34th annual report for the year ended · dhanleela investments & trading company ltd 34th...

DHANLEELA INVESTMENTS & TRADING CO LTD.

34th ANNUAL REPORT

FOR THE YEAR ENDED

31ST MARCH, 2014

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DHANLEELA INVESTMENTS & TRADING CO LTD.

DIRECTORS:

Mr. Avinash M. Khire

Mr.Pramodkumar Harlalka

Mr. Vipul Dangi

Mrs. Varsha Dangi

BANKERS:

KOTAK MAHINDRA BANK LTD

AUDITORS:

PARAS A. SHAH & CO. Chartered Accountants

REGISTERED OFFICE: 573,J.S.S.Road,2nd Floor,Chira Bazar,Next to Sharda Hotel,

Opp.Chandan Wadi,Mumbai-400002.

REGISTRAR AND SHARE TRANSFER AGENT

Bigshare Services Pvt. Ltd.

E-2, Ansa Industrial Estate, Saki Vihar Road,

Saki Naka, Andheri (E), Mumbai 400 072.

DHANLEELA INVESTMENTS & TRADING COMPANY LTD 34th Annual Report

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NOTICE NOTICE is hereby given that the 34th Annual General Meeting of the shareholders of the Company will be held on 27th September, 2014 at 10.00 AM at The Maharaja Business Hotel, Kohinoor Complex, Service Road, Western Express Highway, Rawalpada Dahisar(east), Mumbai-400068.to transact the following business: ORDINARY BUSINESS:

1 To receive, consider and adopt the Audited Balance Sheet as at and the Audited Profit and Loss Account of the Company for the period ended 31st March, 2014 together with Directors’ Report and Auditors’ Report thereon.

2 To consider and if thought fit, to pass with or without modifications, the following, resolution as an Ordinary Resolution:

“RESOLVED THAT Mrs. Varsha Dangi (DIN No: 00542551) a Director liable to retire by rotation pursuant to section 152(6) of the Companies Act 2013, who seek re-election, be re-appointed as the director of the Company.

3 To re-appoint M/s Paras Shah & Co, Chartered Accountants, Mumbai as Statutory Auditors of the Company by passing following resolution:

“RESOLVED THAT pursuant to provision of section 139 of the Companies Act 2013 (as amended or re-enacted from time to time) read with rule no 3 of the Companies (Audit and Auditors) Rules 2014, M/s Paras Shah & Co, Chartered Accountants, whose appointment has been duly approved by the Audit Committee and the Board of Directors in their respective meeting held on 12th August 2014 be and are hereby appointed as the Statutory Auditors of the Company who shall hold office from the conclusion of this meeting till the conclusion of the 5th consecutive Annual general meeting from this year Annual General meeting, on a remuneration as may be fixed by the Board of Directors of the Company. RESOLVED FURTHER THAT appointment of the Auditor shall be subject to the ratification at each annual general meeting held after forthcoming annual general meeting RESOLVED FURTHER THAT any of the directors of the Company be and is hereby severally authorized to file form ADT-1 with the Registrar of Companies with the prescribed time." SPECIAL BUSINESS:

4 Appointment of Mr. Avinash Madhav Khire as Independent Director. To Consider and if thought fit to pass the following resolution with or without modification as an Ordinary Resolution: RESOLVED THAT Mr. Avinash Madhav Khire(DIN-02399448) be and is hereby appointed as Independent director on the Board of the Company for a period of 5 years pursuant to the provisions of section 149 of the Companies Act, 2013 & its schedule IV (as amended or re-enacted from time to time) read with rule no 4 of the Companies (Appointment and Qualifications of Directors) Rules 2014,. RESOLVED FURTHER THAT pursuant to section 149, 152,164,165 & 184 of the Companies Act, 2013 (as amended or re-enacted from time to time) (hereinafter referred to as


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Act) read with rule no 8 & 14 of the Companies (Appointment and Qualifications of Directors) Rules 2014, the consent for appointment as director of the Company given in form no DIR-2 along with declaration that he, is not disqualified to be appointed as director in DIR-8 , meets the criteria of independence as prescribed in the Act, will abide by the code of conduct prescribed in Schedule IV to the Act and that post appointment his number of director will be within the maximum number allowed under the Act and disclosure of interest, as laid before the meeting and duly initialed by the chairman for purpose of identification, be and is hereby take note off. RESOLVED FURTHER THAT pursuant to section 149 of the Companies Act, 2013 & its schedule (as amended or re-enacted from time to time), any of the directors of the Company be and is hereby severally authorized to sign and submit the letter of appointment to the said director, copy of which is laid before the meeting and initialed by the director for the purpose of identification. RESOLVED FURTHER THAT pursuant to section 152 & 170 of the Companies Act, 2013 & its schedule (as amended or re-enacted from time to time) read with rule no 8 & 18 of the Companies (Appointment and Qualifications of Directors) Rules 2014, any of the directors of the Company be and is hereby severally authorized to do all such acts, deeds and things to give effect to this resolution including signing, executing, submitting any application (s), document(s), letter(s) etc. and to file form no DIR-12 with the Registrar of Companies within the prescribed time and fees and to do the necessary entries in the Register of Director and Key Managerial Personnel. 5 Appointment of Mr. Pramod Kumar Bajrang Harlalka as Independent Director: To Consider and if thought fit to pass the following resolution with or without modification as an Ordinary Resolution: RESOLVED THAT Mr. Pramod Kumar Bajrang Harlalka(DIN-06577031) be and is hereby appointed as Independent director on the Board of the Company for a period of 5 years pursuant to the provisions of section 149 of the Companies Act, 2013 & its schedule IV (as amended or re-enacted from time to time) read with rule no 4 of the Companies (Appointment and Qualifications of Directors) Rules 2014. RESOLVED FURTHER THAT pursuant to section 149, 152,164 , 165 & 184 of the Companies Act, 2013 (as amended or re-enacted from time to time) (hereinafter referred to as Act) read with rule no 8 & 14 of the Companies (Appointment and Qualifications of Directors) Rules 2014, the consent for appointment as director of the Company given in form no DIR-2 along with declaration that he, is not disqualified to be appointed as director in DIR-8 , meets the criteria of independence as prescribed in the Act, will abide by the code of conduct prescribed in Schedule IV to the Act and that post appointment his number of director will be within the maximum number allowed under the Act and disclosure of interest , as laid before the meeting and duly initialed by the chairman for purpose of identification, be and is hereby take note off. RESOLVED FURTHER THAT pursuant to section 149 of the Companies Act, 2013 & its schedule (as amended or re-enacted from time to time), any of the directors of the Company be and is hereby severally authorized to sign and submit the letter of appointment to the said


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director, copy of which is laid before the meeting and initialed by the director for the purpose of identification. RESOLVED FURTHER THAT pursuant to section 152 & 170 of the Companies Act, 2013 & its schedule (as amended or re-enacted from time to time) read with rule no 8 & 18 of the Companies (Appointment and Qualifications of Directors) Rules 2014, any of the directors of the Company be and is hereby severally authorized to do all such acts, deeds and things to give effect to this resolution including signing, executing, submitting any application (s), document(s), letter(s) etc. and to file form no DIR-12 with the Registrar of Companies within the prescribed time and fees and to do the necessary entries in the Register of Director and Key Managerial Personnel.

6 Re-Appointment of Mr. Vipul Dangi as Managing Director and Chief Executive Officer To consider and if thought fit, to pass with or without modifications, the following, resolution as a Special Resolution: RESOLVED THAT pursuant to provision of section 196 & 203 of the Companies Act 2013 (as amended or re-enacted from time to time) (hereinafter referred to as Act) the consent of the shareholders be and is hereby accorded to re-appoint Mr. Vipul Dangi, (DIN-01191514) as the Whole time Director in the capacity as Managing Director and Chief Executive Officer as Whole time Key Managerial Personnel (KMP) of the Company with effect from 12th August 2014 for a period of 3 years on the terms and conditions contained in the letter of appointment/ memorandum of understanding/appointment agreement, a copy of which is laid and has been initialed by the Chairman for the purpose of identification be and is hereby approved by the shareholders. Mr. Vipul Dangi, shall perform the duties which may be performed by a KMP under the Act, and any other duties assigned to him by the Board from time to time RESOLVED FURTHER THAT pursuant to provision of section 196 & 197 of the Act (as amended or re-enacted from time to time) read with Schedule IV, the appointee shall be a paid a monthly remuneration of 22000/- p.m details of which are contained in the letter of appointment, a copy of which is laid and has been initialed by the Chairman for the purpose ofidentification. RESOLVED FURTHER THAT pursuant to provision of section 170 of the Act (as amended or re-enacted from time to time) read with rule no 17 & 18 of the Companies (Appointment and Qualification of Directors) Rules 2014, the appointee is directed to furnish the information to be entered in the Register of directors and key managerial personnel and any of the Director of the Company be and is hereby severally authorized to do the necessary entries in the register and authenticate them. RESOLVED FURTHER THAT pursuant to provision of section 117, 170 of the Act (as amended or re-enacted from time to time) read with rule no 18 of the Companies (Appointment and Qualification of Directors) Rules 2014, rule no 24 of the Companies (Management and Administration) Rules 2014 and rule no 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, any of the director of the Company be and is hereby severally authorized to sign and file Form no DIR-12, MGT-14 & MR 1 with the Registrar within the prescribed time with necessary fees.


