FOR THE YEAR ENDED 31ST MARCH, 2016 - … Accountants REGISTERED OFFICE: Office no.13, Ground floor, Building no.02, B-wing, Shivllabh Road,

DHANLEELA INVESTMENTS & TRADING CO LTD.

36th ANNUAL REPORT

FOR THE YEAR ENDED

31ST MARCH, 2016

DHANLEELA INVESTMENTS & TRADING CO LTD.

DIRECTORS:

Mr. Vipul Dangi

Mrs. Varsha Dangi

Mr.Manoj Dave From 28/12/2015

Mr. Maheshkumar Sharma From 26/02/2016

Mr. Avinash M. Khire Up to 28/12/2015

Mr.Pramodkumar Harlalka Up to 26/02/2016

BANKERS:

KOTAK MAHINDRA BANK LTD

AUDITORS:

MANISHA & CO. Chartered Accountants

REGISTERED OFFICE: Office no.13, Ground floor, Building no.02, B-wing, Shivllabh Road,

N G Park, Dahisar-(E),Mumbai- 400068.

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 36th Annual Report

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NOTICENOTICE is hereby given that the 36th Annual General Meeting of the shareholders of theCompany will be held on 28th September, 2016 at 10.00 A.M atThe Maharaja Business Hotel,KohinoorComplex,Service Road,Western Express Highway, RawalpadaDahisar(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 andLoss Account of the Company for the period ended 31st March, 2016 together withDirectors’ 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 THATMrs. VarshaDangi (DIN: 00542551), a Director liable to retire byrotation pursuant to section 152(6) of the Companies Act 2013, who seek re-election, bere-appointed as the director of the Company.”

3 To appoint M/s K C Shrimanker And Associates, Chartered Accountants, as Auditors ofthe Company in place of M/s.Manisha& Co Chartered Accountants who have expressedtheir unwillingness to get re-appointed by passing following resolution:

“RESOLVED THAT pursuant to provision of section 139 of the Companies Act 2013 (asamended or re-enacted from time to time) read with rule no 3 of the Companies (Auditand Auditors) Rules 2014, M/s K C ShrimankerAnd Associates, Chartered Accountants inplace of M/s. Manisha& Co, Chartered Accountants who have expressed theirunwillingness to get re-appointed. Appointment of M/s K C Shrimanker AndAssociateshas been duly approved by the Audit Committee and the Board of Directors intheir respective meetings held on 30th August, 2016be and are hereby appointed as theStatutory Auditors of the Company who shall hold office from the conclusion of thismeeting till the conclusion of 41stAnnual General Meeting of the Company (Subject toratification by the members at every Annual General Meeting), on a remuneration as maybe fixed by the Board of Directors of the Company in consultation with the AuditCommittee.

SPECIAL BUSINESS:

4 To consider and if thought fit , to pass following resolution , with or without modificationas ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Sections149of the Companies Act,2013read with Schedule IV to the Companies Act, 2013 and Rule 4 of the Companies(Appointment and Qualification of Directors) Rules, 2014, Mr. Manoj Dave(DIN:07376154), who was appointed as an Additional Director of the Company by theBoard of Directors in the meeting, be and is, hereby, appointed as Independent Director ofthe Company forthe period of 5 years.

RESOLVED FURTHER THAT pursuant to Sections 149, 152,164,165, 179 (3) & 184 ofthe Companies Act,2013 read with Rules 8 & 14 of the Companies(AppointmentandQualification of Directors) Rules, 2014, the consent for appointment as Director of theCompany given in form DIR-2, along with declaration that he is not disqualified from


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being appointed as Director in DIR-8meets the criteria for independence as prescribed inthe Act, will abideby the code of conduct prescribed in Schedule IV to the act andthat,post– appointment, his number of directorships shall bewithin thelimits prescribedunder the Act and disclosure of interest, as laid before the meeting and duly initialed bythe Chairman for the purpose ofidentification, be and is,hereby, taken note of.

RESOLVED FURTHER THAT the Board ofDirectors of theCompany be and is, hereby,authorizedto do or delegate the authority to do, all such acts, deeds, things and signall such documents, drafts, e-forms, as maybe deemed necessary to give effect to thisresolution.”

5 To consider and if thought fit , to pass following resolution , with or without modificationas ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Sections149 of the Companies Act,2013read with Schedule IV to the Companies Act, 2013 and Rule 4 ofthe Companies(Appointment and Qualification of Directors) Rules, 2014, Mr. Mahesh Kumar MannalalSharma (DIN: 07451899), who was appointed as an Additional Director of the Companyby the Board of Directors in the meeting, be and is, hereby, appointed as IndependentDirector of the Company for the period of 5 years.

RESOLVED FURTHER THAT pursuant to Sections 149, 152,164,165, 179 (3) & 184 of theCompanies Act,2013 read with Rules 8 & 14of the Companies(Appointmentand Qualificationof Directors) Rules, 2014, the consent for appointment as Director of the Company given inform DIR-2, along with declaration that he is not disqualified from being appointed asDirector in DIR-8 meets the criteria for independence asprescribed in the Act, will abidebythe code of conduct prescribed in Schedule IV to the act and that,post– appointment, hisnumber of directorships shall be within the limits prescribed under the Act and disclosureof interest, aslaid before the meeting and duly initialled by the Chairman for the purpose ofidentification, be and is, hereby, taken note of.

RESOLVED FURTHER THAT the Board of Directors of theCompany be and is, hereby,authorized to do or delegate the authority to do, all such acts, deeds, things and signall such documents, drafts,e-forms, as may be deemed necessary to give effect to thisresolution.”

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

Sd/-Place: Mumbai Vipul DangiDate: 30th August 2016. (Din:-01191514)

(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 attendand vote instead of himself/herself and the proxy need not be a member. a person canact as proxy on behalf of members upto and not exceeding fifty (50) and holding in theaggregate 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 thecompany carrying voting rights may appoint a single person as proxy and such personshall not act as proxy for any other person or member. The instrument appointing proxymust be deposited at the registered office of the company not less than 48 hours beforethe time of holding the meeting. Proxies in order to be effective must be received by thecompany not less than 48 hours before the meeting.

2. Pursuant to the provisions of section 91 of the Companies Act, 2013, the register ofmembers and share transfer books of the company will remain closed from 22nd

September 2016 to 28th September 2016 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, BigshareServices 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 thedematerialized form, this information should be passed on to their respective DepositoryParticipants without any delay.

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

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

6. On dematerialization of shares, the nomination registered by the Company automaticallystands cancelled. In the case of shares held in electronic (dematerialized) form, theMembers are given an option of nomination at the time of opening a demat account. If nonomination is made at the time of opening the demat account, they should approachtheir respective Depository Participant.

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

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

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

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


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

11. The details of Directors who are seeking appointment/reappointment are given below::

Name VarshaDangi Manoj Dave MaheshkumarSharma

Age 35 years 52 years 57 yearsQualification B.Com B.Com B.ComNature of Expertise Human Resource

Development,Communication, Public

Relations, Art andPublicity

Account &Finance

LegalCompliance

No of years ofExperience in theindustry

12 years 30 year 35 year

Name of the Companiesin which also holdsDirectorship

GuruKirpaFinvestLimited

Nil Nil

Name of the Companiesin committees of whichalso holds Membership/Chairmanship

Nil Nil Nil

Shareholding in theCompany

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 listedCompanies or Companies having Shareholders not less than one thousand.

2. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule20 of the Companies (Management and Administration) Rules, 2014, the Company ispleased to provide members the facility to exercise their right to vote at the AnnualGeneral Meeting (AGM) by electronic means and the business may be transactedthrough e-Voting Services provided by Central Depository Services (I) Limited (CDSL):

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

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

5. The e-Voting shall remain open from 25th September 2016, 09.00A.M till 27th

September 2016, and 05.00P.M.


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6. *E-Voting shall be completed one day prior to the date of Annual General Meetingwhich is scheduled to be held on 28th September, 2016.

7. The Board of Directors at their meeting have appointed Mr.HarshGor, Partner of H VGor& Co, Practicing Company Secretaries as the scrutinizer for e-Voting to unblockthe votes in favour or against, if any, and to report forthwith to the Chairman. Thescrutinizer 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. The voting period begins on 25th September 2016,9A.M and ends on 27th September

2016. 5.00P.M During this period shareholders’ of the Company, holding shares

either in physical form or in dematerialized form, as on the cut-off date (record date)

of 21st September 2016 may cast their vote electronically. The e-voting module shall

be disabled by CDSL for voting thereafter.

2. Shareholders who have already voted prior to the meeting date would not be entitled

to vote at the meeting venue.

3. The shareholders should log on to the e-voting website www.evotingindia.com

4. Click on “Shareholders” tab.

5. Now Enter your User IDa. For CDSL: 16 digits beneficiary ID,b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,c. Members holding shares in Physical Form should enter Folio Number

registered with the Company.6. Next enter the Image Verification as displayed and Click on Login.7. 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 beused.

8. 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 TaxDepartment (Applicable for both demat shareholders as well as physicalshareholders)

Members who have not updated their PAN with theCompany/Depository Participant are requested to use the firsttwo letters of their name and the last 8 digits of the demataccount/folio number in the PAN field.

In case the folio number is less than 8 digits enter the applicablenumber of 0’s before the number after the first two characters ofthe name in CAPITAL letters. Eg. If your name is Ramesh Kumarwith folio number 1 then enter RA00000001 in the PAN field.

DividendBankDetails#OR Dateof BirthDOB#

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyyformat) as recorded in your demat account or in the company recordsin order to login.

If both the details are not recorded with the depository orcompany please enter the member id / folio number in theDividend Bank details field as mentioned in instruction (v).


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9. After entering these details appropriately, click on “SUBMIT” tab.10.Members holding shares in physical form will then directly reach 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 loginpassword in the new password field. Kindly note that this password is to be alsoused by the demat holders for voting for resolutions of any other company on whichthey are eligible to vote, provided that company opts for e-voting through CDSLplatform. It is strongly recommended not to share your password with any otherperson and take utmost care to keep your password confidential

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

12.Click on the EVSN for the relevant Dhanleela Investments & Trading CompanyLimited on which you choose to vote.

13.On the voting page, you will see “RESOLUTION DESCRIPTION” and against the samethe option “YES/NO” for voting. Select the option YES or NO as desired. The optionYES implies that you assent to the Resolution and option NO implies that youdissent to the Resolution.

14.Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolutiondetails.

15.After selecting the resolution you have decided to vote on, click on “SUBMIT”. Aconfirmation 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.

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

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

18.If Demat account holder has forgotten the changed password then Enter the User IDand the image verification code and click on Forgot Password & enter the details asprompted by the system.

