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Notice of Annual General Meeting

The 29th Annual General Meeting of DHANADA CORPORATION LIMITED will be held on Wednesday, 30th September 2015 at 4.00 p.m. at the registered office of the Company at ‘Dhanada’, 16/6, Erandawana Housing Society, Plot No. 8, Patwardhan Baug, Pune – 411004 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 2015 and the Balance Sheet as on that date together

with Report of Auditors and Directors thereon and annexures thereto. 2. To appoint a Director in place of Mrs. Veena Ramesh Havele (DIN 00007593) who retires by rotation and being eligible offers herself for re-appointment.

3. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to Section 139, 142 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder and pursuant

to the resolution passed by the members at the Annual General Meeting held on 30th September 2014, the appointment of M/s. G. K. Chandavarkar & Co., Chartered Accountants, Pune, having Firm Registration No. 115924W as the auditors of the Company, to hold office till the conclusion of 30th Annual General Meeting, be and is hereby ratified and the Board of Directors be and is hereby authorized to fix the remuneration payable to the said auditors for the financial year 2015 – 2016.”

SPECIAL BUSINESS:

4. To consider and if thought fit, to pass, with or without modification, the following resolution as a Special resolution:

“RESOLVED THAT pursuant to the provisions of Section 5, 14 and other applicable provisions of the Companies Act, 2013 and Schedule I made there under (including any statutory modifications and re-enactments thereof for the time being in force), Article Nos. 1 to 170 contained in the Articles of Association of the Company be and are hereby deleted and are substituted by the new Article Nos. 1 to 164.”

By order of the Board of Directors DHANADA CORPORATION LIMITED

Ramesh HavelePlace : Pune Chairman & Managing Director Date : 14th August 2015 (DIN 00007580)

NOTES:

1. A member entitled to attend and vote at the meeting is entitled to appoint, one or more proxies, 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. Corporate Members intending to send their authorized representatives to attend the meeting are requested to send to the Company a certified copy of the Board resolution authorizing such a representative to attend and vote on their behalf at the meeting.

3. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged at any time during the business hours of the Company, provided that not less than 3 days notice in writing is given to the Company.

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

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

6. Members / Proxies should bring the attached attendance slip / proxy form duly filled in, stamped and signed for attending the meeting. The member should invariably write his / her name, address, email id, Folio No. / DP Identity No. and Client Identity No. and name, address and email id of proxy.

7. The Registers of the Members, Share Transfer Register and shareholders book of the Company will remain closed from 24th September 2015 to 30th September 2015, both days inclusive.

8. Pursuant to the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Clause 35B of the Listing Agreement, the Company is pleased to provide its members the electronic facility to exercise their right to vote in respect of business mentioned in the notice. For this purpose, the Company has entered into an agreement with M/s. Central Depository Services (India)

DHANADA CORPORATION LIMITEDRegd. Office: ‘Dhanada’, 16/6, Erandawana Housing Society,Plot No. 8, Patwardhan Baug, Pune 411004.CIN : L55101PN1986PLC133909

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Limited (CDSL) for facilitating e-Voting facility to enable the members to cast their votes electronically. E-voting is optional. A member may avail of the facility at his / her / its discretion. The instructions as regards availing e-voting facility are annexed.

9. Members may also note that, additionally, the Notice of 29th Annual General Meeting and the Annual Report for the year ended 31.03.2015 will be available on the Company’s website www.dhanadacorp.com.

10. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company / Registrar and Transfer Agent.

11. Pursuant to Section 72 of the Companies Act, 2013, shareholders holding shares in physical form may file nomination in the prescribed Form SH-13 with the Company’s Registrar and Transfer Agent. In respect of shares held in electronic / demat form, the nomination form may be filed with the respective Depository Participant.

12. Members holding shares in identical order or names in more than one folio are requested to write to the company to consolidate their shares and send relevant share certificates for consolidation. This would facilitate the member in one point tracking of his/her holding and corporate benefits.

13. All relevant documents referred in the Notice shall be open for inspection by the members at the Registered Office of the Company during the normal business hours (10 A.M to 6 P.M) on all working days (except Sunday) upto the date of Annual General Meeting of the Company.

14. Members requiring information on the Audited Statement of Profit and Loss for the year ended 31st March 2015 and the Balance Sheet as at that date are requested to write to the Company at least seven (7) days before the date of the meeting to enable the Company to furnish the information.

15. The Members, who have voted electronically, are not eligible to vote by ballot paper at the meeting. In case, members cast their vote through both the methods the votes cast through e-voting shall prevail and votes cast through ballot paper shall be considered invalid.

16. Mr. R. V. Pore, Practicing Company Secretary is appointed as Scrutinizer to scrutinise the e-voting and ballot process in a fair and transparent manner.

17. The results of e-voting shall be placed on the website of the Company www.dhanadacorp.com and be submitted to the Bombay Stock Exchange Limited. 18. The cut-off date (record date) shall be 23th September 2015. The members holding shares either in physical form or in dematerialized form, as on the

cut-off date (record date) may cast their vote electronically. A person who is not a member as on the cut-off date should treat this notice for information purpose only.

19. Any person who acquires shares of the Company and becomes member of the Company after dispatch of the Notice and holding shares as on the cut-off date i.e. 23rd September 2015 may refer instructions kit attached to the notice for e-voting.

20. 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 2014 – 2015 and Notice of Annual General Meeting to be held on 30th September 2015 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 2014 – 2015 will be sent to them at their registered address.

Members are requested to register their email id by sending an email to greeninitiative@dhanadacorp.com 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.

Details of the Directors seeking reappointment at the forthcoming Annual General Meeting (in pursuance of Clause 49 of the Listing Agreement and Secretarial Standards – 2 on General Meetings): Mrs. Veena Ramesh Havele (DIN 00007593) Date of Birth: 28th August 1965Date 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. (Erstwhile name Dhanada Portfolio Management 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.

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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 LimitedKiran 4, Sthairya Society, Karvenagar, Pune – 411052.Committee Position held: Membership: Audit Committee of Dhanada Corporation Ltd. Membership: Stakeholders Relationship Committee of Dhanada Corporation Ltd. Membership: Nomination and Remuneration Committee of Dhanada Corporation Ltd.Relationship with other directors of the Company:

Mrs. Veena R. Havele (DIN 00007593) is wife of Mr. Ramesh R. Havele (DIN 00007580), Chairman and Managing Director of the Company.

Number of meeting of the Board attended during the year:

Mrs. Veena R. Havele has attended all 5 (Five) Board Meetings held during the financial year 2014 – 15.

Details of shares / other instruments held by the Non-executive Director: Mrs. Veena Ramesh Havele (DIN 00007593) does not hold any shares in the Company.

Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013

Item No. 4

The existing Articles of Association is based on the Companies Act, 1956 and several regulations in it contain references to specific sections of the Companies Act, 1956. Some regulations in the existing Articles of Association are now redundant either under the Companies Act, 1956 or the Companies Act, 2013 (new Act) and no longer required.

Hence, the Board proposes to adopt a new set of Articles. Accordingly, the Board recommends the resolution set forth in Item No. 4 for the approval of the shareholders.

A draft of the proposed Articles of Association is enclosed.

None of the directors, key managerial personnel and their relatives is interested or concerned, in any way, financial or otherwise, in the aforesaid resolution.

Nal StopKarve Road

Mehendale Garage

CDSS

Gulavani Maharaj Road

ShamaprasadMukharji Udyan

Dinanath Mangeshkar Hospital

Khilare Patil Road

DhanadaCorporation

Limited

Patwardhan Baug Road

Karve Road

Rout map of venue of meeting

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The instructions for shareholders voting electronically are as under:

(i) The voting period begins on 26th September 2015 at 9.00 a.m. (IST) and ends on 28th September 2015 at 5.00 p.m. (IST). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 23rd September 2015 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iii) Click on Shareholders.

(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PANEnter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)• Members who have not updated their PAN with the Company / Depository Participant are requested to use the

sequence number which is printed on the Postal Ballot / Attendance Slip indicated in the PAN field.

DOBEnter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details• Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat

account or folio.• Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or

company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

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

(xi) Click on the EVSN namely, Dhanada Corporation Limited.

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xvii) If Demat account holder has forgotten the same password then enter the User ID and the image verification code and click on Forgot Password and enter the details as prompted by the system.

(xviii) Note for Non – Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.• After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be

able to link the account(s) for which they wish to vote on.• The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their

vote. • A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be

uploaded in PDF format in the system for the scrutinizer to verify the same.

(xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com or you may contact Mr. Ramesh M. Pradhan, Chief Financial Officer, Dhanada Corporation Limited on (020) 25460505 or at email id dhanada@dhanadacorp.com.

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THE COMPANIES ACT, 2013COMPANY LIMITED BY SHARES

(Incorporated under the Companies Act, 1956)

ARTICLES OF ASSOCIATIONOF

DHANADA CORPORATION LIMITED*

1. Regulations in Table F in the first schedule to the Companies Act, 2013 shall apply to this company except in so far as they are not inconsistent with any of the provisions contained in these regulations and except in so far as they are hereinafter expressly or impliedly excluded or modified.

Provided however that in case any of the regulation/s contained herein is/are contrary to or inconsistent with the provisions of the Companies Act,

2013 and rules made there under, then the provisions of the said Act and rules shall override.

INTERPRETATION

2. In the interpretation of these Articles, the following words and expressions shall have the following meanings unless excluded by the subject or context.

i. “The Company” or “This Company” means “DHANADA CORPORATION LIMITED”*.

ii. “The Act” or “The Said Act” means the Companies Act, 2013 and rules made there under and include any statutory modification thereof for the time being in force.

iii. “Company” means a company incorporated under the Act or under any previous company law.

iv. “Board of Directors” or “Board”, in relation to a company, means the collective body of the directors of the company.

v. “Director” means a director appointed to the Board of the Company.

vi. “Independent Director” means an independent director referred to in sub-section (5) of section 149 of the Act.

vii. “Key Managerial Personnel”, in relation to a company, means-i. the Chief Executive Officer or the managing director or the manager;ii. the company secretary;iii. the whole-time Director;vi. the Chief Financial Officer and;v. such other officer as may be prescribed by the Act or rules made thereunder.

viii. “Member”, in relation to a company, means- i. the subscriber to the memorandum of the company who shall be deemed to have agreed to become member of the company, and on

its registration, shall be entered as member in its register of members;ii. every other person who agrees in writing to become a member of the company and whose name is entered in the register of members

of the company;iii. every person holding shares of the company and whose name is entered as a beneficial owner in the records of a depository.

ix. “Financial Year”, in relation to any company, means the period ending on the 31st day of March every year, in respect whereof financial statement of the company is made up.

x. “Financial Statement” in relation to a company, includes-i. a balance sheet as at the end of the financial year;ii. a profit and loss account, or in the case of a company carrying on any activity not for profit, an income and expenditure account for the

financial year;iii. cash flow statement for the financial year;iv. a statement of changes in equity, if applicable; andv. any explanatory note annexed to, or forming part of, any document referred to in sub-clause (i) to sub-clause (iv).

xi. “ The Seal” shall mean the common seal of the company.

xii. “Document” includes summons, notice, requisition, order, declaration, form and register, whether issued, sent or kept in pursuance of this Act or under any other law for time being in force or otherwise, maintained on paper or in electronic form.

xiii. “Dividend” includes any interim dividend.

xiv. “Differential voting rights” includes rights as to dividend or voting and / or otherwise.

* Name changed from ‘Vedant Hotels Limited’ to ‘Dhanada Corporation Limited’ w.e.f. 5th October 2011.

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xv. “Depositories Act” means the Depositories Act, 1996 and shall include any statutory modifications or re-enactment thereof for the time being in force.

xvi. “Depository” means a depository as defined under clause (e) of sub-section (1) of Section 2 of the Depositories Act.

xvii. “Employees’ Stock Option” means the option given to the directors, officers or employees of the company or of its holding company or subsidiary company or companies, if any, which gives such directors, officers or employees, the benefit or right to purchase, or to subscribe for, the shares of the company at a future date at a pre-determined price.

xviii. “Month” means a Calendar Month.

xix. “Office” means the Registered Office for the time being of the company.

xx. “Ordinary or Special Resolution” means an ordinary resolution, or as the case may be, special resolution referred to in section 114 of the Act.

xxi. “Debenture” includes debenture stock, bonds or any other instrument of a company evidencing a debt, whether constituting a charge on the assets of the company or not.

xxii. Words importing the masculine gender also include the feminine gender.

xxiii. Words importing the singular number shall also include the plural and vice-versa. xxiv. “Variation” shall include abrogation, “Vary” shall include abrogate.

xxv. “Person” shall, where the context requires, include bodies corporate, companies as well as individuals.

xxvi. “Writing” or “In Writing” shall include printing, lithography and any other mode or modes of representing or reproducing words in a visible form.

xxvii. “National Holiday” means the day declared as national holiday by the Central Government

xxviii. “These Presents” or “Articles” means these articles of association as originally framed or as altered from time to time by special resolution.

xxix. “Postal Ballot” means voting by post or through any electronic mode.

Subject as aforesaid, any words or expressions defined in the Act shall, except where the subject or context forbids, bear the same meaning in these Articles.

3. This Company is “Public Company” within the meaning of Section 2(71) of the Companies Act, 2013.

SHARE CAPITAL AND VARIATION OF RIGHTS

4. The Authorised Share Capital of the company shall be the same as contained in Clause V of the Memorandum of Association of the company.

5. Subject to the provisions of the Act and these Articles, the shares in the capital of the company shall be under the control of the Directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions and either at a premium or at par and at such time as they may from time to time think fit.

6. Subject to the provisions of Section 55 of the Act, the company shall have the power to issue Preference Shares which at the option of the company are liable to be redeemed and the resolution authorizing such issue shall prescribe the manner, terms and conditions of redemption.

7. On the issue of Redeemable Preference Shares under the provisions of Article 6 hereof the following provisions shall take effect:-

a. No such shares shall be redeemed except out of profits of the company which would otherwise be available for dividend or out of the proceeds of a fresh issue of shares made for the purpose of such redemption.

b. No such shares shall be redeemed unless they are fully paid.

c. Where such shares are proposed to be redeemed out of the profits of the company, there shall, out of such profits, be transferred, a sum equal to the nominal amount of the shares to be redeemed, to a reserve, to be called the Capital Redemption Reserve Account, and the provisions of this Act relating to reduction of share capital of a company shall, except as provided in Section 55 of the Act, apply as if the Capital Redemption Reserve Account were paid up share capital of the company.

d. The premium, if any, payable on redemption must have been provided out of the profits of the company or the company’s securities premium account, as applicable, before such shares are redeemed.

8. The rights of the holders of any class of shares for the time being may be modified, varied, affected, extended or surrendered either with the consent in writing of the holders of three-fourths of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of shares of that class.

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9. The joint holder of a share shall severally as well as jointly be liable for the payment of all instalments and calls due in respect of such shares.

10. The shares or other interest of any member in the company shall be properly transferable in the manner provided by these presents.

11. The company may at any time pay commission to any person in consideration of his subscribing, or agreeing to subscribe (whether absolutely or conditionally) for any shares in or debentures of the company or procuring or agreeing to procure subscription (whether absolute or conditional) for any shares in or debentures of the company pursuant to the provisions of Section 40(6) of the said Act.

12. The rate or amount of the commission paid or agreed to be paid shall not exceed in the case of shares two and a half percent of the price at which the shares are issued and in the case of debentures two and a half percent of the price at which the debentures are issued and shall be disclosed in the manner required by the said section and rules made there under. Such commission may be paid by way of cash and / or by allotment of securities.

13. The Board may issue and allot shares in the capital of the company as payment or part payment for any property sold or goods transferred or machinery or appliances supplied, for cash or for services rendered or be rendered to the company, as regards all allotments from time to time made, the Board shall duly comply with the provisions of the Act.

14. A certificate under the Common Seal of the company, specifying any shares held by any member shall be prima facie evidence of title of the member to such shares.

15. An application signed by or on behalf of an applicant for shares in the company, followed by an allotment of any shares therein shall be an acceptance of the shares within the meaning of the Articles, and every person who thus or otherwise accepts any shares and whose name is on the Register of Members shall for the purpose of the Articles be a member. The Directors shall comply with the restrictions / provisions of Sections 39 and 40 of the Act in respect of allotment of securities so far as applicable.

16. 1. Where the company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount or value of the premium received on those shares shall be transferred to an account to be called ‘the Securities Premium Account’ and the provisions of the Act relating to the reduction of the share capital of a company shall, except as provided in this Article, apply as if the Securities Premium Account were paid up share capital of the company.

2. The Securities Premium Account may, notwithstanding anything contained in clause (1) of this Article, be applied by the company:

a. towards the issue of unissued shares of the company to the members of the company as fully paid bonus shares;b. in writing off the preliminary expenses of the company;c. in writing off the expenses of, or the commission paid or discount allowed on, any issue of shares or debentures of the company; d. in providing for the premium payable on the redemption of any redeemable preference shares or of any debentures of the company;

ore. for the purchase of its own shares or other securities under section 68.

17. 1. Where at any time, a company having a share capital proposes to increase its subscribed capital by the issue of further shares, such shares shall be offered-

a. to persons who, at the date of the offer, are holders of equity shares of the company in proportion, as nearly as circumstances admit,

to the paid-up share capital on those shares by sending a letter of offer subject to the conditions prescribed under Section 62(1)(a) of the Act.

b. to employees under a scheme of employees’ stock option, subject to special resolution passed by company and subject to such conditions as may be prescribed under the Act or rules made there under; or

c. to any persons, if it is authorised by a special resolution, whether or not those persons include the persons referred to in clause (a) or clause (b), either for cash or for a consideration other than cash, subject to such conditions as may be prescribed under the Act or rules made there under.

2. Notwithstanding anything contained in sub clause (1) of clause 17 above, but subject, however, to Section 62(3) of the Act, the company

may increase its subscribed capital on exercise of an option as a term attached to the debentures issued or loans raised by the company to convert such debentures or loans into shares, or to subscribe for shares in the company.

18. The shares shall be subject to the same provisions with reference to the payment of calls, lien, transfer, transmission, forfeiture and otherwise as the share in the original share capital.

19. If by the condition of allotment of any shares, the whole or part of the amount or issue price thereof shall be payable by instalments, every such instalment shall, when due, be paid to the company by the person who, for the time being and from time to time, shall be the registered holder of the share or his legal representative.

20. Except as required by law, no person shall be recognized by the company as holding any share upon trust and the company shall not be bound by or be compelled to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any shares, or any interest in any fractional part of shares, or (except only as by these regulations or by law otherwise expressly provided) any other right in respect of any share except an absolute right to the entirety thereof in the registered holder.

21. A company may keep in any country outside India a foreign register in such manner as may be prescribed containing the names and particulars of security holders or beneficial owners residing outside India.

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22. Subject to the provisions of Section 68 and 70 of the Act, the company may purchase its own shares or other specified securities. To the extent permitted by law, the company shall also have power to re-issue the shares so bought back.

23. Subject to the applicable provisions of the Act and or any other applicable Rules, Guidelines or other statutory provisions, the company acting through its Board of Directors shall have power to issue equity share capital with differential rights as to dividend, voting and / or otherwise in such manner and on such terms and conditions as may be prescribed by the resolution authorising such issue.

CERTIFICATES

24. Every Share Certificate shall be issued under the seal of the company, which shall be affixed in the presence of, and signed by- i. two directors duly authorized by the Board of Directors of the company for the purpose or the committee of the Board, if so authorized by the

Board; andii. the secretary or some other person appointed by the Board for the purpose.

Provided that, if the composition of the Board permits of it, at least one of the aforesaid two directors shall be a person other than a Managing or Whole-time Director.

A director may sign a share certificate by affixing his signature thereon by means of any machine, equipment or other mechanical means such as engraving in metal or lithography or digitally signed, but not by means of a rubber stamp, provided that the director shall be responsible for permitting the affixation of his signature thus and the safe custody of such machine, equipment or other material used for the purpose.

25. The share certificate shall be issued to the members of the company as per provisions laid down in Section 56 of the Act and the Companies (Share Capital and Debentures) Rules, 2014 and amendments thereof.

26. Any two or more joint allottees of a share shall, for the purpose of this Article, be treated as a single member, and the certificate of any share, which may be the subject of joint ownership, may be delivered to any one of such joint owners on behalf of all of them. The company shall comply with the provisions of Section 56 of the Act.

27. If any share stands in the names of two or more persons, the person first named in the Register shall, as regards receipts of dividends or bonus or

service of notice and all or any other matter connected with the company, except voting at meetings and the transfer of the shares, be deemed the sole holder thereof.

28. Issue of Renewed or Duplicate Share Certificates-

a. No certificate of any share or shares shall be issued either in exchange for those which are sub divided or consolidated or in replacement of those which are defaced, torn or old, decrepit, worn out or where pages on the reverse for recording transfers have been duly utilized, unless the certificate in lieu of which it is issued is surrendered to the company. Provided that the company shall charge such fee as the Board thinks fit, not exceeding fifty rupees per certificate.

b. When a new share certificate has been issued in pursuance of clause (a) of this Article, it shall state on the face of it and be recorded in the Register maintained for the purpose, that it is “Issued in lieu of share certificate no. _____ subdivided / replaced / on consolidation”.

c. If a share certificate is lost or destroyed, a new certificate in lieu thereof shall be issued only with the prior consent of the Board and on payment of such fees as the Board thinks fir, not exceeding rupees fifty per certificate and on such reasonable terms, such as furnishing evidence and indemnity and the payment of out of pocket expenses incurred by the company in investigating evidence.

d. When a new share certificate has been issued in pursuance of clause (c) of this Article, it shall state prominently on the face of it and be recorded in the Register maintained for the purpose, that it is “duplicate issued in lieu of share certificate no. _____” and the word “duplicate” shall be stamped or printed prominently on the face of the share certificate.

e. Where a new share certificate has been issued in pursuance of clause (a) or clause (c) of this Article, particulars of every such share certificate shall be entered in the Register of Renewed and Duplicate Share Certificates indicating against the name(s) of the person(s) to whom the certificate is issued, the number and date of issue of the share certificate in lieu of which the new certificate is issued and the necessary changes indicated in the Register of Members by suitable cross reference in the “Remarks” column.

CALLS ON SHARES

29. The Board may, from time to time and subject to the provisions of Section 49 of the Act, make such calls as they think fit upon the members in respect of all moneys unpaid on the shares held by them respectively and not by the conditions of allotment thereof made payable at fixed times.

Provided that call shall not exceed one-fourth of the nominal value of the share or be payable at less than one month from the date fixed for the payment of the last preceding call.

30. A call shall be deemed to have been made at the time when resolution of the Board authorising such call was passed and may be required to be paid

by instalments.

31. Fourteen day’s notice at the least shall be given by the company of every call made payable otherwise than on allotment specifying the time and place of payment.

32. The Board may at its discretion revoke or postpone the call so made.

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33. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. 34. If by the terms of issue of any share or otherwise any amount is made payable on allotment at any fixed time or by instalments at fixed times, (whether

on account of the amount of the share or by way of premium), every such amount or instalment shall be payable as if it were a call duly made by the Board and of which due notice has been given, and all the provisions herein contained in respect of calls shall relate to such amount or instalments accordingly.

35. If the sum payable in respect of any call or instalment be not paid on or before the day appointed for payment thereof the holder for the time being or allottee of the share in respect of which a call shall have been made or the instalment be due shall pay interest for the same at such rate not exceeding 10 % per annum or at such lower rate, if any, as the Board may fix from the day appointed for the payment thereof to the time of actual payment but the Board may waive payment of such interest wholly or in part.

36. In case of non-payment of such sum, all the relevant provisions of these regulations as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

37. Neither judgement or a decree in favour of the company for calls or other moneys due in respect of any shares nor any part payment or satisfaction thereof nor the receipt by the company of a portion of any money which shall from time to time be due from any member in respect of any shares either by way of principal or interest nor any indulgence granted by the company in respect of payment of such money shall preclude the forfeiture of such shares as herein provided.