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7 Re-Appointment of Mrs. Varsha Dangi as Chairperson and Chief Financial Officer To consider and if thought fit, to pass with or without modifications, the following, resolution as a Special Resolution: RESOLVED THAT pursuant to provision of section 196 & 203 of the Companies Act 2013 (as amended or re-enacted from time to time) (hereinafter referred to as Act) the consent of the shareholders be and is hereby accorded to re-appoint Mrs. Varsha Dangi(DIN-00542551) as Whole Time Director in the capacity as Chairperson and Chief Financial Officer as Whole time Key Managerial Personnel (KMP) of the Company with effect from 12th August 2014 for a period of 3 years on the terms and conditions contained in the letter of appointment/ memorandum of understanding/appointment agreement, a copy of which is laid and has been initialed by the Chairman for the purpose of identification be and is hereby approved by the shareholders. Mrs. Varsha Dangi, shall perform the duties which may be performed by a KMP under the Act, and any other duties assigned to her by the Board from time to time. RESOLVED FURTHER THAT pursuant to provision of section 170 of the Act (as amended or re-enacted from time to time) read with rule no 17 & 18 of the Companies (Appointment and Qualification of Directors) Rules 2014, the appointee is directed to furnish the information to be entered in the Register of directors and key managerial personnel and any of the Director of the Company be and is hereby severally authorized to do the necessary entries in the register and authenticate them. RESOLVED FURTHER THAT pursuant to provision of section 117, 170 of the Act (as amended or re-enacted from time to time) read with rule no 18 of the Companies (Appointment and Qualification of Directors) Rules 2014, rule no 24 of the Companies (Management and Administration) Rules 2014 and rule no 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, and any of the director of the Company be and is hereby severally authorized to sign and file Form no DIR-12, MGT-14 & MR 1 with the Registrar within the prescribed time with necessary fees.

8. To consider and if thought fit, to pass with or without modifications, the following, resolution as a Special Resolution:

RESOLVED THAT pursuant to the provisions of section 14 of the Companies Act, 2013 (as amended or re-enacted from time to time), existing Articles of Association be replaced with new set of Articles of Association in pursuance to the Table F of the Companies Act 2013 and other provisions as applicable to the Company as laid before the meeting, duly initialed by the Chairman for the purpose of identification be and is here adopted. RESOLVED FURTHER THAT pursuant to rule no 24 of the Companies (Management and Administration) Rules 2014, any of the Director of the Company be and is hereby authorized to do all such acts, deeds and things to give effect to this resolution and to do file form no MGT-14 with the Registrar of Companies within the prescribed time and fees.

By Order of the Board of Directors For Dhanleela Investments And Trading Co Ltd.

Sd/- Place: Mumbai Vipul Dangi Date: 12/08/2014 (Chairman & Managing Director)


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NOTES:

1. A member entitled to attend and vote on a poll is entitled to appoint a proxy to attend and vote instead of himself/herself and the proxy need not be a member. a person can act as proxy on behalf of members upto and not exceeding fifty (50) and holding in the aggregate not more than ten percent (10%) of the total share capital of the company. further, a member holding more than ten percent (10%) of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or member. The instrument appointing proxy must be deposited at the registered office of the company not less than 48 hours before the time of holding the meeting. Proxies in order to be effective must be received by the company not less than 48 hours before the meeting.

2. Pursuant to the provisions of section 91 of the Companies Act, 2013, the register of members and share transfer books of the company will remain closed from 23rd September 2014 to 27th September, 2014, both days inclusive.

3. Members are requested to address all communication regarding transfer of shares, change of address etc. directly to the Share Transfer Agent of the Company, Bigshare Services Pvt Ltd E-2/3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai Maharashtra 400072 and in case their shares are held in the dematerialized form, this information should be passed on to their respective Depository Participants without any delay.

4. Members desirous of availing nomination facility may send their nomination in the prescribed form. Nomination forms can be obtained from the Registrars/ Company.

5. Members desirous of obtaining any information concerning the account and operations of the Company are requested to address their queries to the Chairman, so as to reach the Registered Office of the Company at least seven days before the date of the Meeting, to enable the Company to make available the required information at the Meeting, to the extent possible.

6. On dematerialisation of shares, the nomination registered by the Company automatically stands cancelled. In the case of shares held in electronic (dematerialised) form, the Members are given an option of nomination at the time of opening a demat account. If no nomination is made at the time of opening the demat account, they should approach their respective Depository Participant.

We, therefore, appeal to the members to register their name in getting the documents in electronic mode by sending an e mail giving their Registered Folio No. and/or DP Id/Client Id to the dedicated e mail address at www.dhanleelainvestments.com

7. Members/Proxies are requested to bring the Attendance Slip sent with this Notice duly filled-in for attending the meeting.

8. Explanatory Statement pursuant to section 102 of the Companies Act, 2013 forms part of this Notice hereto.

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9. Members are requested to bring their copy of Annual report to the meeting.

10. In terms of circular no.MRD/DoP/Cir-05/2010 dated 20th May, 2009 issued by Securities and Exchange Board of India (SEBI) it is now mandatory for the transferee of the physical shares to furnish copy of PAN card to the Company or its RTA for registration of transfer of shares. Shareholder is requested to furnish copy of PAN card at the time of transferring their physical shares.

11. As required by Clause 49 of the Listing Agreement, the particulars of Directors who are proposed to be appointed are given below:

Name Vipul Dangi Varsha Dangi Avinash Khire Pramod Bajrang Harlalka

Age 40 years 33 years 72 years 53 years Qualification B.Com B.Com B.com B.Com Nature of Expertise

Marketing, Export

Marketing, Finance Strategic Planning.

Human Resource

Development, Communication,

Public Relations, Art and Publicity

Marketing And Banking

Finance, Taxation & Accounts.

No of years of Experience in the industry

16 years 11 years 36 years 26 years.

Name of the Companies in which also holds Directorship

Gurukirpa Finvest Limited

Gurukirpa Finvest Limited

Kosha Investments

Limited Millenium Caribonum

Limited

Nil

Name of the Companies in committees of which also holds Membership/ Chairmanship

Nil Nil Nil Nil

Shareholding in the Company

Nil Nil Nil Nil

E voting:

1. According to section 108 of Companies Act, 2013, read with Rule 20 of Companies (Management and Administration) Rules, 2014 e-voting is mandatory for all listed Companies or Companies having Shareholders not less than one thousand.

2. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members the facility to exercise their right to vote at the Annual General Meeting (EGM) by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Services (I) Limited (CDSL):


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3. A member may exercise his vote at any general meeting by electronic means and company may pass any resolution by electronic voting system in accordance with the Rule 20 of the Companies (Management and Administration) Rules, 2014.

4. During the e-voting period, members of the Company, holding shares either in physical form or dematerialized form, as on a fixed date, may cast their vote electronically.

5. The e-Voting shall remain open from 21nd September, 2014 (9.00 a.m.) till 23rd September, 2014 (6.00 p.m.).

6. *E-Voting shall be completed three days prior to the date of Annual General Meeting which is scheduled to be held on 27th September, 2014.

7. The Board of Directors at their meeting have appointed Ms. Divya Momaya, Proprietor of D.S. Momaya & Co, Company Secretaries as the scrutinizer for e-Voting to unblock the votes in favour or against, if any, and to report forthwith to the Chairman. The scrutinizer will be responsible to conduct e-Voting in a fair and transparent manner.

8. Vote once casted by the member cannot be changed/ altered.

Process of E voting: 1. Log on to the e-voting website www.evotingindia.com

2. Click on “Shareholders” tab.

3. Now, select the “COMPANY NAME” from the drop down menu and click on “SUBMIT”

4. Now Enter your User ID

5. For CDSL: 16 digits beneficiary ID,

6. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

7. Members holding shares in Physical Form should enter Folio Number registered with

the Company.

8. Next enter the Image Verification as displayed and Click on Login.

9. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

10. If you are a first time user follow the steps given below: For Members 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)

• Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the last 8 digits of the demat account/folio number in the PAN field.

• In case the folio number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with folio number 100 then enter RA00000100 in the PAN field.

