity Shares of Rs.10/- each per value)<br>TOTAL 48,713,500  48,713,500<br>Note No 10.1: The reconciliation of the number of shares outstanding at the beginning and at the end of reporting<br>Period 31-03-2020<br>Particulars As at 31st March, 2020  As at 31st March, 2019<br>No. of Shares  Amount  No. of Shares  Amount<br>Number of shares at the beginning 4,871,350  48,713,500         4,871,350   48,713,500<br>Add: Shares issued during the year          -              -             -              -<br>Less : Shares bought back (if any)          -              -             -              -<br>Number of shares at the end 4,871,350  48,713,500       4,871,350   48,713,500<br>Note No 10.2:  Terms/rights attached to equity shares<br>(a) The company has only one class of equity shares having a par value of Re. 10 per share. Each holder of equity shares is<br>entitled to one vote per share.<br>(b) In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the<br>company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity<br>shares held by the shareholders.<br>Note No 10.3: Aggregate number of bonus shares issued and sub-division of shares during the period of five years<br>immediately preceding the reporting date:<br>No Bonus Shares Issued and Sub-Division of shares during the period of five years.<br>34 [th] ANNUAL REPORT 2019-20 54 | P a g e<br>**----- End of picture text -----**<br>

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DHANLAXMI COTEX LIMITED

Name of Share Holders	Name of Share Holders	As at 31st March, 2020	As at 31st March, 2020	As at 31st March, 2020	As at 31st March, 2020	As at 31st March, 2020	As at 31st March, 2020	As at 31st March, 2019	As at 31st March, 2019	As at 31st March, 2019	As at 31st March, 2019
		No of Shares			% held			No of Shares		% held
Eskay Niryat Pvt. Ltd. Ajay Multi Projects Ltd. Ramautar S. Jhawar Kamala R. Jhawar		529540 141695 497115 508500				10.87 2.91 10.20 10.44		529540 141695 497115 508500		10.87 2.91 10.20 10.44

Note - 11
OTHER EQUITY								As at 31.03.2020		As at 31.03.2019
Capital Reserve At the beginning and at the end of the year General Reserve At the beginning and at the end of the year Security Premium Opening Balance Add: during the year Closing Balance Surplus Closing Balance Other Comprehensive Income Opening Balance Add: during the year Closing Balance Surplus Opening Balance (As per the last Balance sheet) Add: Transferred from surplus Sub Total - B
								1,185,603		1,185,603
								- 89,827,000 - -		- 89,827,000 - -
								89,827,000		89,827,000
								36,420,669 (170,838,757)		41,681,666 (5,260,997)
						(134,418,088)				36,420,669
						184,937,322 32,888,454				181,268,447 3,668,875
						217,825,776				184,937,322

Grand Total(A+B)						174,420,290				312,370,594

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 ST						MARCH, 2020
A. Equity Share Capital
Particulars											Amount
Balance at 31st March, 2019											48,713,500
Changes in equityshare capital duringtheyear											-
Balance at 31st March, 2020											48,713,500

B. Other Equity
Particulars	Reserves and Surplus								Other items of Other comprehensive income		Total
	Securities premium Reserve		Other Reserves & Incentives	General Reserves			Retained Earnings
Balance at 31st March, 2019	89,827,000		1,185,603	-			184,937,322		36,420,669		312,370,594
Profitforthe year	-		-	-			32,888,454		-		32,888,454
Final Dividend	-		-	-			-		-		-
Tax on Dividend	-		-	-			-		-		-
Trf to General Reserve	-		-	-			-		-		-
Fair Value effect of Investments of shares	-		-	-			-		(170,838,757)		(170,838,757)
Balance at 31st March, 2020	89,827,000		1,185,603	-			217,825,776		134,418,088		174,420,290

Note - 12 CURRENT LIABILITIES							Year Ended Year Ended 31.03.2020 31.03.2019
Trade Payable Total							60,418 - 60,418 -

