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Dhanada Corporation Ltd			Industry : Hotels


BSE Code:	531198	NSE Symbol:	Not Listed	P/E(TTM):	0

ISIN Demat:	INE041F01015	Div & Yield %:	0	EPS(TTM):	0

Book Value(Rs):	-0.6724658	Market Cap ( Cr.):	12.86	Face Value(Rs):	1

Change Company

To,

The Members,

DHANADA CORPORATION LIMITED

The Board of Directors of your Company has pleasure in presenting the 33^rd Annual Report of the Company together with the Audited statements of accounts for the year ended on 31^st March 2019.

1. Financial summary or highlights / Performance of the Company:

Your Company's financial summary / performance during the year under review as compared to the previous year are summarized below:

		(Rs. in Crores)
Particulars	2018 – 19	2017 – 18
Turnover	11.22	10.93
Profit / (Loss) before Finance charges, Tax, Depreciation / Amortization	2.37	(0.82)
Finance Charges	3.04	2.61
Profit / (Loss) before Tax, Depreciation / Amortization	(0.67)	(1.79)
Depreciation	0.98	1.20
Profit / (Loss) before Tax	(1.65)	(2.99)
Provision for Tax	Nil	Nil
Profit / (Loss) after Tax	(1.65)	(2.99)
Proposed Dividend	Nil	Nil

2. Dividend:

In view of the losses, the Board of Directors does not recommend any dividend for the year ended on 31^st March 2019.

3. Reserves:

No amount is proposed to be transferred to the Reserves.

4. State of Affairs (Standalone):

During the year under review, the turnover of the Company increased by 3% as compared to the previous year. This was a result of increased occupancy achieved through marketing tie-ups and other initiatives taken by the management. The Average Room Revenue (ARR) registered a significant increase. The revenue from Food & Beverages Segment has been decreased as compared to the previous year.

However, operating margins were under pressure due to increase in operating costs especially employee benefit cost. As a result, the Company could not register profit.

Finance

The shortage of finance continues to be the major challenge before the Company. The parent company was not able to extend its helping hand due to its own problems.

Due to the NPA status, all the sources of raising further finance are blocked. The Promoters are doing whatever is possible in their individual capacity to remedy the situation.

The Company somehow managed its working capital needs through internal resources.

Current Year Prospects

The fortune of the hospitality industry has always been linked to the prospects of the tourism industry and general economic growth. On both fronts, the current year seems to be positive. The first quarter of the current year registered higher occupancy rate as compared to the corresponding period in previous year. Barring unforeseen difficulties, the Hotel is expected to keep up its performance. However, due to reasons explained earlier, margins are likely to remain under pressure.

The chances of improvement in financial situation during the year look dim.

5. Change(s) in the nature of business, if any:

There is no change in the nature of business of the Company.

6. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report:

Nil. No such material changes and commitments have occurred.

7. Details of significant and material orders passed by the regulators / courts / tribunals impacting the going concern status and the Company's operations in future:

The Court of District and Session Judge, Aurangabad has passed an order for attachment and sale of the property / assets of the Company under Maharashtra Protection of Interest of Depositors (In Financial Establishment) Act, 1999 (MPID Act).

The Company had filed Petitions for Special Leave to Appeal in Supreme Court of India, Delhi, against the order passed by the Aurangabad High Court and the Hon'ble High Court, Mumbai for attachment and sale of the property / assets of the Company under MPID Act, to challenge the said orders. The Petitions were called on for hearing on 30^th November 2018. Upon hearing, the Hon'ble Court passed the order of dismissal of the Special Leave Petitions.

Accordingly, the office of the Sub Divisional Officer and Competent Authority (MPID Act), Aurangabad had taken possession of the Hotel premises and attached / debit – freeze the bank accounts of the Company on 3^rd November 2018. The Competent Authority had put the property / commercial building of the Company i.e. Hotel Vits, CTS No. 18349/1-2-3, Vedant Nagar, Near Goldy Cinema, Railway Station Road, Aurangabad for e-Auction in the months of February and March 2019. However, the said e-Auction had not taken place.

Further, pursuant to the order, the Competent Authority has formed a Committee for the supervision of the Hotel premises through the staff of the Hotel. The Competent Authority has opened a separate bank account to manage the day-to-day financial operations of the Company.