DOB# Enter the Date of Birth as recorded in your demat account or in the

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company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details#

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.

• Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the number of shares held by you as on the cut off date in the Dividend Bank details field.

11. After entering these details appropriately, click on “SUBMIT” tab. 12. Members holding shares in physical form will then reach directly the Company

selection screen. However, members 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.

13. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

14. Click on the EVSN for the relevant Dhanleela Investments and Trading Company Limited on which you choose to vote.

15. 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.

16. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

17. 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.

18. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

19. You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

20. If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

21. Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.co.in and register themselves as Corporates.

• They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to [email protected].

• After receiving the login details they have to create a user who would be able to link the account(s) which they wish to vote on.

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

https://www.evotingindia.co.in/�

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

In case of members receiving the physical copy:

• Please follow all steps from sl. no. (i) to sl. no. (xvii) above to cast vote. • The voting period begins on 21st September (9.00A.M.) and ends on 23rd September

(6.00 P.M.)During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 22nd August 2014, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

22. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.co.in under help section or write an email to [email protected].

23. The e-Voting period commences on 21st September, 2014 (9.00 a.m.) and ends on 23rd September, 2014 (6.00 p.m.). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of i.e. August 22nd , 2014, may cast their vote electronically. The e-Voting module shall also be disabled by CDSL for voting thereafter. Once the vote on a resolution is casted by the shareholder, the shareholder will not be allowed to change it subsequently.

24. The voting rights of Shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on, August 22nd, 2014.

25. Since the Company is required to provide facility to the members to exercise their right to vote by electronic means, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on August 22nd, 2014 and not casting their vote electronically, may cast their vote at the Annual General Meeting.

26. The Scrutinizer shall within a period of not exceeding three (3) working days from the conclusion of the e-Voting period unlock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

27. The Results shall be declared on or after the Annual General Meeting of the Company. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www. dhanleelainvestments.com and on the website of CDSL within two(2) days of passing of the resolutions at the Annual General Meeting of the Company on 27th September, 2014 and communicated to the BSE Limited.

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STATEMENT ANNEXED TO THE NOTICE (Pursuant to section 102 of the Companies Act, 2013 read with Commencement

Notification Of Companies Act 2013 dated 12th September 2014.)

Item no 4: Mr. Avinash Khire was re-appointed as Independent Director in the meeting of Board of Directors on 12th August 2014 for a period of five years, subject to approval of shareholders. The Nomination and Remuneration Committee has identified Mr. Avinash Khire as the qualified candidate for the post of Director and Independent Director and has recommended his appointment to the Board of Directors. The Board of Directors recommends to appoint Mr. Avinash Khire as the Director vide Item No. 4 Independent Director. Further, the Independent Director shall not be liable to retire by rotation. The Board recommends the proposed resolution for your approval as an Ordinary resolution. Except Mr. Avinash Khire, no other director is interested in the resolution. Item no. 5 Mr.Pramod Bajranglal Harlalka was re-appointed as Independent Director in the meeting of Board of Directors on 12th August 2014 for a period of five years, subject to approval of shareholders. The Nomination and Remuneration Committee has identified Mr. Pramod Bajrang Harlalka as the qualified candidate for the post of Director and Independent Director and has recommended his appointment to the Board of Directors. The Board of Directors recommends appointing Mr. Pramodkumar Bajranglal Harlalka as the Director vide Item No. 5 Independent Director. Further, the Independent Director shall not be liable to retire by rotation. The Board recommends the proposed resolution for your approval as an Ordinary resolution. Except Mr. Mr. Pramodkumar Bajranglal Harlalka, no other director is interested in the resolution. Item No 6 Mr. Vipul Dangi was re-appointed as Managing Director and Chief Executive Officer in the meeting of Board of Directors on 12th August 2014 for a period of 3 years, subject to approval of shareholders. The Nomination and Remuneration Committee has identified Mr. Vipul Dangi as the qualified candidate for the post of Managing director and CEO and has recommended his appointment to the Board of Directors. The Board of Directors recommends appointment of Mr. Vipul Dangi as the Managing Director and CEO on the terms and conditions as set out in his appointment letter and as mutually agreed between the appointee and the Company. The Board is hopeful that immense experience of Mr. Vipul Dangi will benefit the Company to achieve higher results and overall growth of the Company. The Board recommends the proposed resolution No. 6 for your approval as Special Resolution. Except Mrs. Varsha Dangi and Vipul Dangi, no other director is interested in the resolution. Item No 7 Mrs. Varsha Dangi was appointed as the Whole time Director in the capacity of Chairman and Chief Financial Officer in the meeting of Board of Directors on 12th August 2014 for a period of 3 years, subject to approval of shareholders. The Nomination and Remuneration Committee has identified Mrs. Varsha Dangi as the qualified candidate for the post of Managing director and CEO and has recommended her appointment to the Board of Directors. The Board of Directors recommends appointment of Mrs. Varsha Dangi as the Chairperson and the CFO on the terms and conditions as set out in her appointment letter and as mutually agreed between the appointee and the Company.


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The Board is hopeful that vast experience of Mrs. Varsha Dangi will benefit the Company to achieve higher results and overall growth of the Company. The Board recommends the proposed resolution No. 7 as Special Resolution. Except Mrs. Varsha Dangi and Vipul Dangi no other director is interested in the resolution. Item No 8 In terms of the Commencement of the Companies Act 2013 w.e.f. 1st April 2014, the company considers its prudent to replace the existing Articles of Association in its entirety by a new set of Articles of Association in terms of Table F and other applicable provisions of the Companies Act 2013. Pursuant to the provisions of section 14 of the Companies Act, 2013, amendment of Articles of Association required approval of shareholders by way of special resolution. Accordingly, the consent of the shareholders is being sought pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act 2013 read with applicable Rules made there under. None of the other directors are, in any way, concerned or interested in this resolution. The copy of the Altered Articles of Association is available for inspection at the Registered Office of the Company during business hours on working days from 11.00 AM till 1.00 PM till the date of the Annual General Meeting. The Board therefore, submits the resolution for your consideration and recommends it to be passed as a special resolution. Registered Office: By Order of the Board of Directors 573, J.S.S road, For Dhanleela Investments and Trading Co Ltd. 2nd floor, Chira Bazar next to Sharda Hotel Sd/- Opposite Chandan Wadi, Vipul Dangi Mumbai-400002 Director DIN NO: 01191514


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DIRECTORS’ REPORT

INTRODUCTION Your Directors are elated in presenting the 34th Annual Report of the Company along with the Audited Statement of Accounts for the year ended as on 31st March, 2014. The Annual report presented to you pertains to financial year before April 2014 so the contents within are governed by the relevant provisions/schedules/rules of the Companies Act, 1956, in compliance with General Circular No. 08/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs. The provisions of the Companies Act, 2013 will become applicable for all disclosures required under the Act for the year 2014-15 and subsequent years. FINANCIAL RESULTS:

(Amount in Rs) Particulars Current Financial Year

(2013-2014) Previous Financial Year (2012-2013)

Net Profit/(Loss)Before Depreciation and Tax

5,984,862 3,765,938

Depreciation NIL NIL Profit /(Loss) before Tax 5,984,862 3,765,938 Provision for Tax 1,775,641

6,04,891

Profit/ (loss) after Tax 4,209,222 3,161,047

Prior Period Adjustments 13,91,595 NIL Balance Brought forward (23,494,434) (26,655,481) Balance carried to Balance Sheet (20,676,808) (23,494,434)

BUSINESS OVERVIEW: It gives the Company and its Board an immense pleasure to announce that this year the Company has grown financially as the net profit of the Company has increased to Rs. 42, 09,222/- from Rs.31,61,047/- during previous year. The Board of Directors looks forward for higher growth in coming years. DIVIDEND: Your Directors feel that it is prudent to plough back the profits for future growth of the Company and with a view to conserve the resources, they do not recommend any dividend for the year ended 31st March, 2014.

DIRECTORS’ RESPONSIBILITY STATEMENT: Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors hereby confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit or loss of the Company for that period.


[2013-14] Page 13

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

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

BOARD OF DIRECTORS: In accordance to the Companies Act 2013, the Board Of Director have identified and re-appointed Mr. Vipul Dangi as Managing Director and CEO and Mrs. Varsha Dangi as Chairperson and CFO. Appointment of Mrs. Varsha Dangi as Chairperson and CFO also fulfills the requirement of having a woman Director on the Board of Directors under the proviso of section 149(1) of the Companies Act, 2013. Mr. Vipul Dangi and Mrs. Varsha Dangi will be treated as Key Managerial personnel in the Company. There wasn’t any large amount of change in the Board of Directors in the financial year 2013-2014. Also in accordance to the Companies Act 2013 and recently amended Clause 49 of the Listing agreement the Company intends to reappoint Mr. Avinash Khire and Mr. Pramod Bajranglal Harlalka as Independent Directors of the Company. RECONSTITUTION OF BOARD AS PER NEW COMPANIES ACT 2013: In accordance with the provisions of the Companies Act 2013 the Board Of Director allotted the KMP positions to Mr. Vipul Dangi and Mrs. Varsha Dangi as Chief Executive officer and Managing Director and Chief Financial officer and Chairperson respectively subject to approval of the shareholders. The following table shows a clear view about the reconstitution of the Board.