38. On the trial or hearing of any action or suit brought by the company against any members or his legal representative for the recovery of any money claimed to be due to the company in respect of any shares it shall be sufficient to prove that the name of the member in respect of whose shares the money is sought to be recovered appears entered on the Register of Members as the holder or one of the holders, at or subsequently to the date at which the money sought to be recovered is alleged to have become due, of the shares in respect of which such money is sought to be recovered, that the resolution making this call is duly recorded in the Minute Book and that notice of such call was duly given to the members sued in pursuance of these presents and it shall not be necessary to prove the appointment of the Director who made such calls or any other matter whatsoever but the proof of the matters aforesaid shall be conclusive evidence of the debt.

39. The Board may, if it thinks fit, receive from any member willing to advance the same, all or any part of the monies remaining unpaid upon any shares held by him, even if no part of that amount has been called up.

40. A member shall not be entitled to any voting rights in respect of the amount paid by him under clause 38 above, until the amount has been called up.

41. The Board may, upon all or any of the monies so advanced, pay interest at such rate not exceeding, unless the company in general meeting shall otherwise direct, 12% per annum, as may be agreed upon between the Board and the member paying the sum in advance.

DEMATERIALISATION OF SECURITIES

42. a. Dematerialisation

Notwithstanding anything contained in these Articles, the company shall be entitled to dematerialise or rematerialise its shares, debentures and other securities (both present and future) held by it with the Depository and to offer its shares, debentures and other securities for subscription in a dematerialised form pursuant to the Depositories Act and the rules framed there under, if any.

b. Options for Investors

i. Every person subscribing to securities offered by the company shall have the option to receive security certificates or to hold the securities with a depository. Such a person who is the beneficial owner of the securities can at any time opt out of a depository, if permitted by the law, in respect of any security in the manner provided by the Depositories Act, and the company shall, in the manner and within the time prescribed, issue to the beneficial owner the required certificate of securities.

ii. If a person opts to hold his security with a depository, the company shall intimate such depository the details of allotment of the security, and on receipt of the information, the depository shall enter in its record the name of the allottee as the beneficial owner of the security.

c. Securities in Depositories to be in Fungible Form

All Securities held by a depository shall be dematerialised and be in fungible form. Nothing contained in Section 89 of the Act shall apply to depository in respect of the securities held by it on behalf of the beneficial owners.

d. Rights of Depositories and Beneficial Owners

i. Notwithstanding anything to the contrary contained in the Act or these Articles, a depository shall be deemed to be the registered owner for the purposes of effecting transfer of ownership of security on behalf of the beneficial owner.

ii. Save as otherwise provided in Article (i) above, the Depository as the registered owner of the securities shall not have any voting rights or any other rights in respect of the securities held by it.

iii. Every person holding securities of the company and whose name is entered as the beneficial owner in the records of the depository shall be deemed to be a member of the company. The beneficial owner of securities shall be entitled to all the rights and benefits and be subject to all the liabilities in respect of his securities, which are held by a depository.

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e. Service of Documents Notwithstanding anything in the Act or these Articles to the contrary, where securities are held in a depository, the records of the beneficial ownership may be served by such Depository on the company by means of electronic mode or by delivery of floppies or discs.

f. Register and Index of Beneficial Owners

For the purposes of these Articles, the Registers and Indices of Members shall be deemed to include the Registers and Indices of Beneficial Owners maintained under the Depositories Act, 1996, by every Depository in respect of securities issued by the company.

g. Transfer and Transmission of Securities

Where any securities are held in a depository, the provisions relating to transfer of shares, debentures or other securities shall apply to such shares, debentures and other securities in accordance with the provisions of the Depositories Act. The Register of Transfer and Register of Transmission of Securities maintained by a Depository under the Depositories Act, 1996 shall be deemed to be a Register of Share Transfer and Register of Transmission for the purposes of this Act.

h. Allotment of Securities Dealt with in a Depository

Notwithstanding anything in the Act or these Articles, where securities are dealt with by a depository, the company shall intimate the details thereof to the Depository immediately on allotment of such securities.

i. Distinctive Numbers of Securities held in a Depository

Nothing contained in the Act or these Articles regarding the necessity of having distinctive numbers for securities issued by the company shall apply to securities held with a Depository.

j. Depository to furnish information

Every Depository shall furnish to the company information about the transfer of securities in the name of the beneficial owner at such intervals and in such manner as may be specified by laws and the company in that behalf.

LIEN

43. The company shall have a first and paramount lien on every share (not being fully paid share), for all monies (whether presently payable or not) called, or payable at a fixed time in respect of that share and on all shares (not being fully paid shares) standing registered in the name of a single person, for all monies presently payable by him or his estate to the company and such lien, if any, on a share shall extend to all dividends payable and bonuses declared from time to time in respect of such shares. Provided that the Board of Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article.

44. The company may sell in such a manner as the Board thinks fit any shares on which the company has a lien but no sale be made until a sum in respect of which the lien exists is presently payable or until the expiration of fourteen days after a notice in writing, stating and demanding payment of such amount in respect of which the lien exists has been given to the registered holder for the time being of the share or to the person entitled to the share by reason of his death or insolvency. The Board may appoint a person to effect the sale and transfer.

45. The net proceeds of the sale shall be applied in or towards payment of such part of the amount in respect of which the lien exists as is presently payable. The residue, if any, shall be paid to the person entitled to the share so sold. The purchaser shall be registered as the holder of the shares and he shall not be bound to see the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

SURRENDER AND FORFEITURE OF SHARES

46. If a member fails to pay any call or instalment of a call or any other sum or sums on the shares on the last day appointed for the payment thereof, the Board may at any time thereafter during such time as the or any part of such call or instalments of sums remaining unpaid, serve a notice on him or on the person (if any) entitled to shares by transmission requiring payment of so much of the amount as is unpaid together with the interest which may have accrued thereon. The Board may accept in the name of the and for the benefit of the company and upon such terms and conditions as may be agreed, the surrender of any shares liable to forfeiture and in so far as the law permits, of any other shares.

47. The notice shall name the place or places on and at which, and a further day (not earlier than the expiration of fourteen days from the date of the notice) on or before which the payment required by the notice is to be made. The notice shall detail the amount, which is due and payable on the shares and shall state that in the event of non payment at or before the time appointed, the shares will be liable to be forfeited.

48. If the requisitions of any such notice as aforesaid are not complied with, any of the shares in respect of which such notice has been given may, at any time thereafter before payment of all calls or instalments, interest or expenses or other money due in respect thereof, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends and bonus declared in respect of the forfeited shares and not actually paid before the forfeiture.

49. A forfeited or surrendered share may be sold or otherwise disposed of on such terms and in such manner as the Board may think fit and any time before a sale or disposition, the forfeiture may be annulled on such terms as the Board may think fit.

50. Any member whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding the forfeiture, be liable to pay and shall forthwith pay to the company, all calls, instalments, interest, expenses and other moneys owing upon or in respect of such

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shares at the time of the forfeiture.51. A duly verified declaration in writing that the declarant is a director, the manager or the secretary, of the company and that a share in the company has

been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share and that declaration and the receipts of the company for consideration, if any, given for the shares on the sale or disposal thereof, shall constitute a good title to the share and the person to whom the share is sold, or disposed off shall be registered as the holder of the share and shall not be bound to see the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

52. The provisions of these presents as in forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the amount of the share or by way of premium or otherwise as if the same had been payable by virtue of a call duly made and notified.

TRANSFER AND TRANSMISSION OF SHARES AND DEBENTURES

53. The instrument of transfer of any share in the company shall be executed by or on behalf of the transferor and the transferee and the transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the Register of Members in respect thereof.

54. The instrument of transfer shall be in Form No. SH-4 prescribed in rules made under sub-section (1) of Section 56 or in such other form as may be prescribed under the Act from time to time or generally approved by the Stock Exchanges in India.

55. The Board may, subject to the right of appeal conferred by Section 58, decline to register-

a. the transfer of a share, not being a fully paid share, to a person of whom they do not approve; orb. any transfer of shares on which the company has a lien. .

56. The Board may decline to recognise any instrument of transfer unless-

a. the instrument of transfer is in the prescribed form;b. the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the Board may

reasonably require to show the right of the transferor to make the transfer; andc. the instrument of transfer is in respect of only one class of shares.

57. If, in pursuance of any such power or otherwise, when the Board refuse to register any such transfer or transmission of right, then the Board shall within thirty days from the date of which the instrument of transfer or the intimation of such transmission, as the case may be was delivered to the company, send notice of the refusal to the transferee and the transferor or to the person given intimation of such transmission as the case may be.

58. On giving not less than seven days’ previous notice in accordance with Section 91 and rules made there under, the registration of transfers may be suspended at such times and for such periods as the Board may from time to time determine.

Provided that such registration shall not be suspended for more than thirty days at any one time or for more than forty-five days in the aggregate in any year.

59. No transfer of any shares shall be made to an infant, minor or a person of unsound mind. Upon transmission of shares by operation of law, the company shall not be bound or be required to enter the name of an infant or minor in its Register of Members.

60. In the case of the death, of any one or more of the person named in the Register of Members as the joint-holders of any shares, the survivor or survivors shall be the only persons recognised by the company as having any title to or interest in such shares, but nothing herein contained shall be taken to release the estate of a deceased joint-holder from any liability on shares held by him jointly with any other person.

61. The Executors or Administrators or the holder of a Succession Certificate of a deceased Member (whether European, Hindu, Mohammedian, Parsi or otherwise, not being one or two or more joint holders) shall be the only person whom the company will be bound to recognise as having any title to the shares registered in the name of such member and the company shall not be bound to recognise such Executors or Administrators or holders of a Succession Certificate unless they have first obtained Probate or Letter of Administration or a Succession Certificate as the case may be, from a duly constituted competent Court in India, provided that in any case where the Directors in their absolute discretion think fit, the Directors may dispense with the production of Probate or Letters of Administration or a Succession Certificate and under the next Article register the name of any person who claims to be absolutely entitled to the shares standing in the name of the deceased member, as a member.

62. Any person becoming entitled to any share in consequence of the Death, Lunacy, Bankruptcy or insolvency of any member or any lawful means other than by a transfer in accordance with these presents, may with the consent of the Directors (which they shall not be under any obligation to give) upon producing such evidence that he sustains the character in the respect of which he proposed to act under this Article or of his title, as the Directors shall require, either be registered himself as a member in respect of such shares or elect to have some person nominated by him and approved by the Directors registered as a member in respect of such shares; provided nevertheless that if such person shall elect to have his nominee registered, he shall testify his election by executing in favour of his nominee an instrument of transfer in accordance with the provisions herein contained and until he does so, he shall not be freed from any Liability in respect of such Shares. This Article is herein referred to as the Transmission Clause.

63. All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or insolvency of the member had not occurred and the notice or transfer were a transfer signed by that member.

64. A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the company.

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Provided that the Board may, at any time, give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share, until the requirements of the notice have been complied with.

65. Transfer / transmission of shares and sub-division / consolidation of shares in to marketable lots will be affected by the company free of cost and the Directors shall not charge any fees for the same.

66. The provisions of the Articles shall mutatis mutandis apply to the transfer or transmission by operation of law of debentures of the company.

67. The holder or joint holders of shares or debentures may nominate in accordance with the provisions of the Act and rules made there under and in the manner prescribed there under, a person to whom all the rights in the shares or debentures of the company shall vest in the event of death of such holder/s.

ALTERATION OF CAPITAL

68. The company may, from time to time, by Ordinary Resolution in General Meeting, increase the share capital by such sums to be divided into shares of such amounts as the resolution shall prescribe.

69. Subject to the provisions of Section 61 of the Act, the company may, by Ordinary Resolution:

a. consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;b. convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid up shares of any denomination;c. sub-divide its existing shares or any of them into shares of smaller amount than by the Memorandum.d. cancel any shares which, at the date of passing of the resolution, have not been taken or agreed to be taken by any person.

70. The company may, by Special Resolution, reduce its Share Capital or any Capital Redemption Reserve Account or any Share Premium Account in any

manner and subject to any incident authorised and consent required by law.

CONVERSION OF SHARES INTO STOCK AND RE-CONVERSION

71. The company in general meeting may convert any fully paid shares into stock, and when any shares shall have been converted into stock the holders to such stock may transfer the same or any part thereof in the same manner as, and subject to the same regulations under which, the shares from which the stock arose might before the conversion have been transferred or as near thereto as circumstances will admit. The company may at any time reconvert any stock into paid–up shares of any denomination.

Provided that the Board may, from time to time, fix the minimum amount of stock transferrable, so, however, that such minimum shall not exceed the nominal amount of the shares from which the stock arose.

72. The holders of Stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividends, voting at the meetings of the company, and other matters, as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and profits of the company and in the assets of winding up) shall be conferred by an amount of stock, which would not, if existing in shares, have conferred the privilege or advantage.

BORROWING POWERS

73. Subject to the provision of Sections 179 and 180 of the Act, the Directors may from time to time at their discretion borrow any sum or sums of money for the purpose of the company.

74. The Directors may raise and secure the payment of such sum or sums in such manner and upon such terms and conditions in all respects as per the Act and the rules made there under by the issue of bonds, particular or redeemable debentures or debenture-stock or any mortgage or charge or other security on the undertaking of the whole or any part of the property of the company (both present and future) including its uncalled capital for the time being.

75. Any bonds, debentures, debenture-stock or other securities issued or to be issued by the company shall be under the control of the Directors who may issue them upon such terms and conditions and in such manner and for such consideration as they shall consider to be for the benefit of the company.

76. A company may issue debentures with an option to convert such debentures into shares, either wholly or partly at the time of redemption, subject to the approval by special resolution at a general meeting.

77. 1. The company shall not issue any debentures carrying any voting rights.

2. Certain charges mentioned in Section 77 of the Act shall not be taken into account by the Liquidator or Creditors, unless registered and a certificate of registration of such charges is given by the Registrar as provided in Section 77 of the Act.

3. ‘Charge’ means an interest or lien created on the property or assets of a company or any of its undertakings or both as security and includes a mortgage;

4. A contract with the company to take up and pay for any debentures of the company may be enforced by a decree for specific performance.

78. 1. A copy of the trust deed shall be forwarded to any member or debenture holder of the company, at his request, within seven days of the making thereof, on payment of fee.

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2. The Trust Deed shall be open for inspection to any member or debenture holder of the company on payment of fees.

79. If any uncalled capital of the company is included in or charged by any mortgage or other security, the Directors may by instrument under the Company’s Seal authorise the person in whose favour such mortgage or security is executed or any other person in trust for him to make calls on the members in respect of such uncalled capital and the provisions hereinbefore contained in regard to call shall, mutatis mutandis, apply to calls made under such authority and such authority may be made exercisable either conditionally or unconditionally, and, either presently or contingently and either to the exclusion of the Directors’ power or otherwise and shall be assignable if expressed so to be.

80. If the Directors or any of them or any other person shall become personally liable for the payment of any sum primarily due from the company, the Directors may execute or cause to be executed any mortgage, charge or security over or affecting the whole or any part of the assets of the company by way of indemnity to secure the Directors or persons so becoming liable as aforesaid from any loss in respect of such liability.

GENERAL MEETINGS

81. 1. The company shall in each year hold, in addition to any other meeting, a General Meeting of the members of the company within six months from the date of closing of the financial year, not being more than fifteen months after the preceding Annual General Meeting, which shall be called the Annual General Meeting.

Provided that the Registrar may, for any special reason, extend the time within which any Annual General Meeting, other than the first annual

general meeting, shall be held, by a period not exceeding 3 months.

2. Every annual general meeting shall be called during business hours i.e. between 9 a.m. and 6 p.m. on a day that is not a National Holiday, and shall be held either at the registered office of the company or at some other place within the city, town or village in which the registered office of the company is situate.

82. 1. The provisions of Sections 98 and 101 to 109 of the Act shall, notwithstanding anything to the contrary in the Articles of the company, apply with respect to General Meetings of the company.

2. a. Section 105 of the Act, with such adaptations and modifications, if any, as may be prescribed shall apply with respect to meetings of any class of members or any class of debenture holders of a company in like manner as it applies with respect to General Meetings of the company.

b. Unless the articles of the company or, contract binding on the persons concerned otherwise provide, Sections 98, 101 to 104 and Sections 106 to 109 of the Act with such adaptations and modifications, if any, as may be prescribed shall apply with respect to meetings of any class of members or debenture holders or any class of debenture holders of a company in the like manner as they apply with respect to General Meetings of the company.

83. All general meetings other than annual general meetings shall be called extra-ordinary general meetings. The Board may, whenever it thinks fit, call an extra-ordinary general meeting. The extra-ordinary general meeting shall be held at any place in India.

84. The Board shall on the requisition of such number of members of the company as is specified in Sub-section (2) of Section 100, of the Act forthwith proceed duly to call an Extra Ordinary General Meeting of the company and in respect of any such requisition and of any meeting to be called pursuant thereto the provisions of Section 100 of the Act and rules made there under shall apply.

85. 1. A General Meeting of the company may be called by giving not less than clear 21 days’ notice in writing or through electronic mode.

2. A General Meeting may be called after giving shorter notice than that specified in Sub-clause (1) of this Article if consent is accorded thereto, in writing or by electronic mode, by not less than 95 percent of the members entitled to vote at such meeting:

86. 1. Every notice of a meeting of the company shall specify the place, date, day and hour of the meeting and shall contain a statement of the business to be transacted thereat.

2. Notice at every meeting of the company shall be given:

i. to every member of the company, legal representative of any deceased member or the assignee of an insolvent member; ii. the auditor or auditors of the company; andiii. every director of the company.

3. The accidental omission to give notice to or the non-receipt of notice by any member or other person to whom it should be given shall not invalidate the proceedings at the meeting.

87. 1. For the purpose of this article:

a. In case of an Annual General Meeting, all business to be transacted at the meeting shall be deemed special, other than (i) the consideration of financial statements and the reports of the Board of Directors and Auditors; (ii) the declaration of any dividend; (iii) the appointment of directors in the place of those retiring; and (iv) the appointment of, and the fixing of the remuneration of, the Auditors; and

b. In the case of any other meeting, all business shall be deemed special. 2. Where any items of business to be transacted at the meeting are deemed to be special as aforesaid, there shall be annexed to the notice of

the meeting a statement setting out all material facts concerning each such items of special business namely:

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a. the nature of concern or interest, financial or otherwise, if any, in respect if each items of – (i) every director and the manager, if any; (ii) every other key managerial personnel; and (iii) relatives of the persons mentioned in (i) and (ii);

b. any other information and facts that may enable members to understand the meaning, scope and implications of the items of business and to take decision thereon.

Provided that where any item of special business as aforesaid to be transacted at a meeting of the company relates to, or affects, any other company, the extent of shareholding interest in that other company of every promoter, director, manager, if any, and of every other key managerial personnel of the first-mentioned company shall also be set out in the statement, if the extent of such shareholding interest is not less than two percent of the paid up share capital of that company.

3. Where any item of business refers to any document, which is to be considered at the meeting, the time and place where such document can be inspected shall be specified in the statement aforesaid.

4. Where by any provision contained in the Act, Special Notice is required of any resolution, the company shall comply with the provisions of Section 115 of the Act and rules made there under, relating to resolutions requiring Special Notice.

88. 1. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business.

2. Save as otherwise provided herein, the quorum for a meeting of the company shall be as provided in Section 103 of the Act.

3. If within half-an-hour for holding a meeting of the company, a quorum is not present - (i) the meeting shall stand adjourned to the same day in the next week at the same time and place or to such other day and at such other time and place, as the Board may determine; or (ii) the meeting, if called by the requisitionists under section 100, shall stand cancelled.

4. If at the adjourned meeting also, the quorum is not present within half-an-hour from the time appointed for holding the meeting, the members present shall be a quorum.

89. 1. No business shall be discussed or transacted at any General Meeting, except the election of a Chairman while the Chair is vacant.

2. The Chairman of the Board of Directors shall be entitled to take the Chair at every General Meeting. If there be no Chairman or, if at any meeting, he shall not be present within 15 minutes after the time appointed for holding such meeting or, is unwilling to act, the Directors present may choose a Chairman and in default of their doing so, the members present shall choose one of the Directors to be the Chairman and if no Director present be willing to take the Chair, the members present shall choose one of their members to be the Chairman.

3. The Chairman may, with the consent of the meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place.

4. No business shall be transacted at any adjourned meeting other than the business left unfurnished at the meeting from which the adjournment took place.

5. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.

6. Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

7. A declaration by the Chairman that a resolution has been carried unanimously or by a particular majority or lost or not carried by a particular

majority and an entry to that effect in the books of the proceedings of the company, shall be conclusive evidence of the fact without further proof of the number or proportion of the votes recorded in favour of or against such resolution.

8. If a poll is demanded, it shall, subject to the provisions of the Act, be taken in such a manner and at such time not being later than forty-eight hours from the time when the demand was made, as the Chairman of the meeting may direct and the result of the poll shall be deemed to be the decision of the meeting on the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn at any time by the person or persons who made the demand.

9. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a casting vote in addition to his own vote or votes to which he may be entitled as a member.

90. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded.

91. 1. Any member of the company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person (whether a member or not) as his proxy to attend and vote instead of himself, but a proxy so appointed shall not have any right to speak at the meeting and shall not be entitled to vote except on a poll.

2. In every notice calling a meeting of the company there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint a proxy or where that is allowed, one or more proxies, to attend and vote instead of himself, and that a proxy need not be a member.

3. The instrument appointing a proxy or any other document necessary to show the validity of or otherwise relating to the appointment of a

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proxy shall be lodged with the company not less than forty-eight hours before the meeting in order that the appointment may be effective thereat.

4. The instrument appointing a proxy shall:

a. be in writing; andb. be signed by the appointer or his attorney duly authorised in writing or, if the appointer is a body corporate, be under its seal or be

signed by an officer or an attorney duly authorised by it.

5. An instrument appointing a proxy shall be in the form as prescribed in the rules made under Section 105 of the Act and shall not be questioned on the ground that it fails to comply with any special requirements specified for such instrument by the articles.

6. Every member entitled to vote at a meeting of the company, or on any resolution to be moved there at, shall be entitled, during the period beginning twenty-four hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, to inspect the proxies lodged, at any time during the business hours of the company, provided not less than three days’ notice in writing of the intention so as to inspect is given to the company.

92. At any General Meeting, a resolution put to the vote of the meeting shall, unless a poll is demanded under Section 109 of the Act or the voting is carried out electronically, be decided on a show of hands.

VOTES OF MEMBERS

93. Subject to any rights or restrictions for the time being attached to any class or cases of shares –a. on show of hands, every member present in person shall have one vote; andb. on a poll, the voting rights of members shall be in proportion to his share in the paid-up equity share capital of the company.

94. A member may exercise his vote at a meeting by electronic means in accordance with Section 108 and shall vote only once.

95. A body corporate (whether a company within the meaning of the Act or not) if it is a member or creditor of the company (including a holder of debentures) may authorise such person by a resolution of its Board of Directors or other governing body as it thinks fit to act as a representative at any meeting of the company or of any class of members of the company or at any meeting of the Creditors of the company as provided in the Section 113 of the Act.

96. If a member of the company is a body corporate which is present by proxy or by a representative duly authorised under Section 113 of the Act, in such case such proxy or representative may vote on a show of hands as well as on a poll as if he was a member of the company.

97. 1. A vote given in pursuance of an instrument or proxy shall be valid, notwithstanding the previous death or insanity of the principal or of an appointer or revocation of the proxy or of any power of attorney under which it was signed or transfer of the shares in respect to which the vote is given. Provided that no intimation in writing of the death, insanity, revocation or transfer shall have been received at the office before the meeting or adjourned meeting at which the proxy is used.

2. No objection shall be made, to the validity of any vote except at the meeting or poll at which such vote is tendered, and every vote given whether personally or by an agent or proxy or representative not disallowed at such meeting or poll shall be deemed valid for all purposes of such meeting or poll whatsoever.

3. The Chairman of any meeting shall be the sole judge of the validity of every vote tendered at such meeting. The Chairman present at the taking of the poll shall be the sole judge of the validity of every vote tendered at such poll.

98. The vote of the senior of two or more joint holders of a share who tenders it whether personally or by proxy, shall be accepted to the exclusion of the vote of the other joint holder; and for the purpose of this Article, seniority shall be determined by the order in which their names stand in the Register of Members.

Several executors or administrators of a deceased member in whose names any share stands shall for the purpose of this clause be deemed joint holders thereof.