19.Shareholders can also cast their vote using CDSL’s mobile app m-Voting available forandroid based mobiles. The m-Voting app can be downloaded from Google PlayStore. iPhone and Windows phone users can download the app from the App Storeand the Windows Phone Store respectively on or after 30th June 2016. Please followthe instructions as prompted by the mobile app while voting on your mobile.

20.Note for non-Individual Shareholders and Custodians Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and

Custodian are required to log on to www.evotingindia.com and register themselvesas Corporate.

A scanned copy of the Registration Form bearing the stamp and sign of the entityshould be emailed to [email protected]

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

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


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

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

Registered Office: By The order of the Board of DirectorsOffice no.13, Gr floor, Building no.02 For Dhanleela Investments & Trading Co.LtdB-wing, ShivllabhRoad,N G Park, Sd/-Dahisar-(E),Mumbai- 400068. VipulDangi

(Din:-01191514)(Managing Director)


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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, 2013)

Item No. 4Mr. Manoj Dave(DIN: 07376154) was appointed as Additional Director in the BoardMeeting held on 28th December, 2015, pursuant to second proviso to Section 149read with Section 161 of the Companies Act, 2013.Pursuant to Section 161 of theCompanies Act, 2013, the aforementioned director holds office till the ensuingAnnual General Meeting. In this regard, the Company has received the request inwriting from a member of the Company proposing his candidature for appointmentas Director of the Company. The Board feels that presence of Mr. Manoj Dave (DIN:07376154) on the Board is desirable and would be beneficial to the Company andhence recommend resolution no. 4 for adoption. The Board recommends resolutionno. 4 to be passed as Ordinary Resolution.

Mr. Manoj Dave(DIN: 07376154) will be appointed as Independent Director in theensuing Annual General Meeting for a period of five years, subject to approval ofshareholders. The Nomination and Remuneration Committee has identified Mr.Manoj Dave(DIN: 07376154) as the qualified candidate for the designation ofIndependent Director and has recommended his appointment to the Board ofDirectors. The Board of Directors recommends the appointment of Mr. ManojDave(DIN: 07376154) as an Independent Director. Further, Independent Director shallnot be liable to retire by rotation.

The Board recommends the proposed resolution no.4 for your approval as anOrdinary Resolution. Except Mr. Manoj Dave (DIN: 07376154), no other director isinterested in the resolution except as a member of the Company.

Item No. 5:Mr. Mahesh Kumar Mannalal Sharma (DIN: 07451899) was appointed as AdditionalDirector in the Board Meeting held on 26th February, 2016, pursuant to secondproviso to Section 149 read with Section 161 of the Companies Act, 2013. Pursuantto Section 161 of the Companies Act, 2013, the aforementioned director holds officetill the ensuing Annual General Meeting. In this regard,the Company has receivedthe request in writing from a member of the Company proposing his candidature forappointment as Director of the Company. The Board feels that presence of Mr.Mahesh Kumar Mannalal Sharma (DIN: 07451899) on the Board is desirable andwould be beneficial to the Company and hence recommend resolution no. 5 foradoption. The Board recommends resolution no. 5 to be passed as OrdinaryResolution.Mr. Mahesh Kumar Mannalal Sharma (DIN: 07451899) will be appointed asIndependent Director in the ensuing Annual General Meeting for a period offiveyears, subject to approval of shareholders. The Nomination and RemunerationCommittee has identified Mr. Mahesh Kumar Mannalal Sharma (DIN: 07451899) as


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the qualified candidate for the designation of Independent Director and hasrecommended his appointment to the Board of Directors. The Board of Directors

recommends the appointment of Mr. Mahesh Kumar Mannalal Sharma (DIN:07451899) as an Independent Director. Further, Independent Director shall not beliable to retire by rotation.

The Board recommends the proposed resolution no. 5 for your approval asan Ordinary Resolution.Except Mr.Mahesh Kumar Mannalal Sharma (DIN:07451899), no other director is interested in the resolution except as a member ofthe Company.

Registered Office: By The order of the Board of DirectorsOffice no.13, Gr floor, Building no.02 For Dhanleela Investments & Trading Co.LtdB-wing, ShivllabhRoad,N G Park, Sd/-Dahisar-(E),Mumbai- 400068 VipulDangiPlace: Mumbai (Din:- 01191514)Date: 30th August, 2016 (Managing Director)


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DIRECTORS’ REPORT1. INTRODUCTION

Your Directors are elated in presenting the 36th Annual Report of the Company alongwith the Audited Statement of Accounts for the year ended as on 31st March, 2016.

2. FINANCIAL RESULTS(Amount in Rs)

Particulars Current FinancialYear (2015-2016)

Previous FinancialYear (2014-2015)

Net ProfitBefore Depreciationand Tax

1,634,422 1,802,396

Depreciation NIL NILProfit before Tax 1,634,422 1,802,396Provision for Tax 516,380 553,944Profit after Tax 1,118,042 1,248,452

Less:- Income Tax - EarlierYears

2,815 118,563

Balance Brought forward (19,546,919) (20,676,808)Balance carried to BalanceSheet

(18,431,693) (19,546,919)

3. BUSINESS OVERVIEWDue to adverse market situations, the Net Profit after Tax of the Company has declinedfrom Rs. 12,48,452/- to Rs. 11,18,042/-. The Company’s policy of management hasprovided cushion effect to the adversities of the market on the performance ofCompany. The Board of Directors look towards the future performance with a positiveapproach.

4. DIVIDENDYour Directors feel that it is prudent to plough back the profits for future growth of theCompany and with a view to conserve the resources, they do not recommend anydividend for the year ended 31st March, 2016.

5. CORPORATE SOCIAL RESPONSIBILITYThe Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act, 2013 are notapplicable.

6. STATUTORY AUDITORSM/s. Manisha& Co, Chartered Accountants, retire as the Statutory Auditors of thecompany at the conclusion of the ensuing Annual General Meeting. M/s. Manisha&Co, Chartered Accountants, and Statutory Auditors of the Company have expressedtheir inability &unwillingless to accept the office in accordance with the provisions ofSection 139 of the Companies Act, 2013. Accordingly, the Board of directors of theCompany subject to the recommendation of the Audit Committee have proposed theappointment of M/s K C Shrimanker and Associates, Chartered Accountants as


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Statutory Auditors of the Company, and who shall hold office from the conclusion of36th Annual General Meeting till the conclusion of 41st Annual General Meeting(subject to ratification by the members at every Annual General Meeting) and to fixtheir remuneration thereof. M/s K C Shrimanker and Associates, CharteredAccountants have given their consent and eligibility to act as Statutory Auditors of theCompany.The board recommends the proposed resolution with respect to appointment of M/s KC Shrimanker and Associates, Chartered Accountants, as Statutory Auditors of theCompany for your approval as a Ordinary Resolution.

7. SECRETARIAL AUDITORSM/s. H V Gor& Co, Practicing Company Secretaries have been appointed in the BoardMeeting held on 26th May, 2016 as the Secretarial Auditor of the Company u/s 204 ofthe Companies Act, 2013 to conduct Secretarial Audit of the matters of the Companyand report thereof. The Secretarial Auditor’s Report has been annexed to the BoardReport under Annexure IV.

8. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS ORADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THEPRACTICING COMPANY SECRETARY IN THEIR REPORTSThere was no qualification, reservation or adverse remark made by the Auditors intheir report.The explanations made by the Board relating to the qualifications, reservations,adverse remarks made by the Practicing Company Secretary in his Secretarial AuditReport are furnished as under:

Secretarial Auditor’s Comment:1. Pursuant to Section 203 (1)(b) & (c) of the Companies Act, 2013 read with Rule

8 and Rule 8A of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, the Company has failed to appoint a CompanySecretary in whole time employment of the Company.

Explanation:1. The Company has been inviting the applications for the post of Company

Secretary in whole time employment of the Company by issuing classifieds inthe newspapers. However, the Company has failed to receive application from asuitable candidate for the aforementioned responsibilities.

Secretarial Auditor’s Comment:2. Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the

Companies (Accounts) Rules, 2014 the Company has failed to appoint InternalAuditor for the Financial Year 2015-16.

Explanation:2. Although the appointment of Internal Auditor is mandatory, the Board of

Directors of the Company are of the opinion that looking at the size of thecompany and its business operations, the Statutory Auditors appointed by theCompany have devised proper systems for internal financial control and toensure compliance with the provisions of all the applicable laws, and that suchsystems are adequate and are operating effectively.


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Secretarial Auditor’s Comment:3. The Company has filed certain intimations to the Stock Exchange under the

Listing Agreement read with SEBI (Listing Obligation and DisclosureRequirements) Regulation, 2015, related to Outcome of Board meetings afterstipulated time period.

Explanation:3. Due to inadvertent error the Company has failed to submit the intimations and

disclosures with the stock exchange within stipulated time frame. However, theCompany has made sure that all the required disclosures and intimations hasbeen delivered to the stock exchange.

Secretarial Auditor’s Comment:4. The Shareholding Holding Pattern for the quarter ended on 31st March, 2016,

as per Regulation 31(1)(b)of SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 was filed beyond the stipulated time periodwith the Stock Exchange.

Explanation:4. Due to inadvertent error the Company has failed to submit the Shareholding

Pattern with the stock exchange within stipulated time frame. However, theCompany has made sure that all the required disclosures and intimations hasbeen delivered to the stock exchange.

Secretarial Auditor’s Comment:5. The Company is in process of updation of its website with documents required

to be uploaded thereon as per the provisions of the Companies Act, 2013 andListing Agreement read with SEBI (Listing Obligation and DisclosureRequirements) Regulation, 2015.

Explanation:5. The website of the Company has not been updated due to technical reasons.

However, the Company is in the process of updating the website

Secretarial Auditor’s Comment:6. The Company is not in compliance with Clause 41 (III)(b) of the Listing

Agreement for the period 1st April, 2015 to 30th November, 2015 andRegulation 47 (1)(a) of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, for the period 1st December, 2015 to 31st March, 2016,related to publication of Notice of Board Meeting in news papers.

Explanation:6. The Company has failed to comply with the Listing Agreement and SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 due to genuineoversight on the part of the Company. However, the Company has proposed tocomply with the same from this financial year.

Secretarial Auditor’s Comment:7. The Company is not in compliance with Clause 41(IV)(a) of the Listing

Agreement for the period 1st April 2015 to 30th November, 2015 and Regulation47(1)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations,2015, for the period 1st December, 2015 to 31st March, 2016, relatedpublication of Financial Results in news papers.


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Explanation:7. The Company has failed to comply with the Listing Agreement and SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 due to genuineoversight on the part of the Company. However, the Company has proposed tocomply with the same.

Secretarial Auditor’s Comment:8. Composition of Nomination and Remuneration Committee is not as per the

provisions of the Companies Act, 2013 and the Listing Agreement entered intowith the Stock Exchange read with SEBI (Listing of Obligations and DisclosureRequirements) Regulations, 2015.

