notice of annual general meeting - bse ltd. (bombay … notice of annual general meeting the 27th...

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Notice of Annual General Meeting

The 27th Annual General Meeting of DHANADA CORPORATION LIMITED will be held on Monday, 30th September 2013 at 4.00 p.m. at the office of Dhanada Education Private Limited, “Dhanada Tower”, Near Mhatre Bridge, Opp. Gharkul Lawns, Maharshi Karvenagar, Pune – 411052 to transact the following business: ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Profit and Loss Account for the year ended on 31st March 2013 and the Balance Sheet as on that date together with Report of Directors and Auditors of the Company thereon.

2. To appoint a Director in place of Shri. Gajanan Mahadeo Deshpande who retires by rotation and being eligible offers him self for re-appointment.

3. To appoint a Director in place of Mrs. Veena Ramesh Havele who retires by rotation and being eligible offers her self for re-appointment.

4. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT the Company’s Auditors, M/s. G. K. Chandavarkar and Co., Chartered Accountants, having Firm Registration No. 115924W of Pune, be and are hereby re-appointed as auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting of the Company at a remuneration as may be mutually decided by the Board of Directors in negotiation with the said M/s. G. K. Chandavarkar and Co. plus Service Tax as applicable and re-imbursement of actual out-of-pocket expenses incurred by them.”

By order of the Board of Directors DHANADA CORPORATION LIMITED

Place : Pune Ramesh R. Havele Date : 12th August 2013 Chairman and Managing Director

NOTES:

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote at meeting instead of himself and the proxy need not be a member of the Company. The instrument appointing proxy should, however, be deposited at the Registered Office of the Company not less than 48 hours before commencement of the meeting.

2. Members are requested to notify immediately any change in their address to the Company’s Registered Office.

3. Members kindly note that shares of the Company can be dematerialized at National Securities Depository Ltd. and Central Depository Services Ltd.

4. The Registers of the Members, Share Transfer Register and shareholders book of the Company will remain closed from 27th September 2013 to 30th September 2013, both days inclusive.

5. Members / Proxies should bring the attendance slip duly filled in for attending the meeting. They should invariably write their Folio No. / DP Identity No. and Client Identity No. in such slip.

6. In case of the members holding shares of the Company in electronic form and registered their email id with Depository Participant (DP), the Annual Accounts for the financial year 2012 – 2013 and Notice of Annual General Meeting to be held on 30th September 2013 of the Company will be sent to them at the respective email id in electronic mode.

In case of the members whose e-mail id is not registered with the Company, a copy of this notice along with the Annual Accounts for the financial year 2012 – 2013 will be sent to them at their registered address.

Members are requested to register their email id by sending an email to [email protected] mentioning therein the Name of the Member and / or Joint holder along with Ledger Folio Number.

Members whose e-mail ids are registered with the Company and who wish to receive physical copies of the Annual Report may send their request to the Company at its registered office address.

DHANADA CORPORATION LIMITEDRegd. Office: ‘Dhanada’, 16/6, Erandawana Housing Society,Plot No. 8, Patwardhan Baug, Pune 411004.

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Details of the Directors seeking appointment / reappointment at the forthcoming Annual General Meeting (in pursuance of Clause 49 of the Listing Agreement):

1. Shri. Gajanan Mahadeo Deshpande Date of Birth: 27th October 1954 Date of Appointment: 25th October 2005 Nature of experience: He is a Bachelor of Commerce (B. COM) and worked with Bajaj Auto Ltd. as a Software Professional for 23 years. After

leaving Bajaj Auto Ltd. in 2001, he is engaged in educating high net-worth individuals and corporate clients in the field of Portfolio Management. He is actively involved with social and cultural activities.

Directorship in other Companies: NIL Committee Position held: Chairmanship: Audit Committee of Dhanada Corporation Ltd. Membership: Shareholders Grievance Committee of Dhanada Corporation Ltd. Membership: Remuneration Committee of Dhanada Corporation Ltd.

Details of shares / other instruments held by the Non-executive Director: Shri. Gajanan Mahadeo Deshpande does not hold any shares in the Company. 2. Mrs. Veena Ramesh Havele Date of Birth: 28th August 1965 Date of Appointment: 25th October 2005 Nature of experience:

She is a Bachelor of Commerce (B. COM). She is a promoter director of Dhanada Holdings Private Ltd. She has trained individual entrepreneur clients in the field of preparation of Accounts, Balance Sheet and Stock Market investments. She has played a key role in the growth of Dhanada Holdings Private Ltd.

Directorship in other Companies: Dhanada Holdings Private Limited ‘Deep’, 16/6, Erandwana Housing Society, Plot No. 8, Patwardhan Baug, Pune – 411004.

Dhanada Engineering Private Limited “Dhanada”, 16/6, Erandwana Housing Society, Plot No. 8, Patwardhan Baug, Pune – 411004.

Dhanada Education Private Limited “Dhanada” 16/6, Erandwana Housing Society, Plot No. 8, Patwardhan Baug, Pune – 411004.

Dhanada Clean Energy (India) Private Limited Kiran 4, Sthairya Society, Karvenagar, Pune – 411052. Committee Position held: Membership: Audit Committee of Dhanada Corporation Ltd. Membership: Shareholders Grievance Committee of Dhanada Corporation Ltd. Membership: Remuneration Committee of Dhanada Corporation Ltd. Details of shares / other instruments held by the Non-executive Director: Mrs. Veena Ramesh Havele does not hold any shares in the Company.

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PROXY FORM

DP ID* Master Folio No.Client ID* No. of Share(s) held

I/We .............................................................................................................................................................

Address: ......................................................................................................................................................

appoint .......................................................................................................................................................

Address: ......................................................................................................................................................

as my / our proxy to attend and vote for me / us and on my / our behalf at the 27th Annual General Meeting of the Company to be held on 30th September 2013 at 4.00 p.m. at the office of Dhanada Education Private Limited, “Dhanada Tower”, Near Mhatre Bridge, Opp. Gharkul Lawns, Maharshi Karvenagar, Pune – 411052.

Signature of the ShareholderSigned this .......... day of ........... 2013

NOTE:The proxy form duly completed should be deposited with the Company at its Registered Office not less than 48 hours before commencement of the meeting.

Strike out whichever is not applicable.*Applicable for investors holding shares in electronics form.

CUT HERE

ATTENDANCE SLIP

DP ID* Master Folio No.Client ID* No. of Share(s) held

Name of the Shareholder: ...........................................................................................................................

Name of the Proxy: .....................................................................................................................................

I hereby record my presence at the 27th Annual General Meeting of the members of the Company held on 30th September 2013 at 4.00 p.m. at the office of Dhanada Education Private Limited, “Dhanada Tower”, Near Mhatre Bridge, Opp. Gharkul Lawns, Maharshi Karvenagar, Pune – 411052.

Signature of the Shareholder/Proxy

*Applicable for investors holding shares in electronics form

(To be signed and handed over at the Meeting Venue)

Affix One Rupee

RevenueStamp



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Dhanada Corporation Ltd.‘Dhanada’, 16/6, Erandwana Housing Society,Plot No. 8, Patwardhan Baug, Pune 411 004. IndiaTelefax : +91-20-25462408, 25460661

Email : [email protected] : www.dhanadacorp.com

Dhanada Corporation Ltd.

A n n u a l R e p o r t 2 0 1 3

2012-2013DHANADA CORPORATION LIMITED | ANNUAL REPORT 2013

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Our Mission

Create financial wealth for our shareholders.

Act with integrity, competence and dignity.

Practise and encourage others to practisein a professional and ethical manner.

Use reasonable care and exerciseindependent professional judgement.

2012-2013

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DHANADA CORPORATION LIMITED | ANNUAL REPORT 2013

Board of Directors Ramesh Havele, Chairman & Managing Director

Veena HaveleShreeniwas KaleGajanan Deshpande

Company Secretary Mrs. Sanjana Joshi

Auditors G. K. Chandavarkar & Co., Chartered Accountants

Bankers Saraswat Co-op. Bank. Ltd. HDFC Bank Ltd.IDBI Bank Ltd.Axis Bank Ltd.Bank of Maharashtra

Registered &Corporate Office

‘Dhanada’, 16/6, Erandwana Housing Society,Plot No. 8, Patwardhan Baug, Pune 411 004. IndiaTelefax : +91-20-25462408, 25460661

Email [email protected] www.dhanadacorp.com

Registrar & Transfer Agent Link Intime India Pvt. Ltd.

Pune Office:Block No. 202, 2nd Floor, Akshay Complex,Near Ganesh Temple, Off. Dhole Patil Road, Pune - 411001.Tel. : +91-20-26161629

Mumbai Office:C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup (West), Mumbai 400078.Tel. : +91-22-25963838

COMPANY PROFILE


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Chairman’s Letter 4

Selected Financial Data 5

Segment wise Analysis 6

Directors’ Report 9

Management Discussion and Analysis Report 11

Report on Corporate Governance 13

Auditor’s Report 20

Balance Sheet 24

Profit and Loss Statement 25

Cash Flow Statement 26

Notes on Accounts 27

Statement pursuant to section 212 of the Companies Act, 1956, 40

Annual Report of Dhanada Engineering Pvt. Ltd. 41

Annual Report of Dhanada Education Pvt. Ltd. 60

Consolidated Financial Statements 77

CONTENTS

2012-2013

6


CHAIRMAN’S LETTER

Dear Shareholder,

I have great pleasure in presenting the 27th Annual Report for the year ended on 31st March 2013.

During this year, the net-worth has increased by ` 8.36 Cr. and the Book Value per equity share has increased from

` 4.87 to ` 6.52, a gain of 34%, while the BSE Index has registered a gain of 8% during the year. Over the last 8 years

(that is since the present management took over) Book Value has grown from ` 0.44 to ` 6.52, a growth of 40% p. a. while

the BSE Index has registered a growth of 14% p.a. during this period.

During the Financial Year 2012-13, top line growth in Hospitality Business was 9% whereas in engineering business

it was -38%. Bottom line growth in Hospitality and Engineering is 683% and 4% respectively. Hospitality business has

started generating profit after tax, however, engineering business is not yet stabilized and I hope it will perform better

during next year.

As mentioned in my last year’s letter our future growth strategy will be both organic and inorganic in nature. In line with

this strategy, we have entered into business of Education and Renewable Energy, both have huge potential for future

growth.

However, due to paucity of funds, we had to abandon the acquisition of Canadian Company “Cleanfield Alternative

Energy”. We have been doing our best to organize low cost funds for our future growth; this will bring back our growth

Engine from next financial year.

I look forward to meet you during our Annual Meet scheduled on 30th September 2013 at the office of Dhanada Education

Pvt. Ltd., “Dhanada Tower” Near Mhatre Bridge, Opp. Gharkul Lawns, Karvenagar, Pune 411052.

With Regards,

Ramesh Havele

Chairman and Managing Director

Pune, 31st August 2013


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(` in Cr.)

Particulars 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 AAGR*

% Standard Deviation

Total Income from Operations 0.002 3.74 2.62 2.83 4.49 6.36 5.35 11.19 12.03 11.27 22 46

Profit Before Depreciation and Interest (0.03) 2.28 2.39 2.39 4.02 0.90 0.30 2.66 1.88 1.77 85 287

Financial Charges 1.08 0.59 0.07 0.11 0.26 1.84 2.04 2.14 2.18 2.20 92 218

Gross Profit / (Loss) (1.11) 1.69 2.32 2.29 3.76 (0.94) (1.74) 0.52 (0.30) (0.43) -23 98

Depreciation - 0.72 0.72 0.71 0.43 0.78 1.90 2.09 2.04 2.01 24 59

Profit / (Loss) Before Tax (1.11) 0.97 1.61 1.57 3.33 (1.72) (3.77) (1.57) (2.34) (2.44) 17 91

Profit / (Loss) Afrer Tax (1.11) 0.97 1.61 1.46 2.87 (1.73) (3.64) 0.87) (2.59) (1.75) -51 152

Minority Interest in Net Income/(Loss) - - - - - (0.31) (0.58) (0.17) (0.29) (0.62) - -

Net Profit / (Loss) Afrer Minority Interest 0.97 1.61 1.46 2.87 (1.42) (3.06) (0.70) (2.30) (1.13) 27 122

Cash Profit / (Loss) (1.11) 1.69 2.32 2.29 3.76 (0.94) (1.87) 0.52 (0.30) (0.43) -21 100

Basic Earning per Share (`) (1.33) 1.17 0.97 0.42 1.55 (1.14) (0.86) (0.14) (0.47) (0.20) 13 140

Book Value per Share (`) (0.73) 0.44 1.53 1.95 3.50 2.36 4.60 4.70 4.87 6.52 57 87

Market Value per Share (`) N.T. N.T. N.T. N.T. 8.08 5.95 8.59 8.65 14.30 13.05 15 38

Market Capitalisation as at 31st March N.A. N.A. N.A. N.A. 10.10 7.44 38.14 42.47 72.22 72.95 94 182

EQUITY AND LIABILITIES

Shares Capital:

- Equity Shares 8.31# 8.31# 1.25 1.25 1.25 1.25 4.44 4.91 5.05 5.59

- Convertible Preference Shares - - 10.00 10.00 10.00 10.00 - - - -

Reserves and Surplus (8.92) (7.95) 0.66 1.18 3.11 15.83 20.27 18.50 19.54 27.36

Minority Interest - - - - - 1.58 1.00 0.83 0.65 0.03

Non-Current Liabilities 13.74 1.00 - 5.00 11.07 13.74 14.87 13.52 15.78 7.64

Current Liabilities 3.26 14.13 10.92 11.21 16.88 3.42 6.73 9.92 8.96 12.12

Total 16.39 15.50 22.83 28.64 42.31 45.82 47.31 47.68 49.98 52.74

ASSETS

Non-Current Assets

Net Fixed Assets 15.60 14.89 14.18 13.58 16.94 39.25 42.29 41.86 40.11 38.74

Goodwill on Consolidation - - - - - - 1.32 0.71 2.93 4.31

Non-Current Investments 0.03 0.03 4.86 4.45 4.98 0.31 0.003 0.003 0.003 0.003

Deferred Tax Asset - - - - - 0.07 0.21 0.91 1.31 2.00

Other Non-Current Assets 0.09 0.09 0.08 5.19 11.19 0.32 0.35 0.68 0.96 5.28

Current Assets

Current Investments - - - - - - - - -

Other Current Assets 0.67 0.49 3.71 5.42 9.20 5.87 3.14 3.52 4.67 2.41

Total 16.39 15.50 22.83 28.64 42.31 45.82 47.31 47.68 49.98 52.74 FINANCIAL RESULTSAND STATISTICS Average

Standard Deviation

Profit before depreciation and interest as a percentage of Total Income

- 61 91 85 90 14 6 24 16 16 45 36

Profit after Tax as % of Total Income - - 61 52 64 (27) (68) (8) (22) (16) 5 45

Price / Book Value Ratio - N.A. N.A. N.A. 2 3 2 2 3 2 2 0

Corporate Performance vs BSE Index

1) Annual Percentage change in Book Value - - 247 28 80 (32) 95 2 4 34 57 84

2) Annual Percentage change in BSE Index

- - 75 17 21 (36) 82 11 (10) 8 21 38

3) Relative Performance (1) - (2) - - 172 11 59 4 13 (9) 14 26 36 56

*Average Annual Growth Rate N.T.: Not Traded (as trading was suspended since 2nd July 2002 to 7th May 2007) N.A. : Not Available/Applicable # Face value of equity shares of ` 10/- each. Face Value reduced to ` 1/- on 25th October 2005. From the year 2008-09 Conoslidated figures are given.

SUMMARY OF SELECTED FINANCIAL DATA

2012-2013

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(` in Cr.)

Sr. No. Particulars

2008-09 2009-10 2010-11 2011-12 2012-13

` % ` % ` % ` % ` %

1 Segment Revenue

a. Hospitality 1.61 25 4.10 77 6.70 60 8.19 68 8.96 80

b. Engineering 0.58 9 1.02 19 4.34 39 3.31 27 2.06 18

c. Education - - - - - - - - 0.04 0

d. Treasury Operations 4.17 66 0.24 4 0.15 1 0.53 4 0.21 2

Total 6.36 100 5.35 100 11.19 100 12.03 100 11.27 100

2 Earnings before Interest, Depreciation and Taxes (EBIDT)

a. Hospitality (2.60) (293) 0.47 154 2.14 80 2.81 129 3.42 155

b. Engineering (0.68) (77) (0.41) (132) 0.38 14 (0.23) (10) (0.83) (38)

c. Education - - - - - - - - (0.53) (24)

d. Treasury Operations 4.17 469 0.24 78 0.15 6 (0.40) (18) 0.15 7

Total 0.89 100 0.31 100 2.67 100 2.18 100 2.21 100

3 Profit After Tax (PAT) after Minority Interest

a. Hospitality (4.77) (333) (1.84) (60) (0.45) (64) 0.06 4 0.47 (48)

b. Engineering (0.83) (58) (1.46) (48) (0.40) (57) (1.30) (79) (1.25) 129

c. Education - - - - - - - - (0.34) 35

d. Treasury Operations 4.17 291 0.24 8 0.15 21 (0.40) (24) 0.15 (15)

Total Profit/(Loss) after Tax (1.43) 100 (3.05) 100 (0.70) 100 (1.64) 100 (0.97) 100

4. Equity Capital Employed

a. Hospitality 21.65 80 20.11 84 19.54 84 18.85 77 27.20 83

b. Engineering 2.52 9 2.52 11 3.22 14 5.17 21 5.17 16

c. Education - - - - - - - - 0.01 0

d. Treasury Operations 2.91 11 1.25 5 0.52 2 0.57 2 0.58 2

Total Equity Capital Employed 27.08 100 23.88 100 23.28 100 24.59 100 32.96 100

5. Returns on Equity Capital Employed (%)

a. Hospitality (22.05) (25) (9.13) (19) (2.31) (16) 0.31 (0) 1.73 (0)

b. Engineering (32.90) (37) (57.89) (121) (12.45) (88) (25.11) 26 (24.19) 1

c. Education - - - - - - - (70.30) (2,720.00) 100

d. Treasury Operations 143.25 162 19.22 40 28.85 205 (110.58) 74 25.80 (1)

Total Returns on Equity Capital Employed (5.29) 100 (12.79) (100) (3.02) 100 (6.67) 100 (2716.67) 100

CONSOLIDATED SEGMENT ANALYSIS


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Hospitality Engineering

EducationTreasury Operations

13%

0.6%0.4%

86%

0

20

40

60

80

100

120

140

160

180

200

Apr-

12

Apr-

13

Aug-

13

Apr-

11

Apr-

10

Apr-

09

Apr-

08

Jun-

07

0

3

6

9

12

15

2012

-13

2011

-12

2010

-11

2009

-10

2008

-09

2007

-08

2006

-07

2005

-06

2004

-05

2003

-04

Total Assets (` in Cr.)

Total Income (` in Cr.)

Market Capitalisation of Dhanada Corporation Ltd. (` in Cr.)Based on closing prices of its Equity Shares on Bombay Stock Exchange (BSE)

Break-up of Total Assets as at31st March 2013 (` 45.81 Cr.)

Break-up of Total Income for the year 2012-13(` 11.27 Cr.)

Daily Share Price of Dhanada Corporation Ltd. & BSE Index

Annual Growth in Total Assets (%)

Annual Growth in Total Income (%)

0

10

20

30

40

50

60

2012

-13

2011

-12

2010

-11

2009

-10

2008

-09

2007

-08

2006

-07

2005

-06

2004

-05

2003

-04

0

5

10

15

20

25

30

35

5000

10000

15000

20000

25000

BSE

Inde

x

Dha

nada

Sha

re P

rice

Apr-

12

Apr-

13

Aug-

13

Apr-

11

Apr-

10

Apr-

09

Apr-

08

Jun-

07

-40

-20

0

20

40

60

80

100

120

2012

-13

2011

-12

2010

-11

2009

-10

2008

-09

2007

-08

2006

-07

2005

-06

90

120

150

2012

-13

2011

-12

2010

-201

1

2009

-201

0

2008

-09

2007

-08

2006

-07

2005

-06

Break-up of Total Incomefor the Year 2012-13

( ` 11.19 Cr.)



79%

18%

2%

1%

2012-2013

10


-1

0

1

2

3

4

5

6

7

8

2012

-13

2011

-12

2010

-11

2009

-10

2008

-09

2007

-08

2006

-07

2005

-06

2004

-05

2003

-04

-50

0

50

100

150

200

250

2012

-13

2011

-12

2010

-11

2009

-10

2008

-09

2007

-08

2006

-07

2005

-06

Book Value (Rs.) BSE Index

Book Value (In `) Annual Growth in Book Value and BSE Index (%)



162%

-42%

-27%

8%

EBIDT EBIDT as % of Total Income

0

20

40

60

80

100

0

1

2

3

4

5

2012

-13

2011

-12

2010

-11

2009

-10

2008

-09

2007

-08

2006

-07

2005

-06

2004

-05

-300

0

300

600

900

1200

1500

2012

-13

2011

-12

2010

-11

2009

-10

2008

-09

2007

-08

2006

-07

2005

-06

EBIDT as % of Total Income Break-up of EBIDT for the year 2012-13(` 2.02 Cr.)

Annual Growth in EBIDT (%)

Shareholders Fund RONW %

0

5

10

15

20

25

30

3520

12-1

3

2011

-12

2010

-11

2009

-10

2008

-09

2007

-08

2006

-07

2005

-06

2004

-05 -150

-100

-50

0

50

100

150

200

250

300

350

400

PAT EPS

-3.5-3.0-2.5-2.0-1.5-1.0-0.50.00.51.01.52.02.53.0

2012

-13

2011

-12

2010

-11

2009

-10

2008

-09

2007

-08

2006

-07

2005

-06

2004

-05

2003

-04

-1.5

-1.0

-0.5

0.0

0.5

1.0

1.5

2.0

-250

-200

-150

-100

-50

0

50

100

150

200

250

300

2012

-13

2011

-12

2010

-11

2009

-10

2008

-09

2007

-08

2006

-07

2005

-06

PAT & EPS PAT as % of Shareholders’ Funds Annual Growth in EPS (%)


11

To,The Members, DHANADA CORPORATION LIMITED

The Board of Directors of your Company has pleasure in presenting the 27th Annual Report of the Company together with the Audited statements of accounts for the year ended on 31st March 2013.

Financial Results (` in Crores)

Particulars 2012-13 2011-12Gross Income 9.39 8.67

Profit after Tax / (Loss) for the year 0.47 (1.30)

Proposed Dividend Nil Nil

Provision for Tax on Dividend Nil Nil

Balance carried to Balance Sheet 0.47 (1.30)

Operations The Company continued its steady progress during the year under review. The Company improved its performance in terms of Sales and operating margins. The operations of the Hotel at Aurangabad have now stabilised and have become self-sufficient.

However, the occupancy rate and Average Room Revenue (ARR) remained stagnant due to general economic slowdown and slackness in tourism sector.

Current Year ProspectsThe 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 offer nothing cheerful. Barring unforeseen difficulties, the Hotel is expected to continue on its path of steady growth. However, due to stagnant ARR, margins are likely to remain under pressure.

During the first quarter of the current year, the F&B segment suffered a set-back due to general economic slow-down and severe drought in the region.

DividendIn order to conserve the resources, the Board of Directors does not recommend any dividend for the year ended on 31st March 2013.

Conservation of Energy and Technology AbsorptionThe 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 and OutgoForeign Exchange Earnings : NilForeign Exchange Outgo : Nil

AuditorsM/s. G. K. Chandavarkar & Co., Chartered Accountants, Pune will retire in the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

SubsidiariesDhanada Engineering Private Limited, a Company engaged in manufacture of press parts for automobile industry, is a subsidiary of your Company. Its turnover and operating margins registered significant decline during the year, due to reduction in off-take from a major client of the Company as a result of the slump in automobile sector.

Dhanada Education Private Limited, a Company engaged in the business of providing education and training, is a subsidiary of your Company. Dhanada Education is in early stage of establishment of the infrastructure and has yet to achieve a scale of operation sufficient to break-even.

Dhanada Clean Energy (India) Private Limited, a Company engaged in manufacture and selling of wind power driven turbines, has become a subsidiary of your Company with effect from 15th April 2013. Its performance will be reflected in the Financial Year 2013-14 results.

Pursuant to section 212 of the Companies Act, 1956, the audited financial statements of the subsidiaries together with Directors’ Report and Auditor’s Report thereon are annexed to this Report.

DIRECTORS’ REPORT

2012-2013

12


Consolidated Financial StatementsThe Consolidated financial statements prepared in accordance with the Accounting Standard 21 issued by the Institute of Chartered Accountants of India, form part of the Annual Report.

DirectorsShri. Gajanan Mahadeo Deshpande and Mrs. Veena Ramesh Havele retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors recommend their re-appointment.

Fixed Deposits The Company has not accepted deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and the rules framed there under.

Employees There was no employee receiving remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as on date.

Auditor’s CommentsThe Audit Report contains certain observations and we offer our comments in this regard as under:

Note 27(B) 1The 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. Laxman V. Kulkarni and prepared the deed for registration. However, Dr. Laxman V. Kulkarni, expressed his desire for upward revision of the total consideration, as the prices of the Land at Nande 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 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.

Statutory DuesDue to financial difficulties the Company could not pay the deferred sales tax. However, the Company will settle the dues shortly.

Rest of the Auditor’s observations are self explanatory.

Corporate Governance and Management DiscussionAs per clause 49 of the Listing Agreement, 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.

Directors’ Responsibility StatementThe Directors hereby confirm:

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

ii) that 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 profit or loss of the Company for that period;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv) that the Directors had prepared the accounts on a going concern basis.

Acknowledgment The Directors express their sincere thanks to Dhanada Holdings Private Limited, the parent company and Bankers for the continuous support and the stakeholders for the faith and belief shown by them. For and on behalf of the Board of Directors Dhanada Corporation Limited

Place: Pune Ramesh R. HaveleDate: 30th May 2013 Chairman and Managing Director


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1. Industry structure and developments

The fortune of the hospitality industry has always been linked to the prospects of the tourism industry and general economic growth. On both counts the year under review was a subdued year. The growth in foreign tourist arrivals in India reduced from that of the previous two years. Furthermore, with the increased supply of hotel rooms, the hospitality sector saw a general decline in the overall rates, occupancies and Revenue Per Available Room (RevPAR) during 2012. The overall RevPAR for the industry is still 10% lower than the peak RevPAR seen in 2008.

The World Travel and Tourism Council forecasts a modest 2% to 4% increase in international tourist volumes in 2013. The general economy has also not shown any signs of revival so far. As a result the trends for 2012-13 are expected to continue during 2013-14.