Name of the Director Position KMP position held Vipul Dangi Managing Director Chief executive officer Varsha Dangi Chairperson Chief Financial officer Avinash Khire Independent - Pramodkumar Bajranglal Harlalka

Independent -

ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION: The particulars as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption are not required to be furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange. PARTICULARS OF EMPLOYERS: As there is no employee covered under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, information relating thereto are not given forming part of this report. CORPORATE GOVERNANCE: Your Company is committed to adopting the best Corporate Governance practices. It believes that proper coporate governance is not just a regulatory compliance nut also a facilitator for enhancement of stakeholder’s value. Reports on Corporate Governance and Management Discussions & Analysis are annexed and form part of this report.


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STATUTORY AUDITORS: M/s Paras Shah & Co, Chartered Accountants, retire as statutory Auditors of Company at the conclusion of the ensuring Annual General Meeting (AGM) and have expressed their willingness to continue as the Statutory Auditors of the Company. Your directors propose to re-appoint M/s Paras Shah & Co as Chartered Accountants for a term of 4 years pursuant to section with 139 of the Companies Act 2013. The Auditors have expressed their eagerness to act as the Statutory Auditor and have placed their intimation letter in front of the Board. Also a certificate under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 has been received from the Auditors to the effect that the Auditor is eligible for appointment and is not disqualified for appointment under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made there under and proposed appointment is within the limits laid down by or under the authority of the Act. FIXED DEPOSITS: Your Company has not accepted Public Deposits during the financial year under review. AUDITOR’S QUALIFICATIONS: The Auditors of the Company have not qualified their report and there are no observations and suggestions made by the Auditors in their report and therefore do not call for any further comments under section 217(3) of the Companies Act, 1956. APPRECIATION: The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company’s Bankers, its valued customers, employees and all other intermediaries concerned with the Company’s business. Your directors are grateful towards all members for supporting and sustaining us during the intricate days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented. By Order of the Board of Directors For Dhanleela investments And Trading Co Ltd.

Sd/- Place: Mumbai Vipul Dangi Date: 12th August 2014 (Chairman & Managing Director)


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REPORT ON CORPORATE GOVERNANCE A MANDATORY REQUIREMENTS:

1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE The New Government established in India emphasizes more on Governance, transparency, honesty towards its people. On the similar grounds Your Company Dhanleela Investments & Trading Limited emphasizes on Corporate Governance Policy philosophy for better understanding of Company’s functions by the Stakeholders. In your Company the philosophy of Corporate Governance stems out from our strong belief in maintaining, improving and enhancing the investor’s confidence towards the Company. It is this conviction that helps the Company in maintaining sound ethical practices such as transparency, openness, fairness, professionalism in operations and timely disclosures towards stakeholders. The Company strives towards well being of the Stakeholders and investors by inculcating well structured and well ensured systems and procedures to fulfill its oversight responsibilities and to provide management the strategic direction it needs to create long term shareholders value

2. BOARD OF DIRECTORS

Composition: The composition of the Board of your Company is in conformity with Clause 49 of the Listing Agreement, as amended from time to time. The Board of the Company presently consists of four directors. The Board comprises of 50-50% strength i.e. two Executive Director and two Non-Executive Directors. The board also comprises of Independent Directors which brings in independent judgment in the Board's deliberations and decisions. The Composition of Board of Directors is as under:

Attendance of each Director at the Board Meeting and the last AGM

Details of Attendance, Number of other Companies or Committees the Director (Being a Director as on the date of the Directors' Report) is a Director/Chairman. :

Sr. No. Name Designation KMP position 1. Mr.Vipul Dangi Managing Director Chief Executive

Officer 2. Mrs.Varsha Dangi Chairperson Chief Financial

Officer 3. Mr. Avinash Madhav Khire Independent

Director -

4.

Mr. PramodKumar Bajranglal Harlalka

Independent Director

-


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Name of Director Category of Directorship

No. of Board Meetings Attended

No. of other Companies in which Director

No. of Committees (other than the Company)

Attendance at the last AGM

Mr. Vipul Dangi (Note 1)

Managing Director & Chief Executive Officer

7 01 00 Yes

Mrs. Varsha Dangi (Note 2)

Chairperson & Chief financial Officer

4 01 00 Yes

Mr. Avinash Madhav Khire (Note 3)

Independent Director 7 02 00 yes

Mr. PramodKumar Bajranglal Harlalka (Note 3)

Independent Director 5 00 00 yes

Notes:

1. Mr. Vipul Dangi has been appointed as the Chief Executive Officer & Managing Director w.e.f. 12th August 2014 for a term of 3 years subject to approval of shareholders in the forthcoming AGM.

2. Mrs. Varsha Dangi has been appointed as the Chairperson & Chief Financial officer w.e.f.12th August 2014 for a term of 3 years subject to approval of shareholders in the forthcoming AGM.

3. Mr. Avinash Khire & Pramodkumar Bajranglal Harlalka has been appointed as Independent Director for a term of Five Years pursuant to provisions of the New Companies Act 2013 w.e.f. 12th August 2014 and subject to approval shareholders in the upcoming AGM.

Board meetings of the Company The Board has duly complied with the Secretarial Standard 1 and Clause 49 of the Listing agreement for holding the Board meetings of the Company. The meetings were held within a gap of three months and all the procedures were duly accorded and maintained while the meeting was held. Seven Board Meetings were held in the Financial Year 2013-2014. The dates on which the said meetings were held are as follows:


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Board Meetings

1.04.2013 23.04.2013

16.05.2013 28.05.2013

13.08.2013 13.11.2013

07.02.2014

Directors Remuneration/ Compensation: Sr No.

Name of the Director Designation Sitting Fees Rs.

Salaries, Commission Etc.

Total

1 Mr. Vipul Dangi Managing Director & CEO

NIL 22000 P.M 22000 P.M

2 Mrs. Dangi Varsha Chairperson & CFO 4000

NIL

NIL 3 Mr. Mr. Avinash

Madhav Khire

Independent Director 7000

NIL

NIL

4 Mr. PramodKumar Bajranglal Harlalka

Independent Director 5000

NIL

NIL

3. COMMITTEES OF THE BOARD

The Board has total three Committees namely,

A. Audit Committee

B. Nomination and Remuneration Committee

C. Shareholders/ Investors Grievance Committee

A) AUDIT COMMITTEE: The Audit Committee comes into force. to comply with the provisions of the Corporate Governance of Listing Agreement which will bring more and more transparency and efficiency in the Board Procedures and in the operations of the Company The audit committee is expected to review the company’s financial reporting process and its financial statement, review the accounting and financial policies and practices, review the


[2013-14] Page 18

efficiency of the internal control mechanism and monitor the management of risk, review policies adopted by the company and ensure compliance with the regulating guidelines, review reports furnished by the statutory auditors and ensure that suitable follow ups are taken. The terms of reference of the audit committee includes the powers as laid out in clause 49 II (C) of the listing agreement and role as stipulated in clause 49 II (D) of the listing agreement. The Audit Committee was constituted with Mr. Avinash Khire as the Chairman and Mr. Vipul Dangi and Mrs. Varsha Dangi as the Members of the Committee. The Committee underwent restructuring in previous year, after the restructuring of the entire Board of Directors of the Company and present members of the Committee are as follows:

Sr. No. Name of the Director Category Designation 1. Avinash Khire Independent Director Chairman

2. Pramodkumar Harlalka Independent Director Member

3. Varsha Dangi

Executive Director Member

i. Powers of the audit committee includes: 1. To investigate any activity within its terms of reference. 2. To seek information from any employee. 3. To obtain legal or other professional advice. 4. To secure attendance of outsiders with relevant expertise, if it considers Necessary.

5. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors.

Avinash khire Chairman & Independent

Director

Pramodkumar Harlalka Member & Independent

Director

Varsha Dangi Member & Independent

Director


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ii. The scope of committee includes: 1. Review of Company's financial reporting process and the financial statement. 2. Review internal control systems and functioning of internal audit process. 3. Reviewing the findings of any internal investigations by the internal auditors

into matters where there is suspected fraud or irregularity or a failure of internal control system of a material nature and reporting the matter to the board.