99. The instrument appointing a proxy and the power of attorney, if any, under which it is signed or a notarised copy thereof, and a copy of the resolution of the Body Corporate under Section 113 of the Act, certified either by its Chairman or Director, or Secretary or by a Notary Public or any other document necessary to show the validity or otherwise relating to the appointment of a proxy in order that the appointment may be effective at such meeting, shall be deposited at the registered office of the company not less than 48 hours before the time for holding the meeting or adjourned meeting as the case may be, at which the person named in such instrument proposes to vote or in the case of a poll not less than 24 hours before the time appointed for taking of the poll; and in default the instrument of proxy shall not be treated as valid.

100. A member of unsound mind or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or at a poll, by his committee or other legal guardian and not otherwise, and any such committee or guardian may, on a poll, vote by proxy.

101. No member shall exercise any voting right in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid or in regard to which the company has exercised any right of lien.

BOARD OF DIRECTORS

102. Until otherwise determined by a General Meeting and subject to the provisions of Section 149 of the Act, the number of Directors shall not be less than three nor more than fifteen.

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103. The company shall, subject to the provisions of the Act, be entitled to agree with any person, firm or corporation that he or it shall have a right to appoint his and its nominee on the Board of Directors of the company upon such terms and conditions as the company may deem fit.

104. A Director shall not be required to hold any shares in the company.

105. The Board shall have power at any time and from time to time to appoint any other qualified person to be a Director to fill a casual vacancy. Any person so appointed shall hold office up to the date up to which the Director in whose place he is appointed would have held office if it had not been vacated.

106. Subject to the provisions of Section 161(1) of the Act, the Board shall have power at any time and from time to time to appoint any other qualified person, other than the person who fails to get appointed as a director in a general meeting, to be an additional Director, but so that the total number of Directors shall not at any time exceed the maximum number fixed under the Articles. Any such additional Director shall hold office only up to the date of the next Annual General Meeting, but shall be eligible for re-appointment, as a Director.

107. Subject to the provisions of Section 161(2) of the Act the Board may appoint a person, not being a person holding any alternate directorship for any other director in the company, to act as alternate Director for a Director during his absence for a period of not less than three months from India and his office shall be vacated when the director in whose place he has been appointed returns to India; provided such appointee whilst he holds office as an Alternate Director shall be entitled to notice of all the meetings of the Board and to attend and vote thereat and on all resolutions proposed by circulation.

No person shall be appointed as Alternate Director for an Independent Director unless he is qualified to be appointed as an Independent Director under the provisions of the Act.

108. a. So long as any money be owing by the company to any Financial Corporation or to any financial company, institution or Body (which Corporation or Body is hereinafter referred to as `The Corporation’), the Directors may authorize such Corporation to appoint from time to time any person or persons as a Director or Directors of the company which Director is hereinafter referred to as “Nominee Director” and such Nominee Director shall not be liable to retire by rotation.

b. The Corporation may at any time and from time to time remove such Nominee Director appointed by it and may at the time of such removal of and also in the case of death or resignation of the person appointed, at any time appoint any other person as a Nominee Director in his place. Such appointment or removal shall be made in writing signed by the Chairman of the Corporation or any Directors thereof or any person authorized by the Board of Directors thereof and shall be delivered to the company at its registered office.

109. Except with the approval of the company in general meeting

a. the remuneration payable to any one managing director; or whole-time director or manager shall not exceed 5% of the net profits of the company and if there is more than one such director remuneration shall not exceed 10% of the net profits to all such directors and manager taken together.

b. the remuneration payable to a Director who is neither Whole-time Director nor a Managing Director shall not exceed (i) 1% of the net profits of the company, if the company has a Managing or a Whole time Director or a Manager; (ii) 3% of the net profits of the company in other cases.

110. A director may receive remuneration by way of fees for attending the meeting of the Board or committee thereof. The amount of such fees shall be as the Board may, from time to time, determine, subject to any ceiling prescribed under the Act or rules made there under.

111. In addition to the remuneration payable to them in pursuance of the Act, the directors may be paid all travelling, hotel and other expenses properly incurred by them – a) in attending and returning from meetings of the Board of Directors or any committee thereof or general meetings of the company or b) in connection with the business of the company.

112. Not less than two-third of the total number of Directors shall be persons whose period of office is liable to determination by retirement by rotation and in every Annual General Meeting, one-third of the number of Directors liable to retirement by rotation, shall retire or if their number is not three or a multiple of three, then the number nearest to one-third shall retire from office. The Directors to retire in such cases shall be those who have been longest in office since their last appointment, but as between persons who become Directors on the same day, those who retire shall (unless they otherwise agree among themselves) be determined by lot. A retiring Director shall be eligible for re- appointment.

113. If the vacancy of the retiring Director is not so filled up and the meeting has not expressly resolved to fill up the vacancy, the meeting shall stand adjourned till the same day in the next week, at the same time and place or if that day is a National Holiday, till the next succeeding day which is not a holiday, at the same time and place and if at the adjourned meeting also, the vacancy of the retiring director is not filled up and that meeting has not expressly resolved not to fill up the vacancy, he shall, if willing, be deemed to have been reappointed, unless (i) the resolution for such reappointment has been put to vote and lost either at the adjourned meeting or at the previous meeting; (ii) he is not qualified for appointment; (iii) a resolution, whether special or ordinary, is required for his appointment or re-appointment by virtue of any provisions of this Act.

114. The office of a Director shall become vacant in the circumstances mentioned in Section 167 of the Act. It shall also become vacant whenever any Director resigns from the Board.

115. 1. Every Director who is in any way, whether directly or indirectly, concerned or interested in a contract or arrangement or proposed contract or arrangement entered into or to be entered into with (a) a body corporate in which such director or such director in association with any other director, holds more than 2% shareholding of that body corporate, or is a promoter, manager, Chief Executive Officer of that body corporate; or (b) a firm or other entity in which, such director is a partner, owner or member, as the case may be, shall disclose the nature of his concern or interest at the meeting of the Board at which such contract or arrangement is taken into consideration and may take part in the discussion and vote thereon AND his presence shall not be counted for the purpose of forming quorum at the time of any such discussion.

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2. Nothing in sub-clause (1) shall apply to any contract or arrangement entered into between this company and any other company, where any of the Directors of the company or two or more of them together holds or hold not more than 2% of the paid up share capital in the other company.

116. A Director of this company may be or become a Director of another company, promoted by this company or in which this company may be interested as vendor, shareholder or otherwise and no such Director shall be accountable to the company for the benefits he may have derived or may derive as a Director or member of such company.

PROCEEDINGS OF THE BOARD

117. The Board of Directors may meet together for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit. At least four such meetings shall be held in every year. The gap between two consecutive meetings shall not be more than one hundred and twenty days.

Directors may participate in a meeting of Board / Committee of Directors through electronic mode (video conferencing), provided that every director must attend personally at least one meeting in a financial year.

118. The Board of Directors may elect one of their members to be Chairman of the meeting and determine the period for which he is to hold office.

If no such Chairman is elected or the elected Chairman is not present within five minutes after the time appointed for holding the meeting, the directors present may choose one of their numbers to be chairman of the meeting.

119. Not less than seven days notice of every meeting of the Board of directors shall be given in writing to every director at his usual address whether in India or abroad and such notice can be sent by fax or electronic mail.

Provided that a meeting of the Board may be called at shorter notice to transact urgent business subject to the condition that at least one independent director, if any, shall be present at the meeting.

Provided further that in case of absence of independent directors from such a meeting of the Board, decision taken at such a meeting shall be circulated to all the directors and shall be final only on ratification thereof by atleast one independent director, if any.

120. The quorum for all the Board Meetings shall be one-third of the total strength (any fraction contained in that one third, being rounded of as one) or

two Directors whichever is higher, present in person or through video conferencing. Where at any time the number of interested directors exceeds or equals to two-thirds of the total strength the number of remaining directors, that is to say the number of directors, who are not interested, present at the meeting being not less than two, shall be the quorum during such meeting. If a meeting of the Board could not be held for want of a Quorum, the meeting shall stand adjourned to such other date and time (if any) as may be fixed by Chairman.

121. The meeting of the Board may be convened at such time and at such place as may be reasonably convenient. The meeting of the Board if requisitioned shall be held only at the registered office of the company.

122. A director may and the manager or secretary on the requisition of a director shall, at any time, summon a meeting of the Board.

123. Save as expressly provided in the Act or in these Articles, questions arising at any meeting of the Board shall be decided by a majority of votes. In case of equality of votes, the Chairman shall have a casting vote.

124. The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act for the purpose of increasing the number of directors to that fixed for the quorum, or for summoning general meeting of the company, but for no other purpose.

125. 1. The Board may, subject to the provisions of section 179 of the Act, delegate any of its powers to the committees consisting of such member or members of its body, managing director, the manager or any other principal officer of the company as it thinks fit.

2. Any committee so formed shall, in exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Board.

126. All acts done by any meeting of the Board or of a committee thereof or by any person acting as a director, shall, notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or more such directors or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such director or such person had been duly appointed and was qualified to be a director.

127. A resolution shall be deemed to have been duly passed by the Board or by a committee thereof by circulation, if the resolution has been circulated in draft, together with the necessary papers, if any, to all the directors, or to all the members of the committee (not being less than the quorum fixed for a meeting of the Board or committee, as the case may be) and is passed by the requisite majority and the said resolution will be confirmed in the next Board Meeting duly convened.

128. 1. The Board shall cause minutes to be made in the Books provided for the purpose:

a. of all appointments of Officers made by the Board in meeting,

b. of all names of Directors present at each meeting of the Directors and of any Committee of the Directors.c. of all resolutions and proceedings at all Meetings of the company and of the Directors and the Committee of Directors.

d. in the case of each resolution passed at the Meeting of the Board of Directors, the names of the Directors, if any, dissenting from or not concurring with the resolution.

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2. The Chairman of the Meeting may exclude at his absolute discretion, such of the matters as are or could reasonably be regarded as defamatory of any person, irrelevant or immaterial to the proceedings or detrimental to the interest of the company.

3. The minutes of the proceedings of the General Meetings, resolutions passed by postal ballot, Creditors Meetings and the Board Meetings or of the Committee of the Board shall be recorded in the books kept for that purpose within 30 days of the conclusion of every such meeting or passing of resolution by postal ballot with every page consecutively numbered. Each page of such books shall be initialled or signed and the last page of the record of proceedings of each meeting in such books shall be dated and signed:

a. in the case of minutes of proceedings of a meeting of the Board or of a Committee thereof, the Chairman of the next succeeding Meeting, and

b. in the case of the minutes of proceedings of a General Meeting, by the Chairman of the same meeting within the aforesaid period of 30 days or in the event of death or inability of that Chairman, within that period, by a Director duly authorised by the Board for that purpose.

c. in case of every resolution passed by postal ballot, by the chairman of the Board within the aforesaid period of thirty days or in the event of there being no chairman of the Board or the death or inability of that chairman within that period, by a director duly authorized by the Board for the purpose.

The Minute Books may be maintained in loose-leaf form, provided the pages are serially numbered and there is a proper locking device to ensure security and control of the loose-leaves.

POWERS AND DUTIES OF BOARD OF DIRECTORS

129. 1. The business of the company shall be managed by the Board, who may exercise all such powers of the company as are not, by the Act or any statutory modifications thereof for the time being in force or by these Articles, required to be exercised by the company in General Meeting subject nevertheless to any regulation of these Articles or to the provisions of the said Act and such regulations being not inconsistent with the aforesaid regulations or provisions as may be prescribed by the company in General Meeting; but no regulations made by the company in General Meeting, shall invalidate any prior act of the Board which would have been valid if the regulation had not been made.

2. In furtherance and not in limitations of, and without prejudice to the general powers conferred by these Articles, it is hereby expressly declared that the Directors shall have the following powers, that is to say, powers:

a. To take on lease, purchase or otherwise acquire for the company any property, securities, shares, rights or privileges which the

company is authorized to acquire at such price and generally on such terms and conditions as they think fit.

b. To appoint any person or persons to hold in trust for the company any property belonging to the company or in which it is interested for any other purposes, and execute and do all such instruments and things as may be requisite in relation to any such trust.

c. To sell, let, exchange or otherwise dispose off absolutely or conditionally all or any part of the property, privilege and undertaking of the company upon such terms and conditions and for such consideration as they may think fit.

d. To buy or procure the supply of all plant, machinery, fuel, materials, stores, implements and other movable property required for the purpose of the company.

e To sell and dispose off all articles and goods manufactured or dealt in by the company.

f. To appoint, engage, fix and pay the remuneration and dismiss or discharge and or re-employ managers, engineers, agents, secretaries, clerks, servants, workmen, other persons employed or to be employed in or in connection with the company’s business.

g. To appoint any person or persons to be the attorney or attorneys of the company, for such purposes and with powers, authorities and discretion, not exceeding those vested in or exercisable by the Directors and for such period and subject to such conditions, as the Directors, may from time to time think fit.

h. To enter into, carry out, rescind or vary financial arrangement with any banks, persons or corporations for or in connection with the company’s business or affairs and pursuant to or in connection with such arrangements to deposit, pledge, or hypothecate any property of the company or documents representing or relating to the same.

i. To make and give receipts, releases and other discharges for money payable to the company and for the claims and demands of the company.

j. To compound or allow time for the payment or satisfaction of any debts due to or by the company and any claims and demands by or against the company and to refer any claims or demands by or against the company to arbitration and observe and perform the awards.

k. For and on behalf of the company to draw, accept, endorse and negotiate all such cheques, bill of exchange, promissory notes, hundies, drafts, government and other securities as shall be necessary in or for carrying on the affairs of the company.

l. To institute, prosecute, defend, compromise, withdraw or abandon, any legal proceedings, by or against the company or its officers or otherwise concerning the affairs of the company.

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m. To invest and deal with any of the monies of the company not immediately required for the purpose thereof upon such securities or investments and in such manner as they may think fit and from time to time to vary or realize such securities and investments.

n. To enter into such negotiations and contracts and rescind or vary all such contracts and execute and do all such acts, deeds and things in the name and on behalf of the company as they may consider expedient for or in relation to any of the matters aforesaid or otherwise for the purpose of the company.

o. To pay for any property or rights acquired by or services rendered to the company or the premiums payable in respect of any leases taken by the company either wholly or partially in cash or in shares, bonds, debentures or other securities of the company and any such shares to be issued either as fully paid up or with such amount credited as paid up thereon as may be agreed upon and any such bonds, debentures or securities to be either specially charged upon all or any part of the property of the company and its uncalled capital or not so charged.

p. To refer any dispute to arbitration, compromise any debt or claim, and to give time to any debtor for payment of his debt.

q. To provide for the welfare of directors, ex-directors, employees or ex-employees of the company or its predecessors in business and the wives, widows and families or the dependents or connections of such persons by building or contributing to the building of houses, dwelling or quarters or by grants of money pensions, gratuities, bonuses, profit sharing bonuses or benefit or any other payments or by creating and from time to time subscribing or contributing to provident and other associations, institutions, funds, profit sharing or other schemes or trusts and by providing or subscribing or contributing towards places of instructions and recreation, hospitals and dispensaries, medical and other attendances and any other form of assistance welfare or relief as the Directors shall think fit.

r. To subscribe or contribute or otherwise to assist or to guarantee money to charitable, benevolent, religious, scientific, national public, political or any other institutions, objects or purposes, or for any exhibition.

s. To open accounts with any bank or bankers or with any company, firm or individual and to pay money into and draw money from any such account from time to time as the Directors may think fit.

t. To determine from time to time who shall be entitled to sign on the company’s behalf, bills, notes, receipts, acceptances, endorsements, cheques, dividend warrants, releases, contracts and documents and to give the necessary authority for such purposes.

u. To perform all other acts and discharge all other duties not specifically required to be performed or discharged by the company in its General Meeting according to the provision of the Act.

v. From time to time to provide for the management of the affairs of the company in such manner as they think fit, and in particular, to appoint any person to be the attorneys or agents of the company with such powers (including power to sub-delegate) and upon such terms as may be thought fit.

130. Any branch or kind of business, which the Memorandum of Association of the company or these presents is expressly or by implication authorised to be undertaken by the company may be undertaken by the Board at such time or times as they shall think fit and further may be kept in abeyance whether such branch or kind of business may have been actually commenced or not so long as the Board may deem it expedient not to commence or proceed with such branch or kind of business.

131. The Board may appoint at any time and from time to time by a power of attorney under the company’s seal, any person to be the attorney of the company for such purposes and with such authorities and discretions not exceeding those vested in or exercisable by the Board in these Articles and for such period and subject to such conditions as the Board may from time to time think fit and any such Power of Attorney may contain such provisions for the protection and convenience of persons dealing with such Attorney as the Board may think fit.

THE SEAL

132. The company may have common seal and the Board shall provide for the safe custody thereof. The seal, if any, shall not be affixed to any instrument except by the authority of a resolution of the Board or of the committee of the Board authorized by it in that behalf and in the presence of at least two directors and of the secretary or such other person as the Board may appoint for the purpose and those two directors and the secretary or other person aforesaid, shall sign every instrument to which seal of the company is so affixed in his presence.

DIVIDENDS AND RESERVE

133. The company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board.

134. Subject to the provisions of Section 123 of the Act, the Board may from time to time pay to the members such interim dividends as appears to it to be justified by the profits of the company.

135. The Board may, before recommending any dividend, set aside out of the profits of the company such sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the company may be properly applied, including provision for meeting contingencies or for equalising dividends; and pending such application, may, at the like discretion, either be employed in the business of the company or be invested in such investments (other than shares of the company) as the Board may, from time to time, thinks fit.

The Board may also carry forward any profits which it may consider necessary not to divide, without setting them aside as a reserve.

136. i. Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according

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to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares in the company, dividends may be declared and paid according to the amounts of the shares.

ii. No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this regulation as paid on the share.iii. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions

of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly.

137. The Board may deduct from any dividend payable to any member all sums of money, if any, presently payable by him to the company on account of calls or otherwise in relation to the shares of the company.

138. i. Any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of that one of the joint holders who is first named on the register of members, or to such person and to such address as the holder or joint holders may in writing direct.

ii. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent.

139. Any one of two or more joint holders of a share may give effective receipts for any dividends, bonuses or other monies payable in respect of such share.

140. Notice of any dividend that may have been declared shall be given to the persons entitled to share therein in the manner mentioned in the Act.

141. No dividend shall bear interest against the company.

142. No dividend shall be paid by the company in respect of any share except to the registered holder of such share or to his order or his Banker.

143. Where a dividend has been declared by the company it shall be paid within thirty (30) days from the date of the declaration.

144. No larger dividend shall be declared than is recommended by the Directors but the company in General Meeting may declare a smaller dividend.

CAPITALISATION OF PROFITS

145. 1. Any general meeting may, upon the recommendation of the Board, resolve that any part of the amount for the time being standing to the credit of any of the company’s reserve accounts, or to the credit of the profit and loss account, or otherwise available for distribution be capitalised and distributed in the manner specified in clause (2) amongst the members who would have been entitled thereto, if distributed by way of dividend and in the same proportions.

2. The sum aforesaid shall not be paid in cash but shall be applied, either in or towards:

a. Paying up any amounts for the time being unpaid on any shares held by such members respectively, orb. Paying up in full, unissued shares of the company to be allotted and distributed, credited as fully paid up, to and amongst such

members in the proportions aforesaid, orc. Partly in the way specified in sub-clause (a) and partly in that specified in sub-clause (b) d. A securities premium account and a capital redemption reserve account may, for the purposes of this regulation, be applied in the

paying up of unissued shares to be issued to members of the company as fully paid bonus shares, ore. The Board shall give effect to the resolution passed by the company in pursuance of this regulation.

3. i. Whenever such a resolution as aforesaid shall have been passed, the Board shall (a) make all appropriations and applications of the undivided profits resolved to be capitalised thereby, and all allotments and issues of fully paid shares if any, and (b) generally do all acts and things required to give effect thereto.

ii. The Board shall have power (a) to make such provisions, by the issue of fractional certificates or by payment in cash or otherwise as it thinks fit, for the case of shares becoming distributable in fractions, and (b) to authorise any person to enter, on behalf of all the members entitled thereto, into an agreement with the company providing for the allotment to them respectively, credited as fully paid-up, of any further shares to which they may be entitled upon such capitalisation, or as the case may require, for the payment by the company on their behalf, by the application thereto of their respective proportions of profits resolved to be capitalised, of the amount or any part of the amounts remaining unpaid on their existing shares.

iii. Any agreement made under such authority shall be effective and binding on such members.

MANAGING DIRECTOR, WHOLE-TIME DIRECTOR AND MANAGER

146. Subject to the approvals if any to be obtained under applicable laws, the Directors may, from time to time, appoint one or more of their body to be Managing Director or Whole-Time Director/s as the case may be, of the company for a fixed term not exceeding five years at a time for which he or they, is or are to hold office and may from time to time (subject to the provisions of any contract between him or them and the company) remove or dismiss him or them from office and appoint another or others in his or their place or places. A retiring Managing Director or Whole-Time Director may be reappointed subject to the provisions of the Act. The Managing Director or Whole-Time Directors, as the case maybe, shall not while he or they continues or continue to hold that office, be subject to retirement by rotation and shall not be reckoned as Director/s for the purpose of determining the number of Director to retire by rotation. But he or they shall ipso-facto cease to be Managing Director or Whole-Time Director as the case may be, if he or they ceases or cease to hold the office of Director/s for any cause.

147. Subject to Sections 196, 197 and 203 of the Act, the Board may appoint a Manager who will have the management of the company subject to the supervision, control and direction of the Board and Board may determine the terms and conditions of the appointment of the Manager in any manner as they may deem fit and delegate all or any part of the powers to the Manager.

148. The Directors may from time to time appoint, and at their discretion remove any individual (hereinafter called “the Secretary”) to perform any functions, which by the Act are to be performed by the Secretary, and to execute any other purely ministerial or administrative duties, which may from

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time to time be assigned to the Secretary by the Directors. The Directors may from time to time appoint some person (who need not be Secretary) to keep the registers required to be kept by the company.

REMUNERATION TO DIRECTORS

149. 1. Subject to the provisions of Section 2(78) and 197 of the Act subject to such sanction of the Central Government as may be necessary, the Board of Directors may determine the remuneration payable to the Managing Director and / or the Whole – time Director, as the case may be, in any manner they may deem fit. The remuneration may be in the form of a monthly salary or a commission based on profits or partly in one way and partly in another as the Board may deem fit.

2. The Directors may, in addition to the remuneration referred to in the preceding clause, provide the Managing Director and / or the Whole – time Director, as the case may be, such allowances, amenities, benefits and facilities as they may deem fit from time to time with such sanction as may be necessary.

3. The Managing Director and / or the Whole – time Director as the case may be, shall be entitled to be reimbursed all his or their out-of-pocket expenses incurred by him or them in connection with the business of the company.

150. Subject to the provisions of the Act, the Directors may from time to time entrust to and confer upon the Managing Director and / or the Whole – time Director, as the case may be for the time being, such of the powers exercisable under these present or by law by the Board of Directors, as they may think fit and may confer such powers for such time and to be exercised for such objects and purposes and upon such terms and conditions and with such restrictions as they may think expedient and they may confer such powers either collaterally with or to the exclusion of and in substitution for, all or any of the powers of the Board of Directors in that behalf and may from to time, revoke, withdraw, alter or vary all or any of such powers.

151. Subject to the provisions of Section 197 of the Act, the Directors of the company may be paid remuneration at such percentage as they deem fit of the net profits of the company computed in the manner referred to in Section 197, Sub-Section (1) of the Act, to be shared and distributed amongst the directors inter-se in such proportion or proportions as they deem fit.

152. Save as otherwise expressly provided in the Act or these Articles, a document or processing requiring authentication by the company may be signed by a director, the Managing Director or an authorised officer of the company and need not be under its seal.

153. The Directors for the time being of the company may each be paid a sitting fee of such amount as decided by the Board of Directors from time to time, within the limit as prescribed under the Act or Rules made there under, for every meeting of the Board or of a Committee of the Board attended by them in addition to all travelling expenses by rail, road or air as the case may be and such other allowances as the Board or Committee may decide from time to time in respect of halting and other expenses incurred by them in attending and returning from such meeting of the Board or of any Committee of the Board and also for other visits made by Director for the Company’s business.

CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY OR CHIEF FINANCIAL OFFICER

154. 1. i. A chief executive officer, manager, company secretary or chief financial officer may be appointed by the Board for such term, at such remuneration and upon such conditions as it may thinks fit; and any chief executive officer, manager, company secretary or chief financial officer so appointed may be removed by means of a resolution of the Board.

ii. A director may be appointed as chief executive officer, manager, company secretary or chief financial officer.

iii. A managing director of the company may, at the same time, act as chief executive officer and chairman of the company.

2. A provision of the Act or these regulations requiring or authorising a thing to be done by or to a director and chief executive officer, manager, company secretary or chief financial officer shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, chief executive officer, manager, company secretary or chief financial officer.

NOTICES / DOCUMENTS

155. 1. A notice / document may be served on the company or an Officer thereof by sending it to the company or the Officer at the Registered Office of the company by registered post or by speed post or by courier service or by leaving it at its registered office or by means of such electronic or other mode as may be prescribed under the Act and rules made there under. Where the securities are held with a depository, the records of the beneficial ownership may be served by such depository on the company by means of electronic or other mode.

As the Act or the rules made thereunder for filing of documents with the Registrar in electronic mode, a document may be served on Registrar or any member by sending it to him by post or by registered post or by speed post or by courier or by delivering at his office or address, or by such electronic or other mode as may be prescribed. A member may request for delivery of any document through a particular mode, for which he shall pay such fees as may be determined by the company in its annual general meeting.

2. A notice / document may be served on the Registrar by sending it to him by post or by registered post or by speed post or by courier or by delivering at his office or address, or by such electronic or other mode as may be prescribed under the Act and rules made there under.

3. A notice / document may be served by the company on any member by sending it to him by post or by registered post or by speed post or by courier or by delivering at his office or address, or by such electronic or other mode as may be prescribed under the Act and rules made there under.

22

4. Where a member has requested to the company in advance that notices / documents should be sent to him through a particular mode and has deposited with the company a sum determined by the company in its annual general meeting, service of the document shall not be deemed to be effected unless it is sent in the manner requested by the member; and

5. In case of delivery by post, such service shall be deemed to have been effected:

i. in the case of a notice of a meeting, at the expiration of forty-eight hours after the letter containing the same is posted, and

ii. in any other case, at the time at which the letter would be delivered in the ordinary course of post.

6. A notice advertised in a newspaper circulation in the neighbourhood of the registered office of the company shall be deemed to be duly served on the day on which the advertisement appears, on every member of the company who has no registered address in India and has not supplied to the company any address within India for the giving of the notice to him.

7. A notice may be served by the company on the joint holders of a share by serving it on the joint holder named first in the Register in respect of the share.

8. A notice may be served by the company on the person/s entitled to a share as consequence of the death or insolvency of a member by

sending it through the registered post in a prepaid letter addressed to them by name, or by title of representatives of the deceased, or assignees of the insolvent, or by any like description, at the address, if any, in India supplied for the purpose by the persons claiming to be so entitled or until such an address has been so supplied, by serving the document in a manner in which it might have been served if the death or insolvency had not occurred.

9. A notice may be signed by any Managing Director or Manager or the Secretary, if any, or by such officer as the Directors may appoint and the signatures may be written, printed or lithographed. Save as otherwise expressly provided in the Act a document or proceeding requiring authentication by the company may be signed by the Managing Director, Director, the Manager, the Secretary or other authorised officer of the company and need not be under its common seal.

ACCOUNTS, AUDIT AND INSPECTION

156. The Board shall cause to be kept proper books of accounts in accordance with the provisions of the Laws applicable to the company.

157. The books of account shall be kept at the Registered Office of the company or at such other places as the Board may decide subject to compliance with the provisions of Section 128 of the Act.

158. The accounts of the company shall be audited every year by the Auditors appointed by the company.159. The company shall, at the first annual general meeting, appoint an auditor or auditors to hold office from the conclusion of that meeting until the

conclusion of its sixth annual general meeting and thereafter till the conclusion of every sixth annual general meeting. Provided that such appointment shall be ratified by the members at every annual general meeting. The remuneration of the Auditors shall be fixed by the company at Annual General Meeting or in such manner as decided in the Annual General Meeting.

160. No member (not being a director) shall have any right of inspecting any account or book or document of the company except as conferred by law or authorised by the Board or by the company in general meeting.

161. Every member or any other person entitled under the provisions of the Act, shall have right to inspect statutory registers, minutes books of general meetings of the company, during the business hours on any working day, free of cost or on payment of fees of rupees fifty for each inspection and may ask for copy of the same or take extract from the same on payment of fees of rupees ten per page.

WINDING UP

162. 1. If the company shall be wound up, the liquidator may, with the sanction of a special resolution of the company and any other sanction required by the Act, divide amongst the members, in specie or kind, the whole or any part of the assets of the company, whether they shall consist of property of the same kind or not.

2. For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members.

3. The liquidator may, with the like sanction, vest the whole or part of such assets in trustees upon such trusts for the benefit of contributories as the liquidator, with the like sanction shall think fit, but so that no member shall be compelled to accept any shares or other securities whereon there is a liability.

SECRECY

163. 1. Every Director, Whole-time or Managing Director, Manager, Auditor, Trustee, Member of a Committee, Officer, Servant, Agent, Accountant or other person employed in the business of the company shall, if so required by the Directors before entering upon his duties, sign a declaration pledging himself to observe a strict secrecy respecting to all transactions of the company with its customers and the state of accounts with individuals and in matters relating thereto, and shall, by such declaration, pledge himself not to reveal any of the matters which may come to his knowledge in the discharge of his duties except when required to do so by the Directors or by any Meeting or by a Court of Law and except so far as may be necessary in order to comply with any of the provisions in those presents contained.

23

2. No member or other person (unless he is a Director) shall be entitled to inspect or examine the company’s premises or properties of the company without permission of the Directors of the company or Officers authorised by the Directors for the time being or to require discovery or of or any information respecting any detail, of the company’s business or any matter which is or may be in the nature of a trade secret, mystery of trade or secret process or of any matter whatsoever which may relate to the conduct of the business of the company and which, in the opinion of the Directors or Officers authorised by the Directors, will not be expedient in the interest of the members of the company to communicate.

INDEMNITY

164. Every officer of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in which relief is granted to him by the court or the Tribunal.

24

25

Form No. MGT – 11

PROXY FORM[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN: L55101PN1986PLC133909Name of the Company: DHANADA CORPORATION LIMITEDRegistered Office: ‘Dhanada’, 16/6, Erandwana Housing Society, Plot No. 8, Patwardhan Baug, Pune – 411004.

Name of the member (s)

Registered Address

Email Id

Folio No. / Client Id

DP ID

I / We, being the member (s) of _________ shares of the above named Company hereby appoint

Name

Address

Email Id

Signature Or failing him

Name

Address

Email Id

Signature Or failing him

Name

Address

Email Id

Signature

DHANADA CORPORATION LIMITEDRegd. Office: ‘Dhanada’, 16/6, Erandawana Housing Society,Plot No. 8, Patwardhan Baug, Pune 411004.CIN : L55101PN1986PLC133909

26

as my / our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the 29th Annual General Meeting of the Company, to be held on Wednesday, 30th September 2015 at 4.00 p.m. at the registered office of the Company at ‘Dhanada’, 16/6, Erandwana Housing Society, Plot No. 8, Patwardhan Baug, Pune – 411004 and at any adjournment thereof in respect of such resolutions as are indicated below:

Item No. Resolution

Ordinary Business

1. Adoption of the Audited Profit and Loss Account for the year ended on 31st March 2015 and the Balance Sheet as on that date together with Report of Auditors and Directors of the Company thereon and annexures thereto.

2. Re-appointment of Mrs. Veena Ramesh Havele (DIN 00007593) as a Director of the Company.

3. Ratification of the appointment of M/s. G. K. Chandavarkar and Co., Chartered Accountants, who were appointed as Auditors of the Company in the 28th Annual General Meeting to hold office till the conclusion of 30th Annual General Meeting.

Special Business

4. Alteration of Articles of Association of the Company.

Signed this _______________ day of _________________ 2015

Signature of shareholder

Signature of Proxy holder(s)

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

AffixRevenueStamp of

` 1/-

DHANADA CORPORATION LIMITED (CIN: L55101PN1986PLC133909)

Regd. Office: ‘Dhanada’, 16/6, Erandwana Hsg. Soc., Plot No. 8, Patwardhan Baug, Pune – 411004, Maharashtra

Email: dhanada@dhanadacorp.com, Website: www.dhanadacorp.com Ph. Nos. 020 – 25462408 / 25460661

29TH ANNUAL GENERAL MEETING ON 30TH SEPTEMBER 2015

ATTENDANCE SLIP

Registered Folio / DP ID & Client ID

Name and address of the Member (s)

Joint Holder 1 Joint Holder 2

No. of Shares

I / We hereby record my / our presence at the Annual General Meeting of the Company at the registered office of the Company situated at ‘Dhanada’, 16/6, Erandwana Hsg. Soc., Plot No. 8, Patwardhan Baug, Pune – 411004 on Wednesday, 30th September 2015 at 4.00 p.m. ------------------------------------------------- ------------------------------------------------------ ---------------------------------------- Member's Folio / DP ID / Client ID No. Member's / Proxy's name in Block Letters Member's / Proxy's Signature Note: Please complete the Folio / DP ID-Client ID No. and name, sign this Attendance Slip and hand it over at the Attendance Verification Counter at the ENTRANCE OF THE MEETING HALL

ELECTRONIC VOTING PARTICULARS

EVSN (Electronic Voting Sequence Number)

User ID Password

150909026

Note: Please read the instructions printed under the Notice of 29th Annual General Meeting. The Voting period starts from 9.00 a.m. on Saturday, 26 September 2015 and ends at 5.00 p.m. on Monday, 28 September 2015. The voting module shall be disabled by CDSL for voting thereafter.

Dhanada Corporation Limited‘Dhanada’, 16/6, Erandwana Housing Society,

Plot No. 8, Patwardhan Baug, Pune 411 004. IndiaTelefax : +91-20-25462408, 25460661

Email : dhanada@dhanadacorp.comWebsite : www.dhanadacorp.com

Dhanada Corporation LimitedDhanada Corporation Limited

ANNUAL REPORT 2015ANNUAL REPORT 2015

ANNUAL REPORT 2015

1

DHANADACORPORATION

LIMITED

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.

2

ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

Board of Directors Ramesh Havele, Chairman & Managing Director (DIN : 00007580)Veena Havele (DIN : 00007593)Shreeniwas Kale (DIN : 00150957)

Ramesh Pradhan, Chief Financial Officer 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 : cs@dhanadacorp.comWebsite : 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

ANNUAL REPORT 2015

3

DHANADACORPORATION

LIMITED

Chairman’s Letter 4

Selected Financial Data 5

Directors’ Report 6

Management Discussion and Analysis Report 33

Report on Corporate Governance 36

Auditor’s Report 45

Balance Sheet 50

Profit and Loss Statement 51

Cash Flow Statement 52

Notes on Accounts 53

Annual Report of Dhanada Engineering Pvt.. Ltd. 66

Annual Report of Dhanada Education Pvt.. Ltd. 93

Annual Report of Dhanada Clean Energy (India) Pvt.. Ltd. 115

Consolidated Financial Statements 141

CONTENTS

4

ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

CHAIRMAN’S LETTER

Dear Shareholder,

I have great pleasure in presenting the 29th Annual Report for the year ended on 31st March 2015.

During this year, the Book Value per equity share has decreased from ` 5.79 to ` 4.80, a loss of 17.14%, while the BSE Index has registered a gain of 25% during the year. Over the last 10 years (that is since the present management took over) Book Value has grown from ` 0.44 to ` 4.80, a growth of 27% p. a. while the BSE Index has registered a growth of 16% p.a. during this period.

In the Financial year 2014-15 there was very severe shortage of working capital in subsidiary companies. They were non operational during the year and have suffered losses. The parent company was also unable to allocate fund due to its own financial problems.

However, I am confident that this problem will be overcome shortly and company will be back on its growth trajectory. I look forward to meet you during our Annual Meet scheduled on 30th September 2015 at ‘Dhanada’ 16/6, Erandawana Housing Society, Plot No. 8, Patwardhan Baug, Pune – 411004.

With Regards,

Ramesh HaveleChairman and Managing Director(DIN : 00007580)

Pune, 14th August 2015

ANNUAL REPORT 2015

5

DHANADACORPORATION

LIMITED

(` in Cr.)

Particulars 03-04 04-05 05-06 06-07 07-08 08-09 09-10 10-11 11-12 12-13 13-14 14-15 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 9.60 8.77 15 43

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 1.53 1.72 68 256

Financial Charges 1.08 0.59 0.07 0.11 0.26 1.84 2.04 2.14 2.18 2.20 2.23 2.28 74 196

Gross Profit / (Loss) (1.11) 1.69 2.32 2.29 3.76 (0.94) (1.74) 0.52 (0.30) (0.43) (0.70) (0.56) -14 91

Depreciation - 0.72 0.72 0.71 0.43 0.78 1.90 2.09 2.04 2.01 1.95 2.64 22 53

Profit / (Loss) Before Tax (1.11) 0.97 1.61 1.57 3.33 (1.72) (3.77) (1.57) (2.34) (2.44) (2.65) (3.20) 17 80

Profit / (Loss) After Tax (1.11) 0.97 1.61 1.46 2.87 (1.73) (3.64) 0.87) (2.59) (1.75) (2.67) (3.10) -34 139

Minority Interest in Net Income/(Loss) - - - - - (0.31) (0.58) (0.17) (0.29) (0.62) (0.77) (0.16) - -

Net Profit / (Loss) After Minority Interest 0.97 1.61 1.46 2.87 (1.42) (3.06) (0.70) (2.30) (1.13) (1.90) (2.94) 34 109

Cash Profit / (Loss) (1.11) 1.69 2.32 2.29 3.76 (0.94) (1.87) 0.52 (0.30) (0.43) (0.70) (0.56) -12 92

Basic Earning per Share (`) (1.33) 1.17 0.97 0.42 1.55 (1.14) (0.86) (0.14) (0.47) (0.20) (0.34) (0.53) 24 125

Book Value per Share (`) (0.73) 0.44 1.53 1.95 3.50 2.36 4.60 4.70 4.87 5.89 5.79 4.80 42 82

Market Value per Share (`) N.T. N.T. N.T. N.T. 8.08 5.95 8.59 8.65 14.30 13.05 5.55 6.00 4 41

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 31.02 33.54 60 160

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 5.59 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 26.79 21.23

Minority Interest - - - - - 1.58 1.00 0.83 0.65 0.03 - 0.04

Non-Current Liabilities 13.74 1.00 - 5.00 11.07 13.74 14.87 13.52 15.78 7.64 5.83 4.58

Current Liabilities 3.26 14.13 10.92 11.21 16.88 3.42 6.73 9.92 8.96 12.12 15.21 16.48

Total 16.39 15.50 22.83 28.64 42.31 45.82 47.31 47.68 49.98 52.74 53.42 47.92

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 37.35 34.26

Goodwill on Consolidation - - - - - - 1.32 0.71 2.93 4.31 6.46 4.39

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

Deferred Tax Asset - - - - - 0.07 0.21 0.91 1.31 2.00 2.01 2.10

Other Non-Current Assets 0.09 0.09 0.08 5.19 11.19 0.32 0.35 0.68 0.96 5.28 5.47 5.37

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 2.13 1.80

Total 16.39 15.50 22.83 28.64 42.31 45.82 47.31 47.68 49.98 52.74 53.42 47.92 FINANCIAL RESULTSAND STATISTICS

Aver-age

Standard Deviation

Profit before depreciation and interest as a percentage of Total Income

- 61 91 85 90 14 6 24 16 16 16 20 40 34

Profit after Tax as % of Total Income - - 61 52 64 (27) (68) (8) (22) (16) (28) (35) (3) 43

Price / Book Value Ratio - N.A. N.A. N.A. 2 3 2 2 3 2 1 1 2 1

Corporate Performance vs BSE Index

1) Annual Percentage change in Book Value - - 247 28 80 (32) 95 2 4 21 (2) (17) 42 79

2) Annual Percentage change in BSE Index - - 75 17 21 (36) 82 11 (10) 8 19 25 21 34

3) Relative Performance (1) - (2) - - 172 11 59 4 13 (9) 14 13 (20) (42) 21 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 Consolidated figures are given.

SUMMARY OF SELECTED FINANCIAL DATA

6

ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

To,The Members, DHANADA CORPORATION LIMITED

The Board of Directors of your Company has pleasure in presenting the 29th Annual Report of the Company together with the Audited statements of accounts for the year ended on 31st March 2015.

1. Financial summary or highlights / Performance of the Company (Standalone and Consolidated): Your Company’s financial summary / performance during the year under review as compared to the previous year are

summarized below. (` in Crores)

Particulars 2014 – 2015 2013 – 2014 Turnover 8.62 8.45

Profit/(Loss) before Finance charges, Tax, Depreciation / Amortization (2.08) 3.20

Finance Charges 1.71 1.73

Profit/(Loss) before Tax, Depreciation / Amortization (3.79) 1.46

Depreciation 2.09 1.34

Profit/(Loss) before Tax (5.88) 0.12

Provision for Tax Nil 0.02

Profit/(Loss) after Tax (5.88) 0.10

Proposed Dividend Nil Nil

On the basis of consolidated financial statements, financial summary / performance of the Group is summarized below: (` in Crores)

Particulars 2014 – 2015 2013 – 2014 Turnover 8.67 9.07

Profit/(Loss) before Finance charges, Tax, Depreciation / Amortization 1.72 1.53

Finance Charges 2.28 2.23

Profit/(Loss) before Tax, Depreciation / Amortization (0.56) (0.70)

Depreciation 2.63 1.95

Profit/(Loss) before Tax (3.19) (2.65)

Provision for Tax (8.73) 0.02Profit/(Loss) after Tax (3.10) (2.67)Minority Interest (0.16) (0.77)Profit/(Loss) for the year (2.94) (1.89)Proposed Dividend Nil Nil

2. Dividend: In view of the losses, the Board of Directors does not recommend any dividend for the year ended on 31st March 2015.

3. Reserves:

No amount is proposed to be transferred to the Reserves.

4. State of Affairs (Standalone and Consolidated):

The turnover of the Company has increased marginally during the year. However, operating margins were under pressure. The Company has suffered losses due to increase in the cost of input, finance costs and other expenses.

The occupancy rate and Average Room Revenue (ARR) remained stagnant due to general economic slowdown.

Paucity of funds affected the performance of the whole Group. The subsidiaries were non – operational during most of the year due to acute shortage of working capital. The subsidiaries have suffered losses.

Finance The shortage of finance remained a major concern during the year. The parent company was not able to extend its helping hand

due to its own problems.

DIRECTORS’ REPORT

ANNUAL REPORT 2015

7

DHANADACORPORATION

LIMITED

The management is striving hard to arrange funds for repayment of debt and working capital necessary for smooth running of the operations.

Current Year Prospects

The fortune of the hospitality industry has always been linked to the prospects of the tourism industry and general economic growth. On both fronts, the current year seems to be positive. 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.

As mentioned earlier, shortage of finance remains a major factor affecting the performance of the Company.

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

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

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

6. Materialchangesandcommitments,ifany,affectingthefinancialpositionoftheCompanywhichhaveoccurredbetweentheendofthefinancialyearoftheCompanytowhichthefinancialstatementsrelateandthedateofthereport:

Nil. No such material changes and commitments have occurred.

7. Detailsofsignificantandmaterialorderspassedby theregulators /courts / tribunals impacting thegoingconcernstatusandtheCompany’soperationsinfuture:

Nil. No such orders are passed.

8. StatementinrespectofadequacyofinternalfinancialcontrolswithreferencetotheFinancialStatements:

Internal Financial controls are adequate commensurate with the size, nature of operations of the Company. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial statements.

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

Dhanada Engineering Private Limited, Dhanada Education Private Limited and Dhanada Clean Energy (India) Private Limited are subsidiaries of the Company. The Company has no Associate Company / Joint Venture.

The Company has formulated policy for determining Material Subsidiaries. The said policy is available on the website of the Company. A web link thereto is http://www.dhanadacorp.com/pdf/Policy_for_deteriming_Material_Subsidiary.pdf.

A statement containing the salient features of the financial statement of subsidiaries in Form No. AOC-1 is attached as Annexure 1 to the Directors’ Report.

The Consolidated financial statements, prepared in accordance with Section 129(3) of the Companies Act, 2013 and listing agreement, form part of the Annual Report.

Further, in accordance with Section 136 of the Companies Act, 2013, the audited financial statements including consolidated financial statements and all other documents required to be attached thereto and audited accounts of subsidiaries are available on the website of the Company www.dhanadacorp.com.

10. Performanceandfinancialpositionofeachofthesubsidiariesincludedintheconsolidatedfinancialstatement:

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

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

Both the aforesaid subsidiaries were non – operational during most of the year. They have suffered losses. This was due to acute shortage of working capital.

8

ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

Dhanada Clean Energy (India) Private Limited, a Company engaged in manufacture and selling of wind power driven turbines, is a subsidiary of your Company. The Company is in capital intensive sector and its performance has also suffered due to shortage of working capital. It has also suffered losses.

11. Particularsofloans/advances/guarantees/investmentsoutstandingduringthefinancialyear:

The particulars of loans / advances / guarantees / investments covered under Section 186 of the Companies Act, 2013 and as per Clause 32 of the Listing Agreement are given in the notes to the financial statements provided in the Annual Report.

12. Deposits:

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

13. Auditors:

Statutory Auditors

M/s. G. K. Chandavarkar & Co., Chartered Accountants, Pune were appointed as Statutory Auditors of the Company in the 28th Annual General Meeting held on 30th September 2014 to hold office till the conclusion of 30th Annual General Meeting. Pursuant to Section 139(1) of the Companies Act, 2013, the Company will place the matter related to such appointment for ratification by the members at the ensuing annual general meeting. The Company has received eligibility certificate from the said Auditors in accordance with the provisions of Section 141 of the Companies Act, 2013.

Secretarial Auditor

Mr. R. V. Pore, Practicing Company Secretary was appointed to conduct the secretarial audit of the Company for the financial year 2014 – 2015, as required under Section 204 of the Companies Act, 2013 and rules made there under. The Secretarial Audit Report in Form No. MR-3 for the financial year 2014 – 2015 is attached as Annexure 2 to the Directors’ Report.

14. Explanationsorcommentsonqualification,reservationoradverseremarkordisclaimerinAuditor’sReport: The Audit Report contains certain observations and we offer our comments in this regard as under:

Note 26(B) 1

The management was advised that the allotment is required to be made before the execution of the Conveyance Deed. Accordingly, in good faith the Board allotted the necessary shares to Dr. 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. However, until the financial difficulties are resolved, a solution to this issue appears remote.

Statutory Dues: Due 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.

15. Explanationsorcommentsonqualification,reservationoradverseremarkordisclaimerinSecretarialAuditReport:

Discrepancies in the issued share capital and listed share capital:

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

Non – filing of Forms MGT-10 required u/s 93 of the Companies Act, 2013:

It was an understanding of the management that the Form MGT-10 needs to be filed when the change in the shareholding of the top 10 shareholders is 2% or more of the total paid up capital of the Company. As no such change occurred, the Company did not file any such Form. In future the Company will take due care in this regard.

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Regarding violation of the provisions of Section 185 of the Act:

Dhanada Education Pvt.. Ltd. is a subsidiary of the Company. The said subsidiary was non – operational during the year 2014 – 2015. Hence, our Company has advanced sums to the said subsidiary from time to time to meet its essential statutory / fixed expenses. On 31.03.2015, the said subsidiary has issued shares to our Company against the entire amount of advance and interest accrued thereon. Thereafter, the Company has not advanced any amount to the said subsidiary.

The Statutory Auditors does not hold Peer Review Certificate:

The Auditor states that he has submitted his request to the Peer Review Committee and Peer Reviewer. However, the Peer Review is awaited.