However, over the long term, the Indian hospitality sector is expected to witness high growth. The total demand is estimated in the region of 400,000 – 500,000 rooms. The Indian Government expects the tourist traffic to increase to 15 million by 2020. With international tourism increasing year-on-year and the continued strength of domestic tourism, Indian Hospitality industry would find ample opportunities for growth.

The overall investment climate in India is uncertain and hotel industry is moving very cautiously about further investments. Financing a hotel project in India remains to be a sore point for the Indian hotel industry. Hospitality and Tourism sector are treated as the remote offshoot of economic development. Hotels in India need an infrastructure status to able to draw the right financing.

The constraints being faced by the hotel industry in addition to the high cost and limited availability of land is the procurement of multiple clearances/approvals which are required from the Central and the State Government agencies for hotel projects.

The Company also works in engineering and education segments through its subsidiaries. The automobile sector of any country reflects the health of its economy. Automobile Industry has shown marginal growth in Financial Year 2012 – 13 compared to Financial Year 2011 – 12. Production and Domestic sales has registered growth of 1.20% and 2.61%.

Nevertheless, the overall future for automotive industry is very promising. Currently, India is the second largest two-wheeler market and the fourth largest commercial vehicle market in the world. Not only it is the eleventh largest passenger car market globally, but it is also expected to be the seventh largest by 2016. The industry has undergone numerous developments and investments that have substantially impacted the market dynamics.

In terms of education sector, India, today, is known as the knowledge capital. In the budget presented during the fiscal, the government has allocated 658.67 billion to education, an increase of 17% over the last year. The space left unattended by the government has been picked up by the private sector. Over the last few years, there has been a visible increase of the private companies in the sector. As per a report on the sector by a brokerage house IL&FS, private education revenues are estimated at USD 30 billion in 2012 and are expected to grow at 19% and reach USD 45 billion by 2015.

Other factors like existing government facilities, rising per capita income, increased realization of the financial and social benefits associated with high education system have also been instrumental for the high growth of the sector.

The Company has recently entered into renewal energy sector. This sector holds tremendous potential. However, the sector is very capital incentive and yet to gain the wide acceptance it deserves. But, with ever increasing cost of fuel, and continuous advances in technology, the economics of this sector is expected to undergo revolution in the years to come.

2. Opportunities and Threats

The country is appallingly short of hotel rooms. It requires some 150,000 additional rooms on an immediate basis.

Indian hotel industry suffers from four basic challenges. The first being delays, in both execution and completion. The second being the tightening margins with room rates not going up and payroll and energy costs increasing every day. Rupee devaluation is the third challenge. And lastly, high interest rates have slowed down the flow of capital. It is expected that these rates will come down, but it will be a while before it percolates down to the hotel industry.

With the service tax hike and other hikes in indirect taxes, custom and excise duties, not only would the construction and operation of these hotels become more difficult and expensive, the occupancy required to break even within a minimum period of three years in India would also be harder to achieve due to higher Average Room Rents (ARR). This would discourage investments from global and domestic industry players into the sector. It would adversely affect the growth prospects of the industry resulting in higher cost to the consumer.

Talent management is also a key challenge for the sector. Inadequate supply of quality talent and increased competition for talent within the sector and from competing service sectors has made attrition a significant issue for the industry.

Lack of training, man power, political turbulence, and high tax structure makes the industry worse off.

3. Finance

The Company continued to face paucity of funds during the year 2012 – 13.

4. Segment-wise or product-wise performance

The Company works in Hospitality segment. The subsidiaries work in Engineering and Education segment.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

2012-2013

14


During the year under review, Dhanada Corporation Ltd. managed to improve its performance in terms of sales and operating margins. Hospitality segment is showing steady improvement.

Dhanada Engineering Private Ltd., subsidiary of the Company, registered significant decline in turnover and operating margins during the year, due to reduction in off-take from a major clients of the Company.

Dhanada Education Private Ltd. subsidiary of the Company, is in early stage of establishment of the infrastructure and would require more time to contribute significantly to the growth of the group.

5. Outlook

Barring unforeseen difficulties, the hospitability sector looks forward to steady growth. The subsidiaries are striving to establish themselves and the trends in 2012-13 are expected to continue.

6. Risks and concerns

Apart from the general economic situation, seasonality, growing competition, the socio-political situation, governmental restrictions, power and water shortages and lack of infrastructure facilities, high interest rate and borrowing cost, fluctuation in foreign exchange rates are some of risks, which could affect the performance of the Company.

The stagnancy of ARR also remains an area of concern.

Input prices, increased competition from several local and international players, technological obsolescence, price sensitivity and demand volatility, inflationary trend, high interest rate, political uncertainty, sluggish market conditions are inherent business risks in Engineering Industry which could affect profitability, market share and performance of Dhanada Engineering Private Limited, subsidiary Company.

Personnel risk i.e. non-availability of skilled personnel, obsolescence risk, regulatory risk, competition, political situation, numerous data security challenges, social media sites, high dropouts in higher education are inherent business risks in Education Industry which could affect profitability, market share and performance of Dhanada Education Private Limited, subsidiary Company.

7. Internal control systems and their adequacy

The Company has established adequate internal control procedures commensurate with the nature of its business and size of its operations.

8. Discussion on financial performance with respect to operational performance

The operational performance of the Company remained on par with the previous year. The occupancy rate and the ARR remained stagnant.

The financial performance improved due to stabilization of hotel operations. The Company was able to register improvement in gross sales and operating profits.

Dhanada Engineering Private Ltd., subsidiary Company, registered significant decline in turnover and operating margins. This was due to reduction in off-take from major clients. Further interest and depreciation remained to be high. As such, the Company could not report profit.

Dhanada Education Private Ltd. is in early stage of establishment of the infrastructure and has yet to achieve a scale of operation sufficient to break-even.

9. Material developments in Human Resources / Industrial Relations front, including number of people employed

The Company under the guidance of Kamat Hotels (India) Limited has appointed the necessary staff required for the Hotel. The training and development of the personnel is looked after by Kamat Hotels (India) Limited. The Company has 100 employees as on 30th May 2013.

10. Cautionary Statement

Statements in this Management Discussion and Analysis Report describing the Company’s objectives, projections, estimates and expectations may be ‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results might differ substantially or materially from those expressed or implied. Important developments that could affect the Company’s operations include unavailability of finance at competitive rates, competition, significant changes in political and economic environment in India, regulatory provisions, tax laws, litigations, exchange rate fluctuations, interest and other costs.


15

1. Philosophy

The Company’s philosophy of corporate governance is to achieve business excellence and stakeholders’ welfare through good corporate governance. Corporate Governance is a set of principles, processes and systems to be followed by the directors, management and all employees of the Company for enhancement of shareholders value, keeping in view interest of other stake holders. Your Company strives to embody these principles and practices in its philosophy of corporate governance and endeavors to practice Good Corporate Governance. The Board of Directors fully supports and endorses corporate governance practices in accordance with the provisions of Clause 49 of the listing agreement, as amended.

2. Board of Directors

a. Composition of Board:

The Board consists of 4 Directors. Shri. Ramesh R. Havele is the Chairman and Managing Director of the Company. All Directors except Managing Director are Non-executive Directors. Shri. Shreeniwas Kale, Shri. Gajanan Deshpande are independent Directors.

Name of Director CategoryShri. Ramesh Havele Executive DirectorMrs. Veena Havele Non-executive DirectorShri. Shreeniwas Kale Independent DirectorShri. Gajanan Deshpande Independent Director

b. Changes during the year in the Composition of Board of Directors Shri. Ravindra Golwalkar, Director, who was liable to retire by rotation at the Annual General Meeting held on 14th September

2012, did not seek re-election and hence was not re-appointed a Director of the Company.

c. Meeting and Attendance of each Director at the Board and the last Annual General Meeting:

During the financial year 2012 – 2013, your Board met 5 (Five) times on following dates:

31st May 2012, 11th June 2012, 14th August 2012, 9th November 2012, 9th February 2013.

The details of the attendance of the Directors in their meeting and in the last Annual General Meeting are given below:

Sr. No. Name of Director Category

Attendance Other Directorship/Committee Chairmanship/Membership

Board Meeting AGM Other

Directorship**

Committee Chairmanship/ Membership

1. Ramesh Havele Executive 5 Yes 3 Nil2. Mrs. Veena Havele Non –Executive 5 Yes 3 23. Shreeniwas Kale Independent Director 5 Yes 3 24. Gajanan Deshpande Independent Director 5 No Nil 25. Ravindra Golwalkar*** Independent Director 3 No Nil 2

** Excluding directorships in Private Limited Companies, Membership of Remuneration Committee of various bodies. *** Part of the year.

Necessary information as mentioned in Annexure I A to Clause 49 of the Listing Agreement has been placed before the Board of Directors for their consideration.

d. Code of Conduct:

The Board of the Company has laid down a code of conduct for all Board members and senior management of the Company. Requisite annual affirmations of compliance with the respective Codes have been made by the Directors and Senior Management of the Company and the Managing Director has confirmed the same. The code of conduct is available on the website of the Company, www.dhanadacorp.com.

e. No director draws any remuneration from the Company except sitting fees to non-executive directors.

REPORT ON CORPORATE GOVERNANCE

2012-2013

16


3. Audit Committee

Audit Committee is constituted under the Chairmanship of Shri. Gajanan Deshpande. Shri. Shreeniwas Kale and Mrs. Veena Havele are the other members of the committee. All the members of the Committee are Non-executive Directors. Shri. Gajanan Deshpande is a B. Com and has considerable expertise in the fields of finance and accounts.

During the financial year 2012 – 13, four Audit Committee meetings were held on the following dates, including those before finalization of Accounts and adoption of the Quarterly financial results by the Board.

31st May 2012, 14th August 2012, 9th November 2012, 9th February 2013.

The attendance of the members is as follows:

Sr. No. Name of Directors Held during the year Attended1. Mrs. Veena Havele 4 4

2. Shri. Shreeniwas Kale 4 4

3. Shri. Gajanan Deshpande 4 4

The role and powers of the Audit Committee are as laid down under Clause 49 II D of the Listing Agreement and under Section 292A of the Companies Act, 1956.

CEO/CFO Certification

The Board has recognized the Chairman and Managing Director of the Company as the CEO for the limited purpose of Compliance under the Listing Agreement. The CEO has certified to the Board in terms of revised Clause 49 of the Listing Agreement, that the financial statements present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards.

4. Remuneration Committee

The Remuneration Committee is constituted under the Chairmanship of Shri. Shreeniwas Kale. Shri. Gajanan Deshpande and Mrs. Veena Havele are the other members of the committee. All the members of the Committee are Non-executive Directors.

No director draws any remuneration from the Company except sitting fees to non-executive directors.

Since there is no remuneration to the Non-executive Directors, no meeting of the Remuneration Committee was held during the financial year 2012 – 2013.

5. Shareholders / Investors Grievance Committee

The Shareholders / Investors Grievance Committee is constituted under the Chairmanship of Shri. Shreeniwas Kale. Shri. Gajanan Deshpande and Mrs. Veena Havele are the other members of the committee.

As per the requirements of SEBI, Mrs. Sanjana M. Joshi, Company Secretary is Compliance Officer.

No Investor complaints were received during the year 2012 - 13. There are no share transfers pending as on 31st March 2013.

6. Details of the Shares and other convertible Instruments held by Non-executive Directors

Following table gives the shares and convertible instruments held by the non-executive directors as on 31st March 2013.

Name of Director Category Number of shares held Equity shares of `1/- eachMrs. Veena Havele Non-Executive NIL

Shri. Gajanan Deshpande Independent NIL

Shri. Shreeniwas Kale Independent NIL

7. Subsidiary Company

Dhanada Engineering Private Limited, a Company engaged in manufacture of press parts for automobile industry, is a subsidiary of your Company.


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Shri. Shreeniwas Kale, Independent Director of the Company is on the Board of Dhanada Engineering Private Limited.

Dhanada Education Private Limited, a Company engaged in the business of providing education and training, is a subsidiary of your Company.

Shri. Shreeniwas Kale, Independent Director of the Company is on the Board of Dhanada Education Private Limited.

Dhanada Clean Energy (India) Private Limited, a Company engaged in manufacture and selling of wind power driven turbines, has become a subsidiary of your Company with effect from 15th April 2013.

Shri. Shreeniwas Kale, Independent Director of the Company is on the Board of Dhanada Clean Energy (India) Private Limited.

The Audit Committee of the Company also reviews the financial statements of the subsidiary companies. The minutes of the Board Meetings of subsidiary companies are placed at the Board meetings of the Company and reviewed.

8. General Body Meetings

The details of Annual General Meeting held during the last 3 years are as follows:

AGM/Year Venue Date Time

2009-2010 Banquet Hall, Solaris Club, 128/2, Mayur Colony,Off. Karve Road, Behind P. Jog School, Pune – 411029.

30th September 2010 11.30 a.m.


30th September 2011 11.30 a.m.


14th September 2012 4.00 p.m.

Details of Special resolutions passed in the previous three Annual General Meetings.

Date of Annual General Meeting Details of Special Resolution passed30th September 2010 NIL

30th September 2011

Following special resolutions were passed unanimously in the meeting:

1. Change of name of the Company from Vedant Hotels Ltd. to Dhanada Corporation Ltd.

2. Issue of 14,35,000 Equity Shares of the Company on preferential basis.

14th September 2012

Following special resolutions were passed unanimously in the meeting:


2. Issue of 1,07,50,000 Fully Convertible Equity Share Warrants of the Company on preferential basis.

Details of Special resolutions passed in Extra-ordinary General Meetings held in the last three years.

Date of Extra-ordinary General Meeting Details of Special Resolution passed

30th April 2012

Following special resolution was passed unanimously in the meeting:


Details of Special resolutions passed during 2012 – 2013 by postal ballot – NIL

9. Disclosures

(i) Audit Committee reviews periodically the significant related party transactions i.e. transactions of the Company, which are of material nature, with its subsidiaries. Details of such transactions are provided in Note 27B(14) of the Notes forming

2012-2013

18


part of the Financial Statements in accordance with provisions of Accounting Standard 18, issued by the Institute of the Chartered Accountants of India. There were no significant transactions by the Company with its Promoters, Directors and Relatives that would have potential conflict with the interest of the Company.

(ii) The Company’s financial statements are prepared in accordance with Generally Accepted Accounting Principles and comply with the Accounting Standards as prescribed by the Companies (Accounting Standards) Rules, 2006 which are in line with the Accounting Standards recommended by the Institute of the Chartered Accountants of India.

(iii) No penalty or restrictions were imposed on the Company by any of the Stock Exchanges, SEBI or any statutory body on any matter related to Capital Market during the last three years.

(iv) The Company has complied with all applicable mandatory requirements of the revised clause 49 of the Listing Agreement. It has not adopted any non-mandatory requirements. The Company has not formed any Whistle Blower policy yet.

(v) Shri. Ramesh R. Havele and Mrs. Veena R. Havele are related to each other as husband and wife.

(vi) The declaration by the Managing Director stating that all the Board Members and senior management personnel have affirmed their compliance with the said code of conduct for the year ended 31st March 2013 is annexed to the Corporate Governance Report.

10. Means of Communication

The Company has been sending the quarterly / half yearly reports to Bombay Stock Exchange, the principal Stock Exchange where the shares of the Company are listed, immediately after approval by the Board.

The Company puts forth vital information about it on its website www.dhanadacorp.com regularly for the benefit of its shareholders and public at large.

11. Management Discussion and Analysis Report

The Management Discussion and Analysis Report given separately forms part of this Annual Report.

12. Compliance Certificate of the Auditors

The Company has obtained a Certificate from the Statutory Auditors confirming compliance with conditions of the Code of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges and the same is annexed.

13. General Shareholders Information

(i) Date of meeting of the Board of 30th May 2013 Directors in which Accounts for the year 2012 – 2013 were approved

(ii) Date of Annual General Meeting 30th September 2013 Venue Office of Dhanada Education Private Limited, “Dhanada Tower”, Near Mhatre Bridge, Opp. Gharkul Lawns, Maharshi Karvenagar, Pune – 411052. Time 4.00 p.m.

(iii) Financial Calendar for 2013 – 14 (Tentative) Financial Year: 1st April 2013 to 31st March 2014

1st quarterly results Second week of August 2013

2nd quarterly results Second week of November 2013

3rd quarterly results Second week of February 2013

4th quarterly results Last week of May 2014

Annual results for the year ending 31st March 2014 Last week of May 2014


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(iv) Particulars of Dividend: No dividend is recommended for the Equity shareholders of the Company.

(v) Book Closure for Annual General Meeting: The book closure is from 27th September 2013 to 30th September 2013 (Both days inclusive).

(vi) Listing

Shares are listed on Bombay Stock Exchange (BSE) – Stock Code: 531198. The listing fee of Bombay Stock Exchange is paid up-to-date.

(vii) Dematerialization

The Company has entered into dematerialization agreements with NSDL and CDSL. (ISIN: INE041F01015). The shareholders are welcome to send their shares to any of the depositories for dematerialization. As on 31st March 2013, 73.62% (4,11,75,925) shares are held in demat form.

(viii) Market Price data

The monthly high / low prices of share of the Company on BSE from 1st April 2012 to 31st March 2013 are given below:

Sr. No. Month High (`) Low (`) Volume of Shares

1 April 2012 26.94 14.90 77125

2 May 2012 28.30 23.25 100420

3 June 2012 31.50 25.30 87332

4 July 2012 30.50 22.25 114911

5 August 2012 29.35 23.50 236070

6 September 2012 28.00 22.25 117314

7 October 2012 24.75 21.05 31443

8 November 2012 27.50 15.55 41891

9 December 2012 21.40 12.90 71086

10 January 2013 17.90 12.04 70061

11 February 2013 19.64 13.01 22203

12 March 2013 21.05 12.20 32680

The Chart below gives the movement of the closing price of the Company’s share against the BSE Sensex for the period 1st April 2012 to 31st March 2013.

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-12

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Jul-1

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-13

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2012-2013

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(ix) Share transfer system

The Company has appointed M/s. LINK INTIME INDIA PRIVATE LIMITED as Registrar & Transfer Agents for both physical and demat mode. Applications for transfer of shares in physical form are processed and registered within 15 days from the date of receipt, if the applications are in order.

(x) Share holding pattern as on 31st March 2013

Distribution of share holding as on 31st March 2013

No. of Equity Shares No. of Members % to total Members No. of Shares % to total SharesUpto 5000 3815 93.41 2000582 3.58

5001-10000 78 1.91 566448 1.01

10001 & above 191 4.68 53366551 95.41

Total 4084 100.00 55933581 100.00

(xi) Categories of shareholders as on 31st March 2013

Category No. of shares Held Percentage of ShareholdingPromoter’s Holding

Indian Promoters 36973031 66.10

Non-promoter’s Holding

Institutional Investors - -

Mutual Funds and UTI 127500 0.23

Banks, Financial Institutions, Insurance Companies (Central/State Govt. Institutions/ Non- govt. Institutions)

- -

FIIs - -

Other Corporate Bodies 170742 0.31

Indian Public 18538278 33.14

NRIs / OCBs 113750 0.20

Any Other 10280 0.02

TOTAL 55933581 100.00

(xii) Location of Plant (Hotel): Hotel VITS, Aurangabad S. No. 18349/1/1+2+3, Station Road, Aurangabad – 431005.

(xiii) Address for Correspondence: Dhanada Corporation Limited “Dhanada”, 16/6, Erandawana Housing Society, Plot No. 8, Patwardhan Baug, Pune – 411004. Email: [email protected]

(xiv) Share Transfer Agents:

Link Intime India Private Ltd.

Head Office: C-13, Pannalal Silk Mill Compound, L.B.S. Marg, Bhandup (West), Mumbai – 400078.

Pune Address: Block No. 202, 2nd Floor, Akshay Complex, Off. Dhole Patil Road, Near Ganesh Temple, Pune – 411001.


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Declaration by Managing Director

I, Ramesh Ramchandra Havele, Managing Director of Dhanada Corporation Limited, hereby confirm pursuant to clause 49 (1) (D) of

the Listing Agreement that:

The Board of Directors of Dhanada Corporation Limited has laid down a Code of Conduct for all Board members and senior

management of the Company. The said Code of Conduct has also been posted on the Company’s website www.dhanadacorp.com.

All the Board members and senior management personnel have affirmed their compliance with the said Code of Conduct for the year

ended on 31st March 2013. Ramesh R. Havele Managing Director

ANNEXURE TO THE REPORT OF THE DIRECTORSCERTIFICATE FROM AUDITORS REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

To the Shareholders of Dhanada Corporation Limited

We have examined the compliance of conditions of Corporate Governance by Dhanada Corporation Limited, for the year ended on

31st March 2013, as stipulated in clause 49 of the Listing Agreement of the said Company with Stock Exchanges in India.

The compliance of conditions of Corporate Governance is the responsibility of the Company’s Management. Our examination was

limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of

Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has

complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We state that in respect of investor grievances received during the year ended 31st March 2013, no investor grievances are pending

for a period exceeding one month against the Company as per records maintained by the Company which are presented to the

Shareholders / Investors Grievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness

with which the Management has conducted the affairs of the Company.

For G. K. Chandavarkar & Co. Chartered Accountants (Firm Registration No. 115924W)

Place : Pune G. K. ChandavarkarDate : 30th May 2013 Proprietor M. No. 44537

2012-2013

22


To the Members of Dhanada Corporation Limited,

We have audited the accompanying financial statements of DHANADA CORPORATION LIMITED, Pune, which comprise the Balance Sheet as at 31st March 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. Management’s Responsibility for the Financial StatementsThe Company’s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

Report on the Other Legal and Regulatory RequirementsAs required by The Companies (Auditor’s Report) Order, 2003 and amended by the Companies (Auditors Report) (Amendment) Order, 2004 dated 25/11/2004 issued by the Department of Company Affairs, Government of India, in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order, on the basis of such checks as we considered appropriate and according to the information and explanations given to us.

Further to our comments in the Annexure referred to above, we report that:

(1) We have obtained all the information and explanation which to the best of our knowledge and belief were necessary for the purpose of our audit.

(2) In our opinion, proper books of accounts, as required by law, have been kept by the Company, so far as appears from the examination of the books.

(3) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by the report are in agreement with the books of account.

(4) In our opinion, the Statement of Profit and Loss, the Balance Sheet and Cash Flow Statement complies with the accounting standards referred to in Sub Section 3(c) of Section 211 of The Companies Act, 1956 to the extent applicable.

(5) On the basis of the written representations received from the directors on 31st March, 2013 and taken on record by the Board of Directors, we report that none of the directors is disqualified as at 31st March, 2013 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of The Companies Act, 1956.

OpinionWithout qualifying our report, we draw your attention to Note 27 B (1). As per clause no. 4.4.6 of the Scheme of Arrangement and Amalgamation sanctioned by Hon’ble Bombay High Court (“Court”), vide their judgment dated 16th July 2009, the allotment of shares against purchase of land shall be done after the conveyance deeds are executed and registered. However the management has issued 17,96,254 equity shares having face value of Re.1 along-with premium of ` 5.94 per share to Dr. Laxman V. Kulkarni without executing and registering the conveyance deed. The outcome of the said event is uncertain and we are unable to comment upon it.

In our opinion and to the best of our information and according to the explanation given to us, the said accounts subject to and read with notes appearing thereon, give the information required by The Companies Act,1956, in the manner so required and a true and fair view, (A) In the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2013.(B) In the case of Statement of Profit and Loss, of the profit for the year ended on that date.(C) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

For G. K. Chandavarkar & Co. Chartered Accountants (Firm Registration No.115924W)

Place: Pune G. K. ChandavarkarDate : 30th May 2013 (Proprietor)

M. No. 044537

INDEPENDENT AUDITOR’S REPORT


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ANNEXURE TO THE AUDITORS’ REPORT

With reference to paragraph 1 of report on other legal and other regulatory requirements of our report to the shareholders of Dhanada Corporation Ltd. of even date.

i. Fixed Assetsa. The Company has generally maintained proper records showing full particulars including quantitative details and

situation of the fixed assets.b. Most of the fixed assets have been physically verified by the management during the year and as examined by us, no

material discrepancies have been noticed on such verification.c. In our opinion, and according to the information and explanations given to us, none of the fixed assets have been

revalued during the year under report.d. The fixed assets disposed off during the year, in our opinion, do not constitute substantial part of that fixed assets of the

Company and such disposal has, in our opinion, not affected the going concern status of the Company.

ii. Inventoriesa. As explained to us, the inventories were physically verified during the year by the management at reasonable intervals.b. In our opinion and according to the information and explanations given to us, the Procedures of physical verification of

inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company has maintained adequate records of its inventories and no material discrepancies were noticed on physical verification.

iii. Loans given/taken by the Companya. The Company has granted loans to parties covered in the register maintained under Section 301 of the Companies Act,

1956. The details are as below:

Particulars Maximum amount due at any time during the year Amount (`)

Balance due as at the end of the Financial year Amount (`)

Dhanada Engineering Pvt. Ltd. 1,57,30,166 1,57,30,166

Dhanada Education Pvt. Ltd. 61,18,868 61,18,868

b. The Company has taken interest free unsecured loans from the parties covered in the register maintained u/s 301 of the Companies Act, 1956. The details of which are as below:

Particulars Maximum amount due at any time during the year Amount (`)

Balance due as at the end of the Financial year Amount (`)

Dhanada Holdings Pvt. Ltd. 8,35,46,760 1,30,14,823

c. The terms and conditions for such loans are not prima facie prejudicial to the interest of the Company.

iv. Internal Control Systems In our opinion and according to the information and explanation given to us there are adequate internal control procedures

commensurate with the size of the Company and the nature of its business for purchases of stores, raw materials including components, plant and machinery, equipment and other assets and for sale of goods.

v. Transactions with related parties as per Register of Contract u/s 301

a. According to the information and explanations given to us, we are of the opinion that the particulars of transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b. According to information and explanation given to us there are no transactions of purchases of goods and material and sale of goods, materials and services made in pursuance of contracts or arrangements entered in the register maintained under section 301of the Companies Act, 1956 and aggregating during the year to ` 5,00,000/- or more in respect of each party.

vi. Deposits from the public The Company has not accepted deposits from the public during the year and hence the question of complying with the

provision of section 58A & 58AA of the Companies Act, 1956 and the rules framed there under does not arise.

vii. Internal Audit System The Company has appointed M/s. Khandelwal Jain & Co., Chartered Accountants, Aurangabad as the internal auditors’ and

their scope and duties ensure reasonable internal checking of its financial and other records.

viii. Cost Records According to the Circular No. 67/2011 dated 30th November 2011 issued by the Government of India, Ministry of Corporate

Affairs, the Companies (Cost Accounting Records) Rules 2011 are not applicable to the Company.