4. Post audit review with statutory auditors. 5. Recommending to the Board, the appointment, re-appointment and, if required,

the replacement or removal of the statutory auditor and the fixation of audit fees.

iii. Number of Audit Committee Meetings held and the dates : The Audit Committee meetings were held on the following dates:

DATES MATTERS TAKEN UP IN THE MEETING

16.05.2013

Reconstitution of the Committee

29.05.2013

Approval of drafted audited financial results for quarter ended March 31st 2013 Review and approval of Annual Accounts. Approval Of The Auditors Report On The Annual Accounts For The Year Ended 31st March 2013

13.08.2013

Consideration of the Draft Un-Audited Financial Results for the Quarter ended June 30th , 2013 Limited review report

13.11.2013

Consideration of the Draft Un-Audited Financial Results for the Quarter ended September 30th , 2013 Limited review report Review of internal control system

07.02.2014

Consideration of the Draft Un-Audited Financial Results for the Quarter ended December 31st , 2013. Limited review report

iv. Efficiency and effectiveness of operations :

1. Safeguarding of assets and adequacy of provisions for all liabilities.

2. Reliability of financial and other management information and adequacy of disclosures

3. Compliance with all relevant statutes.


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B) REMUNERATION & NOMINATION COMMITTEE: The Remuneration Committee renamed as Remuneration & Nomination Committee as on 12th august 2014 to comply with new Companies Act 2013 and the provisions of the listing agreement of the Corporate Governance. The following action has brought in more transparency, precision and efficiency within the Board and its process and in the operations of the Company.

The role of the remuneration committee primarily includes the following:- 1. Examining and suggesting the remuneration policy for executive directors 2. Examining; reviewing and modifying the human resources development policy including

all personnel related matters.

Composition: The Remuneration Committee was constituted with Mr. Avinash Khire as the Chairman and Mr. Vipul Dangi and Mrs. Varsha Dangi as the Members of the Committee. The Committee underwent restructuring after the restructuring of the entire Board of Directors of the Company and present members of the Committee are as follows: The Remuneration Committee was constituted with Mr. Avinash Khire as the Chariman and Mr. Pramodkumar Bajranglal Harlalka and Mrs. Varsha Dangi as the members of the Committee. The Board comprises of 50% Non-executive Director which compiles as per the listing agreement of corporate governance. The remuneration committee consists of the following Three Directors:

During the year under review a Remuneration Committee Meeting was held on 13.08.2014 and in the same meeting it was decided to give Mr. Vipul Dangi a salary of Rs. 22000/- P.M. C) SHARE TRANSFERS AND INVESTORS/SHAREHOLDERS GRIEVANCE COMMITTEE: On 12th August, 2014 the Board also re-constituted and renamed Share Transfers And Investors/Shareholders Grievance Committee as Stakeholders Relationship Committee in terms of the provisions of Companies Act 2013 read with revised Clause 49 of the Listing Agreement as follows: This helped the Company to improvise the services to be provided to the shareholders and to redress the complaints, transfer of shares etc related matter.

Avinash khire Chairman & Independent

Director

Pramodkumar Harlalka Member & Independent

Director

Varsha Dangi Member & Independent

Director


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During the year under review, Shareholders committee met four times where all the members were present.

29th May, 2013

13th August, 2013

14th November, 2013

7th February, 2014

Queries during the year: Total number of queries received during the year - Nil Total number of queries solved during the year - Nil Total number of queries pending as on 31st March, 2014 - Nil During the year, the company resolved all the complaints within the time frame prescribed by the SEBI/Stock Exchanges except the disputed matters. The Shares received for transfer are generally approved by the committee, once in the fortnight, and are given effect by the Registrar and Share Transfer Agent the details of which are noted by the board.

4.GENERAL BODY MEETING: Details of the location of the last three AGMs & EGMs and the details of the resolution passed or to be passed by Postal Ballot. Year Ended

AGM/EGM

Date of Meetings

Place of meeting Special Resolution passed

Time

2010-11 AGM 30/09/2011 Laxminarayan MandirChawl, BapubhaiVashi Road, Vile Parle (W), Mumbai 400056.

NIL 2.30.PM

2011-12 AGM 28/06/2012 Shop No. 114, First Floor, Shagun Arcade Premises Co- Op. Soc. Ltd., Gen A K Vaidya Marg, Malad (E), Mumbai -400097.

1) Change of Name of the Company. 2) Increase In Authorised Share Capital. 3) Alteration of Memorandum of Association of the Company with respect to Increase in Authorised Share Capital. 4) Alteration of Articles of Association of the company with respect to Increase In Authorised Share Capital.

4.30.PM


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5) Issue of Equity shares on preferential basis in the Company.

2012-13 EGM 17/08/2012 Shop No. 114, First Floor, Shagun Arcade Premises Co- Op. Soc. Ltd., Gen A K Vaidya Marg, Malad (E), Mumbai -400097.

1) Issue of Equity shares on preferential basis in the Company. 2) Appointment of Mr. Tejas Gala and Mr. Gaurav Bahety as the Director of the company.

4.30.PM

2012-13 EGM 17/08/2012 Shop No. 114, First Floor, Shagun Arcade Premises Co- Op. Soc. Ltd., Gen A K Vaidya Marg, Malad (E), Mumbai -400097.

1) Issue of Equity shares on preferential basis in the Company. 2) Appointment of Mr. Tejas Gala and Mr. Gaurav Bahety as the Director of the company.

4.30.PM

2012-2013

AGM 11/09/2013 Conference hall 1st Floor, Gokul Anand Hotel Pvt Ltd Ashokvan,Shiv vallabh Road,W.E Highway,Dahisar(East),Mumbai- 400068.

1. Appointment of Mr. Pramodkumar Bajranglal Harlal Ka as Director. 2. Appointment of Mr. Vipul Dangi as Chairman and Managing Director. 3.Appointment of Mr. Avinash Khire. 4. Appointment of Varsha Dangi as Exectuive director. 5. Split of Equity Shares. 6. Alteration of AOA.

9.30 AM

All the resolutions including special resolutions set out in the respective Notices of the meetings aforesaid were passed by the Shareholders of the Company at the respective meetings.


[2013-14] Page 23

1. A NOTES ON DIRECTORS SEEKING APPOINTMENT/REAPPOINTMENT:

The details of Directors to be Appointed/re-appointed at the ensuing Annual General Meeting are produced below in terms of Clause 49 of the Listing Agreement:

Name Varsha Dangi Vipul Dangi Pramodkumar Bajranglal Harlalka

Avinash Madhav Khire

Age 33 40 51 72 Qualification

B.COM B.COM B.COM B.COM

Nature of Expertise

Human Resource Development, Communication, Public Relations, Art and Publicity

Marketing , Export Marketing,

Communication, Public Relations

Marketing & Banking

Name of the Companies in whichalso holds Directorship

Guru Kirpa Finvest Limited

Guru Kirpa Finvest Limited

N.A Millenium Caribonum Ltd

Name of the Companies in committees of which also holds Membership/ Chairmanship

N.A N.A N.A N.A

Shareholding in the Company

N.A N.A N.A N.A

4. DISCLOSURES: Disclosure on materially significant related party transactions i.e. transactions of the Company of material nature, with its Promoters, the Directors or the Management, their subsidiaries or relatives etc. that may have potential conflict with the interest of the Company at large. NIL Details of non-compliance by the Company, penalties, imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority, on any matter. NIL

5. MEANS OF COMMUNICATION: The quarterly and half-yearly unaudited financial results during the year were published through wide circular in the local newspaper as per clause 41 of Listing Agreement.


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6. GENERAL SHAREHOLDERS INFORMATION:

i. Annual General Meeting Date : 27th September 2014 Time : 10.00 AM Address: The Maharaja Business hotel, Kohinoor Complex,Service Road,Western Express Highway Rawalpada, Dahisar (East), Mumbai-400068

ii. Financial Calendar a) April to March b) 1st Quarter Results - within 45

days from the end of the Quarter

c) 2nd Quarter Results- within 45 days from the end of the Quarter

d) 3rd Quarter Results - within 45 days from the end of the Quarter

e) 4th Quarter Results - within 60 days from the end of the Quarter

iii. Date of Book Closure (Write the Book Closure Date) Wednesday, the 24th September 2014 till 27th September 2014, (both days inclusive)

iv. Listing on Stock Exchanges The Bombay Stock Exchange, Mumbai v. ISIN Number forCDSL/NSDL INE683d01027

vi. BSE Scrip Code 503637 vii. Registrar and Transfer

Agents

Bigshare Services Pvt. Ltd, E-2/3,Anasa Industrial Estate, Saki Vihar Raod,Saki Naka, Andheri(E), Mumbai,Maharashtra,400072. Contact: 022-28470652 Fax : 022-28475207 Email: - [email protected] Website:-www.bigshareonline.com

viii. Registered Office 573,J.S.S.Road, 2nd Floor, Chira Bazar Next to Sharda Hotel,Opposite Chandan Wadi,Mumbai-400002 Email: [email protected] Website:www. dhanleelainvestments.com


http://www.mishkafinance.com/�


[2013-14] Page 25

xi. Listing of Equity Shares: The securities of your Company are listed at BSE and securities of the Company remain active at Bombay Stock Exchange Ltd. the Company has paid the listing fees for the year 2013-2014 to BSE. x. Market Price Data: High, Low during each month during the last financial year:

Month* Price of Dhanleela Investments & Trading Co Ltd, on Bombay Stock Exchange Limited (Price in Rs.)