B. Other Equity
			Reserves and Surplus			Other items of
Particulars		Securities premium Reserve	Other Reserves & Incentives	General Reserves	Retained Earnings	Other comprehensive income	Total
Balance at 31st March, 2019		89,827,000	1,185,603	-	184,937,322	36,420,669	312,370,594
Profitforthe year		-	-	-	32,888,454	-	32,888,454
Final Dividend		-	-	-	-	-	-
Tax on Dividend		-	-	-	-	-	-
Trf to General Reserve		-	-	-	-	-	-
Fair Value effect Investments of shares	of	-	-	-	-	(170,838,757)	(170,838,757)
Balance at 31st March, 2020		89,827,000	1,185,603	-	217,825,776	134,418,088	174,420,290

Note - 12					Year Ended		Year Ended
CURRENT LIABILITIES					31.03.2020		31.03.2019
Trade Payable						60,418	-
Total						60,418	-

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DHANLAXMI COTEX LIMITED

Note - 13
UNSECURED LOAN			Year Ended Year Ended 31.03.2020 31.03.2019
Loan From Director Total			2500000.00
			2,500,000 -

Note - 14 OTHER CURRENT LIABILITIES			Year Ended Year Ended 31.03.2020 31.03.2019
Creditors for Expenses Outstanding Expenses Outstanding Statutory Liabilities Short Term Borrowings Total			101,700 43,200 599,367 160,829 132,037 - -
			861,896 175,237

Note - 15 SALES			Year Ended Year Ended 31.03.2020 31.03.2019
Sale of Shares			50,713,324 49,031,016
Total			50,713,324 49,031,016

Note - 16 OTHER INCOME			Year Ended Year Ended 31.03.2020 31.03.2019
Interest Income Dividend Income Misc. Income Long Term Investment Profit Short Term Investment Profit Loss on F&O			5,753,241 3,144,222 2,543,877 2,598,214 - 456,130 44,439,215 3,656,315 626,699 63,747 (5,231,886) -
Total			48,131,147 9,918,627

Note - 17 PURCHASES			Year Ended Year Ended 31.03.2020 31.03.2019
Purchase of Shares			65,790,650 82,781,312
Total			65,790,650 82,781,312

Note - 18 Changes in Inventories			Year Ended Year Ended 31.03.2020 31.03.2019
Opening Stock : (Shares) ClosingStock :(Shares)			177,375,704 139,973,781 192,403,944 177,375,704
Total			(15,028,240) (37,401,923)

Note - 19 EMPLOYEES BENEFIT EXPENSES			Year Ended Year Ended 31.03.2020 31.03.2019
Directors Remuneration Directors Sitting Fees Staff Salary & Bonus Staff Welfare			6,000,000 6,000,000 18,000 22,000 2,343,912 505,141 21,352 87,966
			8,383,264 6,615,107

Note - 20 OTHER EXPENSES			Year Ended Year Ended 31.03.2020 31.03.2019
Establishment Expenses Audit Fees (See Notes) Advertisement & Exhibition Expenses Bank & Demat Charges Bad-Debts Company's Contribution to Provident Fund Conveyance Expenses Computer Repair & Maintenance Director Exam Fees			47,200 47,200 119,705 31,417 13,338 2,243 236 - 344,575 376,650 7,618 25,806 - 70,000 53,100 -

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DHANLAXMI COTEX LIMITED

E-Voting - Electricity Expenses 62,526 Filing Fees 9,850 GST 54,815 Interest Paid - Legal & Professional 445,672 Listing Fees & Depository Expenses 380,708 Medical Expenses 10,743 Office Expenses 110,760 Office Rent 160,000 Printing & Stationery 95,372 Postage, Courier & Telegram 7,701 Profession Tax 7,500 Repair & Maintenance 176,021 Service Charges & STT 771,339 Telephone Expenses 17,485 Travelling Expenses 209,409 Vehicle Expenses 104,894	5,900 - 8,418 - 497,718 560,400 305,620 105,174 60,000 76,140 53,081 7,500 175,164 28,003 245,091 90,801
TOTAL 3,210,567	2,772,325

