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Donear Industries Ltd.

BSE: 512519 | NSE: DONEAR |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE668D01028 | SECTOR: Textiles - Weaving

BSE Live

Aug 10, 16:00
27.40 -0.40 (-1.44%)
Volume
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5-Day
8,575
10-Day
9,331
30-Day
7,551
1,290
  • Prev. Close

    27.80

  • Open Price

    28.00

  • Bid Price (Qty.)

    0.00 (0)

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Aug 10, 15:54
27.60 -0.25 (-0.90%)
Volume
AVERAGE VOLUME
5-Day
66,654
10-Day
77,997
30-Day
53,599
20,998
  • Prev. Close

    27.85

  • Open Price

    29.85

  • Bid Price (Qty.)

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  • Offer Price (Qty.)

    0.00 (0)

Annual Report

For Year :
2018 2016 2015 2014 2013 2012 2011 2010 2009

Director’s Report

Dear Members,

The Directors are pleased to present the 32nd Annual Report and the Audited Accounts for the Financial Year ended 3151 March, 2018.

Financial Highlights

The table given below gives the financial highlights of the Company on standalone basis for the year ended 31st March, 2018 as compared to the previous financial year.

Financial Results

2017-18 (Rupees)

2016-17 (Rupees)

Gross Revenue

5,16,89,39,844

5,06,83,22,873

Profit for the Year

13,20,50,999

9,08,24,573

Add: Balance Brought Forward

76,27,90,721

68,37,93,831

Less: Proposed Final Dividend

1,04,00,000

1,04,00,000

Less: Dividend Distribution Tax

21,17,202

21,17,191

Add: Remeaurements of Defined Benefit Plan

3,25,741

6,89,508

Balance Carried forward

88,26,50,259

76,27,90,721

Dividend:

The Directors have recommended a dividend @ Rs. 0.20 Paise per equity share of Rs. 2/- each for the approval of Shareholders at the ensuing Annual General Meeting.

Corporate Governance Report:

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance practice followed by the Company, together with a certificate from the Company’s Auditors confirming compliance forms an integral part of this Report.

Directors’ Responsibility Statement:

In terms of section 134 (3) (c) of the Companies Act, 2013, Directors state that:

1. In preparation of annual accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

2. 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, 2018 and profit for the year ended on that date;

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act 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;

5. The directors have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

6. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

Extract of Annual Return:

Extract of Annual return in form MGT-9 as required under section 92 of the Companies Act 2013 is annexed as Annexure -A of this report Deposits:

During the financial year under report the Company has not accepted deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantees and Investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Directors:

Mr. Ajay V. Agarwal retires by rotation at the ensuing Annual General Meeting in terms of Section 152 of the Companies Act, 2013 and eligible for reappointment.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company:

1. Mr. Ashok Agarwal : Chief Financial Officer

2. Mr. Shreedhar H.: Company Secretary

Number of Meetings of the Board:

The Board of Directors has the following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The details of the Committees along with their compositions, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report.

Board Evaluation:

Pursuant to the provisions of the Act and the Listing Regulations, performance evaluation of the Board, its committees, the Chairman & Managing Director and the Independent Directors were carried out. The manner in which the evaluation is carried out has been explained in the Corporate Governance Report.

Risk Management:

The Company has adopted a Risk Management Policy for the Company including identification therein the elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. After identifying the risk and assessing the level of impact, controls are put in place to mitigate the risk by the concerned executives who are responsible to control the exposure of the risk and balance the impact of risk on a continuous basis.

Independent Directors Meeting:

During the year under review a meeting of Independent Directors was held on 6th March, 2018.

Related Party Transactions:

The Audit Committee has given prior approval for all Related Party Transactions. The Policy on Related Party Transactions as approved by the Board is uploaded on Company’s Website. The Board of Directors of the Company has approved the criteria for omnibus approval of Related Party Transactions by the Audit Committee within the overall framework of the policy.

The particulars of contracts or arrangements with Related Parties referred to in Section 188(1) of the Act provided, in the prescribed Form AOC-2 annexed as Annexure B to this Report.

Auditors:

M/s. Kanu Doshi Associates LLP is appointed as Statutory Auditors to hold office from the conclusion of 31st Annual General Meeting to the conclusion of 34th Annual General Meeting (Subject to ratification of the appointment by the members at every Annual General Meeting). The Auditors have given their eligibility certificate in terms of Section 139 of the Companies Act, 2013.

Whistle Blower Policy:

Company has a Whistle Blower Policy to report genuine concerns or grievances. The same is explained in the Corporate Governance Report and No person has been denied access to Audit Committee.

Corporate Social Responsibility:

As a part of its initiative under the ‘Corporate Social Responsibility’ (CSR) drive, the Company has undertaken project in the area of rural development, Promoting health care, education etc. These projects are in accordance with Schedule VII of the Companies Act, 2013 and the Company’s CSR Policy. The report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure C-forming part of this report.

Cost Auditors:

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying audit of cost records relating to Textile Divisions every year. The Board of Directors, on the recommendation of the Audit Committee has appointed Y. R. Doshi & Co., (Firm Registration No. 000003) Cost Accountants, Mumbai, as Cost Auditors for undertaking Cost Audit of the Cost Records maintained by the Company for the Financial Year 2018-2019. As required under the Companies Act, 2013, a resolution seeking members approval for the remuneration payable to Cost Auditor forms part of the Notice convening Annual General Meeting for their ratification.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made there under the Company has appointed Mr. Yogesh Sharma, a Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure - D of this Report.

Particulars of Employees and related disclosure:

There are no employees drawing a monthly or yearly remuneration in excess of the limits specified by the Companies Act 2013. The Disclosure Required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - E and forms an integral part of this Report.

Energy, Technology Absorption and Foreign Exchange:

Information required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is included in Annexure F

Acknowledgement:

Your Directors acknowledge the support and counsel extended by the bankers, government agencies, shareholders, investors, employees and others associated with the Company. The Directors look forward the same in future also.

For and on behalf of Board of Directors

Mumbai Mr. Vishwanath L. Agarwal

30th May, 2018 Chairman

Director’s Report