2012-2013

24


ix. Statutory Duesa. The Company has been regular in depositing undisputed statutory dues in respect of Provident Fund, Employee’s State

Insurance (ESI), Income Tax, Value Added Tax, Service Tax, Luxury Tax and other material statutory dues except as detailed below:-

• ParticularswherearrearsareaboveSixMonthsatBalanceSheetDateoranytimeduringtheperiodunderaudit:-

Name of the Statue Nature of Dues

Amount`

Period to which the

dues relate

Due Date Payment Made `

Date ofPayment

MVAT Act, 2002 VAT 364440 2009-10 21/10/2009 200000 31/03/2013

MVAT Act, 2002 VAT 660403 2009-10 21/01/2010 - -

MVAT Act, 2002 VAT 805182 2009-10 21/04/2010 - -

MVAT Act, 2002 VAT 158617 2011-12 21/09/2011 158617 03/10/2012

MVAT Act, 2002 VAT 221827 2011-12 21/10/2011 221827 Multiple





MVAT Act, 2002 VAT 286275 2012-13 21/07/2012 - -


MVAT Act, 2002 VAT 80662 2012-13 21/09/2012 80662 -

The Maharashtra Tax on Luxuries Act, 1987 Luxury Tax 421576 2011-12 21/04/2012 - -

The Maharashtra Tax on Luxuries Act, 1987 Luxury Tax 400618 2011-12 21/05/2012 400618 17/01/2013



Service Tax Act, 1994 Service Tax 9932 2011-12 05/02/2012 9932 01/02/2013


Service Tax Act, 1994 Service Tax 410024 2011-12 31/03/2012 353574 Multiple




Service Tax Act, 1994 Service Tax 395594 2012-13 05/08/2012 - -

Service Tax Act, 1994 Service Tax 306990 2012-13 05/09/2012 - -

b. The Undisputed Sales Tax Deferral liability is ` 21,04,188/-, which is not paid. Appropriate interest is also due till the actual date of payment.

c. Sales Tax Cases:

1. The Company has disputed Sales tax liability against Assessment orders passed by Sales Tax officer, Aurangabad and matter is pending as detailed below:Name of the Statute Nature of

DuesAmount Period Forum Where dispute is pending

Bombay Sales Tax Act, 1959 Sales Tax 5,000 1998-1999 Dy. Commissioner of Sales Tax,(Appeal) Aurangabad



2. The Company has disputed Sales tax liability against Rectification Orders passed by Sales Tax officer, Aurangabad and matter is pending as detailed below:Name of the Statute Nature of

DuesAmount Part Pay-

ment madePeriod Forum Where dispute

is pendingBombay Sales Tax Act, 1959

Sales Tax 2,542,314 150,000 1998-1999 Dy. Commissioner of Sales Tax, (Appeal) Aurangabad

Bombay Sales Tax Act, 1959

Sales Tax 1,779,156 125,000 1999-2000 Dy. Commissioner of Sales Tax, (Appeal) Aurangabad


Sales Tax 919,859 100,000 2000-2001 Dy. Commissioner of Sales Tax, (Appeal) Aurangabad


Sales Tax 14,049 2,000 2001-2002 Dy. Commissioner of Sales Tax,(Appeal) Aurangabad


25

x. Sick Industry The accumulated losses of the Company are not more than fifty per cent of its net worth at the end of the financial year.

xi. Accumulated Losses The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the

current financial year and in the immediately preceding financial year.

xii. Dues to financial Institutions In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of dues

to banks to the extent of ` 3,493,290/- of The Saraswat Co. Op. Bank Ltd. as on 31st March 2013.

xiii. Secured Loans and advances granted The Company has not granted any loans or advances on the basis of security by way pledge of shares, debentures or other

securities.

xiv. Chit Fund, Nidhi or Mutual Benefit Company In our opinion, the Company is not a chit fund or nidhi or mutual benefit fund or society. Therefore, the provisions of clause 4(xiii)

of the Companies (Auditor’s Report) Order 2003, (as amended), are not applicable to the Company.

xv. Investments The Company has maintained proper records of transactions and contracts in respect of dealing or trading in Shares, Securities,

debentures and other investments and timely entries have been made therein.

xvi. Guarantees given by the Company According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others

from bank or financial institutes. The question of terms and conditions does not arise.

xvii. Term Loan In our opinion and according to the information and explanations given to us, and on an overall examination, the term loans

taken have been applied for the purpose for which it was raised. xviii. Sources of funds and its application According to the cash flow statement and other records examined by us and the information and explanations given to us, on

an overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment (fixed assets etc.) and vice versa, other than temporary deployment pending application.

xix. Preferential Issue The Company has made preferential allotment of equity shares to Dhanada Holdings Private Limited, on conversion of loan

amount taken from it at the price determined as per guidelines issued by SEBI.

xx. Securities and Debentures In our opinion and according to the information and explanations given to us, the Company has not issued any secured

debentures during the period covered by our audit. Accordingly the provisions of clause 4(xix) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

xxi. End use of Public Issue Fund The Company has not raised any money by way of public issue during the year.

xxii. Frauds In our opinion and according to the information and explanation given to us, having regards to the nature of the Company’s

business no fraud on or by the Company was noticed or reported during the year.


Place: Pune G. K. ChandavarkarDate : 30th May 2013 (Proprietor)

M. No. 044537

2012-2013

26


Particulars Note NoAs at

31st March 2013`

As at31st March 2012

`I. EQUITY AND LIABILITIES

Shareholder's Funds(a) Share Capital 1 5,59,33,581.00 5,05,16,581.00 (b) Reserves and Surplus 2 27,36,59,565.26 19,32,48,055.73 (c) Money received against share warrants - -

Share application money pending allotment - -

Non-Current Liabilities(a) Long-term borrowings 3 5,83,42,484.76 13,01,07,653.50 (b) Deferred tax liabilities (Net) - - (c) Other Long term liabilities 4 37,99,996.98 38,47,996.98 (d) Long term provisions 5 11,80,597.00 12,03,887.00

Current Liabilities(a) Short-term borrowings 6 6,11,45,239.28 3,42,43,665.23 (b) Trade payables 98,53,587.41 1,01,44,130.59 (c) Other current liabilities 7 1,04,13,840.04 86,80,971.99 (d) Short-term provisions 8 37,92,025.70 22,75,259.84

Total 47,81,20,917.43 43,42,68,201.86 II. ASSETS

Non-current assets(a) Fixed assets 9 (i) Tangible assets 33,50,44,667.03 34,67,95,742.58 (ii) Intangible assets 2,03,800.02 3,05,264.25 (iii) Capital work-in-progress 21,62,509.00 5,13,909.00 (iv) Intangible assets under development - - (b) Non-current investments 10 5,18,24,493.94 5,18,24,493.94 (c) Deferred tax assets (net) - - (d) Long term loans and advances 11 4,86,76,224.63 74,46,775.74 (e) Other non-current assets 12 17,74,438.57 9,76,049.58

Current assets(a) Current investments - - (b) Inventories 13 9,49,144.60 6,43,381.42 (c) Trade receivables 14 78,84,208.93 70,84,987.58 (d) Cash and cash equivalents 15 37,34,585.70 1,67,17,894.93 (e) Short-term loans and advances 16 2,55,45,253.15 17,10,362.84 (f) Other current assets 17 3,21,591.86 2,49,340.00

Total 47,81,20,917.43 43,42,68,201.86 Significant Accounting Policies 27 A

Other Notes on Accounts 27 B

As per our report of even date

For G. K. Chandavarkar & Co. For and on behalf of the Board of Directors Chartered Accountants (Firm Registration No.115924W)

G. K. Chandavarkar Ramesh R. Havele Mrs. Veena R. Havele(Proprietor) Managing Director DirectorM. No. 044537

Place : Pune Shreeniwas G. Kale Gajanan M. Deshpande Date : 30th May 2013 Director Director

Mrs. Sanjana Joshi Company Secretary

BALANCE SHEET AS AT 31ST MARCH 2013


27

Particulars Note NoYear ended

31st March 2013`

Year ended31st March 2012

`

I. Revenue from operations 18 8,99,73,250.93 8,49,80,076.32

II. Other Income 19 39,53,094.41 17,07,166.85

III. Total Revenue (I +II) 9,39,26,345.34 8,66,87,243.17

IV. Expenses:

Cost of materials consumed 20 1,31,97,200.59 1,11,07,767.04

Derivative Trading Expenses 21 3,04,837.19 93,20,679.61

Employee benefit expense 22 1,27,90,955.00 1,22,72,168.75

Financial costs 23 1,61,48,602.48 1,47,56,366.67

Depreciation and amortization expense 9 1,33,18,564.76 1,27,54,412.21

Other expenses 24 3,34,55,650.79 3,30,01,108.99

Total Expenses 8,92,15,810.81 9,32,12,503.27

V. Profit/(Loss) before exceptional and extraordinary items and tax (III - IV) 47,10,534.53 (65,25,260.10)

VI. Exceptional Items 25 28,685.00 64,87,906.87

VII. Profit/(Loss) before extraordinary items and tax (V - VI) 46,81,849.53 (1,30,13,166.97)

VIII. Extraordinary Items - -

IX. Profit/(Loss) before tax (VII - VIII) 46,81,849.53 (1,30,13,166.97)

X. Tax expense:

(1) Current tax - -

(2) Deferred tax - -

XI. Profit/(Loss) for the perid from continuing operations (IX-X) 46,81,849.53 (1,30,13,166.97)

XII. Profit/(Loss) from discontinuing operations - -

XIII. Tax expense of discounting operations - -

XIV. Profit/(Loss) from discontinuing operations (XII - XIII) - -

XV. Profit/(Loss) after tax for the period (XI + XIV) 46,81,849.53 (1,30,13,166.97)

XVI. Earning per equity share: Basic and Diluted 26 0.09 (0.26)

Significant Accounting Policies 27 A







STATEMENT OF PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED ON 31ST MARCH 2013

2012-2013

28


ParticularsYear ended

31st March 2013`


`(A) CASH FLOW FROM OPERATING ACTIVITY

Net Profit before tax and Extra-ordinary items 46,81,849.53 (1,30,13,166.97)Adjuistments for:Depreciation 1,33,18,564.76 1,27,54,412.21 Interest Expenses 1,61,48,602.48 1,47,56,366.67 Interst Received (33,58,142.83) (10,77,115.66)Dividend Received (8,168.00) - Operating profit before Working Capital changes 3,07,82,705.94 1,34,20,496.25 Adjuistments for:Decrease/(Increase) in Trade & Other Receivables (7,99,221.35) (10,11,996.96)Decrease/(Increase) in Inventories (3,05,763.18) 28,303.76 Loans & Advances (6,59,34,980.05) 79,90,062.32 Increase/(Decrease) in Trade & Other Payables 28,87,800.73 (25,45,489.04)Cash generated from operations (3,33,69,457.91) 1,78,81,376.33 Taxes Paid - - Cash flow before extra-ordinary items (3,33,69,457.91) 1,78,81,376.33 Exceptional Items - - (Profit)/Loss on Sale/Damage/Disposal of Fixed Assets (Net) - 64,82,529.87 Misc. Expenses Writtern off - (4,23,640.25)Net Cash Flow from Operating Activity (3,33,69,457.91) 2,39,40,265.95

(B) CASH FLOW FROM INVESTTI NG ACTIVITY(Purchase) of Fixed Assets (31,14,624.98) (1,74,11,020.01)Sale/Disposal/Damage of Fixed Assets - 90,00,000.00 (Purchase) of Investments - (1,95,97,291.64)Sale of Investments - - Interest Reveived 33,58,142.83 10,77,115.66 Dividend Received 8,168.00 - Net Cash Flow from Investing Activity 2,51,685.85 (2,69,31,195.99)

(C) CASH FLOW FROM FINANCING ACTIVITYProceeds from/(Repayment of) Borrowings (Net) (4,48,63,594.69) 1,64,66,295.18 Proceeds from issue of Equity Shares 54,17,000.00 14,35,000.00 Share Premium Received on issue of Equity Shares 7,57,29,660.00 1,65,02,500.00 Adjustment to Shares Amalgamation Account - (34,99,996.98)Interest and Finance charges paid (1,61,48,602.48) (1,47,56,366.67)Net Cash Flow from Financing Activity 2,01,34,462.83 1,61,47,431.53

(D) NET INCREASE IN CASH AND CASH EQUIVALENT (1,29,83,309.23) 1,31,56,501.49 (Refer to Cash & Bank Balance)

Cash and Cash Equivalent as on 01-04-2012 1,67,17,894.93 35,61,393.44 Cash and Cash Equivalent as on 31-03-2013 37,34,585.70 1,67,17,894.93

Notes : Figures in bracket represent Cash Outflow and without bracket Cash Inflow.






CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31ST MARCH 2013


29

NOTE - 1 : SHARE CAPITAL(A) AuthorisedPerticulars As at 31st March 2013 As at 31st March 2012

Nos Amount Nos AmountEquity shares of ` 1/- each with voting rights 10,80,00,000 10,80,00,000.00 10,80,00,000 10,80,00,000.00

8% Cumulative Convertible Preference Sharesof ` 1/- each

5,00,00,000 5,00,00,000.00 5,00,00,000 5,00,00,000.00

Total 15,80,00,000 15,80,00,000.00 15,80,00,000 15,80,00,000.00

(B) Issued, Subscribed & Fully Paid UpPerticulars As at 31st March 2013 As at 31st March 2012


(C) A reconcilation of the number of shares outstanding at the beginning and at the end of the reporting periodParticulars Equity Shares

As at 31st March 2013 As at 31st March 2012Nos Amount Nos Amount

Shares outstanding at the beginning of the year 5,05,16,581 5,05,16,581.00 4,90,81,581 4,90,81,581.00

Shares Issued during the year 54,17,000 54,17,000.00 14,35,000 14,35,000.00

Shares outstanding at the end of the year 5,59,33,581 5,59,33,581.00 5,05,16,581 5,05,16,581.00

(D) Share Capital held by Holding CompanyParticulars Nature of Relationship As at

31st March 2013


Nos NosEquity Shares:Dhanada Holdings Pvt. Ltd. Holding Company 3,40,46,271 2,86,29,271

Total 3,40,46,271 2,86,29,271

(E) Shares in the Company held by each shareholder holding more than 5 % sharesName of Shareholder Equity Shares

As at 31st March 2013 As at 31st March 2012No of Shares

held% of holding No of Shares

held% of holding

Promoter:Dhanada Holdings Pvt. Ltd. 3,40,46,271 60.87 2,86,29,271 56.67

Ramesh R. Havele 29,26,760 5.23 29,26,760 5.79

Non-Promoter:Laxman V. Kulkarni 63,77,692 11.40 64,61,139 12.79

Total 4,33,50,723 77.50 3,80,17,170 75.26

2012-2013

30


NOTE - 2 : RESERVES AND SURPLUS

Particulars As at 31st March 2013

As at 31st March 2012

(A) Securities Premium AccountOpening Balance 21,31,35,024.02 19,66,32,524.02

Add : Securities premium credited on Share issue 7,57,29,660.00 1,65,02,500.00

Less : Premium Utilised for various reasons - -

Closing Balance 28,88,64,684.02 21,31,35,024.02

(B) Revenue Reserve (Created out of Scheme of Amalgamation)Opening balance 26,34,000.00 26,34,000.00

Add: Additions / transfers during the year - -

Less: Utilisations / transfers during the year - -

Closing Balance 26,34,000.00 26,34,000.00

(C) Special Capital Incentive (Received under DIC Scheme)Opening balance 25,00,000.00 25,00,000.00



Closing Balance 25,00,000.00 25,00,000.00

(D) Share Amalgmation Account (Created out of Scheme of Amalgamation)Opening balance - 34,99,996.98


Less: Utilisations / transfers during the year - 34,99,996.98

Closing Balance - -

(E) SurplusOpening balance (2,50,20,968.29) (1,20,07,801.32)

(+) Net Profit/(Net Loss) For the current year 46,81,849.53 (1,30,13,166.97)

Closing Balance (2,03,39,118.76) (2,50,20,968.29)

Total (A+B+C+D+E) 27,36,59,565.26 19,32,48,055.73


31

NOTE - 3 : LONG TERM BORROWINGS(A) Secured BorrowingsParticulars As at

31st March 2013As at

31st March 2012 Term Loan From Bank 1. Saraswat Co. Op. Bank Ltd. - I 2,08,47,036.30 3,36,16,178.30

2. Saraswat Co. Op. Bank Ltd. - II 2,98,67,903.00 4,37,69,106.00

3. Bank of Maharashtra 4,98,72,857.00 -

4. HDFC Bank Ltd. - Vehicle Loan - I 13,049.68 1,58,761.93

5. HDFC Bank Ltd. - Vehicle Loan - II 4,39,755.80 5,46,288.86

10,10,40,601.78 7,80,90,335.09 Less: Shown in Current Maturities of Short Term Debts as per Note No. 6 5,78,17,128.04 3,12,33,529.61

Sub Total 4,32,23,473.74 4,68,56,805.48 Note : Term Loan I and II from Saraswat Co. Op. Bank Ltd. are secured by Mortgage of Hotel Property and hypothication of movable of Assets and personal guarante of Directors and Corporate Guarantee of M/s. Dhanada Holdings Pvt. Ltd. Terms of Repayment - 5 years from 2009-10. Rate of Interest -15.50% (PLR + 1%). Term Loan from Bank of Maharashtra is secured by Mortgage of Land situated at Village Mauje Nande, Pune. Term of Repayment - 7 years from October 2012. Rate of Interest 13.75% per annum. Vehicle loan I and II from HDFC Bank Ltd. are secured by Hypothication of Vehicles.

(B) Unsecured Borrowings 1. Deferred Payment Liability:

Sales Tax Deferrment 21,04,188.02 21,04,188.02

2. Loans and Advances from Related Parties:

Dhanada Holdings Pvt. Ltd. 1,30,14,823.00 8,11,46,660.00

Sub Total 1,51,19,011.02 8,32,50,848.02

Total A + B 5,83,42,484.76 13,01,07,653.50

NOTE - 4 : OTHER LONG TERM LIABILITIESParticulars As at


31st March 2012Security Deposits 3,00,000.00 3,48,000.00

Payable under Scheme of Amalgamation 34,99,996.98 34,99,996.98

Total 37,99,996.98 38,47,996.98 Note: As a part consideration of Land being sold to the Company under the scheme of amalgamation sanctioned by Honourable High Court, Bombay dated 16th July 2009, the amount of ` 34,99,996.98 still payable to Dr. Laxman Vishnu Kulkarni.

NOTE - 5 : LONG TERM PROVISIONS



Provisions for Employee Benefits:

(As per Note : 27B-11-a,b and c)

Gratuity Payable 4,11,727.00 4,43,407.00

Leave Encashment 7,68,870.00 7,60,480.00

Total 11,80,597.00 12,03,887.00

2012-2013

32


NOTE - 6 : SHORT TERM BORROWINGSParticulars As at


31st March 2012

From Bank - Secured :

1. Over Draft against Banks Fixed Deposit 33,28,111.24 30,10,135.62

2. Current Maturities of Term Loan from Bank, transferred from Long Term Borrowings as per Note No. 3

5,78,17,128 3,12,33,529.61

Total 6,11,45,239.28 3,42,43,665.23

NOTE - 7 : OTHER CURRENT LIABILITIES Particulars As at


31st March 2012 Profession Tax Payable 17,550.00 13,425.00

Luxury Tax Payable 10,05,476.03 12,95,575.79

Service Tax Payable 35,44,480.89 8,51,391.24

Local Body Tax Payable 7,982.00 3,890.00

TDS/Payable 5,28,228.00 4,44,546.00

VAT/CST Payable 40,57,387.11 45,77,741.94

ESI Payable 74,860.00 36,191.00

Provident Fund Payable 1,18,487.00 1,07,247.00

Advance From Customers 10,59,389.01 13,50,964.02

Total 1,04,13,840.04 86,80,971.99

NOTE - 8 : SHORT TERM PROVISIONS Particulars As at


31st March 2012 Electricity Expenses Payable 6,77,772.70 5,26,604.84

Interest payable on VAT 18,32,156.00 8,20,088.00

News Paper Expenses Payable 11,057.00 5,087.00

Salary & Wages Payable 6,22,984.00 6,49,290.00

Stipend Payable 61,955.00 83,970.00

Tips Payable 2,528.00 -

Incentive Payable 2,46,996.00 1,22,200.00

Telephone Expenses Payable 39,976.00 28,127.00

Other Payable 2,96,601.00 39,893.00

Total 37,92,025.70 22,75,259.84


33

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- -

- -

- -

- -

- -

- -

-

4Fu

rnitu

re a

nd F

ixtur

es

- O

wned

4,7

1,88

,156

.25

4,6

8,01

1.64

-

- 4

,76,

56,1

67.8

9 -

85,

45,3

28.0

1 2

9,99

,202

.76

- -

1,1

5,44

,530

.77

3,8

6,42

,828

.24

3,6

1,11

,637

.12

- Ta

ken

unde

r fina

nce

leas

e -

- -

- -

- -

- -

- -

- -

- G

iven

unde

r ope

ratin

g le

ase

- -

- -

- -

- -

- -

- -

-

5Ve

hicl

e

- O

wned

14,

94,9

21.0

0 -

- -

14,

94,9

21.0

0 -

2,1

6,78

2.43

1

,05,

690.

91

- -

3,2

2,47

3.34

1

2,78

,138

.57

11,

72,4

47.6

6

- Ta

ken

unde

r fina

nce

leas

e -

- -

- -

- -

- -

- -

- -

- G

iven

unde

r ope

ratin

g le

ase

- -

- -

- -

- -

- -

- -

-

Total

43,64

,61,69

7.88

14,66

,024.9

8 -

- 43

,79,27

,722.8

6 -

8,96

,65,95

5.30

1,32

,17,10

0.53

- -

10,28

,83,05

5.83

34,67

,95,74

2.58

33,50

,44,66

7.03

Prev

ious

Yea

r 4

2,98

,70,

658.

95

2,4

4,85

,197

.78

1,7

0,98

,767

.85

(7,9

5,39

1.00

) 4

3,64

,61,

697.

88

- 7

,85,

22,0

80.3

0 1

,26,

52,9

47.9

8 1

5,09

,072

.98

- 8

,96,

65,9

55.3

0 3

5,13

,48,

578.

65

34,

67,9

5,74

2.58

BInt

angib

le As

sets

Com

pute

r Sof

twar

e 6

,25,

936.

00

- -

- 6

,25,

936.

00

- 3

,20,

671.

75

1,0

1,46

4.23

-

- 4

,22,

135.

98

3,0

5,26

4.25

2

,03,

800.

02

Total

6,25

,936.0

0 -

- -

6,25

,936.0

0 -

3,20

,671.7

5 1,

01,46

4.23

- -

4,22

,135.9

8 3,

05,26

4.25

2,03

,800.0

2 Pr

evio

us Y

ear

6,2

5,93

6.00

-

- -

6,2

5,93

6.00

-

2,1

9,20

7.52

1

,01,

464.

23

- -

3,2

0,67

1.75

4

,06,

728.

48

3,0

5,26

4.25

CCa

pital

Wor

k In P

rogr

ess

Capi

tal W

IP 5

,13,

909.

00

16,

48,6

00.0

0 -

- 2

1,62

,509

.00

- -

- -

- -

5,1

3,90

9.00

2

1,62

,509

.00

Total

5,13

,909.0

0 16

,48,60

0.00

- -

21,62

,509.0

0 -

- -

- -

- 5,

13,90

9.00

21,62

,509.0

0 Gr

and T

otal

43,76

,01,54

2.88

31,14

,624.9

8 -

- 44

,07,16

,167.8

6 -

8,99

,86,62

7.05

1,33

,18,56

4.76

- -

10,33

,05,19

1.81

34,76

,14,91

5.83

33,74

,10,97

6.05

Prev

ious

Yea

r 4

3,04

,96,

594.

95

2,4

4,85

,197

.78

1,7

0,98

,767

.85

(7,9

5,39

1.00

) 4

3,70

,87,

633.

88

- 7

,87,

41,2

87.8

2 1

,27,

54,4

12.2

1 1

5,09

,072

.98

- 8

,99,

86,6

27.0

5 3

5,17

,55,

307.

13

34,

71,0

1,00

6.83

No

te:

As

per C

laus

e N

o. 4

.4.5

(b) o

f the

Sch

eme

of A

rran

gem

ent a

nd A

mal

gam

atio

n sa

nctio

ned

by H

on’a

ble

Hig

h C

ourt,

Bom

bay

date

d 16

th J

uly

2009

, the

Com

pany

has

acq

uire

d la

nd fr

om D

r. La

xman

V.

Kul

karn

i and

allo

tted

equi

ty s

hare

s as

a c

onsi

dera

tion

for l

and

so a

cqui

red

on 3

0th A

pril

2010

. How

ever

, reg

istra

tion

of c

onve

yanc

e de

ed is

pen

ding

till

the

date

of a

udit.

2012-2013

34


NOTE - 10 : NON CURRENT INVESTMENTSParticulars As at 31st March 2013 As at 31st March 2012

Quoted Unquoted Total Quoted Unquoted Total(A) Trade Investments (At Cost)

(a) Investment in equity instruments

(i) of subsidiaries1675689 (As at 31 March, 2012: 1675689) shares of ` 10 each fully paid up in Dhanada Engineering Pvt. Ltd.)

- 5,16,69,493.94 5,16,69,493.94 - 5,16,69,493.94 5,16,69,493.94

(ii)12500 (As at 31 March, 2012: 12500) shares of ` 10 each fully paid up in Dhanada Education Pvt. Ltd.)

- 1,25,000.00 1,25,000.00 - 1,25,000.00 1,25,000.00

(iii) of other entities2500 (As at 31 March, 2012: 2500) shares of ` 10 each fully paid up in Saraswat Co.Op.Bank Ltd.)