E-Voting
-
Electricity Expenses
62,526
Filing Fees
9,850
GST
54,815
Interest Paid
-
Legal & Professional
445,672
Listing Fees & Depository Expenses
380,708
Medical Expenses
10,743
Office Expenses
110,760
Office Rent
160,000
Printing & Stationery
95,372
Postage, Courier & Telegram
7,701
Profession Tax
7,500
Repair & Maintenance
176,021
Service Charges & STT
771,339
Telephone Expenses
17,485
Travelling Expenses
209,409
Vehicle Expenses
104,894

5,900
-
8,418
-

497,718
560,400
305,620
105,174
60,000
76,140
53,081
7,500
175,164
28,003
245,091
90,801

TOTAL
3,210,567

2,772,325

21. Related party disclosure

a) Name of the related party and description of relationship.

Sr. No.	Related Parties	Nature of Relationship
(i)	M R Share BrokingPrivate Limited	GroupCompany
(ii)	VRM Share BrokingPrivate Limited	GroupCompany
(iii)	Ramautar Jhawar	Promoter
(iv)	Mahesh Jhawar	Promoter Whole Time Director
(v)	Kamla Jhawar	Promoter
(vi)	Gopal Mohta	Independent Director
(vii)	Natwar Agarwal	Independent Director
(viii)	Chandra Kishore Bohra	CFO
(ix)	Laxmi Jhawar	Promoter Director
(x)	Rahul Mahesh Jhawar	Promoter Director
(xi)	Arpit Tibrewala	Independent Director
(xii)	Niyati Ketan Shah	Independent Director

b) Details of Transactions and Balances during the year with related parties at the year end.

Sr. No.	Related parties	Nature of Transactions during theyear	2019-20 Rs.	2018-19 Rs.
(i)	Ramautar Jhawar	Rent	-	60,000
(ii)	Laxmi Jhawar	Deposit	1,000,000	-
(iii)	Mahesh Jhawar	Director Remuneration	5,000,000	-
(iv)	Mahesh Jhawar	Loan	2,500,000	-
(v)	Ramautar Jhawar	Director Remuneration	1,000,000	6,000,000
(vi)	M R Share BrokingPrivate Limited	Sale of Shares	91,595	4,210,038
(vii)	VRM Share BrokingPrivate Limited	Sale of Shares	44,487,388	12,470,288
(viii)	M R Share BrokingPrivate Limited	Purchase of Shares	24,136,454	3,104,256
(viii)	VRMShareBrokingPrivateLimited	Purchase ofShares	18,335,195	37,939,677
(ix)	Jhawar Trade and Investments	Sale of Shares	30,884,000	-
(x)	Konika Nirmal Shah	CompanySecretary	112,500	69,900
(xi)	Ganesh Singh	CFO Remuneration	180,000	-
(xii)	Chandra Kishore Bohra	CFO Remuneration	154,000	419,941

i) Director Remuneration is net of TDS Payable and Contribution to Provident Fund Account etc.

22. Financial instruments – Fair values and risk management

A. Accounting classification and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

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DHANLAXMI COTEX LIMITED

		As at 31st March 2020	As at 31st March 2020
Particulars		Carrying amount		Fair value
	Through OCI	Amortized Cost	Total	Level 1	Total
Financial assets Investments Trade Receivables Other Non-Current Assets Cash and cash equivalents Cash and cash equivalents	99,469,974 - - - -	- - 64,522,923 865,112 -	99,469,974 - 64,522,923 865,112 -	99,469,974 - - - -	99,469,974 - - - -
	99,469,974	65,388,035	164,858,009	99,469,974	99,469,974

Financial liabilities Trade Payables	-	861,896	861,896	-	-
	-	861,896	861,896	-	-