High Low Close

Apr-13 55.40 35.95 55.40 Jun-13 77.05 56.50 77.05 Jul-13 176.20 78.55 176.20 Aug-13 261.20 179.70 261.20 Sept-13 387.60 266.40 387.60 Oct-13 427.85 87.25 105.00 Nov-13 203.70 105.00 203.70 Dec-13 213.95 204.00 206.50 Jan-14 206.85 205.35 205.65 Feb-14 207.10 204.40 206.70 Mar-14 206.95 201.25 201.25


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xi. Buy-Back Of Shares: There was no buy-back of shares during the year under review. xii. Share Transfer System: All the transfer received are processed by the Share Transfer Agent – Bigshare Services Pvt Ltd; E-2/3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai-400072 and approved by the Board/Committee and returned well within the stipulated period from the date of receipt.

xiii. Distribution Of Shareholding As On 31.03.2014:

Distribution of Shares

No. of Shareholders

Percentage to Total No. of

Shareholders

No. of Shares held

Percentage to total Share

Capital

1- 500 65 19.4030 4877 0.0103 501-1000 3 0.8955 2865 0.0061 1001-2000 10 2.9851 12535 0.0265 2001-3000 8 2.3881 20723 0.0438 3001-4000 4 1.1940 14480 0.0306 4001-5000 3 0.8955 13700 0.0289 5001-10,000 29 8.6567 230955 0.48807 10,001 & Above

101 49.2683 9045000 95.562

Total 335 100.00 47325000 100%

xiv. Shareholding pattern as on 31.03.2014 is as follows:

Category No. of Shares held

Holding Strength %

Insurance Cos./Banks Nil Nil U.T.I. Nil Nil NRIs Nil Nil Mutual Funds Nil Nil Resident Indians/other public shareholding

38885346 82.16%

Bodies Corporate (Non Institution) 8439654 17.83% Promoters/Directors and their relatives Nil Nil

Total 47325000 100%

xv. Dematerialization of shares The total equity share Capital of the Company is 4, 73,25,000 as on 31st March 2014, of which 4,66,32,375 equity shares i.e. 98.54% of the total paid up equity capital are traded in electronic form. Further from total electronically traded shares 2,18,13,158 Equity shares were held in electronic form with National Securities Depository Limited (NSDL) and 2,48,19,217 Central Depository Services (India) Limited (CDSL) and remaining shares are in Physical form. All the demat requests were generally processed and confirmed within 7 days of receipt.


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xvi. Address for correspondence: DHANLEELA INVESTMENTS & TRADING COMPANY LTD (Formerly known as Ratni Investments & Trading Co. Ltd.) 573, 2nd Floor, JSS Road, Chira Bazar, Next to Sharda Hotel, Opp Chandan Wadi, Mumbai- 400002. Email Id: [email protected] Website: www.dhanleelainvestments.com Shareholders correspondence may be directed to the Company’s Registrar and Share Transfer Agents whose address is given below: BIGSHARE SERVICES PVT LTD. E-2/3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai-400072 Phone: 022 - 28470652 Fax: 022 - 28475207. Email: [email protected] Website: www.bigshareonline.com

xvii. Secretarial Audit Report As stipulated by the Securities and Exchange Board of India, Secretarial Audits have been carried out, by Firm of Practicing Company Secretary, to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the stock exchanges and is also placed before the board of directors. The audit, inter alia, confirms that the total listed and paid-up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialized form (held with NSDL and CDSL) and total number of shares in physical form.

7. Declaration under Clause 49(I)(D) of the Listing Agreement for compliance with the Code of Conduct

In terms of the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges, it is hereby declared that the Members of the Board of Directors of the Company have affirmed the compliance with the Code of conduct for the year ended 31st March, 2014.

By Order of the Board of Directors For Dhanleela Investments And Trading Co Ltd.

Sd/-

Place: Mumbai Vipul Dangi Date: 12/08/2014 (Managing Director)



http://www.bigshareonline.com/�


[2013-14] Page 28

Chief Executive Officer (CEO) & Chief Financial Officer (CFO) Certificate We, Mr.Vipul Sajjan Dangi, Managing Director & Chief Executive Officer and Mrs. Varsha Vipul Dangi, Executive Director of DHANLEELA INVESTMENTS & TRADING COMPANY LIMITED, to the best of our knowledge and belief hereby certify that:

a. We have reviewed financial statements and the cash flow statement for the year ended 31st March 2014 and:

I. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; II. these statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

b. There are no transactions entered into by the company during the year which are

fraudulent, illegal or violative of the company’s code of conduct. c. 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, and steps taken or proposed to be taken to rectify these deficiencies.

d. We have indicated to the auditors and the Audit committee:

(i) significant changes in internal control over financial reporting during the year;

(ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

(iii) 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 company’s internal control system over financial reporting.

For Dhanleela Investments And Trading Co.Ltd Sd/- Sd/-

Place : Mumbai Vipul Dangi Varsha Dangi Date : 12/08/2014 (Charmain & Managing Director) (Executive Director)


[2013-14] Page 29

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE REPORT To, The Members of Dhanleela Investments & Trading Company Limited. We have received and examined the compliance of conditions of Corporate Governance by Dhanleela Investments & Trading Company Limited. for the financial year ended 31st March, 2014 as stipulated in Clause 49 of the Listing Agreement entered in to by the Company with Stock Exchanges in India. The Compliance of the conditions of Corporate Governance is the responsibility of the Company's management. My examination was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of an opinion on the financial statements of the Company. In my opinion and to best of my knowledge & information and according to the explanations given to me, we hereby certified that the Company has complied with the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement entered into by the company with Stock Exchange. We state that no investor grievances are pending for a period exceeding one month against the company as per the records maintained by the Shareholders/Investors Grievance Committee. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Paras A. Shah & Co.

Chartered Accountants

Firm Reg.No : 135549W

Sd/-

Paras A. Shah

Place: Mumbai. Proprietor

Date: 12.08.2014 Membership No. 152371


[2013-14] Page 30

MANAGEMENT DISCUSSION & ANALYSIS Your Director are pleased to present the Management Discussion and Analysis Reports for the year ended March 31, 2014 as under:

INDIAN ECONOMY & OVERVIEW: The Global Risks 2014 report has mapped 31 global risks. Ten risks are of highest concern that include fiscal crisis, structurally high unemployment or underemployment, income disparity, governance failure, food crisis, and political and social instability. The challenges that India faces are common to all emerging economies. 2012 and 2014 were years of turbulence. Only a handful of countries were able to keep their head above the waters, and amongst them was India. This is exemplified by India’s economy which grew to be the 11th largest in the world in FY 2013-14.With rise in the new dawn in the Indian Politics, the Economists of the country are looking forward for a new hype in the overall growth of the Indian Economy post the 2014 election results. The Indian economy grew at a rate of 4.7% during the financial year 2013-14. Containment of the fiscal and current account deficits in the coming months will provide a cushion to the Indian economy from further volatility.

INDUSTRY STRUCTURE: The Company is involved in activities related to Trading in Textile and Shares. The year 2013-2014 has been encouraging for the textile industry which is on the growth path. There is large scope of improvement in the textile industry of India as there is a huge increase in personal disposable income among the Indians after the 1991 liberalization. There is also a large growth of the organized sector in the Indian textile industries. India was declared as the fourth most promising market for apparel retailers in 2009. These achievements definitely will boom the textile industry operations and revenues and encourage the entrepreneurs to expand their business in textile industry. The Indian Minister of Textile Shri Santosh Kumar Gangwar has promised to support and bring in evolution in the industry. India's recently liberalized FDI policy allows up to a 100% FDI stake in ventures. Industrial policy reforms have substantially reduced industrial licensing requirements, removed restrictions on expansion and facilitated easy access to foreign technology and foreign direct investment FDI. This will help our Industry to gain more economic benefits in Indian market as well as in Globe.