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

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

The Chairman of the Company is also the Managing Director and Chief Executive Officer of the Company:

The Chairman of the Company is appointed as Managing Director and Chief Executive Officer of the Company before the commencement of the Companies Act, 2013. The management proposes to alter the Articles of Association of the Company in the ensuing Annual General Meeting which inter alia enables the Company to appoint the same individual as Chairman, Managing Director and Chief Executive Officer of the Company.

Non – appointment of Company Secretary:

The present Company Secretary has resigned w.e.f. 30.01.2015. The management is looking for another qualified person to fill the vacancy caused by such resignation.

Rest of the Secretarial Auditor’s observations are self explanatory.

16. Share Capital:

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

17. Extract of the Annual Return:

The extract of annual return as on the financial year ended on 31st March 2015 in Form No. MGT-9 is enclosed as Annexure 3 and forms part of the Directors’ Report.

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

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

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

Foreign Exchange Earnings : Nil Foreign Exchange Outgo : Nil

19. Corporate Social Responsibility (CSR):

Not applicable.

20. Directors:

Changes in Directors and Key Managerial Personnel (KMP)

Mr. Gajanan M. Deshpande (DIN 00151009), Independent Director of the Company resigned with effect from 18th September 2014. The Board accepted his resignation.

Mr. Shriniwas G. Kale (DIN 00150957) was appointed as an Independent Director for a term of 5 (five) consecutive years by the shareholders in the Annual General Meeting held on 30th September 2014.

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ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

On the recommendation of Nomination and Remuneration Committee, Mr. Mukund A. Kulkarni (DIN 03481615) was appointed as an Independent Director of the Company on 16th December 2014.

Mrs. Sanjana Mandar Joshi, Company Secretary and Compliance Officer resigned with effect from 30th January 2015. The Board accepted her resignation.

On the recommendation of Nomination and Remuneration Committee, Mr. Ramesh M. Pradhan was appointed as Chief Financial Officer (CFO) of the Company with effect from 13th February 2015.

Till 12th May 2015, the composition of Board was as under:

Name of Director DIN CategoryMr. Ramesh R. Havele 00007580 Executive DirectorMrs. Veena R. Havele 00007596 Non–executive DirectorMr. Shreeniwas G. Kale 00150957 Independent DirectorMr. Mukund A. Kulkarni 03481615 Independent Director

With effect from 12th May 2015, Mr. Mukund A. Kulkarni (DIN 03481615), Independent Director resigned. The Board accepted

his resignation. Accordingly, the composition of Board is reconstituted. Now, the Board consists of 3 Directors only.

Re-appointments

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

None of the independent directors will retire at the ensuing Annual General Meeting.

Statement on declaration given by Independent Directors

The Company has received necessary declaration from Independent Directors under Section 149(7) of the Companies Act, 2013 that they meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Relationship between directors inter-se

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

Formal Annual Evaluation

The evaluation of the Board and its committees, evaluation of performance of individual directors and independent directors in compliance with Clause 49 of the Listing Agreement, Schedule IV and other applicable provisions of the Companies Act, 2013 was conducted based on the criteria such as the Board composition and structures, effectiveness of board processes, information and functioning, contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The Independent Directors at its separate meeting reviewed the performance of non – independent directors and the Board as a whole and the performance of the Chairman.

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

Details of familiarisation programmes of Independent Directors

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

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

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

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

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21. Number of meetings of Board of Directors:

During the financial year 2014 – 2015, 5 (Five) meetings of the Board of Directors were held. 22. Audit Committee:

The Company has Audit Committee. Till 12th May 2015, the composition of the Committee was as stated below:

Name DIN DesignationMr. Mukund A. Kulkarni 03481615 ChairmanMrs. Veena R. Havele 00007596 MemberMr. Shreeniwas G. Kale 00150957 Member

With effect from 12th May 2015, Mr. Mukund A. Kulkarni (DIN 03481615) resigned. Accordingly, the composition of Committee

is reconstituted.

Now, the Audit Committee consists of two members only i.e. Mr. Shreeniwas G. Kale (DIN 00150957) and Mrs. Veena R. Havele (DIN 00007580).

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

23. StakeholdersRelationshipCommittee:

The Company has Stakeholders Relationship Committee. Till 12th May 2015, the composition of the Committee was as stated below:

Name DIN DesignationMr. Shreeniwas G. Kale 00150957 ChairmanMrs. Veena R. Havele 00007596 MemberMr. Mukund A. Kulkarni 03481615 Member

With effect from 12th May 2015, Mr. Mukund A. Kulkarni (DIN 03481615) resigned. Accordingly, the composition of Committee is reconstituted.

Now, the Stakeholders Relationship Committee consists of two members only i.e. Mr. Shreeniwas G. Kale (DIN 00150957), Chairman of the Committee and Mrs. Veena R. Havele (DIN 00007580).

The Committee reviews and ensures redressal of investor grievances. No investor complaints were received during the financial year 2014 – 15.

24. Nomination and Remuneration Committee:

The Company has Nomination and Remuneration Committee. Till 12th May 2015, the composition of the Committee was as stated below:

Name DIN DesignationMr. Shreeniwas G. Kale 00150957 ChairmanMrs. Veena R. Havele 00007596 MemberMr. Mukund A. Kulkarni 03481615 Member

With effect from 12th May 2015, Mr. Mukund A. Kulkarni (DIN 03481615) resigned. Accordingly, the composition of Committee

is reconstituted.

Now, the Nomination and Remuneration Committee consists of two members only i.e. Mr. Shreeniwas G. Kale (DIN 00150957), Chairman of the Committee and Mrs. Veena R. Havele (DIN 00007580).

The Committee has formulated policy on nomination and remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and other employees including criteria for determining qualifications, positive attributes and independence of director, performance evaluation and other matters in compliance with Section 178 of the Companies Act, 2013 read with rules made there under and Clause 49 of the Listing Agreement. The Nomination and Remuneration Policy is attached as Annexure 4 to the Directors’ Report.

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

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ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

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

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

The Company has established Whistle Blower / Vigil Mechanism Policy for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct and Ethics. The Whistle Blower / Vigil Mechanism Policy is attached as Annexure 5 to the Directors’ Report. The said policy is also available on the website of the Company. A web link thereto is http://www.dhanadacorp.com/pdf/Vigil%20Mechanism%20Policy.pdf

26. Particularsofcontractsorarrangementswithrelatedparties:

The Company has not entered into any contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013.

The Company has formulated policy on materiality of Related Party Transactions and also on dealing with Related Party

Transactions in compliance with Clause 49 (VII) (C). During the year, the Company has not entered into any transaction with related parties which could be considered material in accordance with the policy of the Company on related party transactions and listing agreement.

The said policy is available on the website of the Company. A web link thereto is http://www.dhanadacorp.com/pdf/Related_Party_Transactions_Policy.pdf

27. Managerial Remuneration:

No director draws any remuneration from the Company.

Remuneration of Key Managerial Personnel (KMP)

Name of KMP DesignationRemuneration in

2014 – 15 (`)Remuneration in

2013 – 14 (`)% Increase of remuneration

Ratio of remuneration to performance

* Ms. Sanjana JoshiCompany Secretary

2,10,000 2,52,000 NA 0.002

# Mr. Ramesh PradhanChief Financial Officer

37,714 Nil NA 0.0004

* Resigned w.e.f 30.01.2015 # Appointed w.e.f. 13.02.2015

Median Remuneration of Employees (MRE) was ̀ 8,350/- and ̀ 6,950/- in the financial year 2014 – 15 and 2013 – 14 respectively. The increase in MRE in the financial year 2014 – 15, as compared to financial year 2013 – 14 is 20.14%.

The number of permanent employees on the rolls of the Company as on 31.03.2015 and 31.03.2014 are 28 and 32 respectively.

The revenue of the Company has gone up by 1.95%. The Company has suffered losses. The remuneration of the employees has increased by 4.49%.

The market capitalization of the Company increased by 8.11% to ` 33,56,01,486/- as of 31.03.2015 from ` 31,04,31,375/- as of 31.03.2014. The Price earnings ratio was 5.71 as of 31.03.2015 and 277.50 as of 31.03.2014.

The closing price of the Company’s equity shares on BSE as of 31.03.2015 was ` 6/- representing a 40% decrease over IPO price.

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

No director draws any remuneration from the Company. Hence, the ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year is not applicable.

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

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28. RiskManagementPolicy:

In compliance with Clause 49 (VI) (A) and (B) of the Listing Agreement, the Company has laid down procedures to inform Board members about the risk assessment and minimization procedures. The Board of Directors has also framed Risk Management Policy / Plan. The said policy is available on the website of the Company. A web link thereto is http://www.dhanadacorp.com/pdf/Risk%20Management%20Policy.pdf.

29. Corporate Governance and Management Discussion and Analysis Report:

The Company is committed to achieve business excellence and stakeholders’ welfare through good corporate governance and adhere to the corporate governance requirements set out by SEBI. As per 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.

30. Directors’ResponsibilityStatement:

The Directors of the Company hereby state that:

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

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

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

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

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

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

31. Acknowledgements:

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

For and on behalf of the Board of Directors DHANADA CORPORATION LIMITED

Ramesh R. Havele Place: Pune Chairman & Managing Director Date: 14th August 2015 (DIN 00007580)

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Annexure 1 Form AOC – 1

(Pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries / associate companies / joint ventures

Part “A”: Subsidiaries(`)

Sr. No. 1 2 3

Name of the subsidiary Dhanada

Engineering Private Limited

Dhanada Education

Private Limited

Dhanada Clean Energy (India) Private Limited

Reporting period for the subsidiary concerned, if different from the holding company’s reporting period

Not Applicable Not Applicable Not Applicable

Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries.

Not Applicable Not Applicable Not Applicable

Share Capital 4,34,59,940 1,30,42,900 13,21,300Reserves & Surplus (3,97,45,480) (1,47,18,424) (28,06,788)Total Assets 5,65,94,281 24,03,707 24,88,590Total Liabilities 5,65,94,281 24,03,707 24,88,590Investments Nil Nil NilTurnover 2,93,053 Nil 2,48,245Profit/(Loss) before taxation (1,49,22,005) (13,96,874) (9,51,758)Provision for taxation Nil Nil 8,73,392Profit/(Loss) after taxation (1,49,22,005) (13,96,874) (78,366)Proposed Dividend Nil Nil Nil% of shareholding 89.32% 99.23% 92.43%

Note: Part “B” of the Form related to Associate Companies and Joint Ventures is not applicable as the Company has no Associate Company and Joint Venture as on date.

For and on behalf of the Board of Directors DHANADA CORPORATION LIMITED

Ramesh R. Havele Mrs. Veena R. Havele Chairman & Managing Director Director (DIN 00007580) (DIN 00007593)

Place: Pune Ramesh M. PradhanDate: 14th August 2015 Chief Financial Officer

ANNUAL REPORT 2015

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Annexure 2 Form No. MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31st March, 2015

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,The Members,DHANADA CORPORATION LIMITED

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by DHANADA CORPORATION LIMITED (hereinafter called ‘the Company’). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2015, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2015 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;ii. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;iv. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; andc. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding

the Companies Act and dealing with client.

v. The following laws / regulations / guidelines, though prescribed by the Government in the format of Secretarial Audit Report, werenot applicable to the Company during the audit period:a. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;b. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)

Guidelines, 1999;c. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;d. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;e. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; andf. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct

Investment, Overseas Direct Investment and External Commercial Borrowings.

vi. Other laws specifically applicable to the Company:a. Food Safety and Standards Act, 2006 and Food Safety and Standards Rules, 2011;b. Food Safety and Standards (Licensing & Registration of Food Businesses) Regulations, 2011 and Food Safety and Standards

(Packing & Labelling) Regulations, 2011;c. Aurangabad Swimming Pool (License & Control) Rules, 2003.

I have also examined compliance with the applicable clauses of the equity Listing Agreement entered into by the Company with the Bombay Stock Exchange Limited. However, there are certain discrepancies in the issued share capital and listed share capital of the Company as reported in Reconciliation of share capital audit report submitted quarterly to the Bombay Stock Exchange Limited.

The Secretarial Standards are notified by The Institute of Company Secretaries of India w.e.f. 1st July 2015. Hence, during the audit period these Standards were not applicable.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above except to the extent as mentioned below:

1. The Company has not filed Forms MGT-10 for changes in the shareholding of top ten shareholders required u/s 93 of the Companies Act, 2013.

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ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

2. During the audit period, the Company has given loans to its subsidiary company i.e. Dhanada Education Pvt.. Ltd. (deemed Public Company u/s 2(71) of the Companies Act, 2013) in whom the directors of the Company are interested. The Company has violated the provisions of Section 185 of the Act.

3. The Statutory Auditors M/s. G. K. Chandavarkar do not hold a Certificate issued by a Peer Review Board of The Institute of Chartered Accountants of India.

4. The Company has not published notices of meetings, book closure, quarterly unaudited financial results and audited financial statements etc. in the newspapers as required under Listing Agreement.

I further report the following observation made by me during the audit:

1. The Chairman of the Company is also the Managing Director and Chief Executive Officer of the Company. However, the Articles of Association of the Company is not yet altered in compliance with the provisions of Section 203 of the Act.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision of the Board of Directors is carried through and are captured and recorded as part of the minutes. There were no dissenting views.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. However, the Company is required to appoint a Company Secretary to fill the vacancy caused by the resignation of the earlier Company Secretary to improve the system for compliance with Companies Act, 2013, Listing Agreement etc. so as to ensure good corporate governance.

I further report that during the audit period there were no specific events / actions in pursuance of the above referred laws, rules, regulations, guidelines etc. having a major bearing on the Company’s affairs.

However, I further report that, the following matters, though not occurred during the audit period but continuing during the said period, can have a major bearing on the Company’s affairs:

1. The Company was not able to service its bank loans which ultimately turned into NPAs. The Bankers have taken symbolic possession of the assets of the Company under SARFAESI Act and passed it over to an Asset Reconstruction Company.

2. The Company was unable to pay stamp duty on the Order passed by the High Court for sanctioning the Scheme of Amalgamation and Arrangement against the Demand Notice received from Collector of Stamps, Mumbai. The Company has filed its reply, however there is a contingency that the Company may have to pay penalty also.

R. V. PoreDate: 14.08.2015 Practicing Company SecretaryPlace: Pune FCS No. 6485 C.P. No. 1913

Note: This report is to be read with my letter of even date which is annexed as Annexure A and forms an integral part of this report.

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Annexure A to Secretarial Audit Report

To,The Members,DHANADA CORPORATION LIMITED

Secretarial Audit Report of even date is to be read along with this letter.

1. The compliance of provisions of all laws, rules, regulations, standards applicable to DHANADA CORPORATION LIMITED (‘the Company’) is the responsibility of the management of the Company. My examination was limited to the verification of records and procedures on test check basis for the purpose of issue of the Secretarial Audit Report.

2. Maintenance of secretarial and other records of applicable laws is the responsibility of the management of the Company. My responsibility is to issue Secretarial Audit Report, based on the audit of the relevant records maintained and furnished to me by the Company, along with explanations where so required.

3. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial and other legal records, legal compliance mechanism and corporate conduct. The verification was done on test check basis to ensure that correct facts as reflected in secretarial and other records produced to me. I believe that the processes and practices I followed, provides a reasonable basis for my opinion for the purpose of issue of the Secretarial Audit Report.

4. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

5. Wherever required, I have obtained the management representation about the compliance of laws, rules and regulations and major events during the audit period.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

R. V. PoreDate: 14.08.2015 Practicing Company SecretaryPlace: Pune FCS No. 6485 C. P. No. 1913

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ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

Annexure 3

Form No. MGT-9EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March 2015[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies

(Management and Administration) Rules, 2014]

I. Registration and other details:

i CIN L55101PN1986PLC133909ii Registration Date 14.07.1986iii Name of the Company DHANADA CORPORATION LIMITEDiv Category / Sub-Category of the Company Public Company / Limited by shares / having share capital

v

Address of the Registered office and contact details

Name of the personDesignationTele No.Email id

Dhanada, 16/6, Erandwana Hsg. Soc., Plot No. 8,Patwardhan Baug, Pune – 411004.

Ramesh R. HaveleManaging Director(020) 25462408dhanada@dhanadacorp.com

vi Whether listed company Yes / Novii Name, Address and Contact details of Registrar

and Transfer Agent, if anyLink Intime India Private LimitedHead Office: C-13, Pannalal Silk Mill Compound, L.B.S. Marg, Bhandup (West), Mumbai – 400078.(022) 25963838Pune Office: Block No. 201, 2nd Floor, Akshay Complex, Off. Dhole Patil Road, Near Ganesh Temple, Pune – 411001.(020) 26161629

II. Principal business activities of the Company:

Company is exclusively engaged in the business of Hospitality / Hotel.

All the Business activities contributing 10% or more of the total turnover of the Company are:-

Sr. No.Name and Description of main

products / servicesNIC Code of the Product/ service % to total turnover of the Company

1. Short term accommodation 551 59%2. Food & Beverage Services 561 33%

III. Particulars of holding, subsidiary and associate companies:

Sr.No.

Name and Address ofthe Company

CIN/GLNHolding/

Subsidiary/Associate

% of sharesheld

Applicable Section

1.Dhanada Holdings Private Ltd.Deep, 16/6, Erandwana Hsg. Soc. Plot No. 8, Patwardhan Baug, Pune – 411004.

U67190PN1994PTC083166 Holding 60.46% 2(46)

2.Dhanada Education Private Ltd.Dhanada, 16/6, Erandwana Hsg. Soc. Plot No. 8, Patwardhan Baug, Pune – 411004.

U80903PN2008PTC132721 Subsidiary 99.23% 2(87)(ii)

3.Dhanada Engineering Private Ltd.Dhanada, 16/6, Erandwana Hsg. Soc. Plot No. 8, Patwardhan Baug, Pune – 411004.

U31909MH1997PTC107644 Subsidiary 89.32% 2(87)(ii)

4.Dhanada Clean Energy (India) Private Ltd.Kiran 4, Sthairya Soc., Karve Nagar,Pune – 411004.

U72300PN2005PTC020891 Subsidiary 92.43% 2(87)(ii)

ANNUAL REPORT 2015

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23%

Nil

b) C

entra

l Gov

tN

ilN

ilN

ilN

ilN

ilN

ilN

ilN

ilN

ilc)

Sta

te G

ovt(s

)N

ilN

ilN

ilN

ilN

ilN

ilN

ilN

ilN

ild)

Bod

ies

Cor

p.28

6292

7154

1700

034

0462

7160

.87%

2839

9271

5417

000

3381

6271

60.4

6%- 0

.41%

e) B

anks

/ FI

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

f) A

ny O

ther

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Sub-

tota

l (A

) (1)

:-28

6551

5283

1787

936

9730

3166

.10%

2842

5152

8317

879

3674

3031

65.6

9%- 0

.41%

(2) F

orei

gna)

NR

Is -

Indi

vidu

als

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

b)O

ther

Indi

vidu

als

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

c) B

odie

s C

orp.

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

d) B

anks

/ FI

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

e)A

ny O

ther

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Sub-

tota

l (A

) (2)

:-N

ilN

ilN

ilN

ilN

ilN

ilN

ilN

ilN

ilTo

tal s

hare

hold

ing

of P

rom

oter

(A)

= (A

)(1)

+(A

)(2)

2865

5152

8317

879

3697

3031

66.1

0%28

4251

5283

1787

936

7430

3165

.69%

- 0.4

1%

B. P

ublic

Sha

reho

ldin

g1.

Inst

itutio

nsa)

Mut

ual F

unds

Nil

1275

0012

7500

0.23

%N

il12

7500

1275

000.

23%

Nil

b) B

anks

/ FI

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

c) C

entra

l Gov

tN

ilN

ilN

ilN

ilN

ilN

ilN

ilN

ilN

ild)

Sta

te G

ovt(s

)N

ilN

ilN

ilN

ilN

ilN

ilN

ilN

ilN

ile)

Ven

ture

Cap

ital F

unds

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

e) V

entu

re C

apita

l Fun

ds

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

f) In

sura

nce

Com

pan

ies

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

g)

FIIs

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

h)Fo

reig

n Ve

ntur

e C

apita

l Fu

nds

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

i)Oth

ers

(sp

ecify

)N

ilN

ilN

ilN

ilN

ilN

ilN

ilN

ilN

il

Sub

-tot

al (

B)(

1):-

Nil

1275

0012

7500

0.23

%N

il12

7500

1275

000.

23%

Nil

20

ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

2.N

on-I

nstit

utio

ns

a) B

odie

s C

orp

.N

ilN

ilN

ilN

ilN

ilN

ilN

ilN

ilN

il

i) In

dia

n16

2197

2150

018

3697

0.33

%15

5703

2110

017

6803

0.32

%-

0.01

%

ii) O

vers

eas

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

b)

Ind

ivid

uals

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

i) In

div

idua

l sha

reho

lder

sho

ldin

g n

omin

al s

hare

cap

ital

upto

` 1

lakh

4794

354

2899

778

7694

132

13.7

6%49

0569

328

8447

877

9017

113

.93%

+ 0

.17%

ii) In

div

idua

l sha

reho

lder

sho

ldin

g n

omin

al s

hare

cap

ital i

n ex

cess

of

Rs

1 la

kh

7927

217

2902

369

1082

9586

19.3

6%80

6992

429

0236

910

9722

9319

.62%

+ 0

.26%

c) O

ther

s(s

pec

ify)

Cle

arin

g M

emb

er11

885

Nil

1188

50.

02%

9633

Nil

9633

0.02

%N

il

Non

Res

iden

t Ind

ians

(R

epat

023

500

8980

011

3300

0.20

%23

500

8980

011

3300

0.20

%N

il

Non

Res

iden

t Ind

ians

(N

on –

R

epat

)45

0N

il45

00.

00%

850

Nil

850

0.00

%N

il

Sub

-tot

al (

B)(

2):-

1291

9603

5913

447

1883

3050

33.6

7%13

1653

0358

9774

719

0630

5034

.08%

+ 0

.44%

Tota

l Pub

licS

hare

hold

ing

(B)=

(B)(

1)+

(B)(

2)

1291

9603

6040

947

1896

0550

33.9

0%13

1653

0360

2524

719

1905

5034

.31%

+ 0

.44%

C. S

hare

s he

ld b

y C

usto

dia

n fo

r G

DR

s &

AD

Rs

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Gra

nd T

otal

(A+

B+

C)

4157

4755

1435

8826

5593

3581

100%

4159

0455

1434

3126

5593

3581

100%

0.85

%

ANNUAL REPORT 2015

21

DHANADACORPORATION

LIMITED

ii) S

hare

hold

ing

of P

rom

oter

s

Sr.

No.

Sha

reho

lder

’sN

ame

Sha

re h

old

ing

at t

he b

egin

ning

of t

he y

ear

Sha

re h

old

ing

at t

he e

nd o

f the

yea

r

No.

of

Sha

res

% o

f tot

alS

hare

s of

the

Com

pan

y

%of

Sha

res

Ple

dg

ed /

encu

mb

ered

to to

tal

shar

es

No.

of

Sha

res

% o

f tot

alS

hare

s of

the

Com

pan

y

%of

Sha

res

Ple

dg

ed /

encu

mb

ered

to to

tal

shar

es

% c

hang

ein

sha

reho

ldin

gd

urin

g th

eye

ar

1D

hana

da

Hol

din

gs

Priv

ate

Lim

ited

3404

6271

60.8

7%N

il33

8162

7160

.46%

Nil

0.41

%

2M

r. R

ames

h R

. Hav

ele

2908

754

5.20

%N

il29

0875

45.

20%

Nil

Nil

3M

r. R

ames

h R

. Hav

ele

J/w

Mrs

. Vee

na R

. Hav

ele

1800

60.

03%

Nil

1800

60.

03%

Nil

Nil

Tota

l36

9730

3166

.10%

Nil

3674

3031

65.6

9%N

il0.

41%

i) C

hang

e in

Pro

mot

ers’

Sha

reho

ldin

g (

ple

ase

spec

ify, i

f the

re is

no

chan

ge)

–

Sl.

No.