		As at 31st March 2019
Particulars		Carrying amount		Fair value
	Through OCI	Amortized Cost	Total	Level 1	Total
Financial assets Investments	173,909,147	-	173,909,147	173,909,147	173,909,147
Trade Receivable Other Non-Current Assets Cash and cash equivalents	- - -	1,324,606 3,205,416 5,412,910	1,324,606 3,205,416 5,412,910	- - -	- - -
	173,909,147	9,942,932	183,852,079	173,909,147	173,909,147

Financial liabilities Trade Payables	-	175,237	175,237	-	-
	-	175,237	175,237	-	-

B. Measurement of fair values

Valuation techniques and significant unobservable inputs

The Fair Value of the Financial Assets & Liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

C. Financial Risk Management

C. i. Risk management framework

A wide range of risks may affect the Company’s business and operational or financial performance. The risks that could have significant influence on the Company are market risk, credit risk and liquidity risk. The Company’s Board of Directors reviews and sets out policies for managing these risks and monitors suitable actions taken by management to minimize potential adverse effects of such risks on the company’s operational and financial performance.

C. ii. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s trade and other receivables, cash and cash equivalents and other bank balances. To manage this, the Company periodically assesses financial reliability of customers, taking into account the financial condition, current economic trends and analysis of historical bad debts and ageing of accounts receivable. The maximum exposure to credit risk in case of all the financial instruments covered below is restricted to their respective carrying amount.

(a) Trade and other receivables from customers

Credit risk in respect of trade and other receivables is managed through credit approvals, establishing credit limits and monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in the credit risk on an on-going basis through each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of default occurring on assets as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive forwarding-looking information such as:

i) Actual or expected significant adverse changes in business

ii) Actual or expected significant changes in the operating results of the counterparty

iii) Financial or economic conditions that are expected to cause a significant change to the counter-parties ability to meet its obligation

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DHANLAXMI COTEX LIMITED
iv) Significant changes in the value of the collateral supporting the obligation or in the quality of third party guarantees or credit
enhancements
Financial assets are written off when there is a no reasonable expectations of recovery, such as a debtor failing to engage in a
repayment plan with the Company. When loans or receivables have been written off, the Company continues to engage in
enforcement activity to attempt to recover the receivable due, When recoverable are made, these are recognized as income in
the statement of profit and loss.
The Company measures the expected credit loss of trade receivables and loan from individual customers based on historical
trend, industry practices and the business environment in which the entity operates. Loss rates are based on actual credit loss
experience and past trends. Based on the historical data, loss on collection of receivable is not material hence no additional
provision considered.
Ageing of Accounts receivables : (Amount in Rs.)
As at As at 31st
Particulars
March 31, 2020 March 2019
0 - 6 months - 1,324,606
Beyond 6 months - -
Total - 1,324,606
Financial Assets are considered to be of good quality and there is no significant increase in credit risk
(b) Cash and cash equivalents and Other Bank Balances
The Company held cash and cash equivalents and other bank balances as stated in Note No. 05. The cash and cash equivalents
are held with bank with good credit ratings and financial institution counterparties with good market standing.
C. iii. Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial asset.
Liquidity risk is managed by Company through effective fund management of the Company’s short, medium and long-term
funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves,
banking facilities and other borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching
the maturity profiles of financial assets and liabilities.
C. iv. Market risk
Market Risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises two types of risk: currency risk, interest rate risk.
C. iv.a Currency risk
The Company is not exposed to any currency risk on account of its operating and financing activities. The functional currency of
the Company is Indian Rupee. Our exposure is mainly denominated in INR's Only. The Company’s business model incorporates
assumptions on currency risks and ensures any exposure is covered through the normal business operations. This intent has
been achieved in all years presented. The Company has put in place a Financial Risk Management Policy to Identify the most
effective and efficient ways of managing the currency risks.
C. iv.b Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. The Company is exposed to interest rate risk through the impact of rate changes on interest-bearing
liabilities and assets. The Co. manages its interest rate risk by monitoring the movements in the market interest rates closely.
23. Company Overview
The Company ("M/S. DHANLAXMI COTEX LIMITED") is an existing public limited company incorporated on 19th January, 1989
under the provisions of the Indian Companies Act, 1956 and deemed to exist within the purview of the Companies Act, 2013,
having its registered office at 285, Princess Street, C J House, Mumbai - 400002. The Company's main activity is cornered with
trading in Shares & Securities, investment in Shares & Securities & Financing Activities. The equity shares of the Company are
listed on BSE Limited (“BSE”). The financial statements are presented in Indian Rupee (Rs.).
24. Significant Accounting Policies
This note provides a list of the significant accounting policies adopted in the preparation of these financial statements. These
policies have been consistently applied to all the years presented, unless otherwise stated.
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DHANLAXMI COTEX LIMITED

