26 Apr 2017 | Livemint.com

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Dhanleela Investments & Trading Company Ltd.

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Dhanleela Investments & Trading Company Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

A. MANDATORY REQUIREMENTS:

1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

Corporate Governance is an ethically driven business process that is committed to values and conduct aimed at enhancing an organization's wealth generating capacity. This is ensured by taking ethical business decisions and conducting the business with a firm commitment to values, while meeting stakeholders' expectations. At board are committed to meet the aspirations of all our stakeholders and believe in adopting best corporate practices for ethical conduct of business. The Board of Directors is responsible for and committed to sound principles of Corporate Governance in the Company. The Board plays acrucial role in overseeing how the management serves the short and long term interests of shareholder sand other stakeholders. This belief is reflected in our governance practices, under which we strive to maintain an effective, informed and independent Board of Directors and keep our governance practices under continuous review.

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.

¦ 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)

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.

Five Board Meetings were held in the Financial Year 2014-2015. The dates on which the said meetings were held are as follows:

Board Meetings

29th May, 2014 12th August 2014 13th November 2014 13th February 2015 30th March 2015

2. COMMITTEES OF THE BOARD

The Board has total three Committees namely,

A. Audit Committee

B. Nomination and Remuneration Committee

C. Stakeholders Relationship 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 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:

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.

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.

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.

B) NOMINATION & REMUNERATION 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. Pramod Harlalka and Mrs. Varsha Dangi as the Members of the Committee.

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) STAKEHOLDERS RELATIONSHIP 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.

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

¦ 29th May, 2014 ¦ 13th August, 2014 ¦ 13th November, 2014 ¦ 13th February, 2015

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, 2015 - 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.

6. 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

7. MEANS OF COMMUNICATION:

The quarterly and half-yearly unaudited financial results during the year were published through vide circular in the local newspaper as per clause 41 of Listing Agreement.

8. GENERAL SHAREHOLDERS INFORMATION:

i. Annual General Meeting

Date : 28th September 2015

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

22nd September 2015 to 28th September 2015 (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: - info@bigshareonline.com   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: ratniinvestments@gmail.com

Website:www. dhanleelainvestments.com

ix. 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 2015-2016 to BSE.

x. Buy-Back Of Shares:

There was no buy-back of shares during the year under review.

xi. 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.

xii. Buy-Back Of Shares:

There was no buy-back of shares during the year under review.

xiii. 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.

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: info@bigshareonline.com   Website: www.bigshareonline.com  

xiv. 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.