Sha

reho

ldin

g a

t the

beg

inni

ng o

f the

yea

rC

umul

ativ

e S

hare

hold

ing

dur

ing

the

year

No.

of s

hare

s%

of t

otal

sha

res

of

the

Com

pan

yN

o. o

f sha

res

% o

f tot

al s

hare

s of

th

e C

omp

any

1D

hana

da

Hol

din

gs

Priv

ate

Lim

ited

At t

he b

egin

ning

of t

he y

ear

3404

6271

60.8

7%

Dat

e w

ise

Incr

ease

/ D

ecre

ase

in P

rom

oter

s S

hare

hol

din

g d

urin

g th

e ye

ar s

pec

ifyin

g th

e re

ason

s fo

r in

crea

se /

dec

reas

e (e

.g. a

llotm

ent /

tran

sfer

/ b

onus

/ sw

eat e

qui

ty e

tc):

- 23

0000

Sal

e of

sha

res

on

02.1

2.20

14

- 0.

41%

3381

6271

60.4

6%

At t

he e

nd o

f the

yea

r33

8162

7160

.46%

22

ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

iii) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sl.No.

Name Shareholding at the beginning of the year

Date Increase / Decrease during

the year

Reason Cumulative Shareholding during the year / at the end of the year

No. of shares

% of total shares of the

Company

No. of shares % of total shares of the Company

1 Mr. Luxman V. Kulkarni 6376692 11.40% 23.05.201430.05.2014

- 3000- 2000

Sale Sale

63736926371692

11.40%11.39%

2 Mr. Sudhir T. Deshpande 1264669 2.26% Nil Nil Nil 1264669 2.26%3 Mr. Prafulla A. Madiwale 602562 1.08% 04.04.2014

11.04.201425.04.201402.05.201409.05.201416.05.201423.05.201430.05.201406.06.201413.06.201420.06.201430.06.201411.07.201418.07.201425.07.201401.08.201429.08.201405.09.201412.09.201419.09.201430.09.201403.10.201410.10.201417.10.201431.10.201407.11.201414.11.201421.11.201428.11.201405.12.201412.12.201419.12.201431.12.201402.01.201509.01.201516.01.201523.01.201530.01.201506.02.201527.02.201506.03.201513.03.201520.03.2015

+ 348- 100

- 34- 10+ 54+ 32

+ 19128+ 19950

- 11- 844

- 205510+ 21471

- 3300+ 200

+1087+ 335

- 99- 201- 151+ 218

- 12- 100+ 94+ 61- 50- 95

+ 138- 10306

- 3470- 4659

- 10609+ 1987+ 2522

- 13890+ 230+ 182

+ 2686+ 455+ 142- 101

- 1250- 200+ 472

PurchaseSaleSaleSale

PurchasePurchasePurchasePurchase

SaleSaleSale

PurchaseSale

PurchasePurchasePurchase

SaleSaleSale

PurchaseSaleSale

PurchasePurchase

SaleSale

PurchaseSaleSaleSaleSale

PurchasePurchase

SalePurchasePurchasePurchasePurchasePurchase

SaleSaleSale

Purchase

602910602810602776602766602820602852621980641930641919641075435565457036453736453936455023455358455259455058454907455125455113455013455107455168455118455023455161444855441385436726426117428104430626416736416966417148419836420289420431420330419080418880419272

1.08%1.08%1.08%1.08%1.08%1.08%1.11%1.15%1.15%1.15%0.78%0.82%0.81%0.81%0.81%0.81%0.81%0.81%0.81%0.81%0.81%0.81%0.81%0.81%0.81%0.81%0.81%0.80%0.79%0.78%0.76%0.77%0.77%0.75%0.75%0.75%0.75%0.75%0.75%0.75%0.75%0.75%0.75%

4 Mr. Kurian Joy Chittate 360000 0.64% Nil Nil Nil 360000 0.64%5 Mr. Suresh I. Talele 249517 0.45% Nil Nil Nil 249517 0.45%6 Mrs. Manisha M.

Suryavanshi199187 0.36% Nil Nil Nil 199187 0.36%

7 Mrs. Kavita S. Waidande 169835 0.30% Nil Nil Nil 169835 0.30%8 Mr. Prashant P. Gune 168285 0.30% Nil Nil Nil 168285 0.30%9* Anilkumar B. Parnikh (HUF) Nil N.A. 20.06.2014 + 200000 Purchase 200000 0.36%10* Mr. Sanjay S. Diwanji J/w

Mrs. Suvarna S. Diwanji 9000 0.016% 04.07.2014 + 1400

+ 200000PurchasePurchase

10400240400

0.019%0.43%

# Mr. Prakash P. Gune J/w Mr. Prashant P. Gune

164837 0.29% Nil Nil Nil 164837 0.29%

# Shivapuji Akkamahadevi Rudrappa

160000 0.29% Nil Nil Nil 160000 0.29%

* Not in the list of Top 10 shareholders as on 1st April 2014. The same is reflected above as the shareholder was one of the Top 10 shareholders as on 31st March 2015.# Ceased to be in the list of Top 10 shareholders as on 31st March 2015. The same is reflected above as the shareholder was one of the Top 10 shareholders as on 1st April 2014

ANNUAL REPORT 2015

23

DHANADACORPORATION

LIMITED

iv) Shareholding of Directors and Key Managerial Personnel:

Sl.No.

For Each ofthe Directors and KMP

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of totalshares of the

Company

No. of shares % of total shares of the Company

1 Mr. Ramesh R. HaveleAt the beginning of the year 2926760 5.23%Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

Nil N.A. Nil N.A.

At the End of the year 2926760 5.23%2 Mrs. Veena R. Havele

At the beginning of the year Nil N.A.Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

Nil N.A. Nil N.A.

At the End of the year Nil N.A.3 Mr. Shreeniwas G. Kale

At the beginning of the year Nil N.A.Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

Nil N.A. Nil N.A.

At the End of the year Nil N.A.4 * Mr. Mukund A. Kulkarni

At the beginning of the year Nil N.A.Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

Nil N.A. Nil N.A.

At the End of the year Nil N.A.5 # Mr. Ramesh M. Pradhan

At the beginning of the year 101025 0.181Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

Sale of 1000 shares on

28-10-2014

0.0018 100025 0.179

Purchase of 50 shares on

13-11-2014

0.0001 100075 0.179

Sale of 100 shares on

27-11-2014

0.0002 99975 0.179

Sale of 1000 shares on

02-12-2014

0.0018 98975 0.177

Sale of 122 shares on

03-12-2014

0.0002 98853 0.177

Purchase of 100 shares on

16-12-2014

0.0002 98953 0.177

Sale of 953 shares on

26-12-2014

0.0017 98000 0.175

Sale of 11 shares on 16-01-2015

0.00002 97989 0.175

At the End of the year 97989 0.175

* Resigned w.e.f. 12.05.2015# Appointed as CFO w.e.f. 13.02.2015

24

ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

V. Indebtedness

Indebtedness of the Company including interest outstanding / accrued but not due for payments

ParticularsSecured Loans

excludingdeposits

UnsecuredLoans

DepositsTotal

Indebtedness

Indebtedness at the beginning ofthe financial year i) Principal Amount 9,73,72,582 1,96,94,957 Nil 11,70,67,539ii) Interest due but not paid 90,79,567 91,930 Nil 91,71,497iii)Interest accrued but not due Nil Nil Nil NilTotal (i+ii+iii) 10,64,52,149 1,97,86,887 Nil 12,62,39,036Change in Indebtedness duringthe financial year• Addition• (Reduction)

50,00,500(8,81,619)

Nil(1,18,83,810)

NilNil

50,00,500(1,27,65,429)

Net Change 41,18,881 (1,18,83,810) Nil (77,64,929)Indebtedness at theend of the financial yeari) Principal Amount 10,14,91,463 78,11,147 Nil 10,93,02,610ii) Interest due but not paid 2,26,73,942 Nil Nil 2,26,73,942iii) Interest accrued but not due Nil Nil Nil NilTotal (i+ii+iii) 12,41,65,405 78,11,147 Nil 13,19,76,552

VI. Remuneration of directors and Key Managerial Personnel

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl.no.

Particulars of RemunerationName of MD/WTD/

ManagerTotal amount

1.

Gross salary

Nil

(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961(b) Value of perquisites u/s 17(2) Income-tax Act, 1961(c) Profits in lieu of salary under Section 17(3) Income-tax Act, 1961

2. Stock Option3. Sweat Equity

4.Commission- as % of profit-others, specify

5. Others, please specifyTotal (A)Ceiling as per the Act

B. Remuneration to other directors:

Sl. no.

Particulars of Remuneration Name of Directors Total Amount

1Independent Directors Fee for attending board / committee meetings Commission Others, please specify

Nil

Total(1)

2Other Non-Executive Directors Fee for attending board / committee meetings Commission Others, please specifyTotal(2)Total(B)=(1+2)Total Managerial RemunerationOverall Ceiling as per the Act

ANNUAL REPORT 2015

25

DHANADACORPORATION

LIMITED

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD:

Sl. no.

Particulars of Remuneration

Key Managerial Personnel

* Mrs. Sanjana Joshi Company Secretary

# Mr. Ramesh Pradhan CFO Total

1.

Gross salary Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 Value of perquisites u/s 17(2) Income-tax Act, 1961 Profits in lieu of salary under Section 17(3) Income tax Act, 1961

2,10,000 37,714 2,47,714

2 Stock Option Nil Nil Nil

3. Sweat Equity Nil Nil Nil

4.Commission - as % of profit - others, specify.

Nil Nil Nil

5. Others, please specify Nil Nil Nil

Total 2,10,000 37,714 2,47,714

* Resigned w.e.f. 30.01.2015# Appointed as CFO w.e.f. 13.02.201

VII. Penalties / Punishment / Compounding of offences

TypeSection of the

Companies ActBrief

Description

Details of Penalty / Punishment/

Compounding fees imposed

Authority [RD / NCLT/

COURT]

Appeal made, if any (give Details)

A. COMPANY

Penalty Nil Nil Nil Nil Nil

Punishment Nil Nil Nil Nil Nil

Compounding Nil Nil Nil Nil Nil

B. DIRECTORS

Penalty Nil Nil Nil Nil Nil

Punishment Nil Nil Nil Nil Nil

Compounding Nil Nil Nil Nil Nil

C. OTHER OFFICERS IN DEFAULT

Penalty Nil Nil Nil Nil Nil

Punishment Nil Nil Nil Nil Nil

Compounding Nil Nil Nil Nil Nil

26

ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

Annexure 4 NOMINATION AND REMUNERATION POLICY

This Policy on nomination and remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and other employees is framed in compliance with Section 178 of the Companies Act, 2013 read with rules made there under and Clause 49 of the Listing Agreement.

This policy has been formulated by the Nomination and Remuneration Committee and approved by the Board of Directors. This policy shall be operational with immediate effect.

Definitions:

• “Company” means Dhanada Corporation Limited.• “Board of Directors” or “Board” means the Board of Directors of Dhanada Corporation Limited, as constituted

from time to time.• “Directors” means Directors of the Company.• “Committee” means Nomination and Remuneration Committee of the Company as constituted or reconstituted by

the Board, from time to time.• “Independent Director” means a director of the Company, not being a whole time director and who is neither a

promoter nor belongs to the promoter group of the Company and who satisfies other criteria for independence under the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges.

• “Key Managerial Personnel” (KMP) means(i) the Chief Executive Officer or the managing director or the manager;(ii) the Company Secretary;(iii) the Whole-Time Director;(iv) the Chief Financial Officer; and(v) such other officer as may be prescribed • “Senior Management Personnel” means personnel of the Company who are members of its core management team excluding

Board of Directors comprising all members of management one level below the executive directors, including the functional heads.

Objectives of the Nomination and Remuneration Committee:

The Committee shall:

i. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of Directors, key managerial personnel, senior management personnel and other employees.

ii. Formulate the criteria for performance evaluation of Independent Director and the Board.iii. Devise a policy on Board diversity.iv. Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior

Management positions in accordance with the criteria laid down in this policy.v. Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.vi. Determine the composition and level of remuneration, including reward linked with the performance, which is reasonable

and sufficient to attract, retain and motivate Directors, KMP, Senior Management Personnel and other employees to work towards the long term growth and success of the Company.

Nomination and Remuneration Committee:

The Board has the power to constitute / reconstitute the Committee from time to time in order to make it consistent with the Company’s policy and applicable statutory requirement.

Applicability:

This policy is applicable to:

1. Directors viz. Executive, Non-executive and Independent 2. Key Managerial Personnel 3. Senior Management Personnel 4. Other employees of the Company

ANNUAL REPORT 2015

27

DHANADACORPORATION

LIMITED

CriteriafordeterminingQualifications,PositiveAttributesandIndependenceofDirector:

a. Qualifications of Independent Directors

An Independent director shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, operations or other disciplines related and beneficial to the Company’s business.

b. Positive attributes of Independent Directors

An independent director shall be a person of integrity, who possesses relevant expertise and experience and who shall uphold ethical standards of integrity and probity; act objectively and constructively; exercise his responsibilities in a bona-fide manner in the interest of the Company; devote sufficient time and attention to his professional obligations for informed and balanced decision making; and assist the Company in implementing the best corporate governance practices.

c. Independence of Independent Directors

An Independent director should meet the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement concerning independence of directors.

General Appointment Criteria:

The Committee shall consider the ethical standards of integrity and probity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and accordingly recommend to the Board his / her appointment. The Committee should ensure that the person recommended for appointment as Director, KMP or Senior Management Personnel is not disqualified under the Companies Act, 2013, rules made there under, Listing Agreement or any other enactment for the time being in force.

The appointment of other employees of the Company shall be done by the Human Resource department of the Company considering the qualification and experience required for the post.

Term / Tenure:

The Term / Tenure of the Managing Director / Whole – time Director / Independent Director shall be governed as per provisions of the Companies Act, 2013 and rules made there under and Listing Agreement as amended from time to time.

The Term / Tenure of the other Directors, KMP, Senior Management Personnel and other employees shall be governed by the prevailing policy of the Company.

Removal:

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made there under or under any other applicable Act, rules and regulations or any other reasonable ground, the Committee may recommend to the Board for removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

Retirement: The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position or otherwise even after attaining the retirement age, for the benefit of the Company.

Criteria for Evaluation of Independent Directors, the Board, KMP, Senior Management Personnel and other employees:

a. Executive Directors

The Executive Directors shall be evaluated on the basis of targets / criteria given to executive Directors by the Board from time to time.

b. Non Executive Non – Independent Directors

The Independent Directors shall at its separate meeting review performance of non – independent directors and the Board as a whole.

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c. Non Executive Independent Directors

The performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

d. Key Managerial Personnel and Senior Management Personnel

The evaluation of performance of Key Managerial Personnel and Senior Management Personnel shall be carried out by the entire Board on yearly basis.

e. Other employees

The evaluation of the performance of the other employees shall be carried out by the Human Resource Department of the Company.

Policy on Board diversity:

The Board of Directors shall have the optimum combination of Directors from the different areas / fields like Finance, Law, Management etc. and other discipline related and beneficial to the Company’s operations.

Remuneration Policy:

The remuneration / compensation / commission etc. to be paid to the Managing Director, Whole-time Director, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for their approval. The remuneration / compensation / commission etc. shall be subject to the prior / post approval of the shareholders of the Company and Central Government, wherever required.

The level and composition of remuneration so determined by the Committee shall be reasonable and sufficient to attract, retain and motivate directors, Key Managerial Personnel and Senior Management of the quality required to run the Company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. The remuneration should also involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals:

1. Director / Managing Director

Besides the above Criteria, the remuneration / compensation / commission etc. to be paid to Director / Managing Director etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force.

2. Non executive / Independent Directors

The Non – Executive / Independent Director may receive remuneration by way of sitting fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall be subject to ceiling / limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force.

The Non – Executive / Independent Director may receive commission on net profits as permissible under Section 197 of the Companies Act, 2013 and decided by the Board from time to time to be payable to any of the Non-executive Director.

The Non – Executive / Independent Director is entitled to be paid all traveling and other expenses they incur for attending to the Company’s affairs, including attending and returning from General Meetings of the Company or Meetings of the Board of Directors or Committee of Directors.

An Independent Director shall not be entitled to any stock option of the Company.

3. KMPs / Senior Management Personnel / other employees

The Remuneration to be paid to KMPs / Senior Management Personnel / other employees shall be based on the experience, qualification and expertise of the related personnel and governed by the limits, if any prescribed under the Companies Act, 2013 and rules made there under or any other enactment for the time being in force.

4. Directors and Officers’ Insurance

Where any insurance is taken by the Company on behalf of its Directors, KMPs / Senior Management Personnel etc. for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel.

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Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

Amendments:

The Board shall have the power, on its own and / or on recommendation of the Committee, to amend any of the provisions of this Policy, substitute any of the provisions with a new provision or replace this Policy entirely with a new Policy.

Disclosures:

The Policy shall be posted on the website of the Company at www.dhanadacorp.com and disclosed in the Annual Report

of the Company.

___________________________________________________________________________________

Annexure 5

VIGIL MECHANISM / WHISTLE BLOWER POLICY

PREAMBLE

Section 177 of the Companies Act, 2013 and clause 49 of the Listing Agreement between listed companies and the stock exchanges (effective from 1st October 2014) requires every listed company to establish a vigil mechanism for directors and employees to report genuine concerns or instances of unethical behavior, actual or suspected, fraud or violation of the Company’s Code of Conduct or Ethics Policy. The Company has adopted a Code of Conduct for Directors and Senior Management Personnel (“the Code”), which lays down the principles and standards that should govern the actions of the Directors and Senior Management Personnel. Any actual or potential violation of the Code, howsoever insignificant or perceived as such, is a matter of serious concern for the Company. Vigil mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

In compliance of the above requirements, Dhanada Corporation Limited, being a Listed Company proposes to establish a Whistle Blower Policy / Vigil Mechanism and to formulate a policy for the same.

DEFINITIONS

“Company” or “the Company” means Dhanada Corporation Limited.

“Audit Committee” means the Audit Committee constituted by the Board of Directors of the Company in accordance with Section 177 of the Companies Act 2013 and read with revised Clause 49 of the Listing Agreement with the Stock Exchanges.

“Employee” means all the present employees of the Company, including the directors in the employment of the Company.

“Code” means Code of Conduct for Directors and Senior Management Personnel adopted by Dhanada Corporation Limited.

“Protected Disclosure” means a written communication of a concern made in good faith, which discloses or demonstrates information about an unethical or improper activity under the title “SCOPE OF THE POLICY” with respect to the Company. It should be factual and not speculative or in the nature of an interpretation / conclusion and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.

“Subject” means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.

“Whistle Blower” means an employee or group of employees who makes a Protected Disclosure under this Policy and also referred in this policy as complainant.

“Vigilance, Whistle and Ethics Officer” means a person, nominated / appointed to receive protected disclosures from whistle blowers, to conduct detailed investigation, maintain records thereof, place the same before the Audit Committee for its disposal and inform the Whistle Blower the result thereof.

POLICY OBJECTIVES

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.

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The Company is committed to developing a culture where it is safe for all employees to raise concerns about any poor or unacceptable practice and any event of misconduct.

The mechanism provides a channel to the employees and Directors to report to the management concerns or instances of unethical behavior, actual or suspected fraud or violation of Code of Conduct or Ethics Policy.

The mechanism provides for adequate safeguards against victimization of Directors and employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

SCOPE OF THE POLICY

This Policy intends to cover serious concerns that could have grave impact on the operations and performance of the business of the Company and malpractices and events which have taken place / suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected and formally reported by whistle blowers concerning its employees.

The Policy neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations about a personal situation.

ELIGIBILITY

All Employees of the Company are eligible to make Protected Disclosures under the Policy in relation to matters concerning the Company.

SCOPE

The Policy covers disclosure of any unethical and improper or malpractices and events which have taken place / suspected to take place involving:

• Breach of the Company’s Code of Conduct• Breach of Business Integrity and Ethics• Breach of Contract• Breach of terms and conditions of employment and rules thereof• Intentional Financial irregularities, including fraud, or suspected fraud• Deliberate violation of laws / regulations• Gross or Willful Negligence causing substantial and specific danger to health, safety and environment• Manipulation of Company data / records• Pilferation of confidential / propriety information• Wastage / misappropriation of Company funds / assets• Criminal offence

RECEIPT AND DISPOSAL OF PROTECTED DISCLOSURES

All Protected Disclosures should be reported in writing by the complainant as soon as possible, not later than 30 days after the Whistle Blower becomes aware of the same and should either be typed or written in a legible handwriting in English.

The Protected Disclosure should be submitted under a covering letter signed by the complainant in a closed and secured envelope and should be super scribed as “Protected disclosure under the Whistle Blower policy” or sent through email with the subject “Protected disclosure under the Whistle Blower policy”. If the complaint is not super scribed and closed as mentioned above, the protected disclosure will be dealt with as if a normal disclosure.

All Protected Disclosures should be addressed to the Vigilance Officer of the Company or to the Chairman of the Audit Committee in exceptional cases.

The contact details of the Vigilance Officer are as under:

Name and Address: Ramesh R. Havele ‘Dhanada’, 16/6, Erandwana Hsg. Soc., Plot No. 8, Patwardhan Baug, Pune – 411004. Email id: dhanada@dhanadacorp.com

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The contact details of the Chairman of the Audit Committee are as under:

Name and Address: Shreeniwas G. Kale Behind Siddhivinayak Auto Works, Inam, Dhamani, Miraj, Sangli – 416415.

Email id: shreeniwaskale@yahoo.in

In order to protect the identity of the complainant, the Vigilance Officer will not issue any acknowledgement to the complainants and they are advised neither to write their name / address on the envelope nor enter into any further correspondence with the Vigilance Officer. The Vigilance Officer shall assure that in case any further clarification is required he will get in touch with the complainant.

Anonymous / Pseudonymous disclosure shall not be entertained by the Vigilance Officer.

On receipt of the protected disclosure, the Vigilance Officer shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure.

INVESTIGATION

All Protected Disclosures under this policy will be recorded and thoroughly investigated. The Vigilance Officer will carry out an investigation either himself / herself or by involving any other Officer of the Company / an outside agency before referring the matter to the Audit Committee of the Company.

The Audit Committee, if deems fit, may call for further information or particulars from the complainant.

The investigation by itself would not tantamount to an accusation and is to be treated as a neutral fact finding process.

Subject will normally be informed in writing of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation.

Subject shall have a duty to co-operate with the Vigilance Officer or Audit Committee or any of the Officers appointed in this regard.

Subject has a right to consult with a person or persons of their choice, other than the Vigilance Officer / Investigators and / or members of the Audit Committee and / or the Whistle Blower.

Subject has a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with and witness shall not be influenced, coached, threatened or intimidated by the subject.

Unless there are compelling reasons not to do so, Subject will be given the opportunity to respond to material findings contained in the investigation report. No allegation of wrong doing against a Subject shall be considered as maintainable unless there is good evidence in support of the allegation.

Subject has a right to be informed of the outcome of the investigations. If allegations are not sustained, the Subject should be consulted as to whether public disclosure of the investigation results would be in the best interest of the Subject and the Company.

The investigation shall be completed normally within 90 days of the receipt of the protected disclosure and is extendable by such period as the Audit Committee deems fit.

Any member of the Audit Committee or other officer having any conflict of interest with the matter shall disclose his / her concern / interest forthwith and shall not deal with the matter.

CONFIDENTIALITY

The complainant, Vigilance Officer, Members of Audit Committee, the Subject and everybody involved in the process shall, maintain confidentiality of all matters under this Policy, discuss only to the extent or with those persons as required under this policy for completing the process of investigations and keep the papers in safe custody.

PROTECTION

No unfair treatment will be meted out to a Whistle Blower by virtue of his / her having reported a Protected Disclosure under this policy. Adequate safeguards against victimization of complainants shall be provided. Complete protection will, therefore, be given to Whistle Blower against any unfair practice like retaliation, threat or intimidation of termination / suspension of service, disciplinary action, transfer, demotion, refusal of promotion or the like including any direct or indirect use of authority to

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obstruct the Whistle Blower’s right to continue to perform his duties / functions including making further Protected Disclosure. The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure.

A Whistle Blower may report any violation of the above clause to the Chairman of the Audit Committee, who shall investigate into the same and recommend suitable action to the management.

The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law. Any other employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.

DECISION AND REPORTING

The Vigilance officer shall submit a report to the Chairman of the Audit Committee on a regular basis about all Protected Disclosures referred to him / her since the last report together with the results of investigations, if any.