- 25,000.00 25,000.00 - 25,000.00 25,000.00

(B) Other non-current investments (At Cost)

National Saving Certificate - 5,000.00 5,000.00 - 5,000.00 5,000.00

Total - (A) + (B) - 5,18,24,493.94 5,18,24,493.94 - 5,18,24,493.94 5,18,24,493.94

NOTE - 11: LONG TERM LOAN AND ADVANCES (Unsecured - Considered godd unless otherwise stated)



(a) Capital advances 4,18,43,600.00 15,99,304.86

(b) Security deposits 14,92,228.00 14,77,228.00

(c) Income Tax Refund 21,31,488.07 13,63,357.32

(d) Balances with government authorities

(i) VAT credit receivable 26,29,885.56 26,29,885.56

(ii) Service Tax credit receivable - -

(e) Loans to Related Parties - -

(f) Other loans and advances

(i) Part Payment of Sales Tax in Appeal 3,77,000.00 3,77,000.00

(ii) Payment against Notice Received for F.Y.2008-09 2,02,023.00 -

Total 4,86,76,224.63 74,46,775.74 NOTE - 12 : OTHER NON-CURRENT ASSETS



(a) Accruals:

Interest accrued on Fixed Deposits 9,66,684.57 9,76,049.58

(b) Share Application Money:

Vihanta Energy Technologies Pvt. Ltd. 5,70,000.00 -

(c) Other Advances 2,37,754.00 -

Total (a + b + c) 17,74,438.57 9,76,049.58


35

NOTE - 13 : INVENTORIES



Inventories (Valued at Cost Price) 9,49,144.60 6,43,381.42 (As taken valued and certified by management)

Total 9,49,144.60 6,43,381.42 NOTE - 14 : TRADE RECEIVABLES



A. Trade receivables outstanding for a period less than six months from the date they are due for payment

a. Secured, considered good - -

b. Unsecured, considered good 73,02,047.24 68,69,617.30

c. Doubtful - -

Total 73,02,047.24 68,69,617.30

B. Trade receivables outstanding for a period more than six months from the date they are due for payment

a. Secured, considered good - -

b. Unsecured, considered good 5,82,161.69 2,15,370.28

c. Doubtful - -

Total 5,82,161.69 2,15,370.28 Total (A+B) 78,84,208.93 70,84,987.58

NOTE - 15 : CASH AND CASH EQUIVALENTS



A. Balances with banks

(a) Term Deposits with Bank 31,29,106.00 31,29,106.00 (Kept as Lein for Over Draft Facility from Banks)

(b) Balances in Current Accounts 4,94,976.06 1,33,69,871.48

B. Cash on hand 1,10,503.64 2,18,917.45

Total 37,34,585.70 1,67,17,894.93

NOTE - 16 : SHORT TERM LOANS AND ADVANCES(Unsecured - Considered godd unless otherwise stated)



(a) Loans and advances to related parties 2,45,06,932.60 6,36,423.00 (Interest receivable from Subsidiary Company)

(b) Loans and advances to employees 23,542.55 7,065.00

(c) Prepaid expenses 10,14,778.00 10,66,874.84

Total 2,55,45,253.15 17,10,362.84

NOTE - 17 : OTHER CURRENT ASSETS(Unsecured - Considered Good)



Advance to Supplier 3,21,591.86 2,49,340.00

Total 3,21,591.86 2,49,340.00

2012-2013

36


NOTE - 18 : REVENUE FROM OPERATIONS(Refer Note No. 27 A (2) on Revenue Recognition

Particlars Year ended 31st March 2013

Year ended 31st March 2012

Food & Beverage 3,15,76,399.07 2,88,12,549.17 Liquor Sale 27,49,601.06 26,50,118.03 Room Revenue 4,87,82,798.03 4,46,47,312.00 Banquet Sale 40,06,167.89 36,35,766.58 Sale of Scrap 97,467.54 1,52,655.87 Other Miscellaneous Income - Hotel Activity 23,49,846.64 20,24,436.04

Sub Total 8,95,62,280.23 8,19,22,837.69 Income from Derivative Trading 4,10,970.70 30,57,238.63

Total 8,99,73,250.93 8,49,80,076.32

NOTE - 19 : OTHER INCOME



Interest Income: - On Bank Fixed Deposit 4,03,428.23 3,23,285.69 Interest Income on Long Term Investment: - From Subsidiary Company 29,53,220.60 7,06,029.00 Other Interest 1,494.00 47,800.97 Dividend Received 8,168.00 - Net Income on sale of investments 23,386.18 - Creditors and Misc. balances written back 5,63,397.40 6,30,051.19

Total 39,53,094.41 17,07,166.85

NOTE - 20 : COST OF MATERIAL CONSUMED



Food and Beverage Consumed:Opening Stock 6,43,381.42 6,71,685.18 Add : Purchases 1,35,02,963.77 1,10,79,463.28 Less : Closing Stock 9,49,144.60 6,43,381.42

Total 1,31,97,200.59 1,11,07,767.04

NOTE - 21 DERIVATIVE TRADING EXPENSES



Loss from Derivative Trading 2,92,088.29 90,60,177.29 Expenses on Derivative Trading 12,748.90 2,60,502.32

Total 3,04,837.19 93,20,679.61

NOTE - 22 : EMPLOYEE BENEFITS EXPENSES(Refer Note No. 27B - (11) on Employee Benefits)



Salaries and Wages and Ex-gratia 1,01,23,465.00 88,40,888.00 Employers' Contributions to Provident Fund 7,22,159.00 7,25,999.00 Employers' Contributions to ESIC 3,33,057.00 3,25,399.00 Gratuity and Leave encashment 1,42,689.00 6,74,384.00 Staff welfare and Other expenses 6,03,704.00 6,31,715.75 Salary Reimbursement 8,65,881.00 10,73,783.00

Total 1,27,90,955.00 1,22,72,168.75


37

NOTE - 23 : FINANCIAL COST



Interest on Bank Overdraft 2,96,605.79 1,11,043.79 Interest on Vehicle Loan 76,523.69 88,417.88 Interest on Term loan 1,46,34,689.00 1,37,36,817.00 Interest on late payment of Taxes 11,40,784.00 8,20,088.00

Total 1,61,48,602.48 1,47,56,366.67

NOTE - 24 : OTHER EXPENSES



Operating Expenses:Direct Expenses 21,89,588.00 22,38,033.00 Housekeeping 1,03,971.00 1,12,003.00 Linen and Laundry 9,25,395.20 8,63,989.35 Power and Fuel 1,37,40,088.16 1,30,20,578.81 Repairs to Building 5,58,508.84 7,49,673.15 Repairs to Machinery and Others 14,72,496.41 14,11,268.51 Sales Promotion 1,05,065.00 2,67,363.75 Security and Labour Hire 26,75,328.13 14,72,777.85 Administration and General Expenses:Administration Expenses 7,24,637.11 12,43,995.45 Advertisement and Publicity 81,874.00 2,95,469.00 Auditors Remuneration 2,52,810.00 2,20,600.00 Bad Debts Written off 38,496.82 8,93,879.29 Bank Commission and Charges 6,64,985.90 3,98,210.50 Directors Sitting Fees 1,74,000.00 2,80,000.00 Insurance 4,21,198.00 3,12,807.00 Interest on Tax Paymets 58,228.00 2,06,956.00 Licence Fees 5,17,117.00 3,24,525.35 Printing and Stationary 8,41,046.35 5,67,551.00 Professional Fees 67,26,551.87 69,48,104.73 Rates and Taxes 8,56,874.00 3,54,222.00 Communication Expenses 2,62,215.00 3,01,191.00 Travelling and Lodging 65,176.00 94,270.00 Deferred Revenue and Miscellaneous Expenses - 4,23,640.25

Total 3,34,55,650.79 3,30,01,108.99

NOTE - 25 : EXCEPTIONAL ITEMS



Prior Year Expenses 28,685.00 19,441.00 Prior Year Income - (14,064.00)Loss on Disposal of Assets - 64,82,529.87

Total 28,685.00 64,87,906.87

NOTE - 26 : EARNING PER SHARE



Net Profit / (Loss) after current and deferred tax 46,81,849.53 (1,30,13,166.97)Weighted average number of equity shares of ` 1/- each 5,50,30,748 4,93,20,167 Earnings per Share (EPS) (`) – Basic and Diluted 0.09 (0.26)

2012-2013

38


NOTE – 27: OTHER NOTES ON ACCOUNTS

A. SIGNIFICANT ACCOUNTING POLICIES:

1. Basis of Preparation of Financial Statements:a. The Company follows Mercantile System of Accounting and generally recognizes Income and Expenditure on accrual

basis except in case of significant uncertainties.b. The Financial Statements are prepared on historical cost convention in accordance with the applicable Accounting

Standards and the provision of the Companies Act, 1956.c. Estimates and Assumptions used in the preparation of the financial statements are based upon Management’s evaluation

of the relevant facts and circumstances as of the date of the Financial Statements, which may differ from the actual results at a subsequent date.

2. Revenue Recognition:1. Revenue from Hotel activity is recognized on rendering of services net of Taxes and billing to the customer.2. Income from derivatives comprises profit/loss on equity derivative instruments.

Profit/loss on equity derivative transactions is accounted for as explained below:a. Initial and additional margin paid over and above initial margin, for entering into contracts for Equity Index/

Stock Futures and or equity Index/stock options which are released on final settlement/squaring-up of underlying contracts are disclosed under Current Assets, Loans and advances. “Mark-to-market margin- Equity Index/Stock Futures” representing the amounts paid in respect of mark to market margin is disclosed under Loans and Advances and amount received is shown under current liabilities.

b. “Equity Index/Stock Option Premium Account” represents premium paid or received for buying or selling the options, respectively.

c. On final settlement or squaring up of contracts for equity index / stock futures, the realized profit or loss after adjusting the unrealized loss already accounted, if any, is recognized in the Profit and Loss Account. On settlement or squaring up of equity index / stock options before expiry, the premium prevailing in “Equity Index/Stock Option Premium Account” on that date is recognized in the Profit and Loss Account. When more than one contract in respect of the relevant series of equity index / stock futures or equity index / stock options contract to which the squared-up contract pertains is outstanding at the time of the squaring-up of the contract, the contract price of the contract so squared-up is determined using the weighted average cost method for calculating the profit/loss on squaring-up. As at the balance sheet date, the mark to market on all hedged transactions comprising of Securities and Equity.

Derivatives positions are determined on a Portfolio basis with net unrealized losses being recognized in the Profit and Loss Account. Unrealized gains (on portfolio basis) are not recognized in the Profit and Loss Account on grounds of prudence as enunciated in Accounting Standard - 1, Disclosure of Accounting Policies.

3. Fixed Assets: Fixed assets are stated at cost less accumulated depreciation. The Company capitalizes all direct costs relating to the

acquisition and installation of fixed assets. Interest on borrowed funds, if any, used to finance the acquisition of fixed assets, is capitalized up to the date the assets are ready for commercial use. Under-utilized assets are recorded at estimated realizable value.

4. Method of Depreciation: The Company provides depreciation on all its assets on the Straight Line method at the rates and in the manner specified in

Schedule XIV of the Companies Act, 1956, proportionate from the date they are put to use.

5. Investments: Long term investments including interests in incorporated jointly controlled entities, are carried at cost, after providing for any

diminution in value, if such diminution is of permanent nature. Current investments are carried at lower of cost or market value. The determination of carrying amount of such investments is done on the basis of specific identification.

6. Retirements Benefits:i. Gratuity: The Company provides for gratuity, a defined retirement benefit plan covering eligible employees. The gratuity plan

provides for a lump sum payment to employees at retirement, death, incapacitation or termination of the employment based on the respective employee’s salary and the tenure of the employment. Liabilities with regard to gratuity plan are determined based on actuarial valuation carried out by independent actuary as at the Balance Sheet date.

Actuarial gains and losses are recognized in full in the Profit and Loss account for the year in which they occur. (Refer note 27 B (11) below).

ii. Provident Fund: The eligible employees of the Company are entitled to receive the benefits of Provident fund, a defined contribution

plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered


39

employee’s salary (currently at 12% of the basic salary). The contributions as specified under the law are paid to the Regional Provident Fund Commissioner by the Company.

iii. Leave Encashment: Employees’ are eligible for Leave Encashment. The Company has provided Leave Encashment benefit on actuarial

value basis.iv. Employees’ State Insurance Scheme (ESIS): Employees’ State Insurance Scheme (ESIS) is the defined contribution scheme offered by the Company. The

contribution to this scheme is charged to the profit and loss account of the year in which contribution to such scheme becomes due.

7. Inventories: Stock of food and beverages and operating supplies are carried at cost computed on a weighted average basis or Net

Realizable Value, whichever is lower.

8. Research and Development: The Company does not have a separate Research and Development department and has not incurred any expenditure on

Research and Development.

9. Taxation: Deferred tax resulting from timing differences between book profits and taxable profits is accounted for using the tax rates

that have been enacted or substantially enacted by the Balance Sheet date to the extent such differences are reversible in subsequent period. Deferred Tax assets are recognized only if there is reasonable certainty that they will be realized and are reviewed for the appropriateness of their carrying values at each Balance Sheet date.

10. Earnings per Share: The Company reports basic earnings per share in accordance with Accounting Standard 20 on ‘Earnings per Share’. Basic

earning per share is computed as dividing the net profit or loss for the period by the weighted average number of Equity shares outstanding during the period.

B. Notes forming part of the Balance Sheet as at 31st March 2013 and Profit and Loss Account for the year ended 31st

March 2013:1. As per Clause No. 4.4.5 (b) of the Scheme of Arrangement and Amalgamation sanctioned by Hon’able High Court, Bombay

dated 16th July 2009, the Company has acquired land from Dr. Laxman V. Kulkarni and allotted equity shares as a consideration for land so acquired on 30th April 2010. However, registration of the conveyance deed is pending till the date of audit.

2. The Ministry of Corporate Affairs vide its notification dated 8th February 2011 has granted exemption from disclosing information in Annual Accounts mentioned under paragraphs 3(i)(a) and 3(ii)(d) of Part II of Schedule VI of the Companies Act, 1956. The Board of Directors of the Company has given consent for such non-disclosure.

3. Managerial Remuneration: No managerial remuneration is paid or payable for the current year.4. Auditor’s Remuneration:

Sr. No. Particulars 2012-13 ` 2011-12 ` 1. Audit Fees 1,00,000 1,00,0002. Tax Audit Fees 50,000 50,0003. Taxation Matter 50,000 74,0004. Certification 25,000 25,000

Sub Total 2,25,000 2,49,0005. Service Tax 27,810 25,647

Total 2,52,810 2,74,647

5. Expenditure in foreign currency : NIL 6. Earning in Foreign Exchange : NIL 7. Depreciation of additions to the Fixed Assets during the year has been provided on pro-rata basis and on opening balances

for full year on Straight Line Method at the rates and manner prescribed in Schedule XIV of the Companies Act, 1956.8. As there is no taxable income or book profit; provision for Income Tax is not made.9. The outstanding balances of sundry creditors, sundry debtors, and advances (taken or given) are subject to reconciliation

and consequent adjustment if any.10. The Company has not received any information from suppliers or service providers, whether they are covered under the

“Micro, Small and Medium Enterprises (Development) Act, 2006”. Due to this, disclosure relating to amount unpaid at the year - end together with interest payable, if any, as required under the said Act are not ascertainable.

11. Employee Benefits: (As per AS-15 Revised) Following information are based on report of Actuary and relied upon by the Auditors:

2012-2013

40


a. Defined benefit plans of Gratuity:

Particulars 2012-13 2011-12The principal assumptions used in actuarial valuation are as below

Discount Rate 8.10% 8.50%

Expected rate of future salary increase 10.00% 10.00%

Expected Average remaining working lives of employees (years)

12.12 11.73

Change in present value of obligationsPresent Value of Obligation as at the beginning 4,43,407 3,79,636

Interest Cost 37,690 35,510

Current Service Cost 1,03,892 1,31,299

Benefits Paid Nil Nil

Actuarial (Gain)/Loss on obligations (1,73,262) (99,038)

Present Value of Obligations at the end of the year 4,11,727 4,43,407Liability recognized in the Balance SheetPresent Value of Obligation as at the end of the year 4,11,727 4,43,407

Fair Value of Plan Assets as at the end of the year Nil Nil

Funded Status (4,11,727) (4,43,407)

Current Liability 11,734 Nil

Non Current Liability 3,99,993 4,43,407

Unrecognized Actuarial (gain) / Losses Nil Nil

Net Asset / (Liability) Recognized in the Balance Sheet (4,11,727) (4,43,407)Expenses recognized in the Statement of Profit and LossCurrent Service Cost 1,03,892 1,31,299

Interest Cost 37,690 31,510

Net Actuarial (Gain) / Loss recognized in the year (1,73,262) (99,038)Expenses Recognized in the statement of Profit & Loss at the end of period (31,680) 63,771

b. Employees are eligible for Leave Encashment. The Company has provided Leave Encashment benefit on actuarial value

basis. The present Value of Obligation as on 31st March 2013 is ` 7,68,870/- (Previous Year ` 7,60,480/-).c. Amount recognized as an expense in respect of defined Contribution plans are as under:

Particulars 2012-13 2011-12Contribution to Govt. Provident Fund 7,22,159 6,43,194Employees’ State Insurance Scheme (ESIS) 3,33,057 3,25,399

12. The Company is engaged in Hospitality and Securities Trading which is considered as the Primary reportable business segment as per Accounting Standard (AS) 17 “Segment Reporting” issued by the Institute of Chartered Accountants of India.

(` in lacs)

Sr. No. ParticularsHospitality Treasury Operations Total

2012-13 2011-12 2012-13 2011-12 2012-13 2011-12

1.

Segment Revenue

a. External 895.62 819.22 43.64 47.64 939.26 866.86

b. Inter-Segment - - - - - -

c. Total Revenue 895.62 819.22 43.64 47.64 939.26 866.86

2.Total Revenue of each segment as a percentage of Total Revenue of all Segments

95.35 94.50 4.65 5.50 100.00 100.00

3.Segment Results (Profit/(Loss)) before Interest,Depreciation and Taxes

326.51 281.01 40.59 (45.57) 367.10 235.44

4. Interest 161.49 147.56 - - 161.49 147.56

5. Depreciation / Amortization 133.19 127.54 - - 133.19 127.54

6. Taxes - - - - - -

7. Segment Result Net Profit/(Loss) 31.83 5.91 40.59 (45.57) 72.42 (39.66)

8. Segment Assets 3,947.53 3769.75 40.96 41.06 3,988.49 3,810.81

9. Segment Assets as a percentage of all Segments 98.97 98.92 1.03 1.08 100.00 100.00

10. Segment Liabilities 1,476.13 1861.83 9.05 - 1,485.18 1,861.83

11. Capital Expenditure 31.15 174.11 - - 31.15 174.11

12.Non-Cash Expenses other than Depreciation and Amortization

0.38 79.11 - - 0.38 79.11


41

13. The Company has availed a Term Loan from Saraswat Co.-Op. Bank Ltd. for refurbishment of the hotel. The entire Assets such as Land, Building, Plant and Machinery etc. situated at C.T.S. No. 18349/1/1+2+3 at Aurangabad are mortgaged to the Bank as security.

14. a. Related Party Disclosures: (As per AS 18): Following are transactions with related parties during the year:

Sr. No Name of the Party Nature of

TransactionOpening Balance Addition Payment/ Receipt

during the year

Balance Outstanding

31st March 2013Holding Company

1. Dhanada Holdings Pvt. Ltd.Unsecured Loan Taken

8,11,46,660 Cr. 5,76,76,323 Cr. 12,58,08,160 Dr. 1,30,14,823 Cr.

Subsidiary Company

2.Dhanada Engineering Pvt. Ltd.

Unsecured Loan Given

Nil 2,40,82,743 Dr. 83,52,577 Cr. 1,57,30,166 Dr.

3.Dhanada Engineering Pvt. Ltd.

Interest Receivable 6,36,423 Dr. 22,40,951 Dr. 8,60,518 Cr. 20,16,856 Dr.

4. Dhanada Education Pvt. Ltd.Unsecured Loan Given

Nil 61,18,868 Dr. Nil 61,18,868 Dr.

5. Dhanada Education Pvt. Ltd. Interest Receivable Nil 7,12,270 Dr. 71,227 Cr. 6,41,043 Dr.

b. No remuneration paid to the Directors of the Company except Board Meeting Seating Fees paid of ` 1,74,000/- (Previous Year ` 2,80,000/-).

15. Impairment of Fixed Assets:

The Fixed assets specifically Land, Building, and Plant and Machinery of the Company have been valued by an approved valuer at reasonable interval in order to comply with the Requirements of AS-28 and there are no impairment of assets in the current year.

16. Events occurring after Balance Sheet Date:

The Company has acquired 60% stake in Dhanada Clean Energy (India) Private Limited and it became a subsidiary of the Company w. e. f. 15th April 2013. No other significant events, which could affect the financial position as on 31st March 2013, have been reported by the Company after the balance sheet date till signing of the report.

17. Provisions, Contingent Liabilities and Contingent Asset:

i. Provisions are recognized when the Company has present legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimates can be made for the amount of the obligation.

ii. The Company has availed Bank Guarantee of ` 1,00,000/- from Saraswat Co-operative Bank for the purpose of Bar License.

18. Previous year’s figures are regrouped, reworked and rearranged wherever necessary.

As per our report of even date Annexed

For G. K. Chandavarkar & Co. For and on behalf of the Board of DirectorsChartered Accountants(Firm Registration No.115924W)

G. K. Chandavarkar Ramesh R. Havele Mrs. Veena R. Havele(Proprietor) Managing Director DirectorM. No. 044537 Place: Pune Shreeniwas G. Kale Gajanan M. DeshpandeDate: 30th May 2013 Director Director Mrs. Sanjana Joshi Company Secretary

2012-2013

42


1. Name of the subsidiary company Dhanada Engineering Pvt. Ltd. Dhanada Education Pvt. Ltd.

2. Date from which it became subsidiary company 10th February 2009 25th May 2011

3. Financial Year of the subsidiary 31st March 2013 31st March 2013

4.Shares of the subsidiaries held by the Company on the above date

i) Number of Shares1675689 Equity Shares of

` 10/- each.12500 Equity Shares of

` 10/- each.

ii) Extent of holding 78.30% 55.46%

5. Net aggregate Profit or (Loss) for the current year (` 15,941,237.60) (` 6,219,707.88)

6.

Net aggregate amount of the profit or loss of the subsidiary so far as it concerns the members of the holding company and not dealt with in the accounts of holding company.

a) for the financial year of the subsidiary (` 12,481,989.04) (` 3,449,449.99)

b) for the previous financial years of the subsidiary since it became its subsidiary

(` 3,03,83,777.31) (` 2,67,985.24)

7.Net aggregate amount of the profit or loss of the subsidiary so far as those are dealt with in the accounts of holding company.

a) for the financial year of the subsidiary NIL NIL

b) for the previous financial years of the subsidiary since it became its subsidiary

NIL NIL

8.Changes in the interest of the Company in the subsidiary company between the end of financial year of the subsidiary and that of the Company.

NIL NIL

9.Material changes in respect of subsidiary’s fixed assets, investments, lending and borrowing between the end of financial year of the subsidiary and that of the Company.

NIL NIL

STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956, RELATING TO COMPANY’S INTEREST IN SUBSIDIARY COMPANIES.


43

Annual Report 2012-13

DHANADA ENGINEERING PRIVATE LIMITED(A Subsidiary Company)

2012-2013

44


Board of Directors Ramesh Havele, Chairman

Nitin Pargaonkar, Managing Director

Veena Havele

Shreeniwas Kale

Auditors A. P. Dhavalikar & Co., Chartered Accountants

Bankers HDFC Bank Ltd.

Saraswat Co-op. Bank. Ltd.

Registered & Corporate Office

‘Dhanada’, 16/6, Erandwana Housing Society,Plot No. 8, Patwardhan Baug, Pune 411 004Telefax : +91-20-25462408, 25460661

Email [email protected]

Plant Location J-276, MIDC, Bhosari, Pune 411 026Telephone : +91-20-41232206-11Telefax : +91-20-41232207


Website www.dhanadaengg.com

company profile

Dhanada Engineering Private Limited (a Subsidiary Company)


45


Auditors’ Report 46

Balance Sheet 48




contents


2012-2013

46


To,The Members,DHANADA ENGINEERING PRIVATE LIMITED The Directors of your Company present the 16th Annual Report of the Company together with the Audited statements of accounts for the year ended on 31st March 2013.

Financial Results

The performance of the Company for the year as compared to the previous year is summarized below:(` In Cr.)

Particulars 2012–2013 2011–2012 Sales 2.09 3.31

Other Income 0.03 0.13

Profit/(Loss) before Tax (2.29) (1.64)

Provision for Current / (Deferred Tax Income) (0.20) (0.40)

Profit/(Loss) after Tax (1.59) (1.24)

Proposed Dividend Nil Nil

Balance carried to Balance Sheet (1.59) (1.24)

Operations

During the year under review, the off-take from Tata Motors reduced significantly due to their demand constraints. This resulted into a substantial drop in Turnover. The capacity utilization remained pretty low and the Company could not register any profit. The interest burden continued to remain high. Paucity of working capital added to the Company’s woes.

The Company is striving hard to reduce its dependence on few customers in automotive sector and exploring every opportunity to add new customers, preferably from fields other than automobiles.

Current Year Prospect

The Company’s fortunes are linked to the prospects of Automobile Industry. The automobile sector is suffering from slack in demand. The first quarter has also not shown any signs of revival.

There is a general slow-down in industry and the economic environment is not very conducive.

The industry is hoping that the demand will pick-up in the second half of Financial Year 2013 – 14. However the general clues are not very encouraging. As such, the trends in Financial Year 2012 – 13 are expected to continue. Subsidiary Status

The Company is a subsidiary of Dhanada Corporation Limited with effect from 10th February 2009. As Dhanada Corporation Ltd. is a public limited company, your Company is also deemed to be a public company under the Companies Act, 1956.

Dividend

In view of losses, the Board of Directors does not recommend any dividend for the year ended on 31st March 2013.

Directors

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

Auditors

M/s. A. P. Dhavalikar and Co., Chartered Accountants, Pune will retire in the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Fixed Deposits

The Company has not accepted deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and the rules framed there under.

DIRECTORS’ REPORT



47

Employees

There was no employee receiving remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as on date.

Conservation of Energy and Technology Absorption

Reactive Power Energy unit is fitted in the factory to control the POWER FACTOR and thereby save on electricity consumed. Capacitors are introduced to increase power factor and also CFL lamps are used. Natural Cooling Towers & Exhaust Fans are introduced to reduce heat generated by machinery inside the factory which results in reduced requirement of extra energy, better performance of machines and better environment to operator. For environment improvement introduction of ISO 14000 is under process.

Further, efforts are continuously made to achieve higher efficiency in utilization of energy by way of constant monitoring, selection of low energy consumption machines and efficient energy management and techniques.

The Company has neither purchased within India nor imported any technology from aboard.

Foreign Exchange Earnings and Outgo : NIL

Directors’ Responsibility Statement

The Directors hereby confirm:

1. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation related to material departures;

2. that the Directors had selected such accounting policies and applied them consistently and made order 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 or loss of the Company for that period;

3. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors had prepared the annual accounts on a going concern basis.

Acknowledgement

The Directors express their sincere thanks to their customers, employees and the Bankers for their continued support.