On 24^th May 2019, the Court of District and Session Judge, Aurangabad has passed an Order and permitted the office of the Sub Divisional Officer and Competent Authority (MPID Act), Aurangabad to continue the supervision of the Hotel premises and manage the day-to-day financial operations of the Company. Further, it has directed the Competent Authority to deposit the amount lying in its bank account in the Court and to deposit the income of the VITS Hotel in the Court every fortnight along with the account statements.

8. Statement in respect of adequacy of internal financial controls with reference to the Financial Statements:

Internal Financial controls are adequate and operating effectively commensurate with the size, nature of operations of the Company.

The separate report of the Auditors about the existence of internal financial controls system and its operations is attached to the Auditor's Report as an Annexure A to the Auditor's Report.

Explanation of Auditor's comment on Internal Financial Controls:

The management has noted the discrepancies pointed out by the Auditor and is taking steps to strengthen the controls in those areas.

9. Details of Subsidiary / Associate Companies / Joint Ventures:

Nil. The Company has no Subsidiary / Associate / Joint Venture.

10. Performance and financial position of each of the subsidiaries included in the consolidated financial statement:

Not Applicable.

11. Particulars of loans / advances / guarantees / investments outstanding during the financial year:

The particulars of loans / advances / guarantees / investments covered under Section 185 and 186 of the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given in the notes to the financial statements provided in the Annual Report.

12. Deposits:

The Company has not accepted deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the rules framed there under.

13. Loan form Directors:

The Company has from time to time accepted unsecured loans from its Managing Director, Mr. Ramesh R. Havele bearing no interest and the Company repaid the same during the year so there is no outstanding balance of such loans as on 31^st March 2019.

14. Auditors:

Statutory Auditors

M/s. Shashank Patki and Associates, Chartered Accountants, Pune were appointed as Statutory Auditors of the Company in the 30^th Annual General Meeting held on 30^th September 2016 to hold office till the conclusion of 35^thAnnual General Meeting. The ratification of their appointment, pursuant to Section 139 of the Companies Act, 2013, is not required, in terms of Notification No. S. O. 1833 (E) dated May 7, 2018, issued by the Ministry of Corporate Affairs.

Secretarial Auditor

Mr. R. V. Pore, Practicing Company Secretary was appointed to conduct the secretarial audit of the Company for the financial year 2018 – 2019, as required under Section 204 of the Companies Act, 2013 and rules made there under. The Secretarial Audit Report for the financial year 2018 – 2019 in Form MR-3 is attached as Annexure 1 to the Directors' Report.

15. Explanations or comments on qualification, reservation or adverse remark or disclaimer in Auditor's Report:

The Audit Report contains certain observations and we offer our comments in this regard as under:

a. Auditors Comment – As mentioned in note no. l of Note – 23 B, the accounts have been compiled on the basis of the records and documents available with the Company due to seizure of records and documents by Police authorities, now partially released. The impact on accounts (financial as well as disclosure) due to such non-availability of the records is not ascertainable.

The management believes that there will be no significant impact on accounts (financial as well as disclosure) of the Company.

b. Auditors Comment – As mentioned in foot note no. 7 of Note no. 4 and note no. l of Note – 23 B, the Company has been carrying out the accounting of the transactions on the basis of the information and documents available at the time of compilation of accounts. During the year, the Company could get some of the records and based on the same, reconciliation of a few bank accounts (which hitherto was not possible) was done and the accounting was carried out on the basis of such bank reconciliation statements which has resulted into an amount of Rs. 208,36,128.00 being reflected as advanced to Mr. Ramesh Havele, one of the directors of the company. This is in contravention of Section 185 of the Companies Act, 2013. The financial liabilities on account of penalties, if any have not been quantified and recognized in the accounts.