If an investigation leads to a conclusion that an improper or unethical act has been committed, the Chairman of the Audit Committee shall recommend to the Board of Directors of the Company to take such disciplinary or corrective action as it may deem fit.

Any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.

If the report of investigation is not to the satisfaction of the complainant, the complainant has the right to report the event to the appropriate legal or investigating agency.

A complainant who makes false allegations of unethical and improper practices or about alleged wrongful conduct of the Subject to the Vigilance Officer or the Audit Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.

A quarterly report with number of complaints received under the Policy and their outcome shall be placed before the Audit Committee and the Board.

ACCESS TO CHAIRMAN OF THE AUDIT COMMITTEE

The Whistle Blower shall have right to access Chairman of the Audit Committee directly in exceptional cases and the Chairman of the Audit Committee is authorized to prescribe suitable directions in this regard.

COMMUNICATION

A Whistle Blower policy cannot be effective unless it is properly communicated to employees. The policy should be published on the website of the Company.

RETENTION OF DOCUMENTS

All Protected disclosures in writing or documented along with the results of Investigation relating thereto, shall be retained by the Company for a period of 7 (Severn) years or such other period as specified by any other law in force, whichever is more.

ADMINISTRATION AND REVIEW OF THE POLICY

A quarterly report about the functioning of the Whistle Blower Policy / Vigil Mechanism shall be placed before the Audit Committee. A quarterly status report on the total number of compliant received if any during the period with summary of the findings of Whistle Officer / Audit Committee and corrective steps taken should be send to the Chairman of the Company.

The Board of Directors shall be responsible for the administration, interpretation, application and review of this policy. The Board also shall be empowered to bring about necessary changes to this Policy, if required at any stage with the concurrence of the Audit Committee.

AMENDMENT

The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on the employees unless the same is not communicated to them. The amended policy should be published on the website of the Company.

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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. The Indian tourism and hospitality industry is one of the largest segments under the services sector of the Indian economy. Tourism in India is a potential game changer. The performance of the Travel and Tourism sector is a barometer of global sentiment.

Over the past few years, tourism has proven to be a strong and resilient economic activity and a fundamental contributor to the economic recovery by generating billions of dollars in exports and creating millions of jobs at a global scale.

India is projected to be number one for growth globally in the wellness tourism sector in the next five years, clocking over 20 per cent gains annually through 2017, according to a study conducted by SRI International.

Hospitality, a major segment of tourism, has grown by 10-15 per cent on the backing of better consumer sentiment with the change of Government. As demand is going up occupancies are improving.

The Indian government has realized the country’s potential in the tourism industry and has taken several steps to make India a global tourism hub. The key drivers for international travel demand growth to India include the easier e-visa regime, ‘Swachh Bharat Abhiyan’, ‘Make in India’ and other similar initiatives which are expected to build a positive global image for the country and will have a long term impact for the travel and tourism industry.

WTTC predicts that the travel and tourism industry in India will grow by 7.5% in 2015. By the end of 2015, the travel and tourism sector will contribute 7% of India’s GDP and generate 37.4 million jobs; more than 1.8% of those generated in 2014. The Government of India has announced plans to restore twenty five Cultural World Heritage Sites. The restoration plans include landscaping, signage and interpretation centers, access for differently abled and improved facilities for visitors.

The long term outlook for the Indian hospitality business continues to be positive, both for the business as well as the leisure segments, with potential for economic growth, increases in disposable incomes and the burgeoning middle class.

ICRA Ltd. rating agency expects the revenue growth of Indian hotel industry strengthening to 9 – 11 per cent in 2015-16.

Overall, the hospitality industry would see better growth in the years to come.

The Company also works in engineering, education and renewable energy segments through its subsidiaries.

The overall future for automotive industry is very promising. The worldwide automotive industry has been enjoying a period of relatively strong growth and profitability and annual sales have reached prerecession levels in some regions. The next few years are projected to show solid but cautious growth due to improved affordability, rising incomes and untapped markets. All these open up an opportunity for automobile manufactures in India. Yet considerable uncertainty about the future remains. The main challenge is that the global automotive market is uneven.

In education sector, India, today, is known as the knowledge capital. The Education sector in India is poised at a crucial stage in its growth. India’s demographic advantage of having a large population of youth, coupled with low gross enrolment ratios, presents a huge opportunity to education sector players. Over the last few years, there has been a visible increase of the private companies in the sector. The interest of entrepreneurs and private equity players to invest in this sector is generated due to the fact that the sector is not affected much by recession and requires minimal working capital.

Government support for the sector has also seen a boost, with substantial reforms and increased financial outlays being announced and implemented. These reforms aim at not only strengthening the sector but facilitating planned expansion of the sector.

The renewable energy sector holds tremendous potential. Renewable energy is gaining traction as an important area of focus for governments worldwide. However, the sector is very capital intensive 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. Renewable resources are the most attractive investment because they will also provide long-term economic growth.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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2. Opportunities and Threats

The steady rise in tourism and prospects of better economic growth in the years to come hold lot of promises for the hospitality industry.

However, there are some basic challenges. The first being constant pressure to lower room rates to maintain occupancy levels. The second being the tightening margins with room rates not going up and operating costs sky-rocketing. Rupee devaluation is the third challenge. And lastly, high interest rates affecting the debt servicing capacity of hospitality industry.

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. On the other hand, the expectations of the guests of the level of service gone up immensely due to competition.

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 2014 – 15. However, the working of the hotel has not suffered. The management is taking every effort to remedy the situation as early as possible.

4. Segment-wiseorproduct-wiseperformance

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

During the year under review, Dhanada Corporation Ltd. managed to keep up its performance in terms of sales. However, operating margins were under pressure. The Company has suffered losses.

Paucity of funds also affected the performance of the subsidiaries. Dhanada Engineering Private Ltd. and Dhanada Education Private Ltd., subsidiaries of the Company, were non – operational during most of the year. They have suffered losses.

Dhanada Clean Energy (India) Private Ltd., subsidiary of the Company is in capital intensive sector and its performance also suffered due to shortage of working capital. It has also suffered losses.

5. Outlook

Barring unforeseen difficulties, the hospitability sector looks forward to steady growth. The subsidiaries are starving for working capital and their performance would depend on how far the group succeeds in raising adequate finance.

6. Risksandconcerns

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, global recession and natural calamities 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, 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.

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Disruptive events such as droughts, heat waves, more intense storms, risk of climate change, lack of capital and investment opportunities, high interest rate, demand volatility, competition and input prices are inherent business risks in renewable energy sector. Also renewable energy sources are more resilient than coal, natural gas, and nuclear power plants. These risks could affect profitability, market share and performance of Dhanada Clean Energy (India) 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. Discussiononfinancialperformancewithrespecttooperationalperformance

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

The financial performance declined due to increase in the cost of input, depreciation, finance costs and other expenses. The Company has suffered losses.

Dhanada Engineering Private Ltd. and Dhanada Education Private Ltd., subsidiaries of the Company, were non – operational during most of the year. They have suffered losses. This was due to acute shortage of working capital.

Dhanada Clean Energy (India) Private Ltd., subsidiary of the Company is in capital intensive sector and its performance also suffered due to shortage of working capital. It has also suffered losses.

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 73 employees as on 30th May 2015.

10. Cautionary Statement

Statements in this Management Discussion and Analysis 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 economic environment in India, regulatory provisions, tax laws, litigations, exchange rate fluctuations, interest and other costs.

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REPORT ON CORPORATE GOVERNANCE

1. Philosophy on Corporate Governance

The Company’s philosophy on 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 on 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:

As on 1st April 2014, the composition of Board was as under:

Name of Director DIN CategoryShri. Ramesh Havele 00007580 Executive DirectorMrs. Veena Havele 00007593 Non-executive DirectorShri. Shreeniwas Kale 00150957 Independent DirectorShri. Gajanan Deshpande 00151009 Independent Director

During the year, Mr. Gajanan M. Deshpande (DIN 00151009) resigned with effect from 18th September 2014 and Mr. Mukund A. Kulkarni (DIN 03481615) was appointed as an Independent Director of the Company on 16th December 2014.

Thereafter, till 12th May 2015, the composition of Board was as under:

Name of Director DIN CategoryMr. Ramesh R. Havele 00007580 Executive DirectorMrs. Veena R. Havele 00007596 Non – executive DirectorMr. Shreeniwas G. Kale 00150957 Independent DirectorMr. Mukund A. Kulkarni 03481615 Independent Director

With effect from 12th May 2015, Mr. Mukund A. Kulkarni (DIN 03481615), resigned. Accordingly, the composition of Board is reconstituted as under:

The Board consists of 3 Directors. Mr. Ramesh R. Havele (DIN 00007580) is the Chairman and Managing Director of the Company. All Directors except Managing Director are Non-executive Directors. Mr. Shreeniwas Kale (DIN 00150957) is an independent Director.

Name of Director DIN CategoryMr. Ramesh R. Havele 00007580 Executive DirectorMrs. Veena R. Havele 00007596 Non – executive DirectorMr. Shreeniwas G. Kale 00150957 Independent Director

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

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 AttendanceBoard Meeting AGM

1. Ramesh Havele Executive 5 Yes

2. Mrs. Veena Havele Non –Executive 5 Yes3. Shreeniwas Kale Independent Director 5 Yes4. Gajanan Deshpande# Independent Director 2 N.A.5. Mukund Kulkarni@ Independent Director 1 N.A.

# Resigned w.e.f. 18.09.2014.@ Appointed w.e.f. 16.12.2014.

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c. Number of other Boards or Board Committees in which director is a member or Chairperson:

Sr. No. Name of Director Category

Other Directorship/ Committee membership

Other Directorship*

Committee Chairmanship/ Membership*

1. Ramesh Havele Executive 3 Nil2. Mrs. Veena Havele Non –Executive 3 23. Shreeniwas Kale Independent Director 3 24. Gajanan Deshpande Independent Director Nil 25. Mukund Kulkarni Independent Director Nil 2

* Excluding directorships in Private Limited Companies, Membership of Nomination and Remuneration Committee of various bodies.

d. Number of Board Meetings held, dates on which held:

During the financial year 2014 – 2015, your Board met 5 (Five) times on following dates:

30th May 2014, 14th August 2014, 13th November 2014, 21st November 2014, 13th February 2015.

3. Audit Committee

i. Terms of reference:

The terms of reference of Audit Committee are as specified in Clause 49 of the listing agreement and Section 177 of the Companies Act, 2013.

ii. Composition, name of members and Chairperson:

As on 1st April 2014, the composition of Audit Committee was as under:

Name of Director DIN PositionMr. Gajanan M. Deshpande 00151009 ChairmanMr. Shreeniwas G. Kale 00150957 MemberMrs. Veena R. Havele 00007596 Member

During the year, Mr. Gajanan M. Deshpande (DIN 00151009) resigned with effect from 18th September 2014 and Mr. Mukund A. Kulkarni (DIN 03481615) was appointed as an Independent Director of the Company on 16th December 2014.

Thereafter, till 12th May 2015, the composition of Audit Committee was as under:

Name of Director DIN PositionMr. Mukund A. Kulkarni 03481615 ChairmanMr. Shreeniwas G. Kale 00150957 MemberMrs. Veena R. Havele 00007596 Member

With effect from 12th May 2015, Mr. Mukund A. Kulkarni (DIN 03481615), resigned.

Now, the Audit Committee consists of two members only i.e. Mr. Shreeniwas G. Kale (DIN 00150957) and Mrs. Veena R. Havele (DIN 00007580).

iii. Meetings and attendance during the year:

During the financial year 2014 – 15, 4 (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.

30th May 2014, 14th August 2014, 13th November 2014, 13th February 2015.

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The attendance of the members is as follows:

Sr. No. Name of Directors Held during the year Attended1. Mrs. Veena Havele 4 42. Shreeniwas Kale 4 43. Gajanan Deshpande 4 24. Mukund Kulkarni 4 1

# Resigned w.e.f. 18.09.2014.@ Appointed w.e.f. 16.12.2014.

4. Nomination and Remuneration Committee

i. Terms of reference:

The terms of reference of the Nomination and Remuneration Committee are as prescribed in sub-section (3) and (4) of Section 178 of the Companies Act, 2013 and Clause 49 of the listing agreement.

ii. Composition, name of members and Chairperson:

As on 1st April 2014, the composition of Nomination and Remuneration Committee was as under:

Name of Director DIN PositionMr. Shreeniwas G. Kale 00150957 ChairmanMr. Gajanan M. Deshpande 00151009 MemberMrs. Veena R. Havele 00007596 Member

During the year, Mr. Gajanan M. Deshpande (DIN 00151009) resigned with effect from 18th September 2014 and Mr. Mukund A. Kulkarni (DIN 03481615) was appointed as an Independent Director of the Company on 16th December 2014.

Thereafter, till 12th May 2015, the composition of Nomination and Remuneration Committee was as under:

Name of Director DIN PositionMr. Shreeniwas G. Kale 00150957 ChairmanMr. Mukund A. Kulkarni 03481615 MemberMrs. Veena R. Havele 00007596 Member

With effect from 12th May 2015, Mr. Mukund A. Kulkarni (DIN 03481615), resigned.

Now, the Nomination and Remuneration Committee consists of two members only i.e. Mr. Shreeniwas G. Kale (DIN 00150957), Chairman of the Committee and Mrs. Veena R. Havele (DIN 00007580).

iii. Meetings and attendance during the year:

During the financial year 2014 – 15, 2 (Two) Nomination and Remuneration Committee meetings were held.

21st November 2014, 13th February 2015.

The attendance of the members is as follows:

Sr. No. Name of Directors Held during the year Attended1. Mrs. Veena Havele 2 22. Shreeniwas Kale 2 23. Gajanan Deshpande 2 N.A.4. Mukund Kulkarni 2 1

# Resigned w.e.f. 18.09.2014.@ Appointed w.e.f. 16.12.2014.

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iv. Remuneration Policy:

The Committee has formulated policy on nomination and remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and other employees including criteria for determining qualifications, positive attributes and independence of director, performance evaluation and other matters in compliance with Section 178 of the Companies Act, 2013 read with rules made there under and Clause 49 of the Listing Agreement.

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

v. Details of remuneration to all the directors, as per format in main report:

No director draws any remuneration from the Company.

5. StakeholdersRelationshipCommittee

The Stakeholders Relationship Committee is constituted under the Chairmanship of Mr. Shreeniwas G. Kale (DIN 00150957), Non – executive Director.

Mr. Ramesh R. Havele (DIN 00007580), Chairman and Managing Director is Compliance Officer.

No Investor complaints were received during the year 2014 – 15. There are no share transfers pending as on 31st March 2015.

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

Following table gives the details of shares and convertible instruments held by the non –executive directors as on 31st March 2015.

Name of Director Category Number of shares heldEquity shares of Re.1/- each

Mrs. Veena Havele Non-Executive NIL* Mukund Kulkarni Independent NILShreeniwas Kale Independent NIL

* Resigned w.e.f. 12.05.2015

7. Subsidiary Company

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

Mr. Shreeniwas G. Kale (DIN 00150957), 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.

Mr. Shreeniwas G. Kale (DIN 00150957), 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, is a subsidiary of your Company.

Mr. Shreeniwas G. Kale (DIN 00150957), 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.

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8. General Body Meetings

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

AGM/Year Venue Date Time2011 – 2012 Banquet Hall, Solaris Club, 128/2, Mayur Colony, Off.

Karve Road, Behind P. Jog School, Pune – 411029. 14th September 2012 4.00 p.m.

2012 – 2013 “Dhanada Tower”, Near Mhatre Bridge, Opp. Gharkul Lawns, Karvenagar, Pune – 411052.

30th September 2013 4.00 p.m.

2013 – 2014 “Dhanada”, 16/6, Erandwana Hsg. Soc., Plot No.8, Patwardhan Baug, Pune – 411004.

30th September 2014 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 passed14th September 2012 Following special resolutions were passed unanimously in the

meeting: 1. Issue of 11,50,000 Equity Shares of the Company on preferential

basis.2. Issue of 1,07,50,000 Fully Convertible Equity Share Warrants of

the Company on preferential basis.30th September 2013 NIL30th September 2014 Following special resolutions were passed in the meeting with

requisite majority: 1. Approval given to the Board of Directors for borrowing of monies

u/s 180(1)(c) of the Companies Act, 2013.2. Approval given to the Board of Directors for creation of charges

etc. u/s 108(1)(a) of the Companies Act, 2013.

Details of Special Resolutions passed during 2014 – 2015 by postal ballot – NIL

Certain resolutions / matters are proposed by the Board to be conducted by means of Postal Ballot. The Company will follow the procedure for postal ballot prescribed under Section 110 of the Companies Act, 2013 and rules made thereunder and listing agreement.

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. There were no materially significant transactions by the Company, during the financial year, with its related parties such as promoters, directors, key managerial personnel, relatives or subsidiaries that could have potential conflict of interest with the Company. Details of related party transactions are provided in Note 26 B-13 of the Notes forming part of the Financial Statements in accordance with provisions of Accounting Standard 18, issued by the Institute of the Chartered Accountants of India.

(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. No accounting treatment was different from that prescribed in the Accounting Standards.

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

(iv) The Company has a Whistle Blower Policy in place which can be accessed on the Company’s website www.dhanadacorp.com. It is affirmed that no personnel has been denied access to the Chairman of the audit committee in terms of the policy. During the year, no complaints were filed under the said policy.

(v) 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.

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

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(vii) The declaration by the Chief Executive Officer 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 2015 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

The Management Discussion and Analysis given separately and the same is annexed and forms part of Directors’ Report.

12. ComplianceCertificateoftheAuditors

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 and forms part of Directors’ Report.

13. General Shareholders Information

(i) Date of meeting of the Board of 30th May 2015 Directors in which Accounts for the year 2014 – 2015 were approved

(ii) Date of Annual General Meeting 30th September 2015

Venue “Dhanada”, 16/6, Erandwana Hsg. Soc., Plot No. 8, Patwardhan Baug,

Pune – 411004. Time 4.00 p.m.

(iii) Financial Calendar for 2015 – 16 (Tentative)

1st quarterly results Second Week of August 20152nd quarterly results Second Week of November 20153rd quarterly results Second Week of February 20164th quarterly results Last Week of May 2016Annual results for the year ending 31st March 2016 Last Week of May 2016

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

(v) Book Closure for Annual General Meeting: The book closure is from 24th September 2015 to 30th September 2015 (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 2015, 74.36% (41590455) shares are held in demat form.

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ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

(viii) Market Price data

The monthly high / low prices of share of the Company on BSE from 1st April 2014 to 31st March 2015 are given below:

Sr. No. Month High

(`)Low(`) Volume of Shares

1 April 2014 8.88 5.28 126472 May 2014 10.39 7.71 149513 June 2014 9.30 7.60 172464 July 2014 8.19 7 95995 August 2014 7.13 5.70 191586 September 2014 13.65 6.58 284937 October 2014 13.68 10 103888 November 2014 12.25 10.24 572219 December 2014 10.89 7.30 28565

10 January 2015 10.27 7.37 1529211 February 2015 7.65 6 1153012 March 2015 7.03 6 5078

Performance in comparison to broad-based indices such as BSE Sensex for the period 1st April 2014 to 31st March 2015.

10000

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20000

25000

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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 2015

Distribution of share holding as on 31st March 2015

No. of Equity Shares No. of Members % to total

MembersNo. ofShares % to total Shares

Upto 5000 3775 93.65 1982784 3.545001 – 10000 66 1.64 488583 0.8710001 & above 186 4.71 53462214 95.59Total 4027 100.00 55933581 100.00

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(xi) Categories of shareholders as on 31st March 2015

Category No. of shares Held

Percentage of Shareholding

Promoter’sHolding Indian Promoters 36743031 65.69Non-promoter’sHoldingInstitutional Investors Nil N.A.Mutual Funds and UTI 127500 0.23Banks, Financial Institutions, Insurance Companies Nil N.A.(Central/State Govt. Institutions/ Non- govt. Institutions) Nil N.A.FIIs Nil N.A.Other Corporate Bodies 176803 0.32Indian Public 18762464 33.54NRIs / OCBs 114150 0.20Any Other 9633 0.02TOTAL 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, Erandwana Hsg. Soc.,Plot No. 8, Patwardhan Baug,Pune – 411004.Email: dhanada@dhanadacorp.com

(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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ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

Declaration under Clause 49 of the Listing Agreementregarding adherence to the Code of Conduct

I, Ramesh Ramchandra Havele (DIN 00007580), Managing Director and Chief Executive Officer of Dhanada Corporation

Limited, hereby confirm pursuant to Clause 49 (II) (E) 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 2015.

Date: 14th August 2015 Ramesh R. Havele

Place:Pune Managing Director & Chief Executive Officer

(DIN 00007580)

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 2015, 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 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. Chandavarkar

Date : 14th August 2015 Proprietor

M. No. 44537

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TO THE MEMBERS OFDHANADA CORPORATION LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of DHANADA CORPORATION LIMITED (The Company), which comprises the Balance Sheet as at 31st March 2015, 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’sResponsibilityfortheStandaloneFinancialStatements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”)with respect to the preparation of these standalone 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 specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from the material misstatement, whether due to fraud or error.

Auditor’sResponsibility Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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 the 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 financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, 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 on the standalone financial statements.

Opinion

Without qualifying our report, we draw your attention to Note 26 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 explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its loss and its cash flows for the year ended on that date.

i. in the case of the Balance Sheet, of the State of affairs of the Company as at 31st March 2015; andii. in the case of Statement of Profit and Loss, of the Loss for the year ended on that date;

INDEPENDENT AUDITOR’S REPORT

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ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

e) There are no observations and comments on financial transactions or other matter which have adverse effects on the functioning of the Company.

f) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164(2) of the Act.

g) There are no qualifications preservations or adverse remarks relating to maintenance of accounts or other matters connected therewith.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 26 B - 17 to the financial statement.

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

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

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

Place : Pune G. K. ChandavarkarDate : 30th May 2015 (Proprietor) M. No. 044537

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AnnexuretotheIndependentAuditor’sReport

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 Assets

a) 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.

ii. Inventories

a) 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 granted by the Company

The Company has granted loans to parties covered in the register maintained under Section 189 of the Companies Act, 2013. 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. 2,14,91,902 Nil

Dhanada Education Pvt.. Ltd. 1,17,71,964 Nil

Dhanada Clean Energy (India) Pvt.. Ltd.

9,76,992 Nil

The interest has been provided on prorate basis and all the principal together with the interest has been converted into fully paid equity shares of respective companies.

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 and services. During the course of our audit we have not observed any weaknesses or continue in the failure to correct major weaknesses in internal control system.

v. Deposits from the public

According to the information and explanations given to us the Company has not accepted deposits from the public during the year and hence the directives issued by the Reserve Bank India and the provisions of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under are not applicable to it.

vi. Cost Records

According to the information and explanations given to us the Central Government has not prescribed maintenance of cost record under sub-section 1 of section 148 under Companies Act, 2013 read with the rule 3 of the Companies (Cost Record and Audit Rules 2014).

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ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

vii. Statutory Dues

a. 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 with appropriate authorities.