For and on behalf of the Board of Directors Dhanada Engineering Private Limited

Place: Pune Ramesh R. Havele Date: 30th May 2013 Chairman


2012-2013

48


To the Members of Dhanada Engineering Private Limited,

We have audited the accompanying financial statements of DHANADA ENGINEERING PRIVATE LIMITED, Pune, which comprise the Balance Sheet as at 31st March 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. Management’s Responsibility for the Financial StatementsThe Company’s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

Report on the Other Legal and Regulatory RequirementsAs required by The Companies (Auditor’s Report) Order, 2003 and amended by the Companies (Auditors Report) (Amendment) Order, 2004 dated 25/11/2004 issued by the Department of Company Affairs, Government of India, in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order, on the basis of such checks as we considered appropriate and according to the information and explanations given to us.

Further to our comments in the Annexure referred to above, we report that:

(1) We have obtained all the information and explanation which to the best of our knowledge and belief were necessary for the purpose of our audit.

(2) In our opinion, proper books of accounts, as required by law, have been kept by the Company, so far as appears from the examination of the books.

(3) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by the report are in agreement with the books of account.

(4) In our opinion, the Statement of Profit and Loss, the Balance Sheet and Cash Flow Statement complies with the accounting standards referred to in Sub Section 3(c) of Section 211 of The Companies Act, 1956 to the extent applicable.

(5) On the basis of the written representations received from the directors on 31st March, 2013 and taken on record by the Board of Directors, we report that none of the directors is disqualified as at 31st March, 2013 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of The Companies Act, 1956.

OpinionIn our opinion and to the best of our information and according to the explanation given to us, the said financial statements subject to and read with notes appearing thereon, give the information required by The Companies Act,1956, in the manner so required and a true and fair view, (A) In the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2013.(B) In the case of Statement of Profit and Loss, of the loss for the year ended on that date.(C) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

For A. P. Dhavalikar & Co. Chartered Accountants (Firm Registration No. 102486W)

Place: Pune A. P. DhavalikarDate: 30th May 2013 (Proprietor) M. No. 032946




49

ANNEXURE TO THE AUDITORS REPORTS

As required by The Companies (Auditor’s Report) Order, 2003 and amended by the Companies (Auditor’s Report) (Amendment) Order, 2004 dated 25/11/2004 made by the Central Government under section 227 (4A) of The Companies Act, 1956, we have to report that, 1. (a) The Company is generally maintaining proper records showing full particulars including quantitative details and situation

of fixed assets. (b) The management has physically verified most of these fixed assets and no serious discrepancies were noticed. (c) None of the fixed assets have been revalued during the year. 2. (a) As explained to us, the management, at reasonable intervals, during the year has physically verified the inventories.

(b) As explained to us, the procedure for physical verification of inventories followed by management, are in our opinion, reasonable and adequate in relation to the size of the Company and nature of its business.

(c) As per records produced to us for verification there were no material discrepancies noticed on physical verification of inventories as compared to book records and the same have been properly dealt with in books of account.

3. (a) The Company has not granted any loans to the companies, firms and other parties covered in the register maintained under section 301 of Companies Act.

(b) The Company has taken loans from M/s Dhanada Corporation Ltd and M/s Dhanada Education Pvt. Ltd. The maximum amounts outstanding at any time during the year was ` 1,57,30,166/- and ` 3,28,600/- respectively. The provision for interest on such loans has been done in the books of accounts.

4. In our opinion and according to the information and explanations given to us, the Company has adequate internal control systems for the purchase of inventories, fixed assets, and for the sale of goods and services.

5. According to information and explanations given to us, there were no transaction of purchase and sale of goods and materials made in pursuance, of contracts or arrangements entered in the register maintained under Section 301 of The Companies Act, 1956, aggregating ` 5,00,000/- or more in respect of each party have been made and therefore the particulars of such contracts are not entered into.

6. The Company has not accepted deposits from the public and therefore the directives issued by RBI and provision of Section 58 A, 58 AA or any other relevant provisions are not required to be complied with.

7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business, however, needs to be strengthened further.

8. Central Government has prescribed maintenance of Cost records mentioned Under Section 209(1)(d) of the Companies Act, 1956 through The Companies (Cost Accounting Records) Rules, 2011. However, as the aggregate value of the net worth as on the last day of the immediately preceding financial year has not exceeded ` 5 Crores or the aggregate value of the turnover during the immediately preceding financial year has not exceeded ` 20 Crores, these rules are not applicable in this financial year.

9. a) According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Custom duty, Excise duty, Service Tax, Cess and any other statutory dues with the appropriate authorities during the year except the sales tax dues of ` 6,99,000/- pertaining to the financial year 2004-05, `2,42,813/- pertaining to the financial year 2010-11, ` 7,61,400/- for the period falling in financial year 2011-12 and ` 3,68,901/- for the period falling in financial year 2012-13.

b) As per our examination, there were no disputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Custom Duty or Excise Duty, Service Tax, Cess.

10. The Company is registered for a period of not less than 5 years and its accumulated losses at the end of the financial year are more than 50% of its net worth. It has incurred cash losses in this financial year and also in the immediately preceding financial year.

11. The Company has defaulted in repayment of three monthly installments of ` 39,725/- towards vehicle loan, one monthly installment of ` 49,000/- towards building loan and one monthly installment of ` 7,51,000/- towards machinery loan.

12. The Company has not granted loan and advances on the basis of security by way of pledge of shares, debentures and other securities.13. The provisions of special statue applicable to chit fund or a nidhi / mutual benefit fund / society are not applicable to the Company.14. As per our examination, proper records have been maintained of the transactions and contracts of trading in shares and securities and

the timely entries have been made therein.15. The Company has not given any guarantee for loans taken by others from bank or financial institutions.16. As per our examination, the term loans were applied for the purpose for which they were obtained.17. As per our examination of the records the funds raised on short-term basis have not been used for long term investments. 18. The Company has not made any preferential allotment of shares to the parties and companies covered in the Register maintained

under section 301 of the Act. 19. The Company has not issued debentures and therefore no charge is required to be created.20. The management has not made any public issue and therefore the question of disclosure on the end use thereof does not arise.21. As reported to us, no fraud on or by the Company has been noticed or reported during the year.

For A. P. Dhavalikar & Co. Chartered Accountants (Firm Registration No. 102486W) Place: Pune A. P. DhavalikarDate: 30th May 2013 (Proprietor) M. No. 032946


2012-2013

50



31st March 2013`


`I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital 1 2,13,99,740.00 2,13,99,740.00 (b) Reserves and Surplus 2 (51,61,936.96) 1,07,79,300.64 (c) Money received against share warrants - -

(2) Share application money pending allotment - -

(3) Non-Current Liabilities

(a) Long-term borrowings 3 2,79,27,364.31 2,11,76,978.00 (b) Deferred tax liabilities (Net) - - (c) Other Long term liabilities 4 6,99,000.00 6,99,000.00 (d) Long term provisions 5 1,47,712.00 4,05,005.00

(4) Current Liabilities 6(a) Short-term borrowings 1,92,62,362.19 1,74,00,023.41 (b) Trade payables 79,85,698.38 1,13,85,258.25 (c) Other current liabilities 49,03,272.90 43,86,268.09 (d) Short-term provisions 23,30,452.24 9,49,588.63

Total 7,94,93,665.06 8,85,81,162.02 II. ASSETS

(1) Non-current assets(a) Fixed assets 7 (i) Tangible assets 4,91,13,312.55 5,26,23,321.81 (ii) Intangible assets 4,18,064.25 7,31,722.42 (iii) Capital work-in-progress - - (iv) Intangible assets under development - - (b) Non-current investments - - (c) Deferred tax assets (net) 2,00,33,434.63 1,30,61,273.65 (d) Long term loans and advances - - (e) Other non-current assets 8 22,85,525.10 21,69,174.78

(2) Current assets(a) Current investments - - (b) Inventories 9 21,58,125.38 39,76,606.84 (c) Trade receivables 10 25,03,916.88 1,25,27,017.53 (d) Cash and cash equivalents 11 1,67,269.73 9,23,962.94 (e) Short-term loans and advances - - (f) Other current assets 12 28,14,016.54 25,68,082.05

Total 7,94,93,665.06 8,85,81,162.02 See Accompanying notes to the financial statements

For A. P. Dhavalikar & Co. For and on bahalf of Board of Directors Chartered Accountants (Firm Registration No.102486W) A. P. Dhavalikar Ramesh R. Havele Nitin G. Pargaonkar (Proprietor) Chairman Managing Director M. No. 032946 Place : Pune Veena R. Havele Shreeniwas G. Kale Date : 30th May 2013 Director Director




51


31st March 2013`


`


II. Other Income 14 2,63,420.58 12,63,283.99


IV. Expenses:


Changes in inventories of work-in-progress 16 7,22,484.61 (10,42,153.49)

Employee benefit expense 17 33,03,188.28 38,50,985.12

Financial costs 18 80,43,115.22 77,57,016.65

Depreciation and amortization expense 7 66,00,232.03 75,97,465.18

Other expenses 19 74,90,890.42 80,33,920.96

Total Expenses 4,41,11,772.50 5,07,02,780.06

V. Profit/(Loss) before exceptional and extraordinary items and tax (III - IV) (2,29,13,398.59) (1,63,74,162.22)

VI. Exceptional Items - -

VII. Profit/(Loss) before extraordinary items and tax (V - VI) (2,29,13,398.59) (1,63,74,162.22)


IX. Profit/(Loss) before tax (VII - VIII) (2,29,13,398.59) (1,63,74,162.22)

X. Tax expense:

(1) Current tax - -

(2) Deferred tax (69,72,160.99) (39,57,377.65)

XI. Profit/(Loss) for the perid from continuing operations (IX-X) (1,59,41,237.60) (1,24,16,784.57)




XV. Profit/(Loss) after tax for the period (XI + XIV) (1,59,41,237.60) (1,24,16,784.57)

XVI. Earning per equity share: Basic and Diluted (7.45) (10.30)

See Accompanying notes to the financial statements




2012-2013

52



31st March 2013`


`

(A) CASH FLOW FROM OPERATING ACTIVITYNet Profit before tax and Extra-ordinary items (2,29,13,398.59) (1,63,74,162.22)

Adjuistments for:

Depreciation 66,00,232.03 75,97,465.18

Interest Expenses 80,43,115.22 77,57,016.65

Interst Received (1,42,608.04) (1,33,268.73)

Dividend Received - (5,000.00)

Operating profit before Working Capital changes (84,12,659.38) (11,57,949.12)

Adjuistments for:

Decrease/(Increase) in Trade & Other Receivables 1,00,23,100.65 (1,03,09,332.16)

Decrease/(Increase) in Inventories 18,18,481.46 14,393.16

Loans & Advances (3,62,285.32) 7,54,565.01

Increase/(Decrease) in Trade & Other Payables (17,58,984.45) 56,53,891.00

Cash generated from operations 13,07,652.96 (50,44,432.11)

Taxes Paid - -

Cash flow before extra-ordinary items 13,07,652.96 (50,44,432.11)

Exceptional Items - -

Misc. Expenses Writtern off - (8,69,864.40)

Net Cash Flow from Operating Activity 13,07,652.96 (59,14,296.51)(B) CASH FLOW FROM INVESTTING ACTIVITY

(Purchase) of Fixed Assets (27,76,564.08) (7,59,636.45)

Interest Reveived 1,42,608.04 1,33,268.73

Dividend Received - 5,000.00

Net Cash Flow from Investing Activity (26,33,956.04) (6,21,367.72)(C) CASH FLOW FROM FINANCING ACTIVITY

Proceeds from/(Repayment of) Borrowings (Net) 86,12,725.09 (72,59,351.88)

Proceeds from issue of Equity Shares - 93,43,710.00

Share Premium Received on issue of Equity Shares - 1,01,28,581.64

Interest and Finance charges paid (80,43,115.22) (77,57,016.65)

Net Cash Flow from Financing Activity 5,69,609.87 44,55,923.11 (D) NET INCREASE IN CASH AND CASH EQUIVALENT (7,56,693.21) (20,79,741.12)

(Refer to Cash & Bank Balance

Cash and Cash Equivalent as on 01-04-2012 9,23,962.94 30,03,704.06 Cash and Cash Equivalent as on 31-03-2013 1,67,269.73 9,23,962.94

Note: figures in bracket represent Cash Outflow and without bracket Cash Inflow





53

Note 1 - Disclosure pursuant to Note no. 6(A)(a,b & c) of Part I of Schedule VI to the Companies Act, 1956Share Capital As at 31st March 2013 As at 31st March 2012

Nos Amount Nos AmountAuthorisedEquity Shares of ` 10 each 40,00,000 4,00,00,000.00 40,00,000 4,00,00,000.00

Preference Shares of ` 10 each 10,00,000 1,00,00,000 .00 10,00,000 1,00,00,000 .00

Total 50,00,000 5,00,00,000.00 50,00,000 5,00,00,000.00Issued, Subscribed & Fully Paid UpEquity Shares of ` 10 each 21,39,974 2,13,99,740.00 21,39,974 2,13,99,740.00

Note 1A - Disclosure pursuant to Note no. 6(A)(d) of Part I of Schedule VI to the Companies Act, 1956Particulars Equity Shares


Shares outstanding at the beginning of the year 21,39,974 2,13,99,740.00 12,05,603 1,20,56,030 .00

Shares Issued during the year - - 9,34,371 93,43,710.00

Shares outstanding at the end of the year 21,39,974 2,13,99,740.00 21,39,974 2,13,99,740.00

Note 1B - Disclosure pursuant to Note no. 6(A)(f) of Part I of Schedule VI to the Companies Act, 1956Out of Equity and Preference shares issued by the Company, shares held by its holding company, ultimate holding company and their subsidiaries/associates are as below:

Particulars Nature of Relationship As at As at31st March 2013 31st March 2012

Nos NosEquity Shares :

Holding Company 16,75,689 16,75,689 Dhanada Corporation Ltd.

Dhanada Holdings Pvt. Ltd. Ultimate Holding Company 4,64,235 4,64,235

Total 21,39,924 21,39,924

Note 1C - Disclosure pursuant to Note no. 6(A)(g) of Part I of Schedule VI to the Companies Act, 1956 (if more than 5%)Name of Shareholder Equity Shares



held% of holding

Dhanada Corporation Ltd. 16,75,689 78.30 16,75,689 78.30

Dhanada Holdings Pvt. Ltd. 4,64,235 21.69 4,64,235 21.69

Total 21,39,924 99.99 21,39,924 99.99


2012-2013

54


Note 2 - Disclosure pursuant to Note no. 6(B) of Part I of Schedule VI to the Companies Act, 1956

Reserves & Surplus As at 31st March 2013


a. Securities Premium Account Opening Balance 4,95,83,613.94 3,94,55,032.30 Add : Securities premium credited on Share issue - 1,01,28,581.64 Less : Premium Utilised for various reasons - - Premium on Redemption of Debentures - - For Issuing Bonus Shares - - Closing Balance 4,95,83,613.94 4,95,83,613.94

b. SurplusOpening balance (3,88,04,313.30) (2,63,87,528.73)(+) Net Profit/(Net Loss) For the current year (1,59,41,237.60) (1,24,16,784.57)Closing Balance (5,47,45,550.90) (3,88,04,313.30)

Total (a+b) (51,61,936.96) 1,07,79,300.64

Note 3 - Disclosure pursuant to Note no. 6(C) of Part I of Schedule VI to the Companies Act, 1956

Long Term Borrowings As at 31st March 2013


SECURED LOANS Vehicle Loan - 1,76,978.00 Hypothecated to Saraswat Bank Terms of Repayment - 5 years from 2008-09 Rate of Interest - 10.50%

Term loan - Saraswat Bank 1,11,64,358.68 1,97,16,000.00 Term loan - Saraswat Bank 7,04,239.00 12,84,000.00 Secured by hypothecation/ mortgage of Factory Building, Imported Machinery, Other P & M Electrical equipment, Dies Moulds etc and futher guaranteed by directors in their personal capacity Terms of Repayment - 6 years from 2009-10 Rate of Interest - 14.50% (PLR + 0.5%)

UNSECURED LOANS Dhanada Corporation Ltd - Holding Company 1,57,30,166.63 - Dhanada Education Pvt Ltd - Associate Company 3,28,600.00 -

Total 2,79,27,364.31 2,11,76,978.00

Note 4 - Disclosure pursuant to Note no. 6(D)(b) of Part I of Schedule VI to the Companies Act, 1956

Other Long Term Liabilities As at 31st March 2013


Sales Tax Payable for F.Y. 2004-05 6,99,000.00 6,99,000.00 Total 6,99,000.00 6,99,000.00

Note 5 - Disclosure pursuant to Note no. 6(E) of Part I of Schedule VI to the Companies Act, 1956

Long Term Provisions As at 31st March 2013


Gratuity Payable 1,47,712.00 4,05,005.00 Total 1,47,712.00 4,05,005.00



55

Note 6 - Disclosure pursuant to Note no. 6(G) of Part I of Schedule VI to the Companies Act, 1956Current Liabilities As at


31st March 2012 4[a] Short Term Borrowings Cash Credit - Saraswat Bank 71,61,001.20 67,91,924.73 Secured by Hypothication of Stock, Receivables and further guaranteed by directors in their personal capacity

Overdraft Facility Against Fixed Deposit - HDFC Bank 8,62,086.99 -

Vehicle Loan 2,15,274.00 3,53,957.00 Hypothecated to Saraswat Bank Terms of Repayment - 5 years from 2008-09 Rate of Interest - 10.50%

Term loan - Saraswat Bank 1,03,51,000.00 96,52,962.68 Term loan - Saraswat Bank 6,73,000.00 6,01,179.00 Secured by hypothecation/ mortgage of Factory Building, Imported Machinery, Other P & M, Electrical equipment, Dies Moulds etc and futher guaranteed by directors in their personal capacity Terms of Repayment - 6 years from 2009-10. Rate of Interest - 14.50% (PLR + 0.5%)

Total 1,92,62,362.19 1,74,00,023.41

4[b] Trade Payables 79,85,698.38 1,13,85,258.25

4[c] Other Current Liabilities Profession Tax Payable 2,350.00 2,675.00 TDS Payable 3,02,507.37 1,39,724.37 VAT/CST Payable 20,80,081.15 19,75,394.00

Property Tax Payable 39,039.00 -

Interest payable on sales tax dues 8,46,748.00 6,33,073.00

ESI Payable 4,242.00 7,746.00 Salary & Wages Payable 5,66,295.78 4,44,294.72 Provident Fund Payable 17,942.00 17,520.00 Other Payables 10,44,067.60 11,65,841.00

Total 49,03,272.90 43,86,268.09

4[d] Short term Provisions Administrative Service Charges Payable - 1,80,000.00 Electricity Expenses Payable 2,40,970.00 1,32,690.00 Interest Payable on loans 20,89,482.24 6,36,423.63 Water Charges payable - 475.00

Total 23,30,452.24 9,49,588.63

Note 8 - Disclosure pursuant to Note no. 6(M) of Part I of Schedule VI to the Companies Act, 1956Other Non Current Assets As at


31st March 2012 Fixed Deposit with HDFC 10,00,000.00 10,00,000.00 Accrued Interest - HDFC Bank Fixed Deposit 4,37,112.83 3,20,762.51 Security Deposit with MIDC 1,686.00 1,686.00 Security Deposit with MSEB 1,460.00 1,460.00 Vat Refund Receivable F.Y. 2008-09 8,45,266.27 8,45,266.27

Total 22,85,525.10 21,69,174.78


2012-2013

56


Note

7 -

Disc

losu

re p

ursu

ant t

o No

te n

o. 6

(I) a

nd 6

(J) o

f Par

t I o

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edul

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to th

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mpa

nies

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, 195

6

Fixed

Ass

ets

Gros

s Bl

ock

Accu

mul

ated

Dep

reci

atio

nNe

t Blo

ck

As at

31

st Ma

rch 2

012

Addit

ions

Disp

osals

As at

31

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rch 20

13As

sets

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lued

includ

ed in

Gr

oss B

lock

As at

31

st Ma

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arge

able

W.D.

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ing

Balan

cePr

orata

on

addit

ions

durin

g the

year

Total

de

prec

iation

for

curre

nt Ye

ar

Amor

tisati

on

durin

g the

Year

As at

31

st Ma

rch 20

13As

at

31st

March

2012

As at

31

st Ma

rch 20

13

23

45=

(2+3

-4)

67

8=(5

-6-7

)9=

(2-6

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=9+1

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13=(

7+11

+12)

14=(

2-7)

15=(

5-13

)

aTa

ngibl

e Ass

ets

1La

nd 1

6,05

,612

.00

- -

16,

05,6

12.0

0 1

2,00

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.00

- -

- -

- -

- 1

6,05

,612

.00

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0

2Fa

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g 1

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- 1

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77.6

5 1

8,00

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.00

33,

60,9

86.6

6 6

5,64

,190

.99

6,5

6,41

9.10

-

6,5

6,41

9.10

-

40,

17,4

05.7

5 8

3,64

,190

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77,

07,7

71.9

0

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re &

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ures

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7,01

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-

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151.

90

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7,86

2.61

2

0,78

6.26

-

20,

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26

- 1

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16

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7,86

2.61

1

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34

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ts 6

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0 2

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8 6

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0,54

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52,

56,2

80.6

0 1

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230.

88

54,

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11.4

9 -

2,9

4,60

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4,1

1,72

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3,8

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5Ve

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4,03

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34,

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6 -

21,

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7 1

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1,9

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1,9

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-

23,

20,8

47.7

8 1

2,73

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10,

82,3

33.3

8

Total

8,23

,08,18

6.41

27,63

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8 -

8,50

,71,89

3.49

95,25

,000.0

0 2,

96,84

,864.6

0 4,

54,56

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9 61

,24,48

5.97

1,49

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8 62

,73,71

6.86

- 3,

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5 5,

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1 4,

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5

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2 1

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17

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25

Total

22,02

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0 12

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0 -

22,15

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0 -

14,70

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8 7,

44,57

9.42

1,69

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5 7,

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2 1,

76,51

5.17

1,50

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0 17

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7.75

7,31

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2 4,

18,06

4.25

GRAN

D TO

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8,45,1

0,651

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8 -

8,72,8

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1,55,6

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6.31

62,93

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2 1,

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2.60

64,50

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3 1,

50,00

0.00

3,77,5

5,839

.20 5

,33,55

,044.2

3 4,9

5,31,3

76.80



57

Note 9 - Disclosure pursuant to Note no. 6(O) of Part I of Schedule VI to the Companies Act, 1956Inventories As at


31st March 2012a. Raw Materials and components (Valued at Cost price) 9,48,456.50 20,44,453.35

b. Goods-in transit - -

Sub total 9,48,456.50 20,44,453.35 c. Work-in-progress (Valued at Material + Labour) 12,09,668.88 19,32,153.49

d. Goods-in transit

Sub total 12,09,668.88 19,32,153.49 Total 21,58,125.38 39,76,606.84

Note 10 - Disclosure pursuant to Note no. 6(P) of Part I of Schedule VI to the Companies Act, 1956Trade Receivable As at


31st March 2012Trade receivables outstanding for a period less than six months from the date they are due for payment

Unsecured, considered good 25,03,916.88 1,22,75,850.97

25,03,916.88 1,22,75,850.97 Trade receivables outstanding for a period more than six months from the date they are due for payment

Unsecured, considered good - 2,51,166.56

- 2,51,166.56 Total 25,03,916.88 1,25,27,017.53

Note 11 -Disclosure pursuant to Note no. 6(Q) of Part I of Schedule VI to the Companies Act, 1956Cash and cash equivalents As at


31st March 2012A. Balances with banks

(a) Fixed Deposits with Bank:

Fixed Deposit with Saraswat Bank 1,25,709.00 1,25,709.00

(b) Bank balances:

HDFC Bank Ltd - 7,75,958.01

HDFC Bank Ltd. (Corporate Account) 144.97 4,380.86

B. Cash on hand 41,415.76 17,915.07

Total 1,67,269.73 9,23,962.94

Note 12 -Disclosure pursuant to Note no. 6(S) of Part I of Schedule VI to the Companies Act, 1956Other Current Assets As at


31st March 2012 Accrued Interest - Saraswat Bank Fixed Deposit 47,101.00 33,771.00

Advance to Supplier 1,78,778.23 -

Prepaid Insurance 33,944.00 40,527.00

Advance to Staff 17,916.52 20,084.96

Excise Duty 23,12,040.49 23,45,884.51

TDS Receivable 2,24,236.30 1,27,814.58

Total 28,14,016.54 25,68,082.05


2012-2013

58


Note 13 - Revenues from OperationsParticlars Year ended

31st March 2013Year ended

31st March 2012Sale of products 2,32,67,118.33 3,64,14,420.40

Sale of services (Job Work) 3,65,858.00 2,15,774.45

Less: Excise duty 26,98,023.00 35,64,861.00

Total 2,09,34,953.33 3,30,65,333.85

Note 14 - Other IncomeParticlars Year ended


31st March 2012Interest on Bank Fixed Deposit 1,42,608.04 1,33,268.73

Dividend Received - 5,000.00

Creditors written back 72,731.63 11,19,102.26

Interest on Income Tax Refund Received 5,418.00 5,913.00

Profit from derivative trading 42,662.91 -

Total 2,63,420.58 12,63,283.99

Note 15 - Cost of Material ConsumedParticlars Year ended


31st March 2012RAW MATERIALS CONSUMEDOpening Stock of Raw Material 20,44,453.35 31,01,000.00

Add : Purchases of Raw Material 1,68,55,865.19 2,34,48,998.99

Less : Closing Stock of Raw Material 9,48,456.60 20,44,453.35

Raw Materials Consumed 1,79,51,861.94 2,45,05,545.64

Note 16 - Change in Inventory of WIPParticlars Year ended


31st March 2012Opening Stock of WIP 19,32,153.49 8,90,000.00

Closing Stock of WIP 12,09,668.88 19,32,153.49

(Increase) / Decrease in Inventory of WIP 7,22,484.61 (10,42,153.49)

Note 17 - Employee Benefit ExpensesParticlars Year ended


31st March 2012Salaries and incentives 29,47,567.28 29,95,024.40

Employers' Contributions to Provident Fund 1,16,963.00 1,66,208.00

Employers' Contributions to ESIC 64,314.00 96,126.72

Gratuity - 2,46,575.00

Bonus 1,74,344.00 3,47,051.00

Total 33,03,188.28 38,50,985.12



59

Note 18 - Financial CostParticlars Year ended


31st March 2012

Interest on Bank Overdraft 63,980.98 53,227.65

Interest on C.C. 13,41,173.00 12,60,296.00

Interest on Car Loan 43,064.00 79,730.00

Interest on Term loan 40,58,906.00 50,17,315.00

Interest on Late Pyment of Taxes 2,14,344.00 6,40,419.00

Interest on unsecured Loans 23,21,647.24 7,06,029.00

Total 80,43,115.22 77,57,016.65

Note 19 - Other ExpensesParticlars Year ended


31st March 2012

Consumable - Oil & Lubricants 1,58,660.97 4,28,381.70

Consumable : Electrical & Hardware & Others 4,58,586.40 4,72,925.73

Electricity Charges 15,89,250.00 14,42,940.00

Octroi 2,42,532.00 -

Transport Charges 3,83,010.00 -

Preliminary Expenses - 8,69,864.40

Contract Labour & Security charges 31,28,310.73 15,68,118.64

Consultation & Professional Charges 1,73,905.00 6,17,497.60

Payments to auditors

- Statutory Audit 67,416.00 55,150.00

- Tax Audit 28,090.00 22,060.00

- Other Matters 24,494.00 27,022.00

Repairs & Maintenance 3,19,421.50 4,41,763.50

Other Expenses 9,17,213.82 20,88,197.39

Total 74,90,890.42 80,33,920.96


2012-2013

60


DISCLOSURE OF ACCOUNTING POLICIES AND NOTES TO THE ACCOUNTS FOR THE YEAR ENDED ON 31ST MARCH 2013

1. BASIS OF ACCOUNTINGa. The Company except under significant and uncertain circumstances follows the mercantile system of

accounting and recognizes income and expenditure on accrual basis.b. The financial statements are based on historical costs. These costs are not adjusted to reflect the impact of

the changing value in the current purchasing power of money.