(A) Basis Of Preparation Of Financial Statement

The financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the "Act") [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act.

The financial statements up to year ended March 31, 2017 were prepared in accordance with the accounting standards notified under Companies (Accounting Standard) Rules, 2006 (as amended) and other relevant provisions of the Act. These financial statements are the first financial statements of the Company under Ind AS. Refer Note no. 24 on 'First Time Adoption of Ind AS' for an explanation of how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows which is separately presented in the annual report.

The financial statements were authorized for issue by the Company's Board of Directors on 17.07.2020.

These financial statements are presented in Indian Rupees (INR), which is also the functional currency. All the amounts have been rounded off to the nearest lacs, unless otherwise indicated.

The Company follows the mercantile system of accounting and recognizes income and expenditure on an accrual basis. The financial statements are prepared under the historical cost convention, except in case of significant uncertainties and except for the following:

(i) Investments are measured at fair value.

(B) Revenue Recognition

Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, trade discount taxes and amounts collected on behalf of third parties. The Company recognizes revenue when the amount of revenue can be reliably measured and it is probable that future economic benefits will flow to the company.

(I) Sales

(i) Domestic sales are recognized when significant risks and rewards are transferred to the buyer as per the contractual terms or on dispatch where such dispatch coincides with transfer of significant risks and rewards to the buyer.

(ii) The Company recognizes income from sale of shares & securities on accrual basis.

(II) Other Income

(i) Interest Income

Interest is recognized on a time proportionate basis, taking into account the amount outstanding and the coupon rate applicable.

(ii) Dividends

Income from dividend is accounted when such dividend has been received and the Company's right to receive payment is established

(iii) Gains on Investment

The Profit/Loss on investments having a material bearing on the financial statements have been recognized on accrual basis through OCI. Actual Gain/Loss on Sale of Investment is recognized in Profit and Loss statement through corresponding debits in OCI.

(C) Property, plant and equipment

On transition to Ind AS, The Company has elected to continue with the carrying value of all of its property, plant and equipment recognized as at 1 April 2016 measured as per the previous GAAP and used those carrying value as the deemed cost of the property, plant and equipment.

(i) All items of property, plant and equipment are stated at historical cost less accumulated depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

(ii) Depreciation

(a) Fixed assets are stated at cost less accumulated depreciation.

(b) The depreciation on tangible fixed assets has been provided on the straight-line method as per the useful life prescribed in Schedule II to the Companies Act, 2013.

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DHANLAXMI COTEX LIMITED

(E) Inventories Valuation

(i) Inventories are Stated at Cost

(F) Cash And Cash Equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents include cash on hand, other shortterm, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

(G) Trade receivables

Trade receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less provision for impairment.

(H) Trade and other payables

These amounts represent liabilities for goods and services provided to the Company prior to the end of financial year which are unpaid. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method.

(I) Borrowing Cost

(i) Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a prepayment for liquidity services and amortized over the period of the facility to which it relates.

"(ii) Borrowings are classified as current financial liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period. Where there is a breach of a material provision of a long-term loan arrangement on or before the end of the reporting period with the effect that the liability becomes payable on demand on the reporting date, the entity does not classify the liability as current, if the lender agreed, after the reporting period and before the approval of the financial statements for issue, not to demand payment as a consequence of the breach."

