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Transcript of felts. Reports/AFR... · PDF file BOARD OF DIRECTORS Shri Bharatbhai U. Patel(Chairman...

  • BOARD OF DIRECTORS

    Shri Bharatbhai U. Patel (Chairman & Managing Director) Shri Nimishbhai U. Patel (Managing Director) Shri Tanujbhai M. Patel Shri Rakesh Agrawal Shri Sanjiv Shah Mrs. Taruna P. Patel Shri J. B. Sojitra Executive Director (Corporate Affairs)

    COMPANY SECRETARY

    Shri J. B. Sojitra

    CHIEF FINANCIAL OFFICER

    Shri Apurva Shah

    BANKERS

    Bank of Baroda Indian Overseas Bank The South Indian Bank Ltd..

    AUDITORS

    M/s. Dhirubhai Shah & Co. LLP Chartered Accountants Ahmedabad

    REGISTERED OFFICE

    P.O. Box No.2501, Padra Road, Vadodara-390 020 Telephone : (0265) 2330060-65 Fax : (0265) 2336195 Email : [email protected], [email protected] Website : www.dineshmills.com CIN : L17110GJ1935PLC000494

    Shri Dinesh Mills Limited, Vadodara.

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    INDEX ..................................................................... Page No. Notice ...................................................... 02 Boards' Report ...................................................... 10 Secretarial Audit Report ...................................................... 17 Extract of Annual Return ...................................................... 20 Report on Corporate Governance ................................................... 28 Auditors Report ...................................................... 42 Balance Sheet ...................................................... 50 Statement of Profit & Loss Account ........................................... 51 Cash Flow Statement ...................................................... 52 Notes to Financial Statement ...................................................... 54 Auditors Reports on Consolidated A/c ......................................... 85 Consolidated Financial Statements & Notes thereon ...................................................... 90 Financial Details of Subsidiary Company ..................................127 Important Notices to Shareholders ...............................................128 Attendance Slip ....................................................129 Road Map to AGM Venue ....................................................130 Proxy Form ....................................................131

    mailto:Email:[email protected] mailto:[email protected] http://www.dineshmills.com

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    SHRI DINESH MILLS LTD.

    NOTICE NOTICE is hereby given that,the 84th Annual General Meeting (AGM) of the Members of Shri Dinesh Mills Ltd. will be held at the Registered Office of the Company at Padra Road, Vadodara on Thursday, 26th September, 2019 at 11.00 A.M. to transact the following business:

    ORDINARY BUSINESS:

    1. To consider and adopt the Audited Standalone Financial Statement of the Company, the Reports of the Board of Directors and Auditors’ thereon including consolidated financial statement together with Auditors’ Report thereon for the financial year ended 31st March, 2019. (Ordinary Resolution)

    “RESOLVED THAT the Audited Standalone Financial Statement of the Company, the Boards’ Report and the Auditors’ Report thereon including consolidated financial statements together with Auditors’ Report thereon for the financial year ended 31st March, 2019 be and are hereby received, approved and adopted.”

    2. To declare dividend on equity shares. (Ordinary Resolution)

    “RESOLVED THAT the Dividend at the rate of Rs. 1.80 per Equity Share on 52,00,582 Equity Shares of Rs.10/- each as recommended by the Board of Directors be and is hereby approved.”

    3. To appoint a Director in place of Shri J. B. Sojitra (DIN–00036120),who retires by rotation and being eligible, offers himself for re-appointment. (Ordinary Resolution)

    “RESOLVED THAT Shri J. B. Sojitra (DIN – 00036120), a Director of the Company who retires by rotation at this Meeting being eligible for re–appointment, be and is hereby re–appointed as Director of the Company whose period of Office shall be liable to determination by retirement of Director by rotation.”

    4. To consider revision in the terms of appointment of Statutory Auditors, M/s. Dhirubhai Shah & Co. LLP, Chartered Accountants, Ahmedabad. (Ordinary Resolution)

    “RESOLVED THAT pursuant to Section 139, 141, 142 and other applicable provisions, if any of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules, 2014 and in partial modification of earlier Resolutions passed by the members at 81st, 82nd and 83rd Annual General Meetings (AGM) held on 27th September, 2016, 27th September, 2017 and 28th September, 2018 respectively, the term of appointment of M/s. Dhirubhai Shah & Co. LLP, Chartered Accountants, Firm Registration No. 102511W, as Statutory Auditors of the Company, be and are hereby revised to hold the Office till the conclusion of 86th AGM, on such remuneration as may be decided by the Board of Directors upon recommendation of Audit Committee of the Company.”