Explanation:8. The Company has failed to effect the appointment of the Independent Directors

due to genuine oversight on the part of the Company. However, the Companyhas proposed to appoint Additional Independent Director to meet with thedesired composition of the Nomination & Remuneration Committee as per theprovisions of the Companies Act, 2013 and the Listing Agreement entered intowith the Stock Exchange read with SEBI (Listing Obligation & DisclosureRequirements) Regulation, 2015.

9. DIRECTORSMr. AvinashKhire (DIN: 02399448) and Mr. PramodBajrangHarlalka (DIN:06577031)have resigned from the board due to pre-occupancies. The Board of Directors of thecompany accepted their resignation and relieved them from their responsibilitiestowards the Company with effect from 28th December,2015 and 26th February, 2016respectively.Mr. ManojShashikant Dave (DIN: 07376154) and Mr. MaheshkumarMannalal Sharma(DIN:07451899) were appointed as Additional Directors Categorized as IndependentDirectors of the Company under Section 149 read with Section 161 of the CompaniesAct, 2013 on 28th December, 2015 and 26th February, 2016 respectively.

10. DECLARATION BY THE INDEPENDENT DIRECTORSThe Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013so as to qualify themselves to be appointed as Independent Directors under theprovisions of the Companies Act, 2013 and the relevant rules.

11. BOARD MEETINGSDuring the financial year under review, the Board of Directors met Eight Times.

12. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OFREMUNERATION AND DISCHARGE OF THEIR DUTIESThe provisions of Section 178(1) relating to constitution of Nomination andRemuneration Committee are not applicable to the Company and hence the Companyhas not devised any policy relating to appointment of Directors, payment of Managerialremuneration, Directors qualifications, positive attributes, independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act,2013.


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13. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT &REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014The Company has not appointed any employee(s) in receipt of remuneration exceedingthe limits specified under Rule 5 (2) of Companies (Appointment & Remuneration ofManagerial Personnel) Rules, 2014.

14. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013The Company has duly set up an Internal Complaints Committee (ICC) in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention,Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexualharassment.The following is a summary of sexual harassment complaints received and disposed offduring the year 2015-16.No of complaints received: NilNo of complaints disposed off: Nil

15. DIRECTORS’ RESPONSIBILITY STATEMENT:Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013,your Directors state that:a. In the preparation of the annual accounts, the applicable accounting standards

have been followed with proper explanation relating to material departures, if any;b. They have, in the selection of the accounting policies, consulted the Statutory

Auditors and have applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state ofaffairs of the Company as at 31st March, 2016 and of itsProfitfor the year ended onthat date;

c. They have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theProvisions of the Companies Act, 2013 for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities; and

d. They have prepared the annual accounts for the year ended 31st March, 2016 on a‘going concern’ basis; and

e. They have prepared the annual accounts for the year ended 31st March, 2016 on a‘going concern’ basis; and

f. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDERSECTION 186 OF THE COMPANIES ACT, 2013There was no loan given or guarantee given or investment made or security providedpursuant to Section 186 of the Companies Act, 2013 during the year under review andhence the said provisions are not applicable.

17. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES.It is not proposed to carry any amount to any reserves from the profits of theCompany. Hence, disclosure under Section 134 (3) (j) of the companies act, 2013 is notrequired.


[2015-16] Page 15

18. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THEFINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THEDATE OF THE REPORTNo material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relateon the date of this report.

19. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:The particulars as required under the provisions of Section 134(3)(m) of theCompanies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 inrespect of conservation of energy and technology absorption are not required to befurnished considering the nature of activities undertaken by the Company during theyear under review. Further during the year under review, the Company has neitherearned nor used any foreign exchange.

20. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISKMANAGEMENTThe Company has developed & implemented Risk Management Policy. However,Company has not come across any element of risk which may threaten the existence ofthe Company.

21. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS ANDCOMPANY’S OPERATION IN FUTUREThere are no significant material orders passed by the Regulators / Courts / Tribunalwhich would impact the going concern status of the Company and its futureoperations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts)Rules, 2014 is not required.

22. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLSWITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5)(viii) OF COMPANIES (ACCOUNTS) RULES, 2014:The Company has an adequate Internal financial control system, commensurate withthe size of its business operations.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATEDPARTIESMADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act, 2013 during the year under review.

24. EXTRACT OF ANNUAL RETURNThe extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules, 2014 is furnished in“MGT-9”.


[2015-16] Page 16

25. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGILMECHANISMThe Audit Committee consists of the following members;a. Mr. ManojShashikant Daveb. Mr. MaheshkumarMannalal Sharmac. Mrs. VarshaDangiThe above composition of the Audit Committee consists of independent Directors viz.,Mr. ManojShashikant Dave and Mr. MaheshkumarMannalal Sharma who form themajority.The Company has established a vigil mechanism and oversees through the committee,the genuine concerns expressed by the employees and other Directors. The Companyhas also provided adequate safeguards against victimization of employees andDirectors who express their concerns. The Company has also provided direct access tothe chairman of the Audit Committee on reporting issues concerning the interests ofemployees and the directors of the Company.

26. CORPORATE GOVERNANCE:Your Company is committed to adopting the best Corporate Governance practices. Itbelieves that proper corporate governance is not just a regulatory compliance nut alsoa facilitator for enhancement of stakeholder’s value. Reports on Corporate Governanceand Management Discussions & Analysis are annexed and form part of this report.

27. APPRECIATION AND ACKNOWLEDGEMENTThe Board of Directors wish to place on record their appreciation for the co-operationand support of the Company’s Bankers, its valued customers, employees and all otherintermediaries concerned with the Company’s business.Your directors are grateful towards all members for supporting and sustaining usduring the intricate days. We look forward to your continued support and reiteratethat we are determined to ensure that the plans are successfully implemented.

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

Sd/-Place: Mumbai VipulDangiDate: 30th August2016 (Managing Director)


[2015-16] Page 17

REPORT ON CORPORATE GOVERNANCE

A. MANDATORY REQUIREMENTS:

1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCEEffective corporate governance practices constitute the strong foundation on whichsuccessful Commercial enterprises are built to last. The Company’s philosophy oncorporate governance on business strategies and ensures fiscal accountability, ethicalcorporate behaviour and fairness to all stakeholders comprising regulators, employees,customers, vendors, investors and the society at large.Strong leadership and effective corporate governance practices have been theCompany’s hallmark inherited from the Dhanleela culture and ethos.

The Company has a strong legacy of fair, transparent and ethical governancepractices. The Company has adopted a Code of Conduct for its employees includingthe Managing Director and the Executive Directors, which was revised during the yearto align with changing cultural and regulatory norms across the multiple jurisdictionsin which the Company conducts its business. In addition, the Company has adopted aCode of Conduct for its non-executive directors which includes Code of Conduct forIndependent Directors which suitably incorporates the duties of independent directorsas laid down in the Companies Act, 2013 (“Act”). These codes are available on theCompany’s website. The Company’s corporate governance philosophy has been furtherstrengthened through the Tata Business Excellence Model, the Dhanleela Code of Conductfor Prevention of Insider Trading and the Code of Corporate Disclosure Practices(“Insider Trading Code”).Pursuant to Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) the Companyhas executed fresh Listing Agreements with the Stock Exchanges.The Company is in compliance with the requirements stipulated under Clause 49 ofthe Listing Agreements and regulation 17 to 27 read with Schedule V and clauses (b)to (i) of sub-regulation (2) of regulation 46 of SEBI Listing Regulations, as applicable,with regard to corporate governance.

BOARD OF DIRECTORS Composition:The Board of the Company presently consists of Four Directors. The Board comprisesof Two Executive Directors & Two Non- Executive Independent Directors. TheIndependent Directors brings in Independent judgment in the Board’s deliberationsand decisions. The maximum tenure of Independent Director is in compliance with theAct. All Independent Directors have confirmed that they meet the criteria as mentionedunder Regulation 16(1)(b) of the Listing Regulations read with Section 149(6) of theAct. The Composition of Directors is as under:

The names and categories of the Directors on the Board, their attendance at BoardMeetings during the year and at the last Annual General Meeting as also the numberof Directorships and Committee Memberships held by them in other companies wereas under:


[2015-16] Page 18

Name of theDirector/ DIN No

Nature ofDirectorship

No. ofDirectorshipsin otherpubliclimitedcompanies

Membershipsof otherCommittee(s) ofother public limitedcompanies

No. ofBoardMeetingsAttended

LastAGM

Attended(Yes/No)

Chairman MemberMrs. Varsha Dangi Whole time

Director 1 0 0 8 Yes

Mr. Vipul Dangi ManagingDirector 1 0 0 7 Yes

*Mr. Avinash Khire NonExecutiveIndependentDirector

2 0 0 5 Yes

*Mr. PramodHarlalka

NonExecutiveIndependentDirector

0 0 0 7 Yes

#Mr. Manoj Dave AdditionalDirectorcategorizedasIndependent

1 0 0 3 NA

#Mr.MaheshkumarSharma

AdditionalDirectorcategorizedasIndependent

0 0 0 1 NA

*Mr. AvinashKhire and Mr. PramodkumarHarlalka have resigned from the post ofDirector with effect from 28th December, 2015 and 26th February, 2016 respectively.

#Mr.ManojShashikant Dave and Mr. MaheshkumarMannalal Sharma have beenappointed as Additional Directors categorized as Independent with effect from 28thDecember, 2015 and 26th February, 2016 respectively.

b) Meetings of Board of Directors: During the year 2015-2016, the Board met Eight times and the gap between twomeetings did not exceed one hundred and twenty days. The date on which the saidmeetings were held are as under:

30thMay, 2015 12th August, 201502ndSeptember, 2015 05th November,201528th December, 2015 08thFebruary, 201626th February, 2016 29th February, 2016

The necessary quorum was present for all the meetings.

During the year a meeting of the Independent Directors was held on 28th March, 2016.The Independent Directors, inter-alia, reviewed the performance of non-independentdirectors, Chairman of the Company and the Board as a whole.


[2015-16] Page 19

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 of the Company is constituted in line with the provisions ofRegulation 18 of SEBI Listing Regulations, read with Section 177 of the CompaniesAct, 2013.The Terms of Reference of the Audit Committee are broadly as under:• Oversight of Companies financial reporting process and the disclosure of its

financial information to ensure that the financial statement is correct, sufficientand credible.

• Recommendation for appointment, remuneration and terms of appointment ofAuditors of the Company.

• Approval of payments to Statutory Auditors for any other services rendered by theStatutory Auditors.

• Reviving, with the management, the Annual Financial Statements & AuditorsReport thereon before submission to the Board for approval, with particularreference to:

Matters required to be included in the Directors Responsibility Statementto be included in the Board’s Report in terms of Clause (c) of sub-section3 of Section 134 of the Act.