(J) Foreign Currency Transaction

(i) In respect of foreign exchange transaction, the transaction in foreign currency is recorded in rupees by applying the exchange rate prevailing at the time of the transaction. Amount short or excess realized/incurred is transferred to Statement of Profit and Loss.

(ii) All foreign currency liabilities / assets not covered by forward contracts are restated at the rates prevailing at the year end and any exchange differences are debited / credited to the Statement of Profit & Loss.

(K) Investments

All equity investments are measured at fair value, with value changes recognized in Other Comprehensive Income.

(L) Employee Benefit

(i) Short term employee benefits are recognized as an expense at the undiscounted amounts in the Statement of Profit & Loss for the year in which the related service is rendered.

(O) Earnings Per Share

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. Earnings considered in ascertaining the Company's earnings per share is the net profit for the period. The weighted average number equity shares outstanding during the period and all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares that have changed the number of equity shares outstanding, without a corresponding change in resources.

(P) Taxation

"(i) The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for the jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences, to unused tax losses and unabsorbed depreciation.

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DHANLAXMI COTEX LIMITED

Current and deferred tax is recognized in the Statement of Profit and Loss except to the extent it relates to items recognized directly in equity or other comprehensive income, in which case it is recognized in equity or other comprehensive income."

(ii) Provision for Income tax is made on the basis of the estimated taxable income for the current accounting period in accordance with the Income- tax Act, 1961 and Revised Income Computation and Disclosure Standards (ICDS) of the Incometax Act, 1961.

(iii) Deferred tax is provided using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled. The carrying amount of deferred tax assets is reviewed at each reporting date and adjusted to reflect changes in probability that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets are recognized for all deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.

(iv) Current and deferred tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the no tax has been recognized in the books of Accounts.

(Q) Impairment of Assets

The Company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any such indication exists, the management estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the assets belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognized in the statement of profit and loss. If at the balance sheet date there is an indication that if a previously assessed impairment loss no longer exists, the recoverable amount is reassessed, and the asset is reflected at the recoverable amount subject to a maximum of depreciated historical cost.

(R) Provisions and Contingent Liabilities

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

(S) Operating Cycle

Based on the nature of products/activities of the Company and the normal time between acquisition of assets and their realization in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current.

(T) Financial Instruments

(I) Financial Assets

(i) Initial recognition and measurement

All financial assets and liabilities are initially recognized at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities, which are not at fair value through profit or loss, are adjusted to the fair value on initial recognition. Purchase and sale of financial assets are recognized using trade date accounting.

(ii) Subsequent measurement

(a) Financial assets carried at amortized cost (AC): A financial asset is measured at amortized cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

(b) Financial assets at fair value through other comprehensive income (FVTOCI): A financial asset is measured at FVTOCI if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

(c) Financial assets at fair value through profit or loss (FVTPL): A financial asset which is not classified in any of the above categories are measured at FVTPL.

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DHANLAXMI COTEX LIMITED

(iii) Impairment of financial assets

In accordance with Ind AS 109, the Company uses ‘Expected Credit Loss’ (ECL) model, for evaluating impairment of financial assets other than those measured at fair value through profit and loss (FVTPL).

Expected credit losses are measured through a loss allowance at an amount equal to:

(a) The 12-months expected credit losses (expected credit losses that result from those default events on the financial instrument that are possible within 12 months after the reporting date); or

(b) Full lifetime expected credit losses (expected credit losses that result from all possible default events over the life of the financial instrument).

For trade receivables Company applies ‘simplified approach’ which requires expected lifetime losses to be recognized from initial recognition of the receivables. The Company uses historical default rates to determine impairment loss on the portfolio of trade receivables. At every reporting date these historical default rates are reviewed and changes in the forward looking estimates are analyzed.

For other assets, the Company uses 12 month ECL to provide for impairment loss where there is no significant increase in credit risk. If there is significant increase in credit risk full lifetime ECL is used.