BUSINESS OPERATIONS: The Company is engaged in Trading of Textiles and Shares. We identify mega trends and themes in the global economy and focus our fundamental research on owning high quality growth companies that are beneficiaries of these unassailable trends. We believe this approach to investing is paramount to long term wealth creation. We utilize a multi-factor, proprietary investment model that helps guide our investment professionals in the identification of high quality growth companies that are experiencing accelerating growth dynamics in their businesses.

OUT LOOK

Post 2014 election results and triumph of the NDA (National Democratic Alliance) the Company has high hope regarding boom in textile and trading industry which will help your Company to flourish and yield good returns to investors and shareholders. Keeping the same in view the Company is planning to expand the present line of business.


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INTERNAL CONTROL SYSTEM: Your Company’s apparition, mission and values have laid down the foundation for well controlled and entire internal control mechanism. The Company has an effective internal control environment which ensures that operation are managed efficiently and effectively, assets are safeguarded, regulatory are complied with and transactions are recorded after appropriate authorization. The company is in process of appointing Internal Auditor pursuant to provisions of the new Companies Act 2013.

HUMAN RESOURCES: Organizations that invest in human capital invest in the future. The Company at present doesn’t have any employee except the executive Directors putting their efforts for the Company but with the increased operations, Company is looking forward for more and more investment in Human Resources in the coming years.

SECRETARIAL AUDITORS As per new Companies Act, 2013, company is required to appoint Secretarial Auditor for conducting Secretarial audit in the company under section 204 of and Companies Act 2013 and rules made there under. Based on recommendation received from the Audit Committee, the Board of Directors at their meeting held on 12th August, 2014 appointed D. S. Momaya & Co., Company Secretaries, Navi Mumbai as a Secretarial Auditor of the Company under section 204 of the Companies Act, 2013 read with Rule 9 of the companies (Appointment 7 Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2014-15.

FORWARD LOOKING AND CAUTIONARY STATEMENTS: The statement in the management discussion and analysis reports describing Company objective, projections, estimates, expectation may be “Forward looking statements” within meaning of applicable securities law and regulations are based upon the information and data available with the Company assumptions with regard to global economic conditions the government regulations, tax laws other status policies and incidental factors. The Company cannot guarantee the accuracy of assumption and perceived performance of the Company in future. Hence, it is cautioned that the result may differ from those expressed or implied in this report. On behalf of the Board of Directors For Dhanleela Investments And Trading Co Ltd.

Sd/- Place: Mumbai Vipul Dangi Date: 12th August 2014 (Managing Director & CEO) DIN No: 01191514


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INDEPENDENT AUDITOR’S REPORT

To,

The Members of

Dhanleela Investments & Trading Company Limited

Report on the Financial Statements We have audited the accompanying financial statements of Dhanleela Investments & Trading Company Limited, which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements The Company’s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. 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. In making those risk assessments, the auditor considers the internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion and to the best of our information and according to the explanations given to us, the 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:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

(b) In the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date, and


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(c) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor’s Report) Order, 2003(“the Order”) issued by the

Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that: (a) We have 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, 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 Balance Sheet, Statement of Profit and Loss, and the Cash Flow

Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

(e) On the basis of the written representations received from the directors as on 31st March, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

For Paras A. Shah & Co.

Chartered Accountants

Firm Reg.No : 135549W

Sd/-

Paras A. Shah

Place: Mumbai. Proprietor

Date: 29.05.2014 Membership No. 152371


[2013-14] Page 34

Annexure to Independent Auditor’s Report

(Referred to in paragraph 1 under “Report on Other Legal and Regulatory Requirements” section of our report of even date)

On the basis of such checks as we considered appropriate and according to the information

and explanation given to us during the course of our audit, we report that:

1. The Company does not have any Fixed Assets, Hence maintaining of records or physical

verification is not applicable to the extent. Consequently, the provisions of clauses 1 (b) and

1(c) of the order are not applicable to the Company.

2. (a) As explained to us, shares are held as stock in trade which are treated as inventories

which have been physically verified during the year by the management at reasonable

intervals.

(b) In our opinion and according to the information and explanations given to us, the

procedures of physical verification of inventories followed by the management are

reasonable and adequate in relation to the size of the company and the nature of its

business.

(c) In our opinion and on the basis of our examination of the records, the Company is

generally maintaining proper records of its inventories. No material discrepancy was

noticed on physical verification of stocks by the management as compared to book

records.

3. (a) According to the information and explanations given to us and on the basis of our

examination of the books of account, the Company has not granted any loans, secured or

unsecured, to companies, firms or other parties listed in the register maintained under

Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses 3 (b), 3(c)

and 3 (d) of the order are not applicable to the Company.

(e) According to the information and explanations given to us and on the basis of our

examination of the books of account, the Company has not taken loans from companies,

firms or other parties listed in the register maintained under Section 301 of the

Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is

generally an adequate internal control procedure commensurate with the size of the

company and the nature of its business, for the purchase of inventories and fixed assets


[2013-14] Page 35

and payment for expenses & for sale of goods. During the course of our audit, no major

instance of continuing failure to correct any weakness in the internal controls has been

noticed.

5. (a) Based on the audit procedures applied by us and according to the information and

explanations provided by the management, there were no contracts or arrangements

referred to in section 301 of the Act, 1956. Hence Clause 5(b) of the said order is not

applicable.

6. The Company has not accepted any deposits from the public and consequently, the

directives issued by the Reserve Bank of India and the provisions of Sections 58A, 58AA

or any other relevant provisions of the Act and the rules framed there under of the

Companies Act, 1956 are not applicable.

7. The Company did not have an Internal audit system during the year under report.

8. As per information & explanation given by the management, the company is not required

to maintain cost records as prescribed by the Central Government under clause (d) of

sub-section (1) of section 209 of the Act, 1956.

9. (a) (i) According to the information and explanations given to us, and the records of the

Company examined by us, in our opinion the Company is regular in depositing the

undisputed income tax and other material statutory dues applicable to it with

appropriate authorities.

(ii)According to information and explanations given to us, the Company was not liable

for contribution towards Provident Fund, Investor Education and Protection Fund,

Employees’ State Insurance, Sales Tax, Value Added Tax, Wealth Tax, Service Tax,

Custom Duty and Excise Duty during the year.

(iii)According to the information and explanation given to us and the books and records

examined by us, there are no undisputed amounts payable in respect of Wealth Tax,

Sales Tax, Custom Duty and Excise Duty, outstanding as at 31st March, 2014 for

period exceeding six months from the date they became payable.

b) According to records of the Company examined by us there are no dues of Sales

Tax, Value Added Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess

which have not been deposited on account of any dispute. The particulars of dues of

Income Tax as at 31st March, 2014, which have not been deposited on account of

any dispute, are as follows:


[2013-14] Page 36

Nature of the

Statute

Nature of

Dues

Amount

(Rs.)

Period to

which

Amount relates

Forum where

dispute is

pending

The Income Tax Act, 1961

Income Tax Dues

1,70,405 A. Y. 1997-1998

The Commissioner of Income Tax (Appeals)

10. The company does not have accumulated losses at the end of the financial year; further

company has not incurred cash losses in this financial year.

11. The Company has neither taken any loans from a financial institution or a bank nor

issued any debentures.

12. The Company has not granted loans and advances on the basis of security by way of

pledge of shares, debentures and other securities.

13. In our opinion and according to information and explanations given to us, the nature of

activities of the Company does not attract any special statute applicable to chit fund and

nidhi /mutual benefit fund / societies.

14. According to information and explanations given to us, the Company is trading in

Shares. Proper records & timely entries have been maintained in this regard & further

investments specified are held in their own name.

15. According to the information and explanations given to us, the Company has not given

any guarantee for loans taken by others from banks or financial institutions.

16. The Company has not obtained any term loans.

17. Based on the information and explanations given to us and on an overall examination of

the Balance Sheet of the Company as at 31st March, 2014, we report that no funds

raised on short-term basis have been used for long-term investment by the Company.

18. The Company has not made any preferential allotment of shares to companies or firms

or parties covered in the register maintained under section 301 of the Companies Act,

1956

19. The company did not have outstanding debentures during the year.

20. The during the year the Company has not issued shares on preferential basis.


[2013-14] Page 37

21. Based on the audit procedures performed and the information and explanations given to

us, we report that no fraud on or by the Company has been noticed or reported during

the year, nor have we been informed of such case by the management.