2. FIXED ASSETS Fixed assets are stated in the accounts at cost of acquisition.

3. DEPRECIATION Depreciation on additions to the Fixed Asset during the year has been provided on pro rata basis and on the

opening balance on WDV method at the rates prescribed under the Income Tax Rules.

4. INVENTORIES a. Raw material : At cost worked out on the basis of last purchase price. b. Work in Process : At material cost plus overheads.

5. REVENUE RECOGNITION Sales are recognized when goods are invoiced on dispatch to customers and are net of excise, sales tax and

goods returned.

Income from derivatives comprises profit/loss on equity derivative instruments.

Profit/Loss on equity derivative transactions is accounted for as explained below:

“Equity Index/Stock Option Premium Account” represents premium paid or received for buying or selling the options, respectively.

Derivatives positions are determined on a Portfolio basis with net unrealized losses being recognized in the Statement of Profit and Loss. Unrealized gains (on portfolio basis) are not recognized in the Statement of Profit and Loss on grounds of prudence as enunciated in Accounting Standard - 1, Disclosure of Accounting Policies.

6. RETIREMENT BENEFITS Contributions to the provident fund are made in accordance with the rules and are expensed to revenue as

incurred.

Liability towards gratuity has been provided in the books on actuarial basis.

Company has not provided for leave encashment benefits.

7. EVENTS OCCURING AFTER BALANCE SHEET DATE No significant events, which could affect the financial position as on 31st March 2013, have been reported by the

Company after balance sheet date till signing of the report.

8. FOREIGN CURRANCY TRANSACTIONS There are no foreign currency transactions.

9. INTANGIBLE ASSETS (AS – 26) In Financial Year 2005-2006, the Company has decided to amortize Goodwill acquired during the acquisition of

Malkan Engineering over ten years from the year 2005-2006. Accordingly, 10% of Goodwill has been written off to Statement of Profit and Loss pursuant to provisions of AS – 26.

10. BORROWING COST Borrowing costs attributable to the acquisition of a qualifying asset, as defined in AS -16, are capitalized as part of

the cost of acquisition. Other borrowing costs are expensed as incurred.

11. INVESTMENTS The Company has policy to carry all the investments at cost; however, the Company does not have any investment

as on 31st March 2013.

12. RELATED PARTY DISCLOUSERS Disclosure of transactions with related party as per AS-18 has been given separately.

Sr. No.

Name of the Party Nature of Transaction OpeningBalance

Addition during the year

(Payment)/Receipt during the year

Closing Outstanding

1 Dhanada Corporation Ltd. (Holding Company) Unsecured Loan Taken - 2,40,82,743.00 Cr. 83,52,576.37 Dr. 1,57,30,166.63 Cr.

2 Dhanada Corporation Ltd. (Holding Company) Interest Payable 6,36,423.63 Cr. 22,40,950.52 Cr. 8,60,518.63 Dr. 20,16,855.52 Cr.

3 Dhanada Education Pvt Ltd. (Associate Company)

Unsecured Loan Taken - 7,98,000 Cr. 4,69,400.00 Dr. 3,28,600.00 Cr.

4 Dhanada Education Pvt Ltd. (Associate Company)

Interest Payable - 80,697 Cr. 8,070.00 72,626.72 Cr.

5 Dhanada Holding Pvt. Ltd. Office Rent / Admin. Charges 1,80,000.00 Cr. - - 1,80,000.00 Cr.



61

13. MANAGRIAL REMUNERATION During the current year, the Company has paid maneagrial remuneration of ` 6,00,000.00.

14. PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS The Provisions for all known liabilities are adequate except to the extent stated otherwise and is not in excess of

the amount considered necessary.

Contingent Liability is disclosed in case of,a. a present obligation arising out of past events, when it is not probable that an outflow of resources will be

required to settle the obligation.b. a present obligation when no reliable estimate is possible.c. a possible obligation arising out of past events where the probability of outflow of resources is not remote.

Contingent assets are neither recognized nor disclosed.

Contingent liabilities (to the extent not provided for) such as claims against the Company not acknowledged as debt, guarantee and other money for which the Company is contingently liable are NIL (previous year NIL)

Commitments such as estimated amount of contracts remaining to be executed on capital account and not provided for are NIL (previous year NIL)

Provisions, Contingent Liabilities and Contingent Assets are reviewed at each Balance Sheet date.

15. DEFERRED TAX The Company has Deferred Taxes, which result from the timing difference in Book Profits and Tax Profits as under:

Particulars Arising During the Year 2012-13 Balance Carried as at 2011-12Deferred Tax Asset :(a)Depreciation 92,72,808 73,39,995(b)Business Loss 1,07,60,627 57,21,279

Total 2,00,33,435 1,30,61,274Deferred Tax Liability : Nil Nil

Total Nil NilNet Deferred Tax (Liability) / Assets 2,00,33,435 1,30,61,274

16. The Company has requested its suppliers to confirm the status as to whether they are covered under the Micro, Small and Medium Enterprises Development Act, 2006. In the absence of confirmations from the suppliers, disclosures, if any, relating to unpaid amount as at the year end together with interest paid / payable as required under the said Act have not been given.

17. The figures of the previous period have been regrouped and rearranged, wherever required, to make them comparable with the figures of the current year.

18. There is no change in any of the accounting policy followed by the Company during the year.

For A. P. Dhavalikar & Co. For and on behalf of the Board of Directors(Chartered Accountants(Firm Registration No. 102486W)

A. P. Dhavalikar Ramesh R. Havele Nitin G. Pargaonkar(Proprietor) Chairman Managing DirectorM. No. 032946

Place : Pune Veena R. Havele Shreeniwas G. KaleDate : 30th May 2013 Director Director


2012-2013

62



DHANADA EDUCATION PRIVATE LIMITED(A Subsidiary Company)

Dhanada Education Private Limited (a Subsidiary Company)


63

company profile

Board of Directors Ramesh Havele, Chairman

Veena HaveleShreeniwas Kale

Auditors M. G. Kelkar & Co., Chartered Accountants

Bankers HDFC Bank Ltd.

Registered &Corporate Office

‘Dhanada’, 16/6, Erandwana Housing Society,Plot No. 8, Patwardhan Baug, Pune 411 004. IndiaTelefax : +91-20-25462408, 25460661


Website www.dhanadaedu.com


2012-2013

64


contents



Balance Sheet 68






65

To,The Members,Dhanada Education Private Limited

The Directors of your Company present the 5th Annual Report of the Company together with the Audited statements of accounts for the year ended on 31st March 2013.

Financial Performance (in ` Lacs)

Particulars 2012 – 2013 2011 – 2012 Revenue 3.93 0.00

Other Income 1.48 0.02

Profit / (Loss) before Tax (62.20) (4.83)

Provision for Tax 0.00 0.00

Profit / (Loss) after Tax (62.20) (4.83)

Balance carried to Balance Sheet (62.20) (4.83)

During the year, the Company commenced the activities of providing education and training on a moderate scale. The Company acquired large premises on rental basis, located in a central place in Pune. It established two well equipped classrooms in the said premises. It has started conducting physical courses from the said premises. The Company has finalized various course contents and engaged quality trainers. It has entered into MOUs with reputed organizations for offering their certificate courses.

The Company has incurred losses during the year, the major reason being the rent for the premises. The Company needs to increase its scale of operation to utilize the premises fully. However, shortage of funds and other administrative constraints have restrained the growth of the Company.

However, the field of education, especially on-line education, holds lot of potential and the management hopes to take its full benefit in the years to come.

Subsidiary Status

The Company is a subsidiary of Dhanada Corporation Limited with effect from 25th May 2011. As Dhanada Corporation Limited is a public limited company, your Company is also deemed to be a public company under the Companies Act, 1956.

Dividend

In view of losses, the Board of Directors does not recommend any dividend for the year ended on 31st March 2013.

Directors

Mr. Ramesh R. Havele retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Your Directors recommend his re-appointment.

Fixed Deposits

The Company has not accepted deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and the rules framed there under.

Auditors

M/s. M. G. Kelkar and Co., Chartered Accountants, Pune will retire in the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Inflow and Outgo

The Company is in the business of education and training, hence the use of energy in the operation of the Company is not very significant. The Company has neither purchased within India nor imported any technology from aboard.

Foreign Exchange Inflow and Outgo – NIL.

DIRECTORS’ REPORT


2012-2013

66


Employees

There was no employee receiving remuneration exceeding the limits prescribed under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as on date.

Directors’ Responsibility Statement

The Directors hereby confirm: 1. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper

explanation relating to material departures;

2. that the directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of the Company at the end of the financial year and of the profit or loss of the Company for the year;

3. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors had prepared the annual accounts on a going concern basis.

Acknowledgement

The Directors express their sincere thanks to the employees and Bankers for their continued support.

For and on behalf of the Board of Directors Dhanada Education Private Limited

Place: Pune Ramesh R. HaveleDate : 30th May 2013 Chairman



67

To,The Members of Dhanada Education Private Limited,

We have audited the accompanying financial statements of Dhanada Education Private Limited (“the Company) which comprises the Balance Sheet as at 31st March, 2013 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial StatementsManagement is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards of Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, the said financial statements give the information required by the Companies Act 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: -

(a) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March 2013 and(b) In the case of Statement of Profit and Loss, of the Loss of the Company for the year ended on that date, and(c) In case of the Cash Flow statement, of the cash flows for the year ended on that date.

Report on the Other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report) Order, 2003; as amended by ‘the Companies (Auditor’s Report)

(Amendment) Order, 2004’, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, (hereinafter referred to as the “Order”) we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227 (3) of the Act, we report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books.

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

d) In our opinion the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with this report comply with the accounting standards referred to Sub Section 3(C) of Section 211 of the Act.

e) On the basis of written representations received from the Directors as on 31st March, 2013 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2013 from being appointed as a Director in terms of Clause (g) of sub-section (1) of Section 274 of the Act.

For M/s. M. G. Kelkar & Co. Chartered Accountants (Firm Registration No. 116449W) Place: Pune Mukund G. KelkarDate: 30th May 2013 Proprietor Membership No. 036267



2012-2013

68


ANNEXURE TO THE AUDITOR’S REPORT

(Referred to paragraph 5 of our Report of even date to the members of Dhanada Education Private Limited as at and for the year ended 31st March 2013).

(i) (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, the Management during the year as at March 31, 2013; conducted physical verification of all fixed assets. No material discrepancies were noticed on such verification.

(c) There was no disposal of a substantial part of Fixed Assets during the year.

(ii) (a) There is no Stock of either raw material or work-in progress in the Company’s custody.

(b) As there is no stock of raw material or work-in progress, there is no question of following the procedures of physical verification of stocks.

(c) As there is no stock of raw material or work-in progress, the question of maintaining proper records of inventory does not arise.

(iii) (a) The Company has granted unsecured loan, to associate Company – Dhanada Engineering Private Ltd., covered in the register maintained under section 301 of the Act, the outstanding balance at the year end was ` 3,28,600.00.

(b) The Rate of Interest and other terms and conditions of loan are prima facie not prejudicial to the interest of the Company.

(c) The provisions of clause 4 (iii) (c) of repayment of principal amount and interest are not applicable as there are no stipulations regarding repayment thereof.

(d) Out of the amount of Loan given and taken by the Company to / from the Companies covered u/s 301 of the Act, there is no overdue amount which is above ` 1 lacs and as such the provisions of clause 4 (iii) (d) of the said order are not applicable.

(e) The Company has taken loan from Holding Company – Dhanada Corporation Limited, covered in the register maintained u/s 301 of the Act, the outstanding balance at the year end was ` 61,18,868.00

(f) The Rate of Interest and other terms and conditions of loan are prima facie not prejudicial to the interest of the Company.

(g) There are no specific stipulations about repayment of principal amount of loan taken and interest thereon.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regards to fixed assets and sale of services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system.

(v) (a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956; if any, have been so entered.

(b) According to the information and explanations given to us, there is no transaction referred to in section 301 of the Act, in excess of ` 5 lacks in respect of any party and hence the question of reasonable prices in respect of such transactions regards to the prevailing market prices does not arise.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public during the period covered by our audit report.

(vii) In our opinion, the Company has no need of an internal audit system considering the size and nature of its business.

(viii) The Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956, for the Company.

(ix) (a) According to the information and explanations given to us, the Company has generally been regular in depositing undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, excise duty, and any other material statutory dues as may be applicable to it, with the appropriate authorities.



69

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31st March 2013; for a period of more than six months from the date they became payable.

(x) The Company has accumulated losses as on 31st March 2013 as well as on 31st March 2012. Further the Company has also incurred cash losses during the financial year covered by our audit and also in the immediately preceding financial year. The Net Worth of the Company has been completely eroded and the same is negative as on the year end date.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to bank. There are no dues to financial institution and the Company has no debenture holders.

(xii) According to the information and explanations given to us and based on documents and records produced to us, the Company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, the provisions of Clause 4 (xi) of the Order are not applicable to the Company.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/ society. Therefore, the provisions of clause 4 (xiii) of the Order, are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Order, are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given guarantee for loans taken by Associate or Holding Company, from banks or financial institutions therefore provisions of clause 4 (xv) of the order are not applicable to Company.

(xvi) In our opinion and according to the information and explanations given to us, the term loans availed by the Company have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short – term basis have been used for long term investment and vice – versa.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies act, 1956. Accordingly provisions of Clause 4 (xviii) of the Order are not applicable to the Company.

(xix) According to the information and explanations given to us, the Company has not issued any secured debentures during the period covered by our report and has not any outstanding debentures during the year. Accordingly, the provisions of clause 4 (xix) of the Order, are not applicable.

(xx) During the period covered by our audit report, the Company has not raised any money through public issues. Accordingly, the provisions of Clause 4 (xx) of the Order are not applicable to the Company.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been notices or reported during the year, nor have we been informed of any such case by the Management.

For M/s. M. G. Kelkar & Co. Chartered Accountants (Firm Registration No. 116449W)

Place: Pune M. G. KelkarDate: 30th May 2013 Proprietor Membership No. 036267


2012-2013

70



31st March 2013`


`I. EQUITY AND LIABILITIES(1) Shareholder's Funds(a) Share Capital 1 2,25,400.00 2,25,400.00(b) Reserves and Surplus 2 (74,63,779.32) (12,44,071.44)(c) Money received against share warrants - -

(2) Share application money pending allotment - -

(3) Non-Current Liabilities - -(a) Long-term borrowings - -(b) Deferred tax liabilities (Net) - -(c) Other Long term liabilities - -(d) Long term provisions 3 7,000.00 7,000.00

(4) Current Liabilities - -(a) Short-term borrowings 4 71,63,405.67 -(b) Trade payables 5 15,02,716.97 10,92,495.49(c) Other current liabilities 6 11,16,661.60 1,500.00(d) Short-term provisions 7 4,95,097.66 -

Total 30,46,502.58 82,324.05II. ASSETS(1) Non-current assets(a) Fixed assets 8 (i) Tangible assets 4,94,844.95 46,158.75 (ii) Intangible assets 13,170.41 15,926.02 (iii) Capital work-in-progress - - (iv) Intangible assets under development - -(b) Non-current investments - -(c) Deferred tax assets (net) - -(d) Long term loans and advances 9 8,75,000.00 -(e) Other non-current assets - -

(2) Current assets(a) Current investments - -(b) Inventories - -(c) Trade receivables 10 81,355.00 -(d) Cash and cash equivalents 11 10,00,162.00 2,630.51(e) Short-term loans and advances 12 4,10,326.85 -(f) Other current assets 13 1,71,643.37 17,608.77

Total 30,46,502.58 82,324.05Significant Accounting Policies 19 A

Notes on Accounts 19 B

As per our report of even date For M/s. M. G. Kelkar & Co. For and on behalf of the Board of Directors Chartered Accountants (Firm Registration No. 116449W) M. G. Kelkar Ramesh R. Havele Mrs. Veena R. HaveleProprietor Chairman DirectorMembership No. 036267 Place : Pune Shreeniwas G. Kale Date : 30th May 2013 Director




71


31st March 2013`


`

I. Revenue from operations 14 3,92,928.00 -

II. Other Income 15 1,48,035.10 1,974.65

III. Total Revenue (I + II) 5,40,963.10 1,974.65

IV. Expenses:

Cost of materials consumed - -

Changes in inventories of work-in-progress - -

Employee benefit expense 16 15,12,343.66 -

Financial costs 17 7,79,837.73 2,703.00

Depreciation and amortization expenses 8 1,55,283.40 48,139.20

Other expenses 18 43,13,206.19 4,34,337.00

Total Expenses 67,60,670.98 4,85,179.20

V. Profit/(Loss) before exceptional and extraordinary items and tax (III - IV) (62,19,707.88) (4,83,204.55)

VI. Exceptional Items - -

VII. Profit/(Loss) before extraordinary items and tax (V - VI) (62,19,707.88) (4,83,204.55)


IX. Profit/(Loss) before tax (VII - VIII) (62,19,707.88) (4,83,204.55)

X. Tax expense:

(1) Current tax - -

(2) Deferred tax - -

XI. Profit/(Loss) for the perid from continuing operations (IX-X) (62,19,707.88) (4,83,204.55)




XV. Profit/(Loss) after tax for the period (XI + XIV) (62,19,707.88) (4,83,204.55)

XVI. Earning per equity share: Basic and Diluted (275.94) (23.67)


Notes on Accounts 19 B




2012-2013

72



31st March 2013`



Net Profit before tax and Extra-ordinary items (62,19,707.88) (4,83,204.55)Adjuistments for:Depreciation 1,55,283.40 48,139.20 Interest Expenses 7,12,269.60 2,703.00 Interst Received (1,48,034.60) -Dividend Received - -Operating profit before Working Capital changes (55,00,189.48) (4,32,362.35)Adjuistments for:Decrease/(Increase) in Trade & Other Receivables (81,355.00) -Decrease/(Increase) in Inventories - -Loans & Advances (14,39,361.45) 32,905.35 Increase/(Decrease) in Trade & Other Payables 20,20,480.74 1,71,177.00 Cash generated from operations (50,00,425.19) (2,28,280.00)Taxes Paid - - Cash flow before extra-ordinary items (50,00,425.19) (2,28,280.00)Exceptional Items - -(Profit)/Loss on Disposal of Fixed Assets (Net) - -Misc. Expenses Writtern off - 1,05,863.00 Net Cash Flow from Operating Activity (50,00,425.19) (1,22,417.00)

(B) CASH FLOW FROM INVESTTING ACTIVITY(Purchase) of Fixed Assets (6,01,213.99) -Sale of Fixed Assets - -(Purchase) of Investments - -Sale of Investments - -Interest Reveived 1,48,034.60 -Dividend Received - -Net Cash Flow from Investing Activity (4,53,179.39) -

(C) CASH FLOW FROM FINANCING ACTIVITYProceeds from/(Repayment of) Borrowings (Net) 71,63,405.67 -Proceeds from issue of Equity Shares - 1,25,400.00 Share Premium Received on issue of Equity Shares - -Interest and Finance charges paid (7,12,269.60) (2,703.00)

Net Cash Flow from Financing Activity 64,51,136.07 1,22,697.00 (D) NET INCREASE IN CASH AND CASH EQUIVALENT 9,97,531.49 280.00

(Refer to Cash & Bank Balance)

Cash and Cash Equivalent as on 01-04-2012 2,630.51 2,350.51 Cash and Cash Equivalent as on 31-03-2013 10,00,162.00 2,630.51

Note: Figures in bracket represent Cash Outflow and without bracket Cash Inflow





73


Nos Amount Nos AmountEquity shares of ` 10/- each with voting rights 20,00,000 2,00,00,000.00 20,00,000 2,00,00,000.00

(B) Issued, Subscribed and Fully Paid UpPerticulars As at 31st March 2013 As at 31st March 2012

Nos Amount Nos AmountEquity shares of ` 10/- each with voting rights 22,540 2,25,400.00 22,540 2,25,400.00



Shares outstanding at the beginning of the year 22,540 2,25,400.00 10,000 1,00,000.00 Shares Issued during the year - - 12,540 1,25,400.00 Shares outstanding at the end of the year 22,540 2,25,400.00 22,540 2,25,400.00

(D) Share Capital held by Holding CompanyParticulars Nature of Relationship As at


31st March 2012Nos Nos

Equity Shares:Dhanada Corporation Limited Holding Company 12500 12500

Total 12,500 12,500




held% of holding

Dhanada Corporation Limited 12,500.00 55.46 12,500.00 55.46 Ramesh R.Havale 5,000.00 22.18 5,000.00 22.18 Mrs. Veena R. Havele 5,000.00 22.18 5,000.00 22.18

Total 22,500.00 99.82 22,500.00 99.82




SurplusOpening balance (12,44,071.44) (7,60,866.89)(+) Net Profit/(Net Loss) For the current year (62,19,707.88) (4,83,204.55)Closing Balance (74,63,779.32) (12,44,071.44)

Total (74,63,779.32) (12,44,071.44)


2012-2013

74


NOTE - 3 : LONG TERM PROVISIONSParticulars As at


31st March 2012 Income Tax Provision for F.Y. 2008-09 7,000.00 7,000.00

Total 7,000.00 7,000.00 NOTE - 4 : SHORT TERM BORROWINGSParticulars As at


31st March 2012 a. Secured Short Term Borrowings

Loan against FD from HDFC Bank Ltd. 9,07,756.70 - b. Unsecured Loans Dhanada Corporation Limited 61,18,868.00 - Havale Ramesh Ramchandra 1,36,780.97 -

Total 71,63,405.67 -

NOTE - 5 : TRADE PAYABLESParticulars As at


31st March 2012

Trade Payables for Services and Expenses 15,02,716.97 10,92,495.49

NOTE - 6 : OTHER CURRENT LIABILITIES Particulars As at


31st March 2012Statutory Liabilities Payable

TDS Payable - 2012-13 3,87,519.00 1,500.00TDS Payable on Salary 22,150.00 - Professional Tax Payable 12,575.00 -Interest PayableDhanada Corporation Ltd. - Interest Payable 6,41,042.60 -Advance Received from OthersAishwarya Marathe (Advance) 15,000.00 -Amol Shelar (Advance) 8,000.00 -Pranita Vaste (Advance) 11,875.00 -Satish Khandve (Advance) 1,500.00 -Vikrant Shah (Advance) 17,000.00 -

Total 11,16,661.60 1,500.00 NOTE - 7 : SHORT TERM PROVISIONS Particulars As at


31st March 2012 Audit Fees Payable 2,809.00 - Office Rent / Administrataive Charges Payable 1,98,000.00 - Electricity Expenses Payable 4,280.00 - PF Payable 22,758.00 - Salary & Wages Payable 2,67,250.66 -

Total 4,95,097.66 - NOTE - 9 : OTHER NON-CURRENT ASSETS Particulars As at


31st March 2012Atul S. Rakshe (HUF) Building Deposit 8,75,000.00 -

Total 8,75,000.00 -NOTE - 10 : TRADE RECEIVABLESParticulars As at


31st March 2012International Institute of Management Studies (IIMS) 55,605.00 -Mushir Khan 15,500.00 -Neeraj Musale 6,500.00 -Nikhil Kari 3,750.00 -

Total 81,355.00 -



75Dhanada Education Private Limited (a Subsidiary Company)

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2012-2013

76


NOTE - 11 : CASH AND CASH EQUIVALENT Particulars As at


31st March 2012A. Balances with Banks

HDFC Bank Ltd. - Current Account - 2,213.51 HDFC Bank Ltd. - Fixed Deposit 10,00,000.00 -B. Cash on Hand 162.00 417.00

Total 10,00,162.00 2,630.51

NOTE - 12 : SHORT TERM LOANS & ADVANCES Particulars As at


31st March 2012Just Dial Ltd. (Deposit) 4,655.00 -Mohan K. Date - Build. Deposit 1,000.00 -Dhanada Engineering Private Limited 3,28,600.00 -Prepaid Exp. - Lift AMC 12,400.85 -Prepaid Exp. - Monster Resume Access 63,671.00 -

Total 4,10,326.85 -

NOTE - 13 : OTHER CURRENT ASSETS Particulars As at


31st March 2012 TDS on Bank Interest FY 2008 - 09 17,608.77 17,608.77 TDS on Bank Interest FY 2012 - 13 14,803.76 - Ruchika Kashyap ( Advance for Exp.) 3,000.00 - Yogesh Kulkarni (Advance for Exp.) 3,000.00 - Accrued Interest - HDFC Bank (19195) 60,603.84 - Dhanada Engineering Ltd. - Interest Receivable 72,627.00 -

Total 1,71,643.37 17,608.77NOTE - 14 : REVENUE FROM OPERATIONSParticulars As at


31st March 2012Course Fees Received 3,92,928.00 -Less: Excise duty - -

Total 3,92,928.00 -

NOTE - 15 : OTHER INCOMEParticlars Year Ended

31st March 2013Year Ended

31st March 2012Creditors written back 0.50 0.65Interest on Income Tax Refund Received - 1,974.00Interest on Bank Fixed Deposit 67,337.60 -Interest Received on Loan 80,697.00 -

Total 1,48,035.10 1,974.65

NOTE - 16: EMPLOYEE BENEFIT EXPENSESParticlars Year Ended


31st March 2012Basic Salary and incentives 5,31,823.00 -Conveyance Allowance 86,944.00 -Dearness Allowance 2,90,258.33 -House Rent Allowance 2,90,258.00 -Leave Travel Allowance 69,065.00 -Local Travel Allowance 17,275.00 -Medical Allowance 56,988.00 -Other Allowances 95,112.00 -Stypend 30,561.00 -Books & Periodicals Allowance 41,559.33 -Arrears of Salary 2,500.00 -

Total 15,12,343.66 -



77

NOTE - 17 : FINANCIAL COSTParticlars Year Ended


31st March 2012Interest on Bank Overdraft 66,679.13 -Interest on Late Pyment of Taxes 889.00 2,703.00Interest on Loan Expenses 7,12,269.60 -

Total 7,79,837.73 2,703.00NOTE - 18 : OTHER EXPENSESParticlars Year Ended


31st March 2012Administrative Service Charges 2,24,000.00 2,25,120.00Advertisement Expenses 20,293.00 -AMC for Lift 8,750.13 -Bank Charges 337.08 -Computer Consumables & Stationery 21,865.00 -Electricity Charges 17,510.00 -Fuel Expenses 1,260.00 -Furniture Rent 24,503.00 -Housekeeping Expenses 28,978.00 -Miscellaneous & Entertainment Expenses 31,986.00 -Legal & Professional Charges 56,189.00 -Legal & License Fees 2,809.00 28,354.00Office Expenses 31,532.00 -Office Rent 27,60,077.00 75,000.00Postage & Courier Charges 480.00 -Printing & Stationery 1,15,293.00 -Preliminary Expenses written off - 1,05,863.00Repairs & Maintenance 3,40,522.00 -ROC Filling Fees 2,000.00 -Security Expenses 82,258.00 -Telephone & Mobile Expenses 47,026.98 -Training Charges 2,09,818.00 -Travelling Expenses 2,13,559.00 -Vehicle Maintainance 17,800.00 -Website Development Expenses 35,208.00 -Website Maintainance Charges 19,152.00 -

Total 43,13,206.19 4,34,337.00


2012-2013

78


NOTE- 19 : Significant Accounting Policies and Notes to Accounts.