(II) Financial Liabilities

(i) Initial recognition and measurement

All financial liabilities are recognized at fair value and in case of loans, net of directly attributable cost. Fees of recurring nature are directly recognized in the Statement of Profit and Loss as finance cost.

(ii) Subsequent measurement

Financial liabilities are carried at amortized cost using the effective interest method. For trade and other payables maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.

25. FIRST TIME ADOPTION OF IND AS

The Company has adopted Ind AS with effect from 1st April 2017 with comparatives being restated. Accordingly the impact of transition has been provided in the Opening Reserves as at 1st April 2016. The figures for the previous period have been restated, regrouped and reclassified wherever required to comply with the requirement of Ind AS and Schedule III.

Explanation 1 - Exemptions and exceptions availed

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS.

(I) Ind AS Optional exemptions

Deemed Cost - Property, Plant and Equipment and Intangible Assets

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognized in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets. Accordingly, the Company has elected to measure all of its property, plant and equipment and intangible assets at their previous GAAP carrying values.

(II) Ind AS mandatory exemptions

(i) Estimates

An entity's estimates in accordance with Ind AS' at the date of transition to Ind AS shall be consistent with the estimates made for the same date in accordance with the previous GAAP (after adjustments to reflect any difference in accounting policies) unless there is an objective evidence that those estimates were in error.

(ii) Classification and measurement of financial assets (other than equity instruments)

Ind AS 101 requires an entity to assess classification and measurement of financial assets on the basis of the facts and circumstances that exists at the date of transition to Ind AS.

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(iii) De-recognition of financial assets and financial liabilities

Ind AS 101 requires a first time adopter to apply the de-recognition provisions for Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS. However, Ind AS 101 allows first time adopter to apply the DE recognition requirements provided that the information needed to apply Ind AS 109 to financial assets and financial liabilities derecognized as a result of past Ind AS 101 retrospectively from the date of entity's choosing, transactions was obtained at the time of initially accounting for the transactions.

26. Due to (COVID-19) as a pandemic, financial market was downwards with reason to believe due to liquidity measure. Management have no liquidity shortage and reason to believe that valuation of stock down is temporary nature and it will likely to be raised soon due to fundamentals of stock are very good. Hence Valuation of stock had taken at Cost value. However a corresponding effect of cost and market value have taken in OCI (other comprehensive income)

27. "The World Health Organization has declared the novel coronavirus (COVI 0- 19) as a pandemic on March 11, 2020. Besides the impact of this outbreak on human life, it has also disrupted the financial, economic and social structures of the entire world. The Central Government in India also declared a national lockdown from March 25, 2020 to May 31, 2020, through various notifications, and subsequently the Central Government has announced Unlock 1.0 till June 30, 2020. During the unlock 1.0 period private offices are allowed to operate with 10% of the staff with certain conditions initially and restricted the movement as a preventive/ precautionary measures to avoid the spread of COVID- 19. The Company remains fully compliance with the guidelines and direction of both Central and State Government. The situation has caused uncertainty and impacted the collection and other operations of the Company. However. with various remote working measures, the Company has been able to restore its normal operations except certain functions which require physical movement E.g. field level visits."

28. The previous year figures have been regrouped / reclassified, wherever necessary to conform to the current presentation as per the schedule III of Companies Act, 2013.

As per our attached report of even date For and on behalf of the Board of Directors For R. Soni & Co. Chartered Accountants (Registration No. 130349W) UDIN: 20133240AAAALQ2621 Sd/Sd/-

Sd/Mahesh S. Jhawar (Whole Time Director) DIN: 00002908

Sd/Sd/Rahul M. Jhawar Natwar Agarwal (Director) (Director) DIN: 07590581 DIN: 08170211

Sd/Rajesh Soni (Partner ) (Membership No. 133240)

Sd/Sd/Ganesh Singh Khyati Modi (Chief Financial Officer) (Company Secretary)