The Company may be liable for a fine which shall not be less than Rs. 5,00,000 but which may extend to Rs. 25,00,000/- for violation of Section 185 of the Companies Act, 2013.

c. Auditors Comment – As mentioned in foot note no. 1 of Note no. 1 and foot note no. 2 of Note no. 8, pending conveyance of land at Nande, pending payment of stamp duty applicable to scheme of arrangement & amalgamation sanctioned by Hon'ble Bombay High Court vide their judgement dated 16^th July 2009 and pending legal formalities of allotment of shares (the subject matter of the aforesaid scheme), accounting has been done of Fixed Assets (Land) of Rs. 1,59,65,999.74, Issued, Subscribed and Paid up Share Capital of Rs. 17,96,254.00, Share Premium of Rs. 1,06,69,748.76 and Current Liabilities (Amount payable to Dr. Laxman V. Kulkarni) of Rs. 34,99,996.98. Pending completion of all legal formalities, the respective amounts on the aforesaid accounts are overstated to that extent.

The Company has acquired land at Nande from Dr. Laxman V. Kulkarni pursuant to the Scheme of Amalgamation approved by the High Court. As per the Scheme, the Company was required to allot 17,96,254 Equity Shares and pay Rs. 34,99,996.98, additionally, as a consideration for the said land to Dr. Kulkarni, by executing separate Conveyance Deed. However, the management was advised that the allotment is required to be made before the execution of the Conveyance Deed. Accordingly, in good faith the Board allotted the necessary shares to Dr. Kulkarni and prepared the deed for registration. However, Dr. Kulkarni, expressed his desire for upward revision of the total consideration, as the prices of the land have gone up considerably since 01.04.2008 i.e. the appointed date and the market price of the equity shares of the Company have not appreciated in line with the same. Due to this, the conveyance deed with Dr. Laxman V. Kulkarni is not yet done. The management is exploring ways and means to sort out the issue and hopes that the same will be resolved amicably. However, until the financial difficulties are resolved, a solution to this issue appears remote. After settlement of the issue and completion of all legal formalities, the aforesaid amounts accounted for under Fixed Assets, Share Capital, Share Premium will stand confirmed.

d. Auditors Comment – As mentioned in foot note no. 3 of Note no. 1, in the absence of the records, the nature of Capital Work in Progress (pending since long) could not be ascertained. As such the probable accounting thereof, capital or revenue, is pending. Further, the impairment of Assets (including Capital Work in Progress), if any, as per the requirements of Ind AS 36 has not been ascertained, and as such, the consequent financial impact on accounts is not ascertainable.

The management believes that there will be no significant impact on accounts (financial as well as disclosure) of the Company. Till the underlying asset is put to use the amount will stay under Capital work in progress.

e. Auditors Comments – Details and supporting documents of the amount of Rs. 3,91,00,000/- paid as Advance to Dr. Laxman V. Kulkarni (Foot note 2 of Note no. 4) are not available with the Company. As such, we are unable to express our opinion on the genuineness of the payment, recoverability thereof and correctness of the accounting treatment. Financial impact on accounts is not ascertainable.

The Company has acquired land at Nande from Dr. Laxman V. Kulkarni pursuant to the Scheme of Amalgamation approved by the High Court. As per the Scheme, the Company was required to allot 17,96,254 Equity Shares and pay Rs. 34,99,996.98, additionally, as a consideration for the said land to Dr. Kulkarni, by executing separate Conveyance Deed. However, Dr. Kulkarni, expressed his desire for upward revision of the total consideration, as the prices of the land have gone up considerably since 01.04.2008 i.e. the appointed date and the market price of the equity shares of the Company have not appreciated in line with the same. The Company has paid Rs. 3,91,00,000/- to Dr. Kulkarni as Advance against the said land. However, due to financial difficulties, the Company is not able to pay the balance amount as desired by Dr. Kulkarni. Due to this, the conveyance deed with Dr. Laxman V. Kulkarni is not yet done. The management is exploring ways and means to sort out the issue and hopes that the same will be resolved amicably. However, until the financial difficulties are resolved, a solution to this issue appears remote. After settlement of the issue, the amount of Rs. 3,91,00,000/- will be added to the Fixed Assets under Land.

f. Auditors Comments – As mentioned in foot note no. 5 of Note no. 7, Balances with Banks in current account include as amount of Rs. 1,79,75,000/- lakhs kept in bank account in the individual name of director. As informed to us, this amount has been kept in No Lien Account as part of the negotiation with a lender bank for One Time Settlement. Further, this account is subject to confirmation, reconciliation and consequential adjustments, if any. Financial impact on accounts is not ascertainable.