Changes, if any, in Accounting policies and practices and reasons for thesame.

Major Accounting entries involving estimates based on the exercise ofjudgment by management.

Significant adjustments made in the financial statements arising out ofaudit findings.

Compliance with listing and other legal requirements relating to financialstatements.

Disclosure of any related party transactions. Qualifications under Draft Audit Report

• Reviving with the management, the quarterly financial statements beforesubmission to the Board.

• Review and monitor Auditor’s Independence and performance, and effectivenessof Audit process.

• Approval or any subsequent modification of transactions of the Company withrelated parties.

• Examination of Financial Statements and the Auditors Report thereon.• Evaluation of Internal Financial Controls and Risk Management Systems• Establish Vigil Mechanism for directors and employees to report genuine

concerns in such manner as may be prescribed.• The Audit Committee may call for comments of the auditors about Internal

Control Systems, the scope of audit, including observations of the auditors &review of financial statements before their submission to the Board and may alsodiscuss any issue with the internal and Statutory Auditors and the managementof the Company.


[2015-16] Page 20

• The Audit Committee shall review the information required as per SEBI listingRegulations.

Composition and Attendance of Audit CommitteeDuring the year the Committee met 4 times on 1) 30th May, 2015 2) 12th August,2015 3) 05th November, 2015 4) 08th February, 2016Name of Director Category No. of

MeetingsAttended

#Mr. Manoj Dave Additional Director categorized asIndependent (Chairman with effect from28th December, 2015)

1

#Mr. MaheskumarlSharma

Additional Director categorized asIndependent (Member with effect from 26thFebruary, 2015)

0

Mrs. Varsha Dangi Executive Director 4*Mr. Avinash Khire Independent – NED

(Chairman upto 28th December, 2015)3

*Mr. PramodHarlalka

Independent – NED(Member upto 26th February, 2015)

4


#Mr. ManojShashikant Dave and Mr. MaheshkumarMannalal Sharma have beenappointed as Additional Directors categorized as Independent with effect from 28thDecember, 2015 and 26th February, 2016 respectively.

The necessary quorum was present at the meetings.- All members of the Board Audit Committee are financially literate and have relevantfinance and /or audit exposure.- At least One Audit Committee Meeting was held every quarter.- Mr. AvinashKhire the former Chairman of Audit Committee was present at the 35th

Annual General Meeting has resigned with effect from 28th December, 2015 and Mr.ManojShashikant Dave has been appointed as an additional non executive IndependentDirector to fill the position of Chairman of Audit Committee.

ii. Nomination and Remuneration CommitteeThe Nomination and Remuneration Committee of the Company is constituted in linewith the provisions of Regulation 19 of SEBI Listing Regulations, read with Section 178of the Companies Act, 2013.The broad terms of reference of the Nomination and Remuneration Committee are asunder:• Recommend to the Board the set up and composition of the Board and itsCommittees including the formulation of the criteria for determining qualifications,positive attributes and independence of a director.

• Recommend to the Board the appointment and re-appointment of the Directors.• Recommend to the Board the appointment of Key Managerial Personnel (“KMP” asdefined by the Act) and Executive team members of the Company (as defined by thisCommittee)

• Carry out evaluation of every director’s performance and support the Board andIndependent Directors in the evaluation of the performance of the Board, its

committees and individual directors. This shall include the formulation of criteria forevaluation of Independent Directors and Board.


[2015-16] Page 21

• Recommend to the Board the Remuneration policies for directors, executive team, keymanagerial personnel as well as rest of employees.

• Reviewing the performance of the Managing Director(s) and recommending to theBoard the quantum of annual increments and annual commission.

• Oversee familiarization programmes for directors.• Performing such other duties and responsibilities as may be consistent with theprovisions of the Companies Charter.

Composition and Attendance of Remuneration Committee:During the year 2015-2016, the Committee met twice on 02nd September, 2015 & 26thFebruary, 2016.The Composition and Attendance at the Remuneration Committee Meeting during theyear were as under:Name of the Director Category No. of

Meetingsattended

#Mr. Manoj Dave Additional Director categorized asIndependent (Chairman with effect from28th December, 2015)

1

#Mr. MaheskumarSharma

Additional Director categorized asIndependent(Member with effect from 26thFebruary, 2015)

0

Mrs. Varsha Dangi Executive Director 2*Mr. Avinash Khire Independent – NED

(Chairman upto 28th December, 2015)1

*Mr. PramodHarlalka Independent – NED(Member upto 26th February, 2015)

2


#Mr. ManojShashikant Dave and Mr. MaheshkumarMannalal Sharma have beenappointed as Additional Directors categorized as Independent with effect from 28thDecember, 2015 and 26th February, 2016 respectively.

Performance Evaluation Criteria for Independent Directors:The performance evaluation criteria for Independent Directors are determined by theNomination and Remuneration committee. Indicative lists of factors that may beevaluated include participation and contribution by a director. Commitment, effectivedeployment of knowledge and expertise, integrity and maintenance of confidentiality andindependence of behavior and judgment.

Remuneration Policy:The Remuneration Policy has been formed in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013. The criteria for determining theremuneration of directors are laid down by the Nomination and Remunerationcommittee. Indicative list of criteria defined in the policy are;

Minimum Qualification: Graduate

Positive Attribute: Analyzing, Visionary, Determined

Experience: 5 Years (2 years for professional)

iii. Stakeholders Relationship Committee:The Stakeholders Relationship Committee is constituted in line with the provisions ofRegulation 20 of SEBI Listing Regulations read with Section 178 of the Companies Act,2013.


[2015-16] Page 22

The Broad terms of reference of the Stakeholders Relationship Committee areas under:• Consider and resolve the grievances of security holders of the Company includingredressal of investor complaints such as transfer of securities, non receipt of dividend/notice/annual reports, etc. and all other securities holders’ related matters.• Consider and approve issue of share certificates (including issue of renewed orduplicate Share certificates), transfer and transmission of securities, etc.

Composition and attendance of Stakeholders Relationship committee:During the year 2015-2016, the Committee met twice on 2nd September, 2015 &29th February, 2016.The Composition and Attendance at the Remuneration Committee Meeting during theyear were as under:

Name of the Director Category No. ofMeetingsAttended

Mr. Maheskumar Sharma Additional Directorcategorized as Independent

1

MrVipul Dangi Managing Director 2

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

AGM/EGM

Date ofMeetings

Place of meeting Special Resolutionpassed

Time

2012-13 EGM 17/08/2012 Shop No. 114, FirstFloor, Shagun ArcadePremises Co- Op. Soc.Ltd., Gen A KVaidyaMarg, Malad(E), Mumbai -400097.

1) Issue of Equity shareson preferential basis inthe Company.2) Appointment of Mr.Tejas Gala and Mr.GauravBahety as theDirector of the company.

4.30.PM

2012-13 EGM 17/08/2012 Shop No. 114, FirstFloor, Shagun ArcadePremises Co- Op. Soc.Ltd., Gen A KVaidyaMarg, Malad(E), Mumbai -400097.

1) Issue of Equity shareson preferential basis inthe Company.2) Appointment of Mr.Tejas Gala and Mr.GauravBahety as theDirector of the company.

4.30.PM

2012-13 AGM 11/09/2013 Conference hall 1stFloor,GokulAnand Hotel PvtLtdAshokvan,ShivvallabhRoad,W.EHighway,Dahisar(East),Mumbai-400068.

1. Appointment of Mr.PramodkumarBajranglalHarlalKa as Director.2. Appointment of Mr.VipulDangi as Chairmanand Managing Director.3.Appointment of Mr.AvinashKhire.4. Appointment ofVarshaDangi as Exectuivedirector.5. Split of EquityShares.

9.30 AM


[2015-16] Page 23

6. Alteration of AOA.YearEnded

AGM/EGM

Date ofMeetings

Place of meeting Special Resolutionpassed

Time

2013-14 AGM 27/09/2014 The Maharaja BusinessHotel, KohinoorComplex, Service Road,Western ExpressHighway,RawalpadaDahisar(east), Mumbai-400068

1. Appointment ofIndependent Directors

2. Appointment of MD &CEO

3. Appointment ofChairman & CFO

4. Adoption of Articles ofAssociation as perTable F of Schedule I ofthe Companies Act,2013

10.00A.M.

2014-2015 AGM 28/09/2015 The Maharaja BusinessHotel, KohinoorComplex, Service Road,Western ExpressHighway,RawalpadaDahisar(east), Mumbai-400068

No Special resolutionpassed at meeting

10.00A.M.

5. DISCLOSURES:a) Subsidiary Companies

The Company does not have any subsidiary as on 31st March, 2016.

b) Disclosures on materially significant transactions with related partyThere were no materially significant Related party Transactions during the financialyear ended 31st March, 2016, that may have potential conflict with the interest of theCompany at large. The details of related party transactions as per AS-18 form part ofthe Notes to Accounts.

c) Disclosure of Accounting TreatmentThe Company follows Accounting Standards issued by The Institute of CharteredAccountants of India and in the preparation of financial statement, the Company hasnot adopted any treatment of Accounting Policies different from those prescribed inAccounting Standards.

d) Proceeds from Public issue or preferential allotmentThe Company has not made any public issue or preferential allotment during the yearunder review.

e) Management Discussion and Analysis ReportThe Management Discussion and Analysis Report has been annexed to the Directorsreport.

f)Details of non-compliances with regard to Capital marketWith regard to the matters related to the Capital market, the Company has compliedwith all the requirements of listing Agreement as well as SEBI Regulations. Nopenalties were imposed or strictures passed against the Company by the StockExchange, SEBI or any other Statutory Authority during the last three years in thisregard.


[2015-16] Page 24

g) Whistle Blower Policy and Vigil MechanismPursuant to the provisions of Section 177 of Companies Act, 2013 and the rules made

there under, the Company has established “Whistle Blower Policy/ Vigil Mechanism”

in its endeavour to provide its Board, Senior Management and Employees a secure and

a fearless working environment, for directors and employees to report genuine

concerns to the chairman of the Audit Committee. The purpose of this policy is to

create an awareness and fearless environment for the employees to report an instance

of unethical behaviour, actual or suspected fraud or violation of Company’s Code of

Conduct. The Framework of the policy strives to foster responsible and secure Whistle

Blowing. The policy should be read in conjunction with applicable regulation and

existing policies and procedures of the Company.

h) Reconciliation of Share Capital AuditA qualified Practicing Company Secretary carried out a Share Capital Audit toreconcile the total admitted Equity Share Capital with the National SecuritiesDepository Limited(“NSDL”) and Central Depository Services (India) Limited (“CDSL”)and the total issued and listed equity share capital. The Audit report confirms that thetotal issued / paid up capital is in agreement with the total number of shares inphysical form and total number of dematerialized shares held with NSDL and CDSL.

i)Code of ConductThe Company has adopted a Code of Conduct for the Directors and Senior

Management Personnel of the Company. The Members of the Board and Senior

Management Personnel have affirmed the compliance with code applicable to them

during the year ended March 31, 2016. The Annual Report of the Company contains a

certificate issued by the CEO and Managing Director in terms of SEBI Listing

Regulations on the compliance declarations received from Independent Directors, Non-

Executive Directors and Senior Management.

j) Details of director seeking appointmentThe details of Directors seeking appointment / re-appointment forms part of notice ofAnnual General Meeting.