Place: Mumbai Dated: 17th July 2020

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AI assistant

Dhanlaxmi Cotex Ltd. — Annual Report 2020

64218_rns_2020-09-07_2c7d2db7-9fc5-43f6-a7ad-95090ac74407.pdf

DHANLAXMI COTEX LIMITED

DHANLAXMI COTEX LIMITED

ORDINARY BUSINESSES:

a) To fill the casual vacancy:

b) For a period of five years:

SPECIAL BUSINESSES:

DHANLAXMI COTEX LIMITED

THE INTRUCTIONS FOR SHAREHOLDRES FOR REMOTE E-VOTING ARE AS UNDER:

For Shareholders holding shares in Demat Form and Physical Form

DHANLAXMI COTEX LIMITED

PROCESSES FOR THOSE SHAREHOLDERS WHO’S EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE EGM/AGM THROUGH VC/OAVM ARE AS UNDER:

INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE AGM/EGM ARE AS UNDER:-

DHANLAXMI COTEX LIMITED

ITEM NO. 4

ITEM NO. 5

DHANLAXMI COTEX LIMITED

DHANLAXMI COTEX LIMITED

DETAILS OF THE DIRECTORS SEEKING APPOINTMENT/ RE-APPOINTMENT AT THE FORTHCOMING ANNUAL GENERAL MEETING

(In pursuance of Regulation 36(3) of the LODR Regulation, 2015)

DIRECTORS’ REPORT

To Dear Members, Dhanlaxmi Cotex Limited

SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:

STANDALONE FINANCIAL RESULTS:

TRANSFER TO RESERVES:

DIVIDEND:

DEPOSITS:

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

NUMBER OF MEETINGS OF THE BOARD:

BOARD OF DIRECTORS:

DHANLAXMI COTEX LIMITED

DIRECTORS’ RESPONSIBILITY STATEMENT:

DECLARATION OF INDEPENDENCE BY DIRECTORS:

DHANLAXMI COTEX LIMITED

BOARD EVALUATION:

MEETING OF INDEPENDENT DIRECTORS:

STATUTORY AUDITORS:

DHANLAXMI COTEX LIMITED

AUDITORS REPORT:

COMMITTEES OF THE BOARD:

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

DHANLAXMI COTEX LIMITED

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

EXTRACT OF ANNUAL RETURNS:

CORPORATE GOVERNANCE:

CEO AND CFO CERTIFICATION:

CERTIFICATE OF NON- DISQUALIFICATION OF DIRECTORS

BANK AND FINANCIAL INSTITUTIONS:

ACKNOWLEDGMENTS:

DHANLAXMI COTEX LIMITED

DHANLAXMI COTEX LIMITED

FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN

DHANLAXMI COTEX LIMITED

DHANLAXMI COTEX LIMITED

EVALUATION OF INDEPENDENT DIRECTORS AND BOARDS PERFORMANCE

SEPARATE MEETING OF INDEPENDENT DIRECTOR

FAMILIARIZATION PROGRAM

DETAILS OF DIRECTOR APPOINTED AND RE-APPOINTED DURING THE YEAR:

CODE OF CONDUCT

PRESENT DIRECTORSHIP IN OTHER COMPANIES AND COMMITTEE POSITION INCLUDING DHANLAXMI COTEX LIMITED)

DHANLAXMI COTEX LIMITED

DISCLOSURES:

DETAILS OF NON-COMPLIANCE BY THE COMPANY, PENALTIES AND STRICTURES IMPOSED ON THE COMPANY BY STOCK EXCHANGES OR SEBI, OR ANY STATUTORY AUTHORITIES, ON ANY MATTER RELATED TO CAPITAL MARKETS DURING LAST THREE YEARS: NIL

LISTING:

DETAILS OF SUBSIDIARY AND ASSOCIATE COMPANIES:

PREVENTION OF INSIDER TRADING:

CEO AND CFO CERTIFICATION:

OTHER DISCLOSURES:

DHANLAXMI COTEX LIMITED

M/s Big Share services Pvt Ltd

M/s. Dhanlaxmi Cotex Limited

By Order of the Board of Directors

Dhanlaxmi Cotex Ltd. Annual Report 2020