The Company has received a proposal from Bank of Maharashtra to avail the "MAHA MUKTI YOJANA" Scheme introduced by it for One Time Settlement (OTS) of outstanding dues of the Company. A No Lean Account was opened in the name of Director of the Company and the amount of Rs. 1,79,75,000/- was deposited in the said account as a part of the negotiation with a lender bank. After finalization of OTS proposal, this amount of Rs. 1,79,75,000/- will be adjusted by the Bank against its dues. As a result, the amount will be reduced from Current assets and Current liabilities.

g. Auditors Comment – As mentioned in foot note no. f of Note no. 23 B, the outstanding balances of sundry creditors, sundry debtors, and advances (taken or given), bank current accounts (as specified in foot note 8 and 9 of Note 7), bank deposit accounts, all loan / overdraft accounts are subject to confirmation, reconciliation and consequential adjustments if any. Financial impact on accounts is not ascertainable.

The management believes that there will be no significant impact on accounts (financial as well as disclosure) of the Company.

h. Auditors Comment – As mentioned in various notes, no provision has been made for interest on Sales Tax Deferment and interest / penalties for non-payment / late payment of statutory dues and for non-compliance of legal formalities, interest payable to MSME creditors etc., if any. The amount is not ascertainable. Financial impact on accounts is not ascertainable.

Phoenix ARC Pvt. Ltd. / Saraswat Co-Op. Bank Ltd. are not providing the statement of dues / interest / penal interest / other charges, if any. Hence, the Company has provided in its books as per the contractual rate of interest. As far as Sales Tax demand is concerned, the Company has provided as per the Assessment Order. The penal interest / penalties are not provided for due to financial difficulties. Management is unable to estimate the impact of audit qualification.

i. Auditors Comment – As mentioned in Note no. 16 and 20, in the absence of details, the interest on borrowings and on bank deposits has been accounted for at contractual rates. Financial impact on accounts is not ascertainable.

Phoenix ARC Pvt. Ltd. / Saraswat Co.-Op. Bank Ltd. are not providing the statement of dues / interest / penal interest / other charges, if any. Hence, the Company has provided in its books as per the contractual rate of interest. The penal interest / penalties are not provided for due to financial difficulties. Management is unable to estimate the impact of audit qualification.

j. Auditors Comment – The company's gross investments in equity shares of three subsidiary companies of Rs. 883.13 lakhs were sold during the previous year (2017-18) for an amount of Rs. 0.48 lakh only. The value of these investments was diminished progressively by charging to profit and loss accounts for the years from 2014-15 to 2017-18 (Note no. 22). We have not examined the propriety of this sale, which is based on the management's assessment on the recoverability of these financial assets and of the consequent loss.

These three subsidiary companies are non-operational. Their net-worth is completely eroded. They did not contribute anything to the Company but added the work of consolidation. The Company is not in a position to infuse funds in these companies for their revival. The management has chopped of some dead wood from its Balance Sheet.

k. Auditors Comment – In the absence of the records, seized by Police authorities, the correctness of the amounts written off / back could not be ascertained.

The management is unable to estimate the impact of audit qualification. However, it believes that there will be no significant impact on accounts (financial as well as disclosure) of the Company.

l. Auditors Comment – The register required to be maintained under section 189 of the Companies Act, 2013 (‘the Act') was not produced for our verification. As such the disclosure, if any in respect of granting of any loans to parties covered under section 189 could not be ascertained.

Certain documents / papers / data / records / Minutes / Statutory Registers are under the custody of Deputy Collector of Pune. Hence, the management was unable to produce it for verification. The management has decided to restore the fresh register under section 189 of the Companies Act, 2013.

m. Auditors Comment – Professional fees includes an amount of Rs. 18,84,634.60, being bill of a concern, in which a director is interested, towards professional fees. This bill pertains to earlier year, when he was not a director of the Company.