6. MEANS OF COMMUNICATION:The quarterly, half yearly, Annual Results of the Company, are published in leading

newspapers in India. The results are also displayed on the company’s website

www.dhanleelainvestments.com. Further press releases made by the Company from

time to time are also displayed on the Company’s website.


[2015-16] Page 25

7. GENERAL SHAREHOLDERS INFORMATION:

i. Date of Incorporation 27th February, 1980

ii. Corporate Identity Number CIN) L65990MH1980PLC022268

iii. Registered Office Office No.13 N G Park, Bldg No. 2, B-Wing, Shiv Vallabh Road, Rawalpada,Dahisar (East) Mumbai- 400068.Email:- [email protected] No.9029222523

iv. Annual General Meeting Date : 28th September 2016Time : 10.00 AMAddress: The Maharaja Business hotel,Kohinoor Complex,ServiceRoad,WesternExpress Highway Rawalpada, Dahisar(East), Mumbai-400068

v. Financial Calendar a) April to Marchb) 1st Quarter Results - within 45 days

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

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

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

from the end of the Quartervi. Date of Book Closure 22nd September 2016 to 28th September

2016(both days inclusive)

vii. Listing on Stock Exchanges The Bombay Stock Exchange, Mumbaiviii. ISIN Number forCDSL/NSDL INE683D01027ix. BSE Scrip Code 503637x. Registrar and Transfer Agents Bigshare Services Pvt. Ltd,

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

xi. Listing of Equity Shares:The securities of your Company are listed at BSE and securities of the Company remainactive at Bombay Stock Exchange Ltd. the Company has paid the listing fees for the year2015-2016.


[2015-16] Page 26

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.)Open High Low Close

Apr-15 93.40 101.75 83.25 91.00May-15 91.00 91.00 91.00 91.00Jun-15 91.00 92.10 91.00 92.10Jul-15 91.00 91.00 91.00 91.00Aug-15 91.50 92.00 90.15 90.50Sept-15 91.00 91.20 89.95 89.95Oct-15 90.10 91.10 86.40 90.10Nov-15 90.40 90.40 89.80 89.80Dec-15 0.00 0.00 0.00 0.00Jan-16 0.00 0.00 0.00 0.00Feb-16 90.30 90.30 90.30 90.30Mar-16 0.00 0.00 0.00 0.00

Share Prices During The Financial Year Under Reviewxi. 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 (For physical and Demat)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 fromthe date of receipt.

0.00

20.00

40.00

60.00

80.00

100.00

120.00

Open Price

High Price

Low Price

Close Price


[2015-16] Page 27

xiii. Distribution Of Shareholding As On 31.03.2016:

Distribution ofShares

No. ofShareholders

Percentageto Total

No. ofShareholders

Shareholding(Rs.)

Percentage tototal Share

Capital

01- 5000 136 31.1927 95448 0.10085001-10000 37 8.4862 277944 0.293710001-20000 38 8.7156 552522 0.583820001-30000 27 6.1927 672710 0.710730001-40000 17 3.8991 600512 0.634540001-50000 9 2.0642 408104 0.431250001-100000 33 7.5688 2485902 2.6264100001 & Above 139 31.8807 89556858 94.6190

Total 436 100.00 94650000 100.00

xiv.Shareholding pattern as on 31.03.2016 is as follows:

Category No. of Shares held Holding Strength%

Insurance Cos./Banks 0.00 0.00U.T.I. 0.00 0.00NRIs 0.00 0.00Clearing Members 62929 0.13Resident Indians/other publicshareholding

33829778 71.48

Bodies Corporate (Non Institution) 13432293 28.38

Total 47325000 100.00

xv. Dematerialization of sharesAs per Notification issued by SEBI, with effect from June 26, 2000, it has becomemandatory to trade in the Company's shares in the electronic form. The Company'sshares are available for trading in the depository systems of both the National SecuritiesDepository Ltd. (NSDL) as well as the Central Depository Services (India) Ltd. (CDSL) fordemat facility.99.06% of the Company’s total paid up capital representing 4,68,79,875equity shares were held in dematerialized form as at March 31, 2016 and the balance0.94% representing 4,45,125 equity shares were held in physical form.

Particulars As atMarch 31, 2016

% ofHolding

No. of Shares held at NSDL 22469516 47.48

No. of Shares held at CDSL 24410359 51.58

No. of Shares held in Physical form 445125 0.94

Total 47325000 100


[2015-16] Page 28

xvi. Address for correspondence:DHANLEELA INVESTMENTS & TRADING COMPANY LTDOffice No.13, Building no.02, Shivllab road,N G Park,RawalPada,Dahisar-(E)Mumbai- 400002.Email Id: [email protected]: www.dhanleelainvestments.comShareholders correspondence may be directed to the Company’s Registrar and ShareTransfer Agents whose address is given below:BIGSHARE SERVICES PVT LTD.E-2/3, Ansa Industrial Estate,Saki Vihar Road, Saki Naka, Andheri (East),Mumbai-400072Phone: 022 - 28470652Fax: 022 - 28475207.Email: [email protected]: www.bigshareonline.com

By Order of the Board of DirectorsFor Dhanleela InvestmentsAnd Trading Co Ltd.

Sd/-Place: Mumbai VipulDangiDate: 30th August2016 (Din:-01191514)

(Managing Director )


[2015-16] Page 29

ANNEXURE XI

EXTRACT OF ANNUAL RETURNAs on financial year ended on 31st March 2016

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN : L65990MH1980PLC022268Registration Date : 27/02/1980Name of the Company : DHANLEELA INVESTMENTS & TRADING COMPANY

LIMITEDCategory / Sub-Category ofthe Company

: Company having Share capital

Address of the Registeredoffice and contact details

: Office No.13,Gr Floor,Building No.02,B-wing,NGPark,Shivllab Road, Dahisar-(E)-

Whether listed company : YesName, Address and Contactdetails of Registrar andTransfer Agent, if any:

: BIGSHARE SERVICES PVT. LTD ,E-2/3, Ansa Industrial Estate, Saki Vihar Road, SakiNaka, Andheri (East),Mumbai-400072.Tel no.022-28470652, Fax no. 022 – 28475207Email:- [email protected]:- www.bigshareonline.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shallbe stated:-

Sl. No. Name andDescription ofmain products/services

NIC Code ofthe Product/service

% to totalturnover of thecompany

1 Wholesale of Textiles,Fabrics, yarn, Householdlinen, Articles of Clothing

46411 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr.No.

Name andaddress of theCompany

CIN / GLN Holding /subsidiary /associate

% ofshares

held

Applicablesection

1 N.A N.A N.A N.A N.A2 N.A N.A N.A N.A N.A3 N.A N.A N.A N.A N.A4 N.A N.A N.A N.A N.A5 N.A N.A N.A N.A N.A6 N.A N.A N.A N.A N.A


[2015-16] Page 30

I SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of TotalEquity):

i. Category-wise Share Holding:

Category ofShareholders

No. of Shares held at the beginning of theyear

No. of Shares held at the end of the year %Changeduringthe year

Demat Physical Total % ofTotalShares

Demat Physical Total % ofTotalShares

A. Promoters(1) Indian N.A N.A N.A N.A N.A N.A N.A N.A N.Aa)Individual/HUF N.A N.A N.A N.A N.A N.A N.A N.A N.Ab) Central Govt N.A N.A N.A N.A N.A N.A N.A N.A N.Ac) State Govt(s) N.A N.A N.A N.A N.A N.A N.A N.A N.Ad) Bodies Corp. N.A N.A N.A N.A N.A N.A N.A N.A N.ASub-total(A)(1): N.A N.A N.A N.A N.A N.A N.A N.A N.A(2) Foreigna) NRIs - Individuals N.A N.A N.A N.A N.A N.A N.A N.A N.ASub-total (A)(2): N.A N.ATotal shareholdingof Promoter (A) =(A)(1)+(A)(2)

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

B. PublicShareholding


(1) Institutions N.A N.A N.A N.A N.A N.A N.A N.A N.Aa) Mutual Funds N.A N.A N.A N.A N.A N.A N.A N.A N.Ab) Banks / FI N.A N.A N.A N.A N.A N.A N.A N.A N.Ac) Central Govt N.A N.A N.A N.A N.A N.A N.A N.A N.Ad) State Govt(s) N.A N.A N.A N.A N.A N.A N.A N.A N.Ae)Venture CapitalFunds


f)Insurance Companies N.A N.A N.A N.A N.A N.A N.A N.A N.Ag) FIIs N.A N.A N.A N.A N.A N.A N.A N.A N.Ah)Foreign VentureCapital Funds


i) Others (specify) N.A N.A N.A N.A N.A N.A N.A N.A N.ASub-total (B)(1): N.A N.A N.A N.A N.A N.A N.A N.A N.A(2)Non-Institutionsa) Bodies Corp. 13520752 N.A 13520752 28.57 13432293 N.A 13432293 28.38 N.Ai) Indian N.A N.A N.A N.A N.A N.A N.A N.A N.Aii) Overseas N.A N.A N.A N.A N.A N.A N.A N.A N.Ab) Individuals N.A N.A N.A N.A N.A N.A N.A N.A N.Ai) Individualshareholders holdingnominal share capitaluptoRs. 1 lakh

930158 108875 1039033 2.20 N.A N.A N.A N.A N.A

ii) Individualshareholders holdingnominal share capitalin excess of Rs 1 lakh

32217009 380000 32597009 68.88 N.A N.A N.A N.A N.A

i) Individualshareholders holdingnominal share capitaluptoRs. 2 lakh

N.A N.A N.A N.A 2021071 145125 2166196 4.57 N.A

ii) Individualshareholders holdingnominal share capitalin excess of Rs 2 lakh

N.A N.A N.A N.A 31363582 300000 31663582 66.90 N.A

c) OthersClearing Members

168206 N.A 168206 0.36 62929 N.A 62929 0.13 N.A

Sub-total(B)(2):Total PublicShareholding(B)=(B)(1)+(B)(2)

46836125 488875 47325000 100 46879875 445125 47325000 100 N.A

C. Shares held byCustodian forGDRs & ADRs


Grand Total(A+B+C)

46836125 488875 47325000 100 46879875 445125 47325000 100 N.A


[2015-16] Page 31

ii. SHAREHOLDING OF PROMOTERS:

Sl.No.