A. Significant Accounting Policies: -

a) General: - The accompanying Financial Statements are prepared under the historical cost convention, in accordance with

applicable accounting standards and relevant presentational requirements of the Companies Act, 1956.b) Fixed Assets and Depreciation: -

i) Fixed Assets are stated at Cost less accumulated depreciation. All expenses relating to the acquisition and installation of Fixed Assets are capitalized.

ii. Depreciation has been provided on Written Down Value (WDV) method at the rates specified as per the Income Tax Act, 1961. On the additions during the year, depreciation has been provided on pro-rata basis.

c) Investment: - Investments are stated at cost of its acquisition. d) Inventories: - All Inventories are valued at the Lower of Cost or Market Value. Cost is determined on Weighted Average Basis.e) Revenue Recognition: -

i) Educational Fee Income is recognized on completion of the Educational Course undertaken by the Student.ii) Bank Interest Income is accounted for on Accrual Basis.

B. Notes to Accounts for the Financial Year 2012 – 2013.

1. The Company was incorporated on 29th August 2008 and initially intended to engage itself in the business of Investment and Trading in Quoted and Unquoted Stocks and Securities of various Companies, though did not commenced any commercial activity / any trading activity since incorporation.

2. During the year, the Company has changed its name from Dhanada Securities Trading Private Limited to Dhanada Education Private Limited and commenced the business of providing education and training.

3. The Company is a subsidiary Company of M/s. Dhanada Corporation Limited a Public Limited Company listed on the Bombay Stock Exchange Ltd. w.e.f. 25th May 2011 and in turn became an indirect subsidiary of Dhanada Holdings Private Limited.

4. No Provision for Taxation made for the Financial Year 2012 – 2013 due to loss.5. Related Party Transactions:-

Name of Party Nature of Transaction Opening Balance

Receipts during the Year

Payments during the year

Balance Outstanding


Dhanada Corporation Ltd. Unsecured Loan taken - 61,18,868.00 Cr. - 61,18,868.00 Cr.

Dhanada Corporation Ltd Interest payable on Unsecured Loan

- 7,12,269.60 Cr. 71,227.00 Dr. 6,41,042.60 Cr.

Dhanada Holdings Private Ltd. Administrative Charges 1,98,000.00 Cr. - - 1,98,000.00 Cr.

Director

Ramesh R. Havele Unsecured Loan taken 8,72,383.99 Cr. 1,39,396.98 Dr. 8,75,000.00 Cr. 1,36,780.97 Cr.

Associate Company

Dhanada Engineering Pvt. Ltd. Unsecured Loan Given - 4,69,400.00 Cr. 7,98,000.00 Dr. 3,28,600.00 Dr.

Dhanada Engineering Pvt. Ltd. Interest on Unsecured Loan Receivable

- 8,070.00 Cr. 80,697.00 Dr. 72,627.00 Dr.

6. Previous Year’s figures have been regrouped / rearranged whenever necessary.

For M/s. M. G. Kelkar & Co. For and on behalf of Board of Directors Chartered Accountants(Firm Registration No. 116449W)

Mukund G. Kelkar Ramesh R. Havele Mrs. Veena HaveleProprietor Chairman DirectorMembership No. 036267

Place: Pune Shreeniwas G. KaleDate: 30th May 2013 Director



79

CONSOLIDATED

FINANCIAL

STATEMENTS

2012 - 2013


2012-2013

80


CONTENTS


Balance Sheet 80




Consolidated Financial Statements


81

To,The Board of Directors of Dhanada Corporation Limited

We have audited the accompanying consolidated financial statements of Dhanada Corporation Limited (“the Company”) and its subsidiaries (herein referred to as “the Group”) which comprises the Consolidated Balance Sheet as at 31st March 2013 and the Consolidated Statement of Profit and Loss and Consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial StatementsManagement is responsible for the preparation of these consociated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the Standards of Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OpinionWithout qualifying our report, we draw your attention to Note 27 B (1). As per clause no. 4.4.6 of the Scheme of Arrangement and Amalgamation sanctioned by Hon’ble Bombay High Court (“Court”), vide their judgment dated 16th July 2009, the allotment of shares against purchase of land shall be done after the conveyance deeds are executed and registered. However the management has issued 17,96,254 equity shares having face value of ` 1 along-with premium of ` 5.94 per share to Dr. Laxman V. Kulkarni without executing and registering the conveyance deed. The outcome of the said event is uncertain and we are unable to comment upon it.

In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the reports of the other Auditors on the financial statements of the subsidiaries as noted below, the consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India:(a) In the case of the Consolidated Balance Sheet of the state of affairs of the Group as at 31st March 2013 and(b) In the case of Consolidated Statement of Profit and Loss, of the Loss of the Group for the year ended on that date, and(c) In case of the Consolidated Cash Flow statement, of the cash flows of the Group for the year ended on that date.

Other MatterIn respect of financial statements of subsidiaries we did not carry out the audit. These financial statements have been audited by other auditors whose reports have been furnished to us, and our opinion in so far as it related to the amount included in respect of the subsidiaries, is based solely on the reports of the other auditors. The details of assets, revenues and net cash flow in respect of these subsidiaries to the extent to which they are reflected in the consolidated financial statements are given below:

Audited by other Auditors Name of Subsidiary Total Assets Total Revenue Net Cash Inflows / ` Lacs ` Lacs (Outflows) ` LacsDhanada Engineering Pvt. Ltd. 794.94 211.98 (7.57)Dhanada Education Pvt. Ltd. 30.47 5.41 9.98

Our opinion is not qualified in respect of these matters.


Place: Pune G. K. ChandavarkarDate : 30th May 2013 (Proprietor) M. No. 044537



2012-2013

82



31st March 2013`


`I. EQUITY AND LIABILITIESShareholder's Funds(a) Share Capital 1 5,59,33,581.00 5,05,16,581.00 (b) Reserves and Surplus 2 27,36,58,669.90 19,54,02,372.05 (c) Money received against share warrants - -

Share application money pending allotment - -

Minority Interest 2,98,955.32 65,27,798.71

Non-Current Liabilities(a) Long-term borrowings 3 7,05,39,682.44 15,12,84,631.50 (b) Deferred tax liabilities (Net) - - (c) Other Long term liabilities 4 44,98,996.98 45,46,996.98 (d) Long term provisions 5 13,35,309.00 16,15,892.00

Current Liabilities(a) Short-term borrowings 6 8,14,52,139.10 5,16,43,688.64 (b) Trade payables 1,93,42,002.76 2,26,21,884.33 (c) Other current liabilities 7 1,33,58,378.56 1,08,25,531.36 (d) Short-term provisions 8 70,35,073.46 48,31,633.56

Total 52,74,52,788.52 49,98,17,010.13 II. ASSETSNon-current assets(a) Fixed assets 9 (i) Tangible assets 38,46,51,923.08 39,94,64,322.22 (ii) Intangible assets 6,35,034.68 10,52,912.69 (iii) Capital work-in-progress 21,62,509.00 5,13,909.00 (iv) Intangible assets under development - - (b) Goodwill on Consolidation 4,30,94,032.02 2,93,17,140.70 (c) Non-current investments 10 30,000.00 30,000.00 (d) Deferred tax assets (net) 2,00,33,434.65 1,30,61,273.64 (e) Long term loans and advances 11 4,95,51,224.63 74,46,775.74 (f) Other non-current assets 12 32,40,295.51 21,78,995.36

Current assets(a) Current investments - - (b) Inventories 13 31,07,269.38 46,19,988.26 (c) Trade receivables 14 1,04,69,480.81 1,96,12,005.11 (d) Cash and cash equivalents 15 59,02,017.43 1,86,44,488.38 (e) Short-term loans and advances 16 14,54,647.40 10,73,939.21 (f) Other current assets 17 31,20,919.93 28,01,259.82

Total 52,74,52,788.52 49,98,17,010.13 Significant Accounting Policies 28 AOther Notes on Accounts 28 B






CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2013



83


31st March 2013`


`


II. Other Income 19 13,68,666.58 22,66,396.49


IV. Expenses:


Changes in inventories of work-in-progress 21 7,22,484.61 (10,42,153.49)

Derivative Trading Expenses 22 3,04,837.19 93,20,679.61

Employee benefit expense 23 1,76,06,486.94 1,61,23,153.87

Financial costs 24 2,20,18,335.59 2,18,10,057.32

Depreciation and amortization expense 9 2,00,74,080.20 2,04,00,016.59

Other expenses 25 4,52,59,749.06 4,14,69,366.95

Total Expenses 13,71,35,036.12 14,36,94,433.53

V. Profit/(Loss) before exceptional and extraordinary items and tax (III - IV) (2,44,22,574.37) (2,33,82,626.87)

VI. Exceptional Items 26 28,685.00 64,87,906.87

VII. Profit/(Loss) before extraordinary items and tax (V - VI) (2,44,51,259.37) (2,98,70,533.74)


IX. Profit/(Loss) before tax (VII - VIII) (2,44,51,259.37) (2,98,70,533.74)

X. Tax expense:

(1) Current tax - -

(2) Deferred tax (69,72,161.00) (39,57,377.65)

XI. Profit/(Loss) for the perid from continuing operations (IX - X) (1,74,79,098.37) (2,59,13,156.09)




XV. Profit/(Loss) after tax for the Year (XI + XIV) (1,74,79,098.37) (2,59,13,156.09)

XVI. Less: Minorty Interest (62,28,844.89) (29,09,143.08)

XVII. Profit/(Loss) for the Year (XV - XVI) (1,12,50,253.48) (2,30,04,013.02)

XVIII. Earning per equity share: Basic and Diluted 27 (0.20) (0.47)










2012-2013

84



31st March 2013`



Net Profit before tax and Extra-ordinary items (2,44,51,259.37) (2,98,70,533.74)Adjuistments for:Depreciation 2,00,74,080.20 2,04,00,016.59 Interest Expenses 2,20,18,335.59 2,18,10,057.32 Interst Received (6,95,564.87) (5,04,355.39)Dividend Received (8,168.00) (5,000.00)Operating profit before Working Capital changes 1,69,37,423.55 1,18,30,184.78 Adjuistments for:Decrease/(Increase) in Trade & Other Receivables 91,42,524.30 (1,13,21,329.12)Decrease/(Increase) in Inventories 15,12,718.88 42,696.92 Loans & Advances (4,38,66,115.84) 1,00,56,582.10 Increase/(Decrease) in Trade & Other Payables 11,27,822.53 37,73,970.82 Cash generated from operations (1,51,45,626.58) 1,43,82,105.50 Taxes Paid - Cash flow before extra-ordinary items (1,51,45,626.58) 1,43,82,105.50 Exceptional Items - - (Profit)/Loss on Sale/Disposal of Fixed Assets (Net) - 64,82,529.87 Misc. Expenses Writtern off - (11,87,641.65)Net Cash Flow from Operating Activity (1,51,45,626.58) 1,96,76,993.72

(B) CASH FLOW FROM INVESTTING ACTIVITY(Purchase) of Fixed Assets (64,92,403.05) (1,81,70,656.46)Sale/Disposal/Damage of Fixed Assets - 90,00,000.00 Interest Reveived 6,95,564.87 5,04,355.39 Dividend Received 8,168.00 5,000.00 Opening Adjustment - (7,71,090.77)Net Cash Flow from Investing Activity (57,88,670.18) (94,32,391.84)

(C) CASH FLOW FROM FINANCING ACTIVITYProceeds from/(Repayment of) Borrowings (Net) (5,09,36,498.60) 92,06,943.30

Proceeds from issue of Equity Shares 54,17,000.00 14,35,400.00

Share Premium Received on issue of Equity Shares 7,57,29,660.00 1,65,02,500.00

Adjustment to Shares Amalgamation Account - (34,99,996.98)

Interest and Finance charges paid (2,20,18,335.59) (2,18,10,057.32)Net Cash Flow from Financing Activity 81,91,825.81 18,34,789.00

(D) NET INCREASE IN CASH AND CASH EQUIVALENT (1,27,42,470.95) 1,20,79,390.88 (Refer to Cash & Bank Balance

Cash and Cash Equivalent as on 01-04-2012 1,86,44,488.38 65,65,097.50 Cash and Cash Equivalent as on 31-03-2013 59,02,017.43 1,86,44,488.38

Note: Figures in bracket represent Cash Outflow and without bracket Cash Inflow






CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31ST MARCH 2013



85



8% Cumulative Convertible Preference Sharesof ` 1/- each

5,00,00,000 5,00,00,000.00 5,00,00,000 5,00,00,000.00

Total 15,80,00,000 15,80,00,000.00 15,80,00,000 15,80,00,000.00(B) Issued, Subscribed & Fully Paid UpPerticulars As at 31st March 2013 As at 31st March 2012




Shares outstanding at the beginning of the year 5,05,16,581 5,05,16,581.00 4,90,81,581 4,90,81,581.00

Shares Issued during the year 54,17,000 54,17,000.00 14,35,000 14,35,000.00

Shares outstanding at the end of the year 5,59,33,581 5,59,33,581.00 5,05,16,581 5,05,16,581.00

(D) Share Capital held by Holding CompanyParticulars Nature of Relationship As at As at

31st March 2013 31st March 2012Nos Nos

Equity Shares:

Holding Company 3,40,46,271 2,86,29,271 Dhanada Holdings Pvt Ltd

Total 3,40,46,271 2,86,29,271




held% of holding

Promoter:Dhanada Holdings Pvt Ltd 3,40,46,271 60.87 2,86,29,271 56.67

Ramesh R. Havele 29,26,760.00 5.23 29,26,760 5.79

Non-Promoter:Laxman V. Kulkarni 63,77,692.00 11.40 64,61,139 12.79

Total 4,33,50,723.00 77.50 3,80,17,170.00 75.26


2012-2013

86





A. Securities Premium Account

Opening Balance 21,31,35,024.02 19,66,32,524.02

Add : Securities premium credited on Share issue 7,57,29,660.00 1,65,02,500.00

Less : Premium Utilised for various reasons - -

Closing Balance 28,88,64,684.02 21,31,35,024.02

B. Revenue Reserve (Created out of Scheme of Amalgamation)

Opening balance 26,34,000.00 26,34,000.00



Closing Balance 26,34,000.00 26,34,000.00

C. Special Capital Incentive (Received under DIC Scheme

Opening balance 25,00,000.00 25,00,000.00



Closing Balance 25,00,000.00 25,00,000.00

D. Share Amalgmation Account (Created out of Scheme of Amalgamation)

Opening balance - 34,99,996.98


Less: Utilisations / transfers during the year - 34,99,996.98

Closing Balance - -

E. Surplus

Opening balance (2,28,66,651.97) (2,02,82,938.76)

(+) Net Profit/(Net Loss) For the current year (1,12,50,253.48) (2,30,04,013.02)

(-) Transfer to Minority Interest - 13,28,016.08

Transfer to Goodwill 1,37,76,891.32 2,17,48,315.89

Closing Balance (2,03,40,014.12) (2,28,66,651.97)

Total (A+B+C+D+E) 27,36,58,669.90 19,54,02,372.05



87

NOTE - 3 : LONG TERM BORROWINGS(A) Secured Borrowings



Term Loan From Bank 1. Saraswat Co. Op. Bank Ltd. - I 4,23,62,394.98 6,29,85,140.98

2. Saraswat Co. Op. Bank Ltd. - II 3,12,45,142.00 4,56,54,285.00

3. Bank of Maharashtra 4,98,72,857.00 -

4. HDFC Bank Ltd. - Vehicle Loan - I 13,049.68 1,58,761.93

5. HDFC Bank Ltd. - Vehicle Loan - II 4,39,755.80 5,46,288.86

6. Saraswat Co. Op. Bank - Vehicle Loan - 1,76,978.00

12,39,33,199.46 10,95,21,454.77

Less: Shown in Current Maturities of Short Term Debts as per Note No. 6 6,88,41,128.04 4,14,87,671.29

Sub Total - A 5,50,92,071.42 6,80,33,783.48 Note: Term Loan I and II from Saraswat Co. Op. Bank Ltd. are secured by Mortgage of Hotel Property and Factory Building and hypothication of movable of Assets, Plant and Machinery and personal guarante of Directors and Corporate Guarantee of M/s. Dhanada Holdings Pvt. Ltd. In case of Holding Company for Tarm Loan I and II from Saraswat Co. Bank Ltd. (O/s. Balance - ` 5,07,14,939/-) Term of Repayment - 5 years from 2009-10. Rate of Interest - 15.50% (PLR + 1%). ‘Term Loan from Bank of Maharashtra is secured by Mortgage of Land situated at Village Mauje Nande, Pune. Term of Repayment - 7 years from October 2012. Rate of Interest 13.75% per annum and outstanding balance as on 31st March 2013 is ` 4,98,72,857/-. In case of Subsidiary Company for Term Loan I and II from Saraswat Co. Op. Bank Ltd. (O/s. Balance ` 2,28,92,598/-) Terms of Repayment - 6 years from 2009-10 and Rate of Interest - 14.50% (PLR + 0.5%). Vehicle loan I and II from HDFC Bank Ltd. are secured by Hypothication of Vehicles.

(B) Unsecured Borrowings 1. Sales Tax Deferrment 21,04,188.02 21,04,188.02

2. Loans and Advances from Related Parties - 8,11,46,660.00

Dhanada Holdings Pvt. Ltd. (Holding Company) 1,30,14,823.00 -

Dhanada Education Pvt. Ltd. - Group Company 3,28,600.00 -

Sub Total - B 1,54,47,611.02 8,32,50,848.02 Total A + B 7,05,39,682.44 15,12,84,631.50

NOTE - 4 : OTHER LONG TERM LIABILITIES



Security Deposits 3,00,000.00 3,48,000.00

Sales Tax Payable 6,99,000.00 6,99,000.00

Payable Under Scheme of Amalgamation 34,99,996.98 34,99,996.98 Total 44,98,996.98 45,46,996.98

Note: As a part consideration of Land being sold to the Company under the scheme of amalgamation sanctioned by Honourable High Court, Bombay, dated 16th July 2009, the amount ` 34,99,996.98 is still payable to Dr. Laxman Vishnu Kulkarni.

NOTE - 5 : LONG TERM PROVISIONS



Provisions for Employee Benefits:

(As per Note : 28B -9 a, b and c)

Gratuity Payable 5,59,439.00 8,48,412.00

Leave Encashment 7,68,870.00 7,60,480.00

Income Tax Provision for F.Y. 2008-09 7,000.00 7,000.00

Total 13,35,309.00 16,15,892.00


2012-2013

88


NOTE - 6 : SHOET TERM BORROWINGS



From Bank - Secured 1. Cash Credit/Over Draft from Banks against Fixed Deposit 1,22,58,956.13 98,02,060.35 2. Current Maturities of Term Loan from Bank, transferred from Long Term Borrowings as per note 3

6,88,41,128.00 4,14,87,671.29

3. Other Borrowings - Vehicle Loan 2,15,274.00 3,53,957.00 4. Other Borrowings - Ramesh R. Havele 1,36,780.97 -

Total 8,14,52,139.10 5,16,43,688.64

NOTE - 7 : OTHER CURRENT LIABILITIES



Profession Tax Payable 32,475.00 16,100.00 Luxury Tax Payable 10,05,476.03 12,95,575.79 Service Tax Payable 35,44,480.89 8,51,391.24 Local Body Tax Payable 7,982.00 3,890.00 TDS/Payable 12,40,404.37 5,85,770.37 VAT/CST Payable 61,37,468.26 65,53,135.94 Property Tax Payable 39,039.00 36,191.00 ESI Payable 79,102.00 1,14,993.00 Provident Fund Payable 1,59,187.00 17,520.00 Advance From Customers 11,12,764.01 13,50,964.02 Advance From Customers 13,50,964.02 7,40,651.00

Total 1,33,58,378.56 1,08,25,531.36

NOTE - 8 : SHORT TERM PROVISIONS



Electricity Expenses Payable 9,23,022.70 6,59,294.84 Interest Payable on loans from DEL to DEdL 72,626.72 - Interest payable on Taxes 26,78,904.00 14,53,161.00 News Paper Expenses Payable 11,057.00 5,087.00 Rent Payable/Service Charges Payable - 1,80,000.00 Salary & Wages Payable 14,56,530.44 10,93,584.72 Stipend Payable 61,955.00 83,970.00 Tips Payable 2,528.00 - Incentive Payable 2,46,996.00 1,22,200.00 Telephone Expenses Payable 39,976.00 28,127.00 Water Charges payable - 475.00 Other Payable 15,41,477.60 12,05,734.00

Total 70,35,073.46 48,31,633.56

NOTE - 10 : NON CURRENT INVESTMENTSParticulars As at 31st March 2013 As at 31st March 2012

Quoted Unquoted Total Quoted Unquoted TotalA. Trade Investments (At Cost)(a) Investment in equity instruments

(i) of other entities

2500 (As at 31 March, 2012: 2500) shares of ` 10/- each fully paid up in Saraswat Co.Op.Bank Ltd.)

- 25,000.00 25,000.00 - 25,000.00 25,000.00

(b) Other non-current investments (At Cost)National Saving Certificate - 5,000.00 5,000.00 - 5,000.00 5,000.00

Total A - 30,000.00 30,000.00 - 30,000.00 30,000.00



89

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r ope

ratin

g le

ase

Total

51,89

,35,14

4.29

48,13

,946.0

5 -

- 52

,37,49

,090.3

4 95

,25,00

0.00

11,94

,70,82

2.07

1,96,2

6,345

.19

- -

13,90

,97,16

7.26

39,94

,64,32

2.22

38,46

,51,92

3.08

Prev

ious

Yea

r51

,16,

17,5

58.9

1 2,

52,1

1,74

4.23

1,

70,9

8,76

7.85

(7

,95,

391.

00)

51,8

9,35

,144

.29

95,2

5,00

0.00

10

,12,

58,3

69.2

9 1,

97,2

1,52

5.76

15

,09,

072.

98

- 11

,94,

70,8

22.0

7 41

,02,

88,7

80.7

8 3

9,94

,64,

322.

22

BInt

angib

le As

sets

1G

oodw

ill 1

5,00

,000

.00

- -

- 1

5,00

,000

.00

- 1

0,50

,000

.00

1,5

0,00

0.00

-

- 1

2,00

,000

.00

4,5

0,00

0.00

3

,00,

000.

00

2Co

mpu

ter S

oftw

are

15,

53,2

45.0

0 2

9,85

7.00

-

- 1

5,83

,102

.00

- 9

,50,

332.

31

2,9

7,73

5.01

-

- 1

2,48

,067

.32

6,0

2,91

2.69

3

,35,

034.

68

Total

30,53

,245.0

0 29

,857.0

0 -

- 30

,83,10

2.00

- 20

,00,33

2.31

4,47

,735.0

1 -

- 24

,48,06

7.32

10,52

,912.6

9 6,

35,03

4.68

Prev

ious

Yea

r 3

0,20

,155

.00

33,

090.

00

- -

30,

53,2

45.0

0 -

13,

21,8

41.4

8 6

,78,

490.

83

- -

20,

00,3

32.3

1 1

6,58

,498

.48

10,

52,9

12.6

9

CCa

pita

l Wor

k In

Pro

gres

s 5

,13,

909.

00

16,

48,6

00.0

0 -

- 2

1,62

,509

.00

- -

- -

- -

5,1

3,90

9.00

2

1,62

,509

.00

Total

5,13

,909.0

0 16

,48,60

0.00

- -

21,62

,509.0

0 -

- -

- -

- 5,

13,90

9.00

21,62

,509.0

0 G

rand

Total

52

,25,02

,298.2

9 64

,92,40

3.05

- -

52,89

,94,70

1.34

95,25

,000.0

0 12

,14,71

,154.3

8 2,0

0,74,0

80.20

-

- 14

,15,45

,234.5

8 40

,10,31

,143.9

1 38

,74,49

,466.7

6 Pr

evio

us Y

ear

51,4

6,37

,713

.91

2,52

,44,

834.

23

1,70

,98,

767.

85

(7,9

5,39

1.00

)52

,19,

88,3

89.2

9 95

,25,

000.

00

10,2

5,80

,210

.77

2,04

,00,

016.

59

15,0

9,07

2.98

-

12,1

4,71

,154

.38

41,1

9,47

,279

.26

40,

05,1

7,23

4.91

As

per C

laus

e N

o. 4

.4.5

(b) o

f the

Sch

eme

of A

rran

gem

ent a

nd A

mal

gam

atio

n sa

nctio

ned

by H

on’a

ble

Hig

h C

ourt,

Bom

bay

date

d 16

th J

uly

2009

, the

Com

pany

has

acq

uire

d la

nd fr

om D

r. La

xman

V.

Kul

karn

i and

allo

tted

equi

ty s

hare

s as

a c

onsi

dera

tion

for l

and

so a

cqui

red

on 3

0th A

pril

2010

. How

ever

, reg

istra

tion

of c

onve

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e de

ed is

pen

ding

till

the

date

of a

udit.