    SPECIAL BUSINESS:

    5. RE-APPOINTMENT OF SHRI T. M. PATEL AS AN INDEPENDENT DIRECTOR

    To consider and if thought fit, to pass, the following Resolution as a “SPECIAL RESOLUTION”

    “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 178 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act) rules framed thereunder and Schedule IV to the Act and other applicable provisions of the SEBI (Listing Obligations & Disclosure Requirements) (Amendment) Regulations, 2018, approval of the members of the Company be and is hereby accorded to the re-appointment of Shri T. M. Patel (DIN–00016788) as an Independent Director of the Company, not liable to retire by rotation for his second term of five consecutive years from conclusion of this 84th Annual General Meeting till the conclusion of 89th Annual General Meeting of the Company.

    RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorized to do all acts, deeds and things, necessary and expedient to give effect to this Resolution.”

    6. RE-APPOINTMENT OF SHRI RAKESH AGRAWAL AS AN INDEPENDENT DIRECTOR

    To consider and if thought fit, to pass, the following Resolution as a “SPECIAL RESOLUTION”

    “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 178 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act) rules framed thereunder and Schedule IV to the Act and Regulation 17(1A) and other applicable provisions of the SEBI (Listing Obligations & Disclosure Requirements) (Amendment) Regulations, 2018 approval of the members of the Company be and is hereby accorded to the re-appointment of Shri Rakesh Agrawal (DIN–00057955) as an Independent Director of the Company, not liable to retire by rotation for his second

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    SHRI DINESH MILLS LTD.

    term of five consecutive years from conclusion of this 84th Annual General Meeting till the conclusion of 89th Annual General Meeting of the Company as well as to continue to hold the position of Independent Director beyond 75 years of age.

    RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorized to do all acts, deeds and things, necessary and expedient to give effect to this Resolution.”

    7. DISPOSAL OF IMMOVABLE PROPERTIES OF THE COMPANY SITUATED AT ITS ANKLESHWAR UNIT

    To consider and if thought fit, to pass, the following Resolution as a “SPECIAL RESOLUTION”

    “RESOLVED THAT pursuant to the provisions of Section 180(1) of the Companies Act, 2013, consent be and is hereby given to the Committee of Directors comprising of Shri B. U. Patel, Chairman & Managing Director, Shri N. U. Patel, Managing Director and Shri Rakesh Agrawal, Independent Director of the Company to dispose the whole or substantially whole of the immovable properties of the Ankleshwar unit of the Company in one or more tranche to prospective buyer(s) upon such terms & conditions as the Committee may deem fit in the best interest of the Company.

    RESOLVED FURTHER THAT the Committee be and is hereby also authorized to accept the payment towards sale consideration and further delegate the powers for execution of MoU, Agreement to Sale, Sale Deeds or such other documents, Deeds as may be required including publication of advertisements / Notices, appointment of Brokers, Valuer(s), execution of Affidavits, Declarations, signing & filing applications for mutation of the properties in the name of the prospective buyer(s) or filing the applications before any Government / Statutory / Local authority and also for the presentation of such documents before the concerned Sub Registrar of Assurances or any other Government Authorities / Notary Public on behalf of the Company.”

    Regd. Office : By Order of the Board P.O. Box No. 2501, For SHRI DINESH MILLS LTD., Padra Road, Vadodara - 390 020. J. B. SOJITRA Dated : 25th May, 2019 COMPANY SECRETARY

    NOTES:

    1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY.

    2. The information as per Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is annexed hereto in respect of item No.3. (Annexure : A)

    3. The Explanatory statement as required under section 102 of the Companies Act, 2013 is annexed hereto in respect of item No.5, 6 and 7. (Annexure: B)

    4. The Register of Members and Share Transfer Books will remain closed from Saturday, 7th September, 2019 to Saturday, 14th September, 2019. (Both days inclusive)