Shareholder’sName

Shareholding at the beginning ofthe year

Share holding at the end of theyear

No. ofShares

% of totalShares oftheCompany

% of SharesPledged/encumberedto totalshares

No. ofShares

% of totalShares oftheCompany

% of SharesPledged /encumberedto totalshares

%changeinshareholdingduringtheyear

1 NOPROMOTER

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

Total N.A N.A N.A N.A N.A N.A N.A

iii. CHANGE IN PROMOTERS’ SHAREHOLDING ( PLEASE SPECIFY, IF THERE IS NO CHANGE):

Sl.No.

Shareholding at the beginningof the year

Cumulative Shareholdingduring the year

No. of shares % of totalshares of theCompany


At the beginning of the year N.A N.A N.A N.ADate wise Increase/ Decreasein Promoters Share holdingduring the year specifying thereasons for increase/decrease(e.g. llotment/transfer/bonus/sweat equity etc)

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

At the End of the year N.A N.A N.A N.A

iv. SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS,PROMOTERS AND HOLDERS OF GDRS AND ADRS):

Sl.No.



For each of the Top 10Shareholders


No. of shares % of totalshares ofthe Company

At the beginning of the year N.A N.A N.A N.ADate wise Increase / Decreasein Share holding during theyear specifying the reasons forincrease / decrease (e.g.allotment / transfer / bonus /sweat equity etc)

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

At the End of the year ( or onthe date of separation, ifseparated during the year)

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

v. SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Sl.No.



For each of the Directors andKMP


No. of shares % of totalshares ofthe Company

At the beginning of the year N.A N.A N.A N.A


[2015-16] Page 32

Date wise Increase / Decreasein Share holding during theyear specifying the reasons forincrease / decrease (e.g.allotment / transfer / bonus /sweat equity etc)

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

At the End of the year N.A N.A N.A N.A

II INDEBTEDNESS:Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Particulars of Remuneration SecuredLoansexcludingdeposits

UnsecuredLoans

Deposits TotalIndebtedness

Indebtedness at the beginning ofthe financial year

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

i) Principal Amount N.A N.A N.A N.Aii) Interest due but not paid N.A N.A N.A N.Aiii) Interest accrued but not due N.A N.A N.A N.ATotal (i+ii+iii) N.A N.A N.A N.AChange in Indebtedness duringthe financial year

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

Addition/ Reduction N.A N.A N.A N.AIndebtedness at the end of thefinancial year

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

III REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl.No.

Particulars ofRemuneration

Name of MD/ WTD/ Manager TotalAmount

VipulDangi

________ ________ _________

1 Gross salary(a) Salary as per provisionscontained in section 17(1)of the Income-tax Act,1961

2,42,000/- N.A N.A N.A 2,42,000/-

(b) Value of perquisites u/s17(2) Income-tax Act, 1961

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

2 Stock Option/ SweatEquity

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

3 Commission N.A N.A N.A N.A N.A4 Others, please specify N.A N.A N.A N.A N.A

Total (A) N.A N.A N.A N.A N.ACeiling as per the Act N.A N.A N.A N.A N.A

B. REMUNERATION TO OTHER DIRECTORS:

Sl.No.


Name of Directors TotalAmount

_______ ________ ________ _________ ________1. Independent Directors N.A N.A N.A N.AFee for attending board /committee meetings

N.A N.A N.A

Commission N.A N.A N.A N.A N.ATotal (1) N.A N.A N.A N.A N.AOverall Ceiling as per theAct


[2015-16] Page 33

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl.No.


Key Managerial Personnel

VipulDangi CompanySecretary

CFO Total

1 Gross salary 2,42,000/- N.A N.A 2,42,000/-(a) Salary as perprovisions contained insection 17(1) of theIncome-tax Act, 1961

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

(b) Value of perquisitesu/s17(2) Income-tax Act,1961

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

IV PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section oftheCompaniesAct

BriefDescription

Details ofPenalty /Punishment/Compoundingfees imposed

Authority[RD /NCLT/COURT]

Appeal made, ifany(give Details)

A. COMPANYPenalty N.A N.A N.A N.A N.APunishment N.A N.A N.A N.A N.ACompounding N.A N.A N.A N.A N.AB. DIRECTORSPenalty N.A N.A N.A N.A N.APunishment N.A N.A N.A N.A N.ACompounding N.A N.A N.A N.A N.AC. OTHER OFFICERS IN DEFAULTPenalty N.A N.A N.A N.A N.APunishment N.A N.A N.A N.A N.ACompounding N.A N.A N.A N.A N.A

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIORMANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OF CONDUCTThis is to confirm that the Company has adopted a Code of Conduct for its employeesincluding the Managing Director and Executive Directors. In addition, the Company hasadopted a Code of Conduct for its Non-Executive Directors and Independent Directors. Iconfirm that the Company has in respect of the year ended March 31, 2016, received fromthe Senior Management Team of the Company and the Members of the Board a declaration ofcompliance with the Code of Conduct as applicable to them.

By Order of the Board of DirectorsFor Dhanleela Investments And Trading Co Ltd.Sd/- Sd/-

Place: Mumbai VipulDangi Manoj DaveDate: 30th August, 2016 (MD & CEO) (Director)

DIN: 01191514 DIN:07376154


[2015-16] Page 34

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE REPORT

To,The Members ofDhanleela Investments & Trading Company Limited.

We have examined the compliance of conditions of Corporate Governance byDhanleela Investments & Trading Company Limited,for the yearended on 31stMarch,2016asstipulatedin:

• Clause49(excludingclause49(VII)(E))oftheListingAgreementsoftheCompanywithstockexchange(s)fortheperiodfromApril01,2015toNovember30,2015.

• Clause49(VII)(E)oftheListingAgreementsoftheCompanywiththestockexchange(s)fortheperiodfromApril01,2015toSeptember01,2015.

• Regulation23(4)oftheSEBI(ListingObligationsandDisclosureRequirements)Regulations,2015 (the Listing Regulations) for the period from September 02,2015toMarch31,2016 and Regulations 17to 27(excludingregulation23(1to8) and 24(1to6)regulation46(2)and para C,D and E of Schedule V of the Listing Regulations for theperiod from December01,2015toMarch31,2016.The compliance of conditions of Corporate Governance is the responsibility of theManagement. Our examination was limited to the proceduresandimplementationthereof, adopted bythe Company forensuring compliance with the conditions of theCorporateGovernance.Itisneitheranauditnoranexpressionofopiniononthefinancialstatements oftheCompany.WehaveexaminedtherelevantrecordsoftheCompanyinaccordancewiththeGenerallyAcceptedAuditingStandardsinIndia,totheextentrelevantandaspertheGuidanceNoteonCertification of Corporate Governance issued by the Institute of the CharteredAccountants of India.Inouropinionandtothebestofourinformationandaccordingtoourexaminationoftherelevant records and the explanations given to us and there presentations made bythe Directors and the Management, we certify that the Company has compliedwith the conditions of Corporate Governance as stipulated in Clause49 of theListing Agreement and regulation 17to27and clauses (b)to(i)of regulation46(2) andpara C,D and E of Schedule V of the Listing Regulations for the respective periods ofapplicability as specified underparagraph1above,duringtheyearendedMarch31,2016.

For Manisha& Co.Chartered AccountantsSd/-Manisha Patel

Place: Mumbai. ProprietorDate:26th May 2016 Membership No.148127


[2015-16] Page 35

FORM MR-3[Pursuant to Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014]SECRETARIAL AUDIT REPORT

For the year ended 31st March, 2016

To,The Members,Dhanleela Investments & Trading Company Limited,CIN: L65990MH1980PLC022268

We have conducted the secretarial audit of the compliance of applicable statutory provisionsand the adherence to the good corporate practices by Dhanleela Investments & TradingCompany Limited. (hereinafter referred to as “the Company”). Secretarial Audit wasconducted in a manner that provided us a reasonable basis for evaluating the corporateconducts and statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minutes books, forms and returnsfiled and other records maintained by the Company and also the information provided by theCompany, its officers, agents and authorized representatives during the conduct ofsecretarial audit, we hereby report that in our opinion, the company has, during the auditingperiod covering the financial year ended on 31st March, 2016, complied with the statutoryprovisions listed hereunder and also that the Company has proper Board Process andcompliance – mechanism in place to the extent, in the manner and subject to the reportingmade hereinafter:

We have examined the books, papers, minutes’ books, forms and returns filed and other

records maintained by the Company for the financial year ended on 31st March, 2016according to the provisions of:

1. The Companies Act, 2013 and rules made thereunder;

2. The Securities Contract (Regulation) Act, 1956 and rules made thereunder;

3. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

4. Foreign Exchange Management Act, 1999 and the rules made thereunder to the extent of

Foreign Direct Investment, Overseas Direct Investments, External Commercial Borrowings;

5. The following regulations and guidelines prescribed under the Securities Exchange Board

of India (SEBI) Act, 1992 (the Act):

a. The SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011;

b. The SEBI (Prohibition of Insider Trading) Regulations, 2015;

c. The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d. The SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme)

Guidelines, 1999 (not applicable to the Company during the Audit period);e. The SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (not applicable to the

Company during the Audit period);f. The SEBI (Registrar to an Issue and Share Transfer Agents) Regulation, 1993 regarding

the Companies Act and dealing with client;


[2015-16] Page 36

g. The SEBI (Delisting of Equity Shares) Regulations, 2009 (not applicable to the Companyduring the Audit period);

h. The SEBI (Buyback of Securities) Regulations, 1998 (not applicable to the Companyduring the Audit period);

6. We have relied on the representations made by the Company and it’s officers for system’s

and mechanism formed by the Company for compliances under other applicable Acts,

Laws and regulations to the Company. The list of major head group of Acts, Laws and

Regulations as applicable to the Company is given below:

a. Additional Duties of Excise (Textiles and Textile Articles) Act, 1978;

b. Textiles Committee Act, 1963;c. Textiles (Development and Regulation) Order, 2001;d. Textiles (Consumer Protection) Regulations, 1988;e. Handlooms (Reservation of Articles for Production) Act, 1985;f. Sale of Goods Act, 1979;g. Payment of Gratuity Act, 1972;h. Employees Provident Fund and Miscellaneous Provisions Act, 1952;i. The Payment of Bonus Act, 1965;j. Employees State Insurance Act, 1948;k. Minimum Wages Act, 1948;l. Equal Remuneration Act, 1976;m. Bombay Shop and Establishment Act, 1948;n. Acts as prescribed under Direct Tax and Indirect Tax;o. Maharashtra State Profession Tax Act, 1975;p. The Child Labour (Prohibition and Regulation) Act, 1986;q. Maternity Benefits Act, 1961;r. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013;s. Local laws applicable at the registered office of the Company;t. Indian Contract Act, 1872;u. Negotiable Instruments Act, 1881;