2012-2013

90


NOTE - 11 : LONG TERM LOANS AND ADVANCES(Unsecured - Considered godd unless otherwise stated)



(a) Capital advances 4,18,43,600.00 15,99,304.86 (b) Security deposits 23,67,228.00 14,77,228.00 (c) Income Tax Refund 21,31,488.07 13,63,357.32 (d) Balances with government authorities

(i) VAT credit receivable 26,29,885.56 26,29,885.56 (ii) Service Tax credit receivable - -

(e) Other loans and advances (i) Part Payment of Sales Tax in Appeal 3,77,000.00 3,77,000.00 (ii) Payment against Notice Received for F.Y.2008-09 2,02,023.00 -

Total 4,95,51,224.63 74,46,775.74

NOTE - 12 : OTHER NON CURRENT ASSETS



Accrued Interest on Fixed Deposit 15,11,502.24 13,30,583.09 Security Deposit with MIDC 1,686.00 1,686.00 Security Deposit with MSEB 1,460.00 1,460.00 Vat Refund Receivable F.Y. 2008-09 8,45,266.27 8,45,266.27 Share Application Money 5,70,000.00 - Other Advances 2,37,754.00 - Other Interest Receivable 72,627.00 -

Total 32,40,295.51 21,78,995.36

NOTE - 13 : INVENTORIES



a. Inventories (Valued at Cost price) 18,97,600.50 26,87,834.77 (As taken valued and certified by managementb. Work-in-progress (Valued at Material + Labour) 12,09,668.88 19,32,153.49

Total 31,07,269.38 46,19,988.26

NOTE - 14 : TRADE RECEIVABLES



A. Trade receivables outstanding for a period less than six months from the date they are due for paymenta. Secured, considered good - -b. Unsecured, considered good 98,87,319.12 1,91,45,468.27 c. Doubtful - -

98,87,319.12 1,91,45,468.27 B. Trade receivables outstanding for a period more than six months from the date they are due for paymenta. Secured, considered good - -b. Unsecured, considered good 5,82,161.69 4,66,536.84 c. Doubtful - -

5,82,161.69 4,66,536.84 Total 1,04,69,480.81 1,96,12,005.11



91

NOTE - 15 : CASH AND CASH EQUIVALENT



A. Balances with banks (a) Term Deposits with Bank 52,54,815.00 42,54,815.00 (Kept as Lein for Over Draft Facility from Banks) (b) Bank balances: 4,95,121.03 1,41,52,423.86

B. Cash on hand 1,52,081.40 2,37,249.52 Total 59,02,017.43 1,86,44,488.38

NOTE - 16 : SHORT TERM LOANS AND ADVANCES(Unsecured - Considered godd unless otherwise stated)



(a) Security deposits Secured, considered good - - Unsecured, considered good 5,655.00 - Doubtful - - Less: Provision for doubtful deposits - -

(b) Loans and advances to employees 23,542.55 7,065.00 (c) Prepaid expenses 10,90,849.85 10,66,874.21 (d) Other Advance 3,34,600.00 -

Total 14,54,647.40 10,73,939.21

NOTE - 17 : OTHER CURRENT ASSETS



Advance to Supplier 5,00,370.09 2,49,340.00 Prepaid Insurance 33,944.00 40,527.00 Advance to Staff 17,916.52 20,084.96 Excise Duty 23,12,040.49 23,45,884.51 TDS Receivable 2,56,648.83 1,45,423.35

Total 31,20,919.93 28,01,259.82

NOTE - 18 : REVENUE FROM OPERATION(Refer Note No. 28 A (4) on Revenue Recognition



Food & Beverage 3,15,76,399.07 2,88,12,549.17 Liquor Sale 27,49,601.06 26,50,118.03 Room Revenue 4,87,82,798.03 4,46,47,312.00 Banquet Sale 40,06,167.89 36,35,766.58 Sale of Product 2,32,67,118.33 3,64,14,420.40 Less: Excise duty (26,98,023.00) (35,64,861.00)Sale of Service (Job Work) 3,65,858.00 2,15,774.45 Sale of Scrap 97,467.54 1,52,655.87 Courseware Revenue 3,92,928.00 - Other Miscellaneous Income 23,49,846.64 20,24,436.04

Sub Total 11,08,90,161.56 11,49,88,171.54 Income from Derivative Trading 4,53,633.61 30,57,238.63

Total 11,13,43,795.17 11,80,45,410.17

NOTE - 19 : OTHER INCOME



Interest Income:-On Bank Fixed Deposit 6,13,373.87 4,56,554.42 -Other Interest 82,191.00 47,800.97 Dividend Received 8,168.00 5,000.00 Net Income on sale of investments 23,386.18 - Creditors and Misc. balances written back 6,36,129.53 17,49,154.10 Interest on Income Tax Refund Received 5,418.00 7,887.00

Total 13,68,666.58 22,66,396.49


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92


NOTE - 20 : COST OF MATERIAL CONSUMED



FOOD AND BEVERAGE RAW MATERIAL CONSUMEDOpening Stock 26,87,834.77 37,72,685.18

Add : Purchases 3,03,58,828.96 3,45,28,462.27

Less : Closing Stock 18,97,601.20 26,87,834.77

Food and Beverage Consumed : 3,11,49,062.53 3,56,13,312.68

NOTE - 21 : CHANGE IN INVENTORY OF WIP



Opening Stock of WIP 19,32,153.49 8,90,000.00

Closing Stock of WIP 12,09,668.88 19,32,153.49

(Increase) / Decrease in Inventory of WIP 7,22,484.61 (10,42,153.49)

NOTE - 22 DERIVATIVE TRADING EXPENSES



Loss from Derivative Trading 2,92,088.29 90,60,177.29

Expenses on Derivative Trading 12,748.90 2,60,502.32

Total 3,04,837.19 93,20,679.61

NOTE - 23 : EMPLOYEE BENEFITS EXPENSES



Salaries and Wages and Ex-gratia 1,45,83,375.94 1,18,34,548.00

Employers' Contributions to Provident Fund 8,39,122.00 8,92,207.00

Employers' Contributions to ESIC 3,97,371.00 4,21,525.72

Gratuity and Leave encashment 1,42,689.00 9,20,959.00

Staff welfare and Other expenses 6,03,704.00 6,33,080.15

Bonus / Ex-gratia 1,74,344.00 3,47,051.00

Salary Reimbursement 8,65,881.00 10,73,783.00

Total 1,76,06,486.94 1,61,23,153.87

NOTE - 24 FINANCIAL COST



Interest on Bank Overdraft 4,27,265.90 1,64,271.44

Interest on C.C. 13,41,173.00 12,60,296.00

Interest on Vehicle Loan 1,19,587.69 1,68,147.88

Interest on Term loan 1,86,93,595.00 1,87,54,132.00

Interest on Late Pyment of Taxes 13,56,017.00 14,63,210.00

Interest on unsecured Loans 80,697 -

Total 2,20,18,335.59 2,18,10,057.32



93

NOTE - 25 : OTHER EXPENSES



Operating Expenses:

Direct Expenses 36,42,195.37 37,71,915.67

Housekeeping 1,32,949.00 1,12,003.00

Linen and Laundry 9,25,395.20 8,63,989.35

Power and Fuel 1,53,48,108.16 1,44,63,518.81

Repairs to Building 8,99,030.84 7,49,673.15

Repairs to Machinery and Others 18,18,468.04 18,53,032.01

Sales Promotion 1,05,065.00 4,69,170.75

Security and Labour Hire 58,85,896.86 30,40,896.49

Administration and General Expenses:

Administration Expenses 14,23,176.83 17,57,382.94

Advertisement and Publicity 1,02,167.00 2,95,469.00

Aduditors Remuneration 3,75,619.00 3,27,641.00

Bad Debts Written off 76,014.48 11,73,629.77

Bank Commission and Charges 7,34,215.66 4,42,950.75

Directors Sitting Fees 1,74,000.00 2,80,000.00

Insurance 4,72,175.00 3,61,544.00

Interest on Tax Paymets 62,825.00 2,06,956.00

Licence Fees 5,17,117.00 4,88,701.99

Printing and Stationary 10,35,077.35 6,39,312.14

Professional Fees 69,56,645.87 75,65,602.33

Rates and Taxes 8,95,913.00 3,95,761.00

Rent 27,84,580.00 -

Communication Expenses 4,44,367.14 4,07,686.54

Travelling and Lodging 4,48,747.26 1,90,490.80

Deferred Revenue and Preliminary Expenses W/off - 13,99,367.65

Loss on Sale/Damage of Assets - 2,12,671.81

Total 4,52,59,749.06 4,14,69,366.95

NOTE - 26 : EXCEPTIONAL ITEMS



Prior Year Expenses 28,685.00 19,441.00

Prior Year Income - (14,064.00)

Loss on Disposal of Assets - 64,82,529.87

Total 28,685.00 64,87,906.87

NOTE - 27 : EARNINGS PER SHARE



Net Profit / (Loss) after current and deferred tax (1,12,50,253.48) (2,30,04,013.02)

Weighted average number of equity shares of Re 1/- each 5,50,30,748 4,93,20,167

Earnings per Share (EPS) (`) – Basic and Diluted (0.20) (0.47)


2012-2013

94


NOTE – 28: OTHER NOTES ON ACCOUNTS

A. SIGNIFICANT ACCOUNTING POLICIES

1. Group Information

The Consolidated Financial Statements relate to Dhanada Corporation Ltd. (‘the Company’) and it’s Subsidiaries. The Company and its Subsidiaries together constitute ‘the Group’.

2. Basis of Preparation of Financial Statements:

a. The Company follows Mercantile System of Accounting and generally recognizes Income and Expenditure on accrual basis except in case of significant uncertainties.

b. The Financial Statements are prepared on historical cost convention in accordance with the applicable Accounting Standards and the provision of the Companies Act, 1956.

c. Estimates and Assumptions used in the preparation of the financial statements are based upon Management’s evaluation of the relevant facts and circumstances as of the date of the Financial Statements, which may differ from the actual results at a subsequent date.

3. Basis of Consolidation

The Consolidated Financial Statements have been prepared on the following basis:

• Thefinancialstatementsof theCompanyand itsSubsidiaryhavebeencombinedona line-by-linebasisbyaddingtogether the book values of like items of assets, liabilities, income and expenses, after eliminating intra-group balances, intra-group transactions and unrealized profits or losses as per Accounting Standard 21 ‘Consolidated Financial Statements’, as notified by the Companies (Accounting Standards) Rules, 2006.

• ThefinancialstatementsofSubsidiaryusedintheconsolidationaredrawnuptothesamereportingdate.

• MinorityInterestinthenetassetsofSubsidiariesconsistsof:

a. the amount of equity attributable to the minorities at the date on which investment in Subsidiary is made and

b. the minorities’ share of movements in equity since the date the parent-subsidiary relationship came into existence.

c. Net Profit/(Loss) for the year of the Subsidiaries attributable to the minorities is identified and adjusted against the Profit/(Loss) after tax of the Group.

• ThedetailofSubsidiarywhichisincludedintheconsolidationisgivenbelow:

Name of Company Holding (%)2012-13 2011-12

Dhanada Engineering Pvt. Ltd. 78.30 78.30

Dhanada Education Pvt. Ltd. 55.46 55.46

4. Revenue Recognition:

1. Revenue from Hotel activity is recognized on rendering of services net of Taxes and billing to the customer. Sales are recognized when goods are invoiced on dispatch to customers and are net of excise, sales tax & goods returned. Educational Fee Income is recognized on completion of the Educational Course undertaken by the Student.

2. Income from derivatives comprises profit/loss on equity derivative instruments.

Profit/loss on equity derivative transactions is accounted for as explained below:-

a. Initial and additional margin paid over and above initial margin, for entering into contracts for Equity Index/Stock Futures and or equity Index/stock options which are released on final settlement/squaring-up of underlying contracts are disclosed under Current Assets, Loans and advances. “Mark-to-market margin- Equity Index/Stock Futures” representing the amounts paid in respect of mark to market margin is disclosed under Loans and Advances and amount received is shown under current liabilities.

b. Equity Index/Stock Option Premium Account” represents premium paid or received for buying or selling the options, respectively.

c. On final settlement or squaring up of contracts for equity index / stock futures, the realized profit or loss after adjusting the unrealized loss already accounted, if any, is recognized in the Statement of Profit and Loss. On settlement or squaring up of equity index / stock options before expiry, the premium prevailing in “Equity Index/



95

Stock Option Premium Account” on that date is recognized in the Statement of Profit and Loss. When more than one contract in respect of the relevant series of equity index / stock futures or equity index / stock options contract to which the squared-up contract pertains is outstanding at the time of the squaring-up of the contract, the contract price of the contract so squared-up is determined using the weighted average cost method for calculating the profit/loss on squaring-up. As at the balance sheet date, the mark to market on all hedged transactions comprising of Securities and Equity.

Derivatives positions are determined on a Portfolio basis with net unrealized losses being recognized in the Profit and Loss Account. Unrealized gains (on portfolio basis) are not recognized in the Statement of Profit and Loss on grounds of prudence as enunciated in Accounting Standard - 1, Disclosure of Accounting Policies.

5. Fixed Assets:

Fixed assets are stated at cost less accumulated depreciation. The Company capitalizes all direct costs relating to the acquisition and installation of fixed assets. Interest on borrowed funds, if any, used to finance the acquisition of fixed assets, is capitalized up to the date the assets are ready for commercial use. Under-utilized assets are recorded at estimated realizable value.

6. Method of Depreciation:

i. The Holding Company provides depreciation on all its assets on the Straight Line method at the rates and in the manner specified in Schedule XIV of the Companies Act, 1956, proportionate from the date they are put to use.

ii. In respect of the subsidiary companies depreciation is provided on WDV method at the rates prescribed under the Income Tax Rules on pro-rata basis.

7. Investments:

Long term investments including interests in incorporated jointly controlled entities, are carried at cost, after providing for any diminution in value, if such diminution is of permanent nature. Current investments are carried at lower of cost or market value. The determination of carrying amount of such investments is done on the basis of specific identification.

8. Retirements Benefits:

i. Gratuity:

The Company provides for gratuity, a defined retirement benefit plan covering eligible employees. The gratuity plan provides for a lump sum payment to employees at retirement, death, incapacitation or termination of the employment based on the respective employee’s salary and the tenure of the employment. Liabilities with regard to gratuity plan are determined based on actuarial valuation carried out by independent actuary as at the Balance Sheet date.

Actuarial gains and losses are recognized in full in the Statement of Profit and Loss for the year in which they occur. (Refer note 28 B (9) below).

ii. Provident Fund:

The eligible employees of the Company are entitled to receive the benefits of Provident fund, a defined contribution plan, in which both employees and the Company make monthly contributions at a specified percentage of the covered employee’s salary (currently at 12% of the basic salary). The contributions as specified under the law are paid to the Regional Provident Fund Commissioner by the Company.

iii. Leave Encashment:

Employees’ are eligible for Leave Encashment. The Company has provided Leave Encashment benefit on actuarial value basis.

iv. Employees’ State Insurance Scheme (ESIS):

Employees’ State Insurance Scheme (ESIS) is the defined contribution scheme offered by the Company. The contribution to this scheme is charged to the statement of profit and loss of the year in which contribution to such scheme becomes due.

9. Inventories:

In case of Holding Company Stock of food and beverages and operating supplies are carried at cost computed on a weighted average basis or Net Realizable Value, whichever is lower.

In respect of Subsidiary Companies, raw material is valued at cost worked out on the basis of last purchase price plus direct expenses and Work in Process is valued at material cost plus overheads and Weighted Average Basis.


2012-2013

96


10. Research and Development:

The Group does not have a separate Research and Development department and has not incurred any expenditure on Research and Development.

11. Taxation:

Deferred tax resulting from timing differences between book profits and taxable profits is accounted for using the tax rates that have been enacted or substantially enacted by the Balance Sheet date to the extent such differences are reversible in subsequent period. Deferred Tax assets are recognized only if there is reasonable certainty that they will be realized and are reviewed for the appropriateness of their carrying values at each Balance Sheet date.

12. Earnings per Share:

The Company reports basic earnings per share in accordance with Accounting Standard 20 on ‘Earnings per Share’. Basic earning per share is computed as dividing the net profit or loss for the period by the weighted average number of Equity shares outstanding during the period.

B. Notes forming part of the Balance Sheet as at 31st March 2013 and Profit and Loss Account for the year ended 31st March 2013:

1. As per Clause No. 4.4.5 (b) of the Scheme of Arrangement and Amalgamation sanctioned by Hon’able High Court, Bombay dated 16th July 2009, the Company has acquired land from Dr. Laxman V. Kulkarni and allotted equity shares as a consideration for land so acquired on 30th April 2010. However, registration of the conveyance deed is pending till the date of audit.

2. Managerial Remuneration:

I. In case of Holding Company, no managerial remuneration is paid or payable for the current year.

II. In case of Subsidiary Companies, the Company has paid managerial remuneration of ` 6,00,000/-.

3. Auditor’sRemuneration:

Sr. No. Particulars 2012-13 2011-121. Dhanada Corporation Ltd. 2,52,810/- 2,74,647/-

2. Dhanada Engineering Pvt. Ltd. 1,37,641/- 1,04,232/-

3. Dhanada Education Pvt. Ltd. 2,809/- 2,809/-

TOTAL 3,93,260/- 3,81,688/-

4. Expenditure in foreign currency NIL 5. Earning in Foreign Exchange NIL 6. In case of Current Tax provision as there is no taxable income or book profit; provision for Income Tax is not made.

In case of subsidiary, Deferred Taxes, which result from the timing difference in Book Profits & Tax Profits as under:

Particulars Arising During the Year 2012-2013

Balance Carriedas at 31St March 2012

Deferred Tax Asset :

(a)Depreciation 92,72,808 73,39,995

(b)Business Loss 1,07,60,627 57,21,279

Total 2,00,33,435 1,30,61,274Deferred Tax Liability : Nil Nil

Total Nil NilNet Deferred Tax (Liability) / Assets 2,00,33,435 1,30,61,274

7. The outstanding balances of sundry creditors, sundry debtors, and advances (taken or given) are subject to reconciliation and consequent adjustment if any.



97

8. The Company has not received any information from suppliers or service providers, whether they are covered under the “Micro, Small and Medium Enterprises (Development) Act, 2006”. Due to this, disclosure relating to amount unpaid at the year - end together with interest payable, if any, as required under the said Act are not ascertainable.

9. Employee Benefits: (As per AS-15 Revised)

Following information are based on report of Actuary and relied upon by the Auditors:

a. Defined benefit plans of Gratuity:

Particulars 2012-13 2011-12 2012-13 2011-12Dhanada Corporation Ltd. Dhanada Engineering Pvt. Ltd.

The principal assumptions used in actuarial valuation are as below:Discount Rate 8.10% 8.50% 8.10% 8.50%

Expected rate of future salary increase 10.00% 10.00% 12.00% 12.00%

Expected Average remaining working lives of employees (years) 12.12 12.73 9.73 9.68

Change in present value of obligations:Present Value of Obligation as at the beginning 4,43,407 3,79,636 4,05,005 1,58,430

Interest Cost 37,690 31,510 34,425 12,991

Current Service Cost 1,03,892 1,31,299 48,116 1,17,771

Benefits Paid Nil Nil Nil Nil

Actuarial (Gain)/Loss on obligations (1,73,262) (99,038) (3,39,834) 1,15,813

Present Value of Obligations at the end of the year 4,11,727 4,43,407 1,47,712 4,05,005

Liability recognized in the Balance Sheet:Present Value of Obligation as at the end of the year 4,11,727 4,43,407 1,47,712 4,05,005

Fair Value of Plan Assets as at the end of the year Nil Nil Nil Nil

Funded Status (4,11,727) (4,43,407) (1,47,712) (4,05,005)

Current Liability 11,734 Nil 3,681 14,342

Non Current Liability 3,99,993 4,43,407 1,44,031 3,90,663

Unrecognized Actuarial (gain) / Losses Nil Nil Nil Nil

Net Asset / (Liability) Recognized in the Balance Sheet (4,11,727) (4,43,407) (1,47,712) (4,05,005)

Expenses recognized in the Statement of Profit and Loss:Current Service Cost 1,03,892 1,31,299 48,116 1,17,771

Interest Cost 37,690 31,510 34,425 12,991

Net Actuarial (Gain) / Loss recognized in the year (1,73,262) (99,038) (3,39,834) 1,15,813

Expenses Recognized in the statement of Profit & Loss at the end of period

(31,680) 63,771 (2,57,293) 2,46,575

b. Employees are eligible for Leave Encashment. The Company has provided Leave Encashment benefit on actuarial value basis. The present Value of Obligation as on 31st March 2013 is ` 7,68,870/- (Previous Year ` 7,60,480/-).

c. Amount recognized as an expense in respect of defined Contribution plans are as under:

Particulars 2012-13 2011-12 2012-13 2011-12Dhanada Corporation Ltd. Dhanada Engineering Pvt. Ltd.

Contribution to Govt. Provident Fund 722159 725999 116963 166208

Employees’ State Insurance Scheme (ESIS) 333057 325399 64314 96127

10. Segment Reporting

The Group is engaged in Hospitality, Engineering, Education and other business which is considered as the Primary reportable business segment as per Accounting Standard (AS) 17 “Segment Reporting” issued by the Institute of Chartered Accountants of India.


2012-2013

98


Primary Segment: (` In Lacs)

Sr. No.

Particulars

Hospitality Engineering Education Treasury Operations Total

2012-13 2011-12 2012-13 2011-12 2012-13 2011-12 2012-13 2011-12 2012-13 2011-12

1.

Segment Revenue

a. External 895.62 819.22 206.55 330.65 3.93 - 21.03 53.23 1127.13 1,203.10

b. Inter-Segment - - - - - - - - - -

c. Total Revenue 895.62 819.22 206.55 330.65 3.93 - 21.03 53.23 1127.13 1,203.10

2.

Total Revenue of each segment as a percentage of Total Revenue of all Segments

79 68 18 27 1 - 2 5 100 100

3.Segment Results (Profit/(Loss)) before Interest, Depreciation and Taxes

326.51 281.01 (85.15) (22.83) (54.33) - 15.18 (39.98) 202.21 218.20

4. Interest 161.49 147.56 57.21 70.51 1.48 - - 0.03 220.18 218.10

5. Depreciation / Amortization 133.19 127.54 66.00 75.97 1.55 - - 0.48 200.74 203.99

6. Taxes - - (69.72) (39.57) - - - - (69.72) (39.57)

7.Segment Result Net Profit/(Loss)

31.83 5.91 (138.64) (129.74) (57.36) - 15.18 (40.49) (148.99) (164.32)

8. Segment Assets 3947.53 3769.75 576.73 596.47 19.53 - 67.20 55.87 4610.99 4,422.09

9.Segment Assets as a percentage of all Segments

86 85 13 13 1 - 2 1 100 100

10. Segment Liabilities 1476.13 1861.83 632.56 631.94 102.84 - 9.05 - 2220.58 2,493.77

11. Capital Expenditure 31.15 174.11 27.77 7.60 6.01 - - - 181.71

12.Non-Cash Expenses other than Depreciation and Amortization

0.38 79.11 0.38 13.00 - - - - 0.76 92.11

11. a. Related Party Disclosures: (As per AS 18): Following are transactions with related parties during the year:

i. In case of Dhanada Corporation Ltd.:

Sr. No Name of the Party Nature of Transaction Opening

Balance Addition Payment/

Receipt during the year

Balance Outstanding


1. Dhanada Holdings Pvt. Ltd. Unsecured Loan Taken 8,11,46,660 Cr. 5,76,76,323 Cr. 12,58,08,160 Dr. 1,30,14,823 Cr.

ii. In case of Dhanada Engineering Pvt. Ltd.

Sr. No Name of the Party Nature of Transaction Opening

Balance Addition Payment/

Receipt during the year

Balance Outstanding

31st March 2013

1.Dhanada Education Pvt. Ltd. (Associate Company)

Unsecured Loan Taken - 7,98,000 Cr. 4,69,400 Dr. 3,28,600 Dr.

2.Dhanada Education Pvt. Ltd. (Associate Company)

Interest Payable - 80,697 Cr. 8,070 Dr. 72,626.00 Cr.

iii. In case of Dhanada Education Pvt. Ltd.Name of Party Nature of Transaction Opening

BalanceReceipts during

the YearPayments

during the yearBalance

Outstanding 31st March 2013

Ultimate Holding CompanyDhanada Holdings Private Ltd. Administrative Charges 1,98,000.00 Cr. - - 1,98,000.00 Cr.DirectorRamesh R. Havele Unsecured Loan taken 8,72,383.99 Cr. 1,39,396.98 Cr. 8,75,000,00 Dr. 1,36,780.97 Cr.Associate CompanyDhanada Engineering Pvt. Ltd. Unsecured Loan Given - 4,69,400.00 Cr. 7,98,000.00 Dr. 3,28,600.00 Dr.

Dhanada Engineering Pvt. Ltd.Interest on Unsecured Loan Receivable

- 8,070.00 Cr. 80,697.00 Dr. 72,627.00 Dr.



99

b. In case of Dhanada Corporation Ltd., no remuneration paid to the Directors of the Company except Board Meeting Seating Fees paid of ` 1,74,000/- (Previous Year ` . 2,80,000/-).

In case of Dhanada Engineering Pvt. Ltd. the Company has paid managerial remuneration of ` 6,00,000/- (Previous Year ` 1,50,000/-).

12. Impairment of Fixed Assets:

The Fixed assets specifically Land, Building, and Plant and Machinery of the Company have been valued by an approved valuer at reasonable interval in order to comply with the Requirements of AS-28 and there are no impairment of assets in the current year.

13. Events occurring after Balance Sheet Date:

The Company has acquired 60% stake in Dhanada Clean Energy (India) Private Limited and thus it became a subsidiary of the Company w. e. f. 15th April 2013.

14. Provisions, Contingent Liabilities and Contingent Asset:

i. Provisions are recognized when the Company has present legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimates can be made for the amount of the obligation.

ii. In case of Holding Company, the Company has availed Bank Guarantee of ̀ 1,00,000/- from Saraswat Co-operative Bank Ltd. for the purpose of Bar License.

15. Previous year’s figures are regrouped, reworked and rearranged wherever necessary.

As per our report of even date Annexed

For G. K. Chandavarkar & Co. For and on behalf of the Board of DirectorsChartered Accountants(Firm Registration No.115924W)


Place: Pune Shreeniwas G. Kale Gajanan M. DeshpandeDate: 30th May 2013 Director Director



2012-2013

100


NOTES

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Dhanada Corporation Ltd.‘Dhanada’, 16/6, Erandwana Housing Society,Plot No. 8, Patwardhan Baug, Pune 411 004. IndiaTelefax : +91-20-25462408, 25460661

Email : [email protected] : www.dhanadacorp.com

Dhanada Corporation Ltd.

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