According to the information and explanation given to us no undisputed amounts payable in respect of statutory due were in arrears as at 31st March 2015, for a period of more than six month from the date they became payable except in case of Sales Tax Deferral liability of ` 21,04,188/-, which is not paid. Appropriate interest is also due till the actual date of payment.

b 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 StatuteNature of

DuesAmount Period Forum Where dispute is pending

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

Bombay Sales Tax Act, 1959 Sales Tax 57,536 1999-2000Dy. Commissioner of Sales Tax,(Appeal) Aurangabad

Bombay Sales Tax Act, 1959 Sales Tax 88,239 2000-2001Dy. 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 StatuteNature of

DuesAmount

Part Payment made

Period Forum Where dispute is pending

Bombay Sales Tax Act, 1959

Sales Tax 2,542,314 150,000 1998-1999Dy. Commissioner of Sales Tax,

(Appeal) Aurangabad

Bombay Sales Tax Act, 1959

Sales Tax 1,779,156 125,000 1999-2000Dy. Commissioner of Sales Tax,

(Appeal) Aurangabad

Bombay Sales Tax Act, 1959

Sales Tax 919,859 100,000 2000-2001Dy. Commissioner of Sales Tax,

(Appeal) Aurangabad

Bombay Sales Tax Act, 1959

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

3. Sales Tax Refund Cases:

Name of the StatuteNature of

DuesAmount

Payment Against Demand

PeriodForum Where dispute is

pending

Maharashtra Value Added Tax, 2002

VAT Refund 1,60,494 2,02,023 2007-08Dy. Commissioner of Sales Tax,(Appeal) Aurangabad

Maharashtra Value Added Tax, 2002

VAT Refund 19,22,195 Nil 2008-09Dy. Commissioner of Sales Tax,(Appeal) Aurangabad

4. Income Tax Cases:

Name of the statute Nature of dues AmountPart payment

madeF.Y. Forum where dispute is pending

Income Tax Act, 1961

Assessment dues 1,96,01,345 Nil 2012-13Commissioner of Income Tax

(Appeals) – Aurangabad

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c. According to the information and explanation given to us, there are no amounts required to transfer to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

viii. Accumulated Losses

The Company has accumulated losses at the end of the financial year less than 50% of its networth and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

ix. DuestofinancialInstitutions

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 ` 1,01,26,914/- (Including interest) of Bank of Maharashtra and ` 6,92,11,882/- of Phoenix ARC Pvt.. Ltd.

x. 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.

xi. 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.

xii. 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.

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

Place : Pune G. K. ChandavarkarDate : 30th May 2015 (Proprietor) M. No. 044537

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Particulars Note NoAs at

31st March 2015`

As at31st March 2014

`I. EQUITY AND LIABILITIES

Shareholder's Funds(a) Share Capital 1 5,59,33,581.00 5,59,33,581.00 (b) Reserves and Surplus 2 21,24,40,852.59 27,46,47,228.70 (c) Money received against share warrants - -

Share application money pending allotment - -

Non-Current Liabilities(a) Long-term borrowings 3 3,86,80,989.07 5,20,92,757.56 (b) Deferred tax liabilities (Net) - - (c) Other Long term liabilities 4 37,99,996.98 37,99,996.98 (d) Long term provisions 5 20,57,742.00 12,85,709.00

Current Liabilities(a) Short-term borrowings 6 9,32,95,562.27 7,41,46,277.47 (b) Trade payables 64,44,153.13 83,00,791.37 (c) Other current liabilities 7 35,04,214.50 62,16,355.50 (d) Short-term provisions 8 18,10,686.19 34,57,822.35

Total 41,79,67,777.73 47,98,80,519.93 II. ASSETS

Non-current assets(a) Fixed assets 9 (i) Tangible assets 30,01,81,676.01 32,24,38,130.51 (ii) Intangible assets 78,013.35 1,87,502.53 (iii) Capital work-in-progress 89,50,611.40 63,38,344.40 (iv) Intangible assets under development - - (b) Non-current investments 10 4,41,86,746.97 5,23,94,493.94 (c) Deferred tax assets (net) - - (d) Long term loans and advances 11 4,90,94,918.45 5,01,99,234.81 (e) Other non-current assets 12 28,80,090.73 26,27,061.73

Current assets(a) Current investments - - (b) Inventories 13 10,89,194.30 11,35,312.92 (c) Trade receivables 14 67,11,486.87 62,52,291.12 (d) Cash and cash equivalents 15 36,41,242.87 38,30,926.03 (e) Short-term loans and advances 16 9,61,295.92 3,43,35,664.94 (f) Other current assets 17 1,92,500.86 1,41,557.00

Total 41,79,67,777.73 47,98,80,519.93 Significant Accounting Policies 26 A

Other Notes on Accounts 26 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 (DIN : 00007580) (DIN : 00007593)

Place : Pune Ramesh M. Pradhan Date : 30th May 2015 Chief Financial Officer

BALANCE SHEET AS AT 31ST MARCH 2015

ANNUAL REPORT 2015

51

DHANADACORPORATION

LIMITED

Particulars Note NoYear ended

31st March 2015`

Year ended31st March 2014

`

I. Revenue from operations 18 8,61,54,648.12 8,45,05,781.96

II. Other Income 19 36,19,043.21 86,47,330.32

III. Total Revenue (I +II) 8,97,73,691.33 9,31,53,112.28

IV. Expenses:

Cost of materials consumed 20 1,26,28,923.23 1,20,98,780.58

Employee benefit expense 21 1,56,52,253.00 1,49,79,877.58

Financial costs 22 1,70,99,629.38 1,73,36,169.22

Depreciation and amortization expense 9 2,09,11,434.25 1,33,95,378.89

Other expenses 23 3,82,39,654.86 3,39,81,601.57

Total Expenses 10,45,31,894.72 9,17,91,807.84

V. Profit/(Loss) before exceptional and extraordinary items and tax (III - IV) (1,47,58,203.39) 13,61,304.44

VI. Exceptional Items 24 4,40,33,596.97 1,41,139.00

VII. Profit/(Loss) before extraordinary items and tax (V - VI) (5,87,91,800.36) 12,20,165.44

VIII. Extraordinary Items - -

IX.Profit/(Loss)beforetax(VII-VIII) (5,87,91,800.36) 12,20,165.44

X. Tax expense:

(1) Current tax - 2,32,502.00

(2) Deferred tax - -

XI. Profit/(Loss) for the period from continuing operations (IX-X) (5,87,91,800.36) 9,87,663.44

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

XIII. Tax expense of discounting operations - -

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

XV.Profit/(Loss)aftertaxfortheperiod(XI+XIV) (5,87,91,800.36) 9,87,663.44

XVI. Earning per equity share: Basic and Diluted 25 (1.05) 0.02

Significant Accounting Policies 26 A

Other Notes on Accounts 26 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 (DIN : 00007580) (DIN : 00007593)

Place : Pune Ramesh M. Pradhan Date : 30th May 2015 Chief Financial Officer

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED ON 31ST MARCH 2015

52

ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

ParticularsYear ended

31st March 2015`

Year ended31st March 2014

`(A) CASH FLOW FROM OPERATING ACTIVITY

Net Profit before tax and Extra-ordinary items (1,47,58,203.39) 13,61,304.44 Adjustments for:Depreciation 2,09,11,434.25 1,33,95,378.89 Interest Expenses 1,70,99,629.38 1,73,36,169.22 Interest Received (35,66,561.00) (82,47,246.53)Dividend Received - - Operating profit before Working Capital changes 1,96,86,299.24 2,38,45,606.02 Adjustments for:Decrease/(Increase) in Trade & Other Receivables (4,59,195.75) 16,31,917.81 Decrease/(Increase) in Inventories 46,118.62 (1,86,168.32)Loans & Advances 3,41,74,712.52 (1,09,86,010.27)Increase/(Decrease) in Trade & Other Payables (54,43,882.40) (59,79,371.93)Cash generated from operations 4,80,04,052.23 83,25,973.31 Taxes Paid - (2,32,502.00)Cash flow before extra-ordinary items 4,80,04,052.23 80,93,471.31 Exceptional Items (4,40,33,596.97) (1,41,139.00)(Profit)/Loss on Sale/Damage/Disposal of Fixed Assets (Net) - - Misc. Expenses Written off - - NetCashFlowfromOperatingActivity 39,70,455.26 79,52,332.31

(B) CASH FLOW FROM INVESTING ACTIVITY(Purchase) of Fixed Assets (31,69,614.00) (49,48,380.28)Sale/Disposal/Damage of Fixed Assets - - (Purchase) of Investments 82,07,746.97 (5,70,000.00)Sale of Investments - - Interest Received 35,66,561.00 82,47,246.53 Dividend Received - - NetCashFlowfromInvestingActivity 86,04,693.97 27,28,866.25

(C) CASH FLOW FROM FINANCING ACTIVITYProceeds from/(Repayment of) Borrowings (Net) 57,37,516.31 67,51,310.99 Proceeds from issue of Equity Shares - - Share Premium Received on issue of Equity Shares - - Prior Years Income Tax Refund Adjustment (14,02,719.32)Interest and Finance charges paid (1,70,99,629.38) (1,73,36,169.22)NetCashFlowfromFinancingActivity (1,27,64,832.39) (1,05,84,858.23)

(D) NET INCREASE IN CASH AND CASH EQUIVALENT (1,89,683.16) 96,340.33 (Refer to Cash & Bank Balance)

Cash and Cash Equivalent as on 01-04-2014 38,30,926.03 37,34,585.70 Cash and Cash Equivalent as on 31-03-2015 36,41,242.87 38,30,926.03

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

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 (DIN : 00007580) (DIN : 00007593)

Place : Pune Ramesh M. Pradhan Date : 30th May 2015 Chief Financial Officer

CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31ST MARCH 2015

ANNUAL REPORT 2015

53

DHANADACORPORATION

LIMITED

NOTE - 1 : SHARE CAPITAL(A) AuthorisedParticulars As at 31st March 2015 As at 31st March 2014

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 UpParticulars As at 31st March 2015 As at 31st March 2014

Nos Amount Nos AmountEquity shares of ` 1/- each with voting rights 5,59,33,581 5,59,33,581.00 5,59,33,581 5,59,33,581.00

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

As at 31st March 2015 As at 31st March 2014Nos Amount Nos Amount

Shares outstanding at the beginning of the year 5,59,33,581 5,59,33,581.00 5,59,33,581 5,59,33,581.00 Shares Issued during the year - - - -

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

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

31st March 2015

As at31st March

2014Nos Nos

Equity Shares:Dhanada Holdings Pvt.. Ltd. Holding Company 3,38,16,271 3,40,46,271

Total 3,38,16,271 3,40,46,271

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

As at 31st March 2015 As at 31st March 2014No of Shares

held% of holding No of Shares

held% of holding

Promoter:Dhanada Holdings Pvt.. Ltd. 3,38,16,271 60.46 3,40,46,271 60.87

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

Non-Promoter:Laxman V. Kulkarni 63,71,692 11.39 63,76,692 11.40

Total 4,31,14,723 77.08 4,33,49,723 77.50

54

ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

NOTE - 2 : RESERVES AND SURPLUS

Particulars As at 31st March 2015

As at 31st March 2014

(A) Securities Premium AccountOpening Balance 28,88,64,684.02 28,88,64,684.02 Add : Securities premium credited on Share issue - - Less : Premium Utilised for various reasons - - Closing Balance 28,88,64,684.02 28,88,64,684.02 (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 Add: Additions / transfers during the year - - Less: Utilisations / transfers during the year - - Closing Balance 25,00,000.00 25,00,000.00 (D) SurplusOpening balance (1,93,51,455.32) (2,03,39,118.76)Net Profit/(Net Loss) For the current year (5,87,91,800.36) 9,87,663.44 Less: Prior Years Income tax receivable adjusted (14,02,719.32) -Adjustment due to revised estimation of useful life of assets as per Schedule II of the Companies Act, 2013

(20,11,856.43) -

Closing Balance (8,15,57,831.43) (1,93,51,455.32)Total (A+B+C+D) 21,24,40,852.59 27,46,47,228.70

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

31st March 2015As at

31st March 2014(A)SecuredBorrowings Term Loan From ARC 1. Phoenix ARC Pvt.. Ltd. - I 2,84,67,668.41 - 2. Phoenix ARC Pvt.. Ltd. - II 4,07,44,213.26 - TermLoanFromBank 1. Saraswat Co. Op. Bank Ltd. - I - 2,44,61,629.24 2. Saraswat Co. Op. Bank Ltd. - II - 3,50,10,589.01 3. Bank of Maharashtra 4,74,24,715.00 4,42,21,198.00

4. HDFC Bank Ltd. - Vehicle Loan 1,82,464.74 3,19,104.74 11,68,19,061.41 10,40,12,520.99

Less: Shown in Current Maturities of Short Term Debts as per Note No. 6 8,59,49,218.90 6,67,14,719.99 Sub Total 3,08,69,842.51 3,72,97,801.00

Note: Term Loan I and II from Phoenix ARC Pvt.. Ltd. are secured by Mortgage of Hotel Property and hypothecation of movable of Assets and personal guarantee 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% per annum. ‘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 from HDFC Bank Ltd. are secured by Hypothecation of Vehicles and rate of interest is 12.51% per annum for 60 month commenced from June 2011.

(B)UnsecuredBorrowings 1. Deferred Payment Liability Sales Tax Deferment 21,04,188.02 21,04,188.02 2. Loans and Advances from Related Parties

Dhanada Holdings Pvt.. Ltd. 57,06,958.54 1,26,90,768.54 Sub Total 78,11,146.56 1,47,94,956.56

Total A + B 3,86,80,989.07 5,20,92,757.56

ANNUAL REPORT 2015

55

DHANADACORPORATION

LIMITED

NOTE - 4 : OTHER LONG TERM LIABILITIESParticulars As at

31st March 2015As at

31st March 2014Security Deposits 3,00,000.00 3,00,000.00

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

Total 37,99,996.98 37,99,996.98 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

Particulars As at 31st March 2015

As at 31st March 2014

Provisions for Employee Benefits:(As per Note : 26 B-10-a,b and c) Gratuity Payable 11,16,940.00 4,79,156.00 Leave Encashment 9,40,802.00 8,06,553.00

Total 20,57,742.00 12,85,709.00

NOTE - 6 : SHORT TERM BORROWINGSParticulars As at

31st March 2015As at

31st March 2014 From Bank - Secured : 1. Over Draft against Banks Fixed Deposit 20,83,135.52 24,39,627.32 2. Over Draft - Bank of Maharashtra 52,63,207.85 - (Secured by Mortgage of Land situated at Village Mauje Nande, Pune.) 3. Current Maturities of Term Loan from Bank, transferred from Long Term Borrowings as per note 3

8,59,49,218.90 6,67,14,719.99

From Bank - Unsecured : 1. Over Draft - Bank of Maharashtra - 49,91,930.16

Total 9,32,95,562.27 7,41,46,277.47 NOTE - 7 : OTHER CURRENT LIABILITIES Particulars As at

31st March 2015As at

31st March 2014 Profession Tax Payable 15,125.00 18,675.00 Luxury Tax Payable 14,39,652.07 13,90,156.33 Service Tax Payable 4,62,197.04 15,69,343.92 Local Body Tax Payable 12,408.00 8,892.00 TDS Payable 2,02,857.00 5,01,513.00 VAT/CST Payable 2,99,640.83 17,89,870.25 ESI Payable 38,090.00 38,068.00 Provident Fund Payable 1,41,072.00 1,26,936.00 Advance From Customers 8,93,172.56 7,72,901.00

Total 35,04,214.50 62,16,355.50 NOTE - 8 : SHORT TERM PROVISIONS Particulars As at

31st March 2015As at

31st March 2014 Electricity Expenses Payable - 8,69,976.16 Interest payable on Taxes 9,00,018.19 12,79,121.19 News Paper Expenses Payable 4,796.00 6,488.00 Salary & Wages Payable 6,92,948.00 7,30,093.00 Stipend Payable 52,323.00 52,277.00 Telephone Expenses Payable - 4,764.00 Income Tax (MAT) Provision - 2013-14 - 2,32,502.00 Other Payable 1,60,601.00 2,82,601.00

Total 18,10,686.19 34,57,822.35

56

ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

NOTE

- 9 : F

IXED

ASS

ETS

Sr.

No.

Fixed

Ass

etsGrossB

lock

Accu

mulat

ed D

epre

ciatio

nNe

tBloc

k

As at

31st

Marc

h 20

14Ad

dition

sDi

spos

alsOt

her

Adjus

tmen

tsAs

at 31

st Ma

rch

2015

As at

31st

Marc

h 20

14

Depr

eciat

ion/

Amor

tisati

on

expe

nses

for t

he

year

Elim

inated

on

dispo

sal o

f As

sets

Depr

eciat

ion

Adjus

tmen

t *As

at 31

st Ma

rch

2015

As at

31st

Marc

h 20

14As

at 31

st Ma

rch

2015

12

34

5=(1

+2-3

-4)

67

89

10=(

6+7-

8-9)

11=(

1-6)

12=(

5-10

)

ATa

ngibl

e Ass

ets

1La

nd 4

,43,

66,7

91.0

0 -

- -

4,4

3,66

,791

.00

- -

- -

- 4

,43,

66,7

91.0

0 4

,43,

66,7

91.0

0

2Bu

ildin

g 2

3,28

,41,

587.

66

- -

- 2

3,28

,41,

587.

66

4,1

4,93

,179

.45

36,

58,7

67.0

0 -

3,1

1,09

1.39

4

,54,

63,0

37.8

4 1

9,13

,48,

408.

21

18,

73,7

8,54

9.82

3Pl

ant a

nd E

quip

men

ts 1

1,17

,26,

589.

69

1,0

6,62

5.00

-

- 1

1,18

,33,

214.

69

5,9

6,52

,472

.05

67,

46,0

32.3

5 -

16,

29,7

26.4

0 6

,80,

28,2

30.8

0 5

,20,

74,1

17.6

4 4

,38,

04,9

83.8

9

4Fu

rnitu

re a

nd F

ixtur

es 4

,81,

70,3

78.3

9 4

,50,

722.

00

- -

4,8

6,21

,100

.39

1,4

5,88

,321

.48

1,0

1,96

,705

.00

- -

2,4

7,85

,026

.48

3,3

5,82

,056

.91

2,3

8,36

,073

.91

5Ve

hicl

e 1

4,94

,921

.00

- -

- 1

4,94

,921

.00

4,2

8,16

4.25

2

,71,

479.

36

- -

6,9

9,64

3.61

1

0,66

,756

.75

7,9

5,27

7.39

Total

43,86

,00,26

7.74

5,57

,347.0

0 -

- 43

,91,57

,614.7

4 11

,61,62

,137.2

3 2,

08,72

,983.7

1 -

19,40

,817.7

9 13

,89,75

,938.7

3 32

,24,38

,130.5

1 30

,01,81

,676.0

1

Prev

ious

Yea

r 4

3,79

,27,

722.

86

6,7

2,54

4.88

-

- 4

3,86

,00,

267.

74

10,

28,8

3,05

5.83

1

,32,

79,0

81.4

0 -

- 1

1,61

,62,

137.

23

33,

50,4

4,66

7.03

3

2,24

,38,

130.

51

BInt

angib

le As

sets

Com

pute

r Sof

twar

e 7

,25,

936.

00

- -

- 7

,25,

936.

00

5,3

8,43

3.47

3

8,45

0.54

-

71,

038.

64

6,4

7,92

2.65

1

,87,

502.

53

78,

013.

35

Total

7,25

,936.0

0 -

- -

7,25

,936.0

0 5,

38,43

3.47

38,45

0.54

- 71

,038.6

4 6,

47,92

2.65

1,87

,502.5

3 78

,013.3

5

Prev

ious

Yea

r 6

,25,

936.

00

1,0

0,00

0.00

-

- 7

,25,

936.

00

4,2

2,13

5.98

1

,16,

297.

49

- -

5,3

8,43

3.47

2

,03,

800.

02

1,8

7,50

2.53

CCa

pitalWorkInP

rogress

Capit

al W

IP 63

,38,34

4.40

26,12

,267.0

0 -

- 89

,50,61

1.40

- -

- -

- 63

,38,34

4.40

89,50

,611.4

0

Total

63,38

,344.4

0 26

,12,26

7.00

- -

89,50

,611.4

0 -

- -

- -

63,38

,344.4

0 89

,50,61

1.40

Prev

ious

Yea

r 2

1,62

,509

.00

47,

00,8

35.4

0 -

5,2

5,00

0.00

6

3,38

,344

.40

- -

- -

- 2

1,62

,509

.00

63,

38,3

44.4

0

Gran

d Tot

al 44

,56,64

,548.1

4 31

,69,61

4.00

- -

44,88

,34,16

2.14

11,67

,00,57

0.70

2,09

,11,43

4.25

- 20

,11,85

6.43

13,96

,23,86

1.38

32,89

,63,97

7.44

30,92

,10,30

0.76

Prev

ious

Yea

r 4

4,07

,16,

167.

86

54,

73,3

80.2

8 -

5,2

5,00

0.00

4

4,56

,64,

548.

14

10,

33,0

5,19

1.81

1

,33,

95,3

78.8

9 -

- 1

1,67

,00,

570.

70

33,

74,1

0,97

6.05

3

2,89

,63,

977.

44

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. K

ulka

rni a

nd a

llot-

ted

equi

ty s

hare

s as

a c

onsi

dera

tion

for l

and

so a

cqui

red

on 3

0th

Apr

il 20

10. H

owev

er, r

egis

tratio

n of

the

conv

eyan

ce d

eed

is p

endi

ng ti

ll th

e da

te o

f aud

it.

*

Dep

reci

atio

n ad

just

men

t is

due

to c

hang

e in

use

ful l

ife a

s pr

escr

ibed

in S

ched

ule

II to

the

Com

pani

es A

ct, 2

013.

a.

The

re is

deb

it to

the

reta

ined

ear

ning

s of

` 2

0.12

lacs

for t

he a

sset

s w

hose

rem

aini

ng li

fe o

n 1s

t Apr

il 20

14 is

redu

ced

to n

il in

acc

orda

nce

with

the

revi

sed

the

estim

ated

use

ful l

ife in

acc

orda

nce

with

the

prov

isio

ns

of s

ched

ule

II of

the

Com

pani

es A

ct, 2

013

b.

The

dep

reci

atio

n ch

arge

d fo

r the

yea

r end

ed 3

1st M

ach

2015

is h

ighe

r by

` 74

.94

lacs

.

ANNUAL REPORT 2015

57

DHANADACORPORATION

LIMITED

NOTE - 10 : NON CURRENT INVESTMENTSParticulars As at 31st March 2015 As at 31st March 2014

Quoted Unquoted Total Quoted Unquoted Total(A) Trade Investments (At Cost)(a) Investment in equity instruments3381709 (As at 31 March, 2014: 1675689) shares of ` 10 each fully paid up in Dhanada Engineering Pvt.. Ltd.)

- 7,37,29,693.94 7,37,29,693.94 - 5,16,69,493.94 5,16,69,493.94

1294250 (As at 31 March, 2014: 12500) shares of ` 10 each fully paid up in Dhanada Education Pvt.. Ltd.)

- 1,29,42,500.00 1,29,42,500.00 - 1,25,000.00 1,25,000.00

122130 (As at 31 March, 2014: 15000) shares of ` 10 each fully paid up in Dhanada Clean Energy (India) Pvt.. Ltd.)

- 16,41,300.00 16,41,300.00 - 5,70,000.00 5,70,000.00

Sub Total - 8,83,13,493.94 8,83,13,493.94 - 5,23,64,493.94 5,23,64,493.94 Less: Provision of diminution in the value of investment

- 4,41,56,746.97 4,41,56,746.97 - - -

Total 4,41,56,746.97 4,41,56,746.97 - 5,23,64,493.94 5,23,64,493.94 (ii) of other entities2500 (As at 31 March, 2013: 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) - 4,41,86,746.97 4,41,86,746.97 - 5,23,94,493.94 5,23,94,493.94 The Company has acquired 2206020 equity shares of Dhanada Engineering Pvt.. Ltd., 1281750 equity shares of Dhanada Education Pvt.. Ltd. and 107130 equity shares of Dhanada Clean Energy Pvt.. Ltd. on conversion of outstanding balance of loans given and interest receivable thereon. All the equity shares are acquired at par of ` 10/- each.

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

Particulars As at 31st March 2015

As at 31st March 2014

(a) Capital advances 4,17,23,341.60 4,18,83,600.00 (b) Security deposits 14,77,228.00 14,62,228.00 (c) Income Tax Refund 22,96,755.29 32,55,813.25 (d) Balances with government authorities : (i) VAT credit receivable 26,29,885.56 26,29,885.56 (ii) Service Tax credit receivable 3,88,685.00 3,88,685.00 (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.2007-08 2,02,023.00 2,02,023.00

Total 4,90,94,918.45 5,01,99,234.81 NOTE - 12 : OTHER NON-CURRENT ASSETS

Particulars As at 31st March 2015

As at 31st March 2014

(a) Accruals: Interest accrued on Fixed Deposits & Others 13,80,090.73 11,27,061.73 (b) Other Advances 15,00,000.00 15,00,000.00

Total (a + b) 28,80,090.73 26,27,061.73

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NOTE - 13 : INVENTORIES

Particulars As at 31st March 2015

As at 31st March 2014

Inventories (Valued at Cost Price