The records and documents of the Company had been seized by investigation officer under MPID Act. Therefore, the concerned bill could not be located and accounted. The same is now accounted after getting a copy from the concerned Party. The management believes that there will be no significant impact on accounts (financial as well as disclosure) of the Company.

n. Auditors Comment – Note No. 23(B)(l) – Compilation of Accounts

The management is taking every effort to protect the interest of all stakeholders of the Company and to remedy the situation as early as possible. Further, the working of the hotel has not suffered. The management believes that there will be no significant impact on accounts (financial as well as disclosure) of the Company.

o. Auditors Comment – Statutory dues

The delay was also occurred in payment of certain statutory dues due to financial difficulties.

Rest of the Auditor's observations are either self-explanatory or are dealt with in the above comments

16. Explanations or comments on qualification, reservation or adverse remark or disclaimer in Secretarial Audit Report:

An amount of Rs. 2,08,36,128/- is advanced to the Managing Director in contravention of the provisions of Section 185 of the Companies Act, 2013:

The Company may be liable for a fine which shall not be less than Rs. 5,00,000 but which may extend to Rs. 25,00,000/- for violation of Section 185 of the Companies Act, 2013.

Non – filing of Form PAS – 3 (earlier Form-2) for allotment of Equity shares made on 30^th April 2010:

In respect of allotment of Equity shares against consideration other than cash, the Company has to file stamped document with the Registrar of Companies along with Form PAS – 3 (earlier Form 2) i.e. Return of Allotment. Due to the pendency of payment of stamp duty on High Court Order dated 16^th July 2009, the Company is not able to file the said form with the Registrar of Companies in respect of Equity Shares allotted to Dr. Laxman V. Kulkarni.

Discrepancies in the issued share capital and listed share capital:

Due to technical issues and financial difficulties, some formalities in respect of issue of shares made under the Scheme of Arrangement and Amalgamation are not yet completed; hence those shares and the shares further issued by the Company through private placement are yet to be listed. The Company would like to resolve the issue. However, until the financial difficulties are resolved, a solution to this issue appears remote.

Non – submission of disclosures of related party transactions to the stock exchanges under Regulation 23(9) of SEBI (LODR) Regulations, 2015:

The delay was made due to oversight.

Delay in filing outcome of the Board Meeting held on 23^rd March 2019:

The delay was made due to ill health of the Compliance Officer.

Hundred percent of shareholding of promoters and promoters group is not in dematerialized form:

As explained earlier, due to technical issues, some formalities in respect of 29,00,879 Equity shares issued under the Scheme of Arrangement and Amalgamation to promoter are not yet completed; hence those shares and 54,17,000 Equity shares further issued by the Company through private placement to promoter are yet to be listed. As the allottee cannot dematerialize the securities issued to him before listing of the same on the relevant stock exchange, the 83,17,879 Equity shares held by the promoter(s) / promoter group are in physical form. The Company would like to resolve the issue. However, until the financial difficulties are resolved, a solution to this issue appears remote.

Non – disclosure in Proxy Form as required under Regulation 44(4) of SEBI (LODR) Regulations, 2015:

The default was made due to oversight.

Non – publishing notices etc. in the newspapers as required under Listing Regulations:

The Company has submitted notices, quarterly unaudited financial results and audited financial statements etc. required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to the Bombay Stock Exchange Ltd. within the prescribed time and the same were also made available on the website of the Company. However, due to financial difficulties, the Company did not publish notices, results and statements etc. in the newspapers.

Delay in filing ATR report on SEBI Complaints Redress System (SCORES) platform:

The delay was made due to oversight.

The Company / management has not produced the proof of Notice sent / delivered to the members and others for the Annual General Meeting held on 29^th September 2018:

On 5^th November 2018, the Deputy Collector of Pune has attached / taken under his custody / sealed the properties of Mr. Ramesh Havele, Director (DIN 00007580), parent company and other group companies and certain documents / papers / data / records / Minutes / Statutory Registers etc. of the Company, parent company and other group companies under MPID Act. The proof of Notice sent / delivered to the members and others for the Annual General Meeting held on 29^th September 2018 are now under the custody of Deputy Collector of Pune, hence not produced.

Complaints against Chairman, Directors and the Company:

The complaints and cases are still pending in the respective court/s. The Chairman and the Directors are not yet convicted.

Rest of the Secretarial Auditor's observations are self-explanatory or dealt with / replied earlier in this Report.