For Paras A. Shah & Co. Chartered Accountants Firm Reg. No. 135549 Sd/- Paras A. Shah

Proprietor

Mem. No. 152371

Place: Mumbai

Dated: 29.05.2014


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NOTE 22: Significant Accounting Policies: 1. Corporate Information: Dhanleela Investments & Trading Company Limited is public limited listed company.The Company operates in the business of Trading. 2. Basis of Accounting & Preparation of Financial Statements: Preparation and presentation of financial statements of the company is disclosed as per the revised Schedule VI notified under the Companies Act, 1956 However, it has significant impact on presentation and disclosures made in the financial statements. The Company has also reclassified the previous year figures in accordance with the requirements applicable in the current year. The financial statements have been prepared under the historical cost convention in accordance with the generally accepted accounting principles and the provisions of the Companies Act, 1956 as adopted consistently by the Company. Accounting policies not stated explicitly otherwise are consistent with Generally Accepted Accounting Principles (GAAP). The Company generally follows mercantile system of accounting and recognize significant items of income and expenditure on accrual basis as a going concern. 3. Use of Estimates: The preparation of the financial statements in conformity with Indian GAAP requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities on the date of the financial statements and reported amounts of revenues and expenses for the year. The management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates. Any revision to accounting estimates is recognized prospectively in the current and future periods. 4. Investments: Investments are long term in the nature and stated at cost. 5. Revenue Recognition: For dealing in Shares & Securities in cash market segment the same are accounted for on the basis of bill dates received from the brokers. 6. Inventories: Inventories of securities are stated at cost & inventories of fabric are stated at cost or net realisable value whichever is lower. 7. Taxes on Income: Provision for tax is made on the basis of the estimated taxable income as per the provisions of the Income Tax Act, 1961 and the relevant Finance Act, after taking into consideration judicial pronouncements and opinions of the Company's tax advisors.

8. Earnings per Share: Basic earnings per share is computed by dividing the profit/(loss) after tax (including the post-tax effect of extraordinary items, if any) by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit/(loss) after tax (including the post-tax effect of extraordinary items, if any) as adjusted for dividend, interest and other charges to expense or income relating to the dilutive potential equity shares, by the weighted


[2013-14] Page 46

average number of equity shares considered for deriving basic earnings per share and the weighted average number of shares which could have been issued on the conversion of all dilutive potential equity shares. NOTE 23: Notes on Financial Statements: 1. Information required under Para 3 (ii) (b) of Part II of Schedule VI to the Companies Act, 1956 in respect of items traded during the year: a. Since the Company is in the business of trading, the provisions regarding licensed and installed capacity, as well as production & raw - material consumption are not applicable. b. Details of items traded –

1) Fabrics Particulars Current Year Previous Year

Units (Meters) Amount (Rs.) Units (Meters) Amount (Rs.) Opening Stock NIL NIL NIL NIL Purchases 2,876,164 196,651,716 35,25,603 12,74,39,965 Sales

2,655,092 196,015,779 35,25,603 13,20,22,638

Closing Stock

221,072 15,018,345 NIL NIL

2) Shares Particulars Current Year Previous Year

Units (Nos.)

Amount (Rs.)

Units (Nos.)

Amount (Rs.)

Opening Stock 10,19,215 9,05,99,813 825 825 Purchases 1,904,019 169,163,105 14,36,265 12,92,91,741 Sales 658,862 45,895,228 4,17,875 3,62,62,845 Additional Shares Due To Split 235,944 NIL NIL NIL Closing Stock 2,500,316 204,958,703 10,19,215 9,05,99,813

2. Provisions, Contingent Liabilities & Contingent Assets: Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past event and it is probable that there will be an outflow of resources. Contingent liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the financial statements. Following dispute with income tax department not provided in financial statements:

Nature of the Statute Nature of Dues

Amount (Rs.)

Period to which Amount relates

The Income Tax Act, 1961 Income Tax Dues 1,70,405 A. Y. 1997-1998

3. In the opinion of the Board, the Current Assets Loans and Advances are not less than the values stated if realized in the ordinary course of business. The provision for all known liabilities are adequate and not in excess of the amount reasonably necessary.

4. The Company has not received any intimation from suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures if


[2013-14] Page 47

any, relating to amounts unpaid as at the year end together with the interest paid/payable as required under the said Act have not been given. 5. Disclosures under accounting standards:

a. Segment Reporting (AS-17): The Company operates in the business of Trading. It operates only in Domestic

Market, hence there is no business / geographical segments to be reported as required under Accounting Standard (AS-17) “Segment Reporting” issued by the Institute of Chartered Accountants of India.

b. Related Party Disclosure (AS-18): Related Party Disclosure under AS-18 issued by the Institute of Chartered Accounts of India. The Management has informed that all the transactions entered during the previous year with various parties do not fall within the purview of the Accounting standard 18 "Related Party Transaction" issued by the Institute of Chartered Accountants of India. The related parties of the company at March 31, 2014 are as follows: i. Directors & Key management personnel :

Vipul Dangi – Managing Director

Varsha Dangi – Director

Avinash Madhav Khire – Director

Pramodkumar Bajranglal Harlalka – Director

c. Summary of significant related party transactions The nature and volume of transaction of the company during the year with the above parties were as follows:

Name of the related party

Nature of Payment March 31, 2014

March 31, 2013

Mr. Vipul Dangi Managerial Remuneration

Rs. 167480/- Nil

6. The Company had given loans and advances out of surplus fund of working capital.

7. The balances of Current assets, Current liabilities including Sundry Debtors, Sundry Creditors, Loans & advances & Unsecured Loan balances are subject to confirmation.

8. Figures have been rounded off to the nearest rupee. 9. Comparative Figures:

Previous year’s figures have been regrouped & rearranged wherever necessary to correspon with the current period’s classification/disclosures.

For Paras A. Shah & Co. For & on behalf of the Board of Directors of Chartered Accountants Dhanleela Investments and Trading Co.Limited Firm Reg. No. 135549W Sd/- Sd/- Sd/- Paras A. Shah Vipul Dangi Varsha Dangi Proprietor Managing Director Director

Mem. No. 152371

Place: Mumbai

Dated: 29.05.2014


[2013-14] Page 48

DHANLEELA INVESTMENTS & TRADING COMPANY LTD

PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Reg.FolioNO_____________________ Name of Shareholder_________________________

D.P.I.D*_________________________________Client ID*__________________________

Email ID: ______________________________________

I/We, being the member (s) of …………. shares of the above named company, hereby appoint 1. Name: ………Address:……….,E-mail Id:…………,Signature:……, or failing him 2. Name: ………Address:……….,E-mail Id:…………,Signature:……, or failing him 3. Name: ………Address:……….,E-mail Id:…………,Signature:……, or failing him as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extra Ordinary General Meeting of the company, to be held on the 27day of September 2014 At 10.00 a.m. at The Maharaja Business Hotel, Kohinoor Complex, Service Road, Western Express Highway, Rawalpada Dahisar(east), Mumbai-400068, India and at any adjournment thereof in respect of such resolutions as are indicated below: Resolution No.

Item No.

Resolution For Against

1. Adoption of Balance Sheet as at March 31, 2014, the Profit and Loss Account for the year ended on that date and the reports of Board of Directors and Auditors thereon.

2. Re-Appointment of Mrs. Varsha Dangi as Director liable to retire by rotation

3. To re-appoint M/s Para Shah & Co, Chartered Accountants, as Auditors of the Company

4. Appointment of Mr. Avinash Madhav Khire as Independent Director

5. Appointment of Mr. Pramod Kumar Bajrang Harlalka as Independent Director:

6. Re-Appointment of Mr. Vipul Dangi as Managing Director and Chief Executive Officer

7. Re-Appointment of Mr. Varsha Dangi as Chairperson and Chief Financial Officer

8. Adoption of New Set AOA as required by New Companies Act 2013

Signed this…… day of……… 2014 Signature of the shareholder _______________________ [Signature of Proxy] __________________________ Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

Affix Re. 1/-

Revenue

DHANLEELA INVESTMENTS & TRADING COMPANY LTD

ATTENDANCE SLIP

Annual General Meeting

Reg.FolioNO_____________________ Name of Shareholder_________________________

D.P.I.D*_________________________________Client ID*__________________________

Email ID: ______________________________________

I/We hereby record my/our presence at the Annual General Meeting of the company being held on 27th September, 2014 at. The Maharaja Business Hotel, Kohinoor Complex, Service Road, Western Express Highway, Rawalpada Dahisar(east), Mumbai-400068 At 10.00 A.M. Signature of the shareholder(s), / Proxy/

Representative________________________________

Note:

1) Member / proxy holder wishing to attend the meeting must bring the attendance slip to the meeting and hand over the same duly signed at the Venue.

BOOK- POST

If undelivered please return to: DHANLEELA INVESTMENTS & TRADING COMPANY LIMITED. Reg.Off:- 507,J.S.S.Road,2nd Flr,Chira Bazar, Next to Sharda Hotel,Opp.Chandan Wadi, Mumbai- 400002.

34th annual report for the year ended · dhanleela investments & trading company ltd 34th...

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