We have also examined compliance with the applicable clause of the following:

1. Secretarial Standards 1- on Meetings of Board of Directors and Secretarial Standard-2on General Meetings, issued by the Institute of Company Secretaries of India. (OtherSecretarial Standards are not applicable since the same are not notified during theaudit period)

2. The Listing Agreements entered into by the Company with Bombay Stock Exchange,read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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


[2015-16] Page 37

a. Pursuant to Section 203 (1)(b) & (c) of the Companies Act, 2013 read with Rule 8 andRule 8A of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014, the Company has failed to appoint a Company Secretary in whole timeemployment of the Company.

b. Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of theCompanies (Accounts) Rules, 2014 the Company has failed to appoint Internal Auditorfor the Financial Year 2015-16.

c. The Company has filed certain intimations to the Stock Exchange under the ListingAgreement read with SEBI (Listing Obligation and Disclosure Requirements) Regulation,2015, related to Outcome of Board meetings after stipulated time period.

d. The Shareholding Holding Pattern for the quarter ended on 31st March, 2016, as perRegulation 31(1)(b)of SEBI (Listing Obligation and Disclosure Requirements) Regulation2015 was filed beyond the stipulated time period with the Sock Exchange.

e. The Company is in process of updation of its website with documents required to beuploaded thereon as per the provisions of the Companies Act, 2013 and ListingAgreement read with SEBI (Listing Obligation and Disclosure Requirements) Regulation,2015.

f. The Company is not in compliance with Clause 41 (III)(b) of the Listing Agreement for theperiod 1st April, 2015 to 30th November, 2015 and Regulation 47 (1)(a) of SEBI (ListingObligations and Disclosure Requirement) Regulations, 2015, for the period 1st December,2015 to 31st March, 2016, related to publication of Notice of Board Meeting in newspapers.

g. The Company is not in compliance with Clause 41(IV)(a) of the Listing Agreement for theperiod 1st April 2015 to 30th November, 2015 and Regulation 47(1)(b) of SEBI (ListingObligation and Disclosure Requirement) Regulations, 2015, for the period 1st December,2015 to 31st March, 2016, related publication of Financial Results in news papers.

h. Composition of Nomination and Remuneration Committee is not as per the provisions ofthe Companies Act, 2013 and the Listing Agreement entered into with the StockExchange read with SEBI (Listing of Obligations and Disclosure Requirements)Regulations, 2015

We further report thatThe Board of Directors of the Company is duly constituted with proper balance ofexecutive directors, non executive directors and Independent directors. The changes inthe composition of the Board of Directors that took place during the year under reviewwere carried out in compliance with the provisions of the Act. Adequate notice is given toall the directors to schedule the Board meeting, agenda and detailed notes on agendawere sent at least seven days in advance, and a system exists for seeking and obtainingfurther information and clarifications on the agenda items before the meeting and formeaningful participation at the meeting. Majority decisions are carried through while thedissenting members’ views are captured and recorded as the part of the minutes.


[2015-16] Page 38

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensurecompliance with applicable laws, rules, regulations and guidelines.

We further report that during the reporting period, there have been no specific events oractions having major bearing on the Company’s affairs in pursuance of the above referredlaws, rules, regulations, guidelines, standards, etc. referred to above.

For H V Gor& Co,Practicing Company Secretaries

Sd/-Date: 30th August 2016 Mr. Ketan R ShirwadkarPlace: Navi Mumbai Partner

ACS No: 37829CP No: 15386

This Report is to be read with our letter of even date which is annexed as Annexure A andforms an integral part of this Report.


[2015-16] Page 39

ANNEXURE A OF SECRETARIAL AUDIT REPORT

To,The Members,Dhanleela Investments & Trading Company Limited,CIN: L65990MH1980PLC022268

Our report of even date to be read along with this letter;

1. Maintenance of Secretarial records is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records basedon our audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected in secretarialrecords. We believe that the processes and practices, we followed provide a reasonablebasis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Booksof Accounts of the Company.

4. Wherever required we have obtained the Management representation about thecompliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules,regulations, standards, is the responsibility of the management. Our examination waslimited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to future viability of the Companynor of the efficacy and effectiveness with which the management has conducted the affairsof the Company.

For H V Gor& Co,Practicing Company Secretaries

Sd/-Date: 30th August 2016 Mr. KetanShirwadkarPlace: Navi Mumbai Partner

ACS No: 37829CP No: 15386


[2015-16] Page 40

MANAGEMENT DISCUSSION & ANALYSIS

Your Director are pleased to present the Management Discussion and Analysis Reports forthe year ended March 31, 2016 as under:

INDIAN ECONOMY & OVERVIEW:India has emerged as the fastest growing major economy in the world as per the CentralStatistics Organization (CSO) and International Monetary Fund (IMF). According to theEconomic Survey 2015-16, the Indian economy will continue to grow more than 7 per cent in2016-17.The improvement in India’s economic fundamentals has accelerated in the year 2015 withthe combined impact of strong government reforms, RBI's inflation focus supported by benignglobal commodity prices.India was ranked the highest globally in terms of consumer confidence during October-December quarter of 2015, continuing its earlier trend of being ranked the highest duringfirst three quarters of 2015, as per the global consumer confidence index created by Nielsen.

INDUSTRY STRUCTURE:The future looks bright for the Indian textile and apparel industry. There are positive driverswhich indicate future growth opportunities. There is plenty of cotton with a good potential forhigher yield. There is the chance to produce yarn instead of exporting cotton. There isgrowing export as well as domestic market demand. The Government supports modernizationof the industry with a particular focus on closing the gaps in the textile value chain.

BUSINESS OPERATIONS:The Company is engaged in the business of Trading of Textiles and Shares. The operationalperformance of the Company during the year was satisfactory looking to the weak marketscenario, high input cost, lack of demand by consumers due to high inflation rate, steepcompetition in profit margin. We identify trends and focus on fundamental quality growthcompanies for investments. We believe this approach to investing is paramount to long termwealth creation.

OUT LOOKThe Company has high hope regarding boom in textile and trading industry which will helpyour Company to flourish and yield good returns to investors and shareholders. Keeping thesame in view the Company is planning to expand the present line of business.

CORPORATESUSTAINABILITYAND SOCIAL RESPONSIBILITYThe Company constantly strives to meet and exceed expectations in terms of the quality of itsbusiness and services. The Company commits itself to ethical and sustainable operation anddevelopment of all business activities according to responsible care and its own code ofconduct. Corporate Social Responsibility is an integral part of the Company's philosophy andparticipates in activities in the area of education and health.


[2015-16] Page 41

OPPORTUNITIES:The future looks bright for the Indian textile industry. There are positive drivers whichindicate future growth opportunities. There is growing export as well as domestic marketdemand. The Government supports modernization of the industry with a particular focus onclosing the gaps in the textile value chain.

THREATS:Continuation of recessive trends for an extended period will cast its long shadow on textilesindustry. Old Machinery in textile industry led to low productivity and inferior quality. Cheapimports from emerging / developing countries like China, Vietnam, Sri Lanka and Indonesia.Labour productivity in India is extremely low as compared to some of the advanced countries.

INTERNAL CONTROL SYSTEM:Your Company has an effective system of accounting and administrative controls supportedby an internal audit system with proper and adequate system of internal check and controlsto ensure safety and proper recording of all assets of the Company and their proper andauthorised utilization.

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

CAUTIONARY STATEMENTThe statements in this management discussion and analysis report could differ materiallyfrom those expressed or implied. Important factors that could make a difference to theCompany’s operation include raw material availability and prices, cyclical demand andpricing in the Company’s principal markets, changes in the government regulations, taxregimes, economic developments within India and the countries with which the Companyconducts business and other incidental factors.

On behalf of the Board of DirectorsFor Dhanleela Investments And Trading Co Ltd.Sd/-

Place: Mumbai VipulDangiDate: 30th August2016 (Managing Director)


[2015-16] Page 42

INDEPENDENT AUDITOR’S REPORT

To,The Members OfDhanleela Investments and Trading Company LimitedReport on the Financial Statements

We have audited the accompanying financial statements of Dhanleela Investments andTrading Company Limited (“the Company”), which comprise the Balance Sheet as at31/03/2016, the Statement of Profit and Loss, for the year then ended, and a summary ofthe significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial StatementsThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) ofthe Companies Act, 2013 (“the Act”) with respect to the preparation of these financialstatements that give a true and fair view of the financial position and financial performanceof the Company in accordance with the accounting principles generally accepted in India,including the Accounting Standards specified under Section 133 of the Act, read with Rule 7of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguarding ofthe assets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design, implementation and maintenance ofadequate internal financial controls, that were operating effectively for ensuring the accuracyand completeness of the accounting records, relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement, whether due to fraud or error.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit.We have taken into account the provisions of the Act, the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethical requirementsand plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and thedisclosures in the financial statements. The procedures selected depend on the auditor’sjudgment, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. In making those risk assessments, the auditorconsiders internal financial control relevant to the Company’s preparation of the financialstatements that give a true and fair view in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness ofthe accounting policies used and the reasonableness of the accounting estimates made by


[2015-16] Page 43

the Company’s Directors, as well as evaluating the overall presentation of the financialstatements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our audit opinion on the financial statements.

OpinionIn our opinion and to the best of our information and according to the explanations given tous, the aforesaid financial statements give the information required by the Act in the mannerso required and give a true and fair view in conformity with the accounting principlesgenerally accepted in India, of the state of affairs of the Company as at 31/03/2016, and itsProfit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by

the Central Government of India in terms of sub-section (11) of the section 143 of theAct, we give in the “Annexure A”, a statement on the matters specified in paragraphs 3and 4 of the order.

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

(a) We have sought and obtained all the information and explanations which to the best ofour 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 theCompany so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, anddealt with by this Report arein agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on31/03/2016 taken on record by the Board of Directors, none of the directors isdisqualified as 31/03/2016 from being appointed as a director in terms of Section164 (2) of the Act.

(f) With respect to the adequacy of internal financial controls over financial reporting ofthe Company and the operating effectiveness of such controls, refer to our separateReport in “Annexure B”.

(g) With respect to the other matters to be included in the Auditor’s Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and tothe best of our information and according to the explanations given to us:


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i. The Company did not have any pending litigations on its financial position in itsfinancial statements.

ii. The Company did not have any long-term contracts including derivative contractsfor which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

For Manisha&Co.Chartered AccountantsSd/-Manisha Patel

Place: Mumbai. ProprietorDate: 26th May2016 Membership No. 148127


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Annexure to the Independent Auditors' Report(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements'section of our report of even date)

(1) The company does not have any fixed assets. Consequently, the provisions of clauses 1(a) & (b) are not applicable to the company.

(2) (a) Physical verification of inventory has been conducted at reasonable intervals by themanagement.

(b) Procedures for physical verification of inventory followed by the management isreasonable and adequate in relation to the size of the company and the nature of itsbusiness. There is no inadequacies in such procedures that should be reported.

(c) Company is maintaining proper records of inventory. No material discrepancieswere noticed on physical verification.

(3) Based on the audit procedures performed and the information and explanations givento us, the Company has neither granted nor taken any loans, secured or unsecured to/from the companies, firms or other parties covered in the register maintained underSection 189 of the Companies Act, 2013;

(a) The loans granted are re-payable on demand. As informed, the company has notdemanded repayment of any such loan during the year, thus there has been no defaulton the part of the parties to whom the money has been lent. The payment of interesthas been regular.

(b) There is no overdue amount of any loans, secured or unsecured to companies,firms or other parties covered in the register maintained under section 189 of theCompanies Act

(4) Based on the audit procedures performed and the information and explanations givento us, there are adequate internal control system commensurate with the size of thecompany and the nature of its business for the purchase of inventory and fixed assetsand for the sale of goods and services. During the course of audit We have not observedcontinuing failure to correct major weaknesses in internal control system.

(5) The Company has not accepted any deposits from the public.

(6) The Company is not required to maintain cost records pursuant to the Rules made bythe Central Government for the maintenance of cost records under sub-section (l) ofsection 148 of the Companies Act.

(7) (a)The company is regular in depositing with appropriate authorities undisputedstatutory dues including Income tax, Service tax, and other material statutory duesapplicable to it.


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(b) According to records of the Company examined by us there are no dues of SalesTax, Value Added Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cesswhich have not been deposited on account of any dispute. The particulars of dues ofIncome Tax as at 31st March, 2015, which have not been deposited on account of anydispute, are as follows.

Nature of theStatute

Nature ofDues

Amount(Rs.)

Period towhich

Amountrelates

Forum wheredispute is pending

The IncomeTax Act, 1961

Income TaxDues

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

The Commissioner ofIncome Tax (Appeals)

(c) The Company does not required to transfer fund to the Investor Education andProtection Fund.

(8) The company does not have any accumulated losses at the end of the financial yearand has not incurred cash losses during current financial year and in the immediatelypreceding financial year.

(9) The company has not availed any loan from financial institution or bank.

(10) As Company has not availed any loan from financial institution or bank , hence thisclause is not applicable.

(11) The Company has not availed any term loans..

(12) Based on the audit procedures performed and the information and explanations givento us, we report that no fraud on or by the Company has been noticed or reportedduring the year, nor have we been informed of such case by the management.

For Manisha& Co.Chartered AccountantsSd/-Manisha PatelProprietorMem. No. 148127Place: MumbaiDated: 29.05.2016


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Annexure B to the Independent Auditor’s Report of even date on the FinancialStatements of Dhanleela Investments & Trading Company Limited.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act, 2013 (“the Act”)

To the Members of Dhanleela Investments & Trading Company Limited

We have audited the internal financial controls over financial reporting of DhanleelaInvestments & Trading Company Limited (“the Company”) as of March 31, 2016 inconjunction with our audit of the financial statements of the Company for the year ended onthat date.

Management’s Responsibility for Internal Financial ControlsThe Company’s Management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteria established bythe Company considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India. These responsibilities include the design, implementationand maintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business, including adherence to theCompany’s policies, the safeguarding of its assets, the prevention and detection of frauds anderrors, the accuracy and completeness of the accounting records, and the timely preparationof reliable financial information, as required under the CompaniesAct, 2013.

Auditor’s ResponsibilityOur responsibility is to express an opinion on the Company's internal financial controls overfinancial reporting based on our audit. We conducted our audit in accordance with theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting (the“Guidance Note”) and the Standards on Auditing as specified under section 143(10) of theCompanies Act, 2013, to the extent applicable to an audit of internal financial controls, bothapplicable to an audit of Internal Financial Controls and, both issued by the Institute ofChartered Accountants of India. Those Standards and the Guidance Note require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects.

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

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


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Meaning of Internal Financial Controls Over Financial ReportingA company's internal financial control over financial reporting is a process designed toprovide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that, in reasonable detail, accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance that transactionsare recorded as necessary to permit preparation of financial statements in accordance withgenerally accepted accounting principles, and that receipts and expenditures of the companyare being made only in accordance with authorisations of management and directors of thecompany; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition, use, or disposition of the company's assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting,including the possibility of collusion or improper management override of controls, materialmisstatements due to error or fraud may occur and not be detected. Also, projections of anyevaluation of the internal financial controls over financial reporting to future periods aresubject to the risk that the internal financial control over financial reporting may becomeinadequate because of changes in conditions, or that the degree of compliance with thepolicies or procedures may deteriorate.

OpinionIn our opinion, the Company has, in all material respects, an adequate internal financialcontrols system over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31, 2016, based on the internal control overfinancial reporting criteria established by the Company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India.

Explanatory paragraphWe also have audited, in accordance with the Standards on Auditing issued by the Instituteof Chartered Accountants of India,as specified under Section 143(10) of the Act, the financialstatements of theCompany, which comprise the Balance Sheet as at March 31, 2016, and therelated Statement of Profit and Loss and Cash Flow Statement for the year then ended, and asummary of significant accounting policies and other explanatory information, and our reportdated May 29,2016 expressed an unqualified opinion thereon.For Manisha& Co.

Chartered AccountantsSd/-Manisha PatelProprietorMem. No. 148127Place: MumbaiDated: 29.05.2016


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21: Significant Accounting Policies:

a. Corporate Information:Dhanleela Investments & Trading Company Limited is public limited listed company. TheCompany is engaged in the business of Trading of textile and investments.

b. Basis of preparation of Financial Statements:i. The financial statements have been prepared under the historical cost convention, in

accordance with the generally accepted accounting principles and the provisions of theCompanies Act, 2013. Accounting Standards (AS) referred to in the notes are as issuedby the Institute of Chartered Accountants of India.

ii. Accounting policies not specifically referred to otherwise are consistent with thegenerally accepted accounting principles followed by the Company.

iv.The preparation of financial statements requires Management to make estimates andassumptions that affect the reported amounts of assets and liabilities on the date offinancial statements and the reported amount of revenues and expenses during thereporting period. Difference between the actual results and estimates are recognised inthe period in which the results are known / materialized.

c. Investments:Investments are long term in the nature and stated at cost.

d. Revenue Recognition:For dealing in Shares & Securities in cash market segment the same are accounted foron the basis of bill dates received from the brokers.

e. Inventories:Inventories of securities are stated at cost & inventories of fabric are stated at cost or netrealisable value whichever is lower.

f. Taxes on Income:Provision for tax is made on the basis of the estimated taxable income as per theprovisions of the Income Tax Act, 1961 and the relevant Finance Act, after taking intoconsideration judicial pronouncements and opinions of the Company's tax advisors.

g. Earnings per Share:Basic earnings per share is computed by dividing the profit/(loss) after tax (including thepost-tax effect of extraordinary items, if any) by the weighted average number of equityshares outstanding during the year.

Diluted earnings per share is computed by dividing the profit/(loss) after tax (including thepost-tax effect of extraordinary items, if any) as adjusted for dividend, interest and othercharges to expense or income relating to the dilutive potential equity shares, by the weightedaverage number of equity shares considered for deriving basic earnings per share and theweighted average number of shares which could have been issued on the conversion of alldilutive potential equity shares.


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NOTE 22: Provisions, Contingent Liabilities & Contingent Assets:Provisions involving substantial degree of estimation in measurement are recognized whenthere is a present obligation as a result of past event and it is probable that there will be anoutflow 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 ofDues Amount

(Rs.)

Period to which

Amount relates

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

NOTE 23: In the opinion of the Board, the Current Assets Loans and Advances are not lessthan the values stated if realized in the ordinary course of business. The provision forall known liabilities are adequate and not in excess of the amount reasonablynecessary.

NOTE 24: The Company has not received any intimation from suppliers regarding their statusunder the Micro, Small and Medium Enterprises Development Act, 2006 and hencedisclosures if any, relating to amounts unpaid as at the yearend together with theinterest paid/payable as required under the said Act have not been given.

NOTE 25: Disclosures under accounting standards:a. Segment Reporting (AS-17):The Company operates in the business of Trading and investments .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, 2016 are as

follows:

i. Directors & Key management personnel : VipulDangi – Managing Director

VarshaDangi – Director

ManojShashikant Dave –Director ( From 28/12/2015)

MaheshkumarMannalal Sharma–Director( From 26/02/2016)

AvinashMadhavKhire – Director ( upto 28/12/2015)

PramodkumarBajranglalHarlalka – Director ( upto 26/02/2016)


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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 therelated party

Nature of Payment March 31,2016

March 31,2015

Mr. VipulDangi ManagerialRemuneration Rs. 2,42,000/- Rs. 2,64,000/-

NOTE 26: The balances of Current assets, Current liabilities including Sundry Debtors,Sundry Creditors, Loans & advances & Unsecured Loan are subject toconfirmation.

NOTE 27: Figures have been rounded off to the nearest rupee.

NOTE 28: Comparative Figures:Previous year’s figures have been regrouped &rearranged wherever necessary to correspondwith the current period’s classification/disclosures.

For Manisha& Co. For & on behalf of the Board of Directors ofChartered Accountants Dhanleela Investments and Trading Company Limited

Sd/- Sd/- Sd/-Manisha P. Patel VipulDangi Manoj DaveProprietor Managing Director DirectorMem. No. 148127 DIN: 01191514 DIN: 07376154Place: MumbaiDated: 26.05.2016

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 Annual General Meeting of the company, to be held on the 28th day of September 2016 At 10.00 a.m. at The Maharaja Business Hotel, Kohinoor Complex, Service Road, Western Express Highway, Rawalpada Dahisar(east), Mumbai-400068. 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, 2016, 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 (DIN: 00542551)as Director liable to retire by rotation

3. To Appointment of M/s K C Shrimanker And Associates, Chartered Accountants, as Auditors of the Company in place of M/s. Manisha & Co

4. Re-Appointment of Mr. Manoj Dave(DIN: 07376154) as as Independent Director of the Company for the period of 5 years.

5. Re-Appointment of Mr. Maheshkumar Mannalal Sharma (DIN: 07451899)as Independent Director of the Company for the period of 5 years.

Signed this…… day of……… 2016 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 28th September, 2016 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:-

Office no.13, Ground floor, Building no.02, B-wing, Shivllabh Road,N G Park, Dahisar-(E),Mumbai- 400068.

Documents

FOR THE YEAR ENDED 31ST MARCH, 2016 - … Accountants REGISTERED OFFICE: Office no.13, Ground floor, Building no.02, B-wing, Shivllabh Road,