17. Share Capital:

There were no changes in the share capital during the year under review.

18. Extract of the Annual Return:

The extract of annual report as on the financial year ended on 31st March 2019 in Form No. MGT-9 has been placed on the website of the Company i.e. www.dhanadacorp.com. The web link there to is http://www.dhanadacorp.com/ extract-of-annual-return.html.

19. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The Company through constant monitoring, selection of energy saving equipments and education of staff and guests endeavors to conserve and optimize the use of energy.

The Company does not undertake any research and development activity neither does it use any imported technology.

Foreign Exchange Earnings	: Nil
Foreign Exchange Outgo	: Nil

20. Corporate Social Responsibility (CSR):

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

21. Directors:

Change in Directors and Key Managerial Personnel (KMP)

No changes were made during the year under review.

Appointments

Mrs. Veena R. Havele (DIN 00007593) retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Your Directors recommend her re-appointment.

Mr. Shreeniwas G. Kale (DIN 00150957) was appointed as a Non – Executive Independent Director of the Company for a term of 5 (Five) consecutive years with effect from 30^th September 2014. Accordingly, the term of appointment of Mr. Kale would be expired on 29^th September 2019. As per the provisions of Section 149 read with Section 152 and other applicable provisions of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015, the Company can re-appoint him for a further term of 5 (Five) consecutive years by passing a special resolution. Hence, the Board recommends for the re-appointment of Mr. Shreeniwas G. Kale as a Non – Executive Independent Director for further term of 5 (Five) consecutive years with effect from 30^th September 2019.

Statement on declaration given by Independent Directors

The Company has received necessary declaration from Independent Directors under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that they meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Relationship between directors inter-se

Mr. Ramesh R. Havele (DIN 00007580) and Mrs. Veena R. Havele (DIN 00007593) are related to each other as husband and wife.

Formal Annual Evaluation

The evaluation of the Board and its committees, evaluation of performance of individual directors and independent directors in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Schedule IV and other applicable provisions of the Companies Act, 2013 was conducted based on the criteria such as the Board composition and structures, effectiveness of board processes, information and functioning, contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The performance of independent directors was evaluated by the entire Board of Directors.

Details of familiarisation programmes of Independent Directors

The Company has a policy to keep the Independent Directors informed and updated about the business and the operations of the Company, on a continuous / as needed basis. In order to familiarise the Independent Directors with the Company and to inform them about their roles, rights and responsibilities, the Company conducts the orientation programs for them.

The Company conducts an induction program for every new Independent Director joining the Company's Board covering the organization structure, Company's business and its group companies.

The Company issues detailed letter of appointment to the Independent Directors detailing their roles and duties to be performed as an Independent Director on the Board of the Company.

The details of familiarisation programmes are available on the website of the Company. The web link thereto is http://www.dhanadacorp.com/pdf/Details%20of%20Familiarisation%20programme%20for%20IDs.pdf

22. Number of meetings of Board of Directors:

During the financial year 2018 – 2019, 5 (Five) meetings of the Board of Directors were held.

23. Audit Committee:

The Audit Committee consists of three members i.e. Mr. Dilip A. Prabhune (DIN 01779383), Chairman of the Committee and Mr. Shreeniwas G. Kale (DIN 00150957) and Mrs. Veena R. Havele (DIN 00007593).

All recommendations made by the Committee during the year were accepted by the Board.

24. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee consists of three members i.e. Mr. Shreeniwas G. Kale (DIN 00150957), Chairman of the Committee and Mrs. Veena R. Havele (DIN 00007593) and Mr. Dilip A. Prabhune (DIN 01779383).

The Committee reviews and ensures redressal of investor grievances. During the year 2018 – 19, one complaint was received from the shareholder. The Company has resolved the same to the satisfaction of shareholder. There are no investor complaints pending as on 31^st March 2019.

25. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee consists of three members i.e. Mr. Shreeniwas G. Kale (DIN 00150957), Chairman of the Committee and Mrs. Veena R. Havele (DIN 00007593) and Mr. Dilip A. Prabhune (DIN 01779383).

The Committee has formulated policy on nomination and remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and other employees including criteria for determining qualifications, positive attributes and independence of director, performance evaluation and other matters in compliance with Section 178 of the Companies Act, 2013 read with rules made there under and SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015.

The said policy is also available on the website of the Company. A web link thereto is http://www.dhanadacorp.com/ pdf/Nomination%20and%20Remuneration%20Policy.pdf.

The Committee operates as per the policy adopted by the Board. All recommendations made by the Committee were accepted by the Board.

26. Details of establishment of vigil mechanism for directors and employees:

The Company has established Whistle Blower / Vigil Mechanism Policy for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct and Ethics. The said policy is also available on the website of the Company. A web link thereto is http:// www.dhanadacorp.com/pdf/Vigil%20Mechanism%20Policy.pdf

27. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company with related parties are disclosed in Form No. AOC-2 attached and forms part of the Directors' Report as Annexure 2.

The Company has formulated policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions in compliance with SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015.

The said policy is available on the website of the Company. A web link thereto is http://www.dhanadacorp.com/pdf/ Related-Party-Transactions-Policy-Amended.pdf

28. Managerial Remuneration:

No director draws any remuneration from the Company.

Remuneration of Key Managerial Personnel (KMP)

Name of KMP	Designation	Remuneration in 2018 – 19	Remuneration in 2017 – 18	% Increase of remuneration
		(Rs.)	(Rs.)
Mr. Ramesh Pradhan	Chief Financial Officer	5,77,604/-	5,71,350/-	1.09
Mrs. Smita Mishra	Company Secretary	2,14,004/-	1,97,750/-	8.22

Median Remuneration of Employees (MRE) was Rs. Rs. 12,723/- and Rs. 11,910/- in the financial year 2018 – 19 and 2017 – 18 respectively. The increase in MRE in the financial year 2018 - 19, as compared to financial year 2017 – 18 is 6.83%.

The number of permanent employees on the rolls of the Company as on 31.03.2019 and 31.03.2018 are 28 and 25 respectively.

The revenue of the Company has gone up by 3.30%. The Company has suffered losses. The remuneration of the employees has increased by 8.08%.

The closing price of the Company's equity shares on BSE as of 31.03.2019 was Rs. 2.36/- representing a 76.40% decrease over IPO price.

It is affirmed that the remuneration of employees and KMPs is as per the remuneration policy of the Company.

No employee of the Company is receiving remuneration exceeding the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

29. Risk Management Policy:

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has laid down procedures to inform Board members about the risk assessment and minimization procedures. The Board of Directors has also framed Risk Management Policy / Plan. The said policy is available on the website of the Company. A web link thereto is http://www.dhanadacorp.com/pdf/Risk%20Management%20Policy.pdf

30. Corporate Governance and Management Discussion and Analysis Report:

The Company is committed to achieve business excellence and stakeholders' welfare through good corporate governance and adhere to the corporate governance requirements set out by SEBI. As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report and Report on Corporate Governance along with Certificate of Compliance from Auditors are annexed and form part of the Directors' Report.

31. Directors' Responsibility Statement:

The Directors of the Company hereby state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

32. Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaint was received or filed under the Act during the year.

33. Maintenance of Cost Records:

The Company is not required to maintain cost records pursuant to Section 148(1) of the Companies Act, 2013 read with rules made thereunder. Hence, no such accounts and records maintained.

34. General Information:

On 31^st December 2018, the Bank of Maharashtra, Tilak Road Branch, Pune has lodged First Information Report (FIR) / compliant to CBI, EOW, Mumbai under Section 120-B of Indian Penal Code (IPC) read with Section 420 of IPC and substantial offences thereof against the Company, its directors and others for criminal conspiracy and cheating in the matter of Term Loan availed by the Company. The investigation is under process.

35. Acknowledgements:

The Directors express their sincere thanks to Dhanada Holdings Private Limited, the parent company, the Bankers, employees and stakeholders for their continued support and the faith and belief shown by them.

	For and on behalf of the Board of Directors
	DHANADA CORPORATION LIMITED
	Ramesh R. Havele	Veena R. Havele
	Chairman,	Director
Place : Pune	Managing Director & CEO
Date : 13^th August 2019	(DIN 00007580)	(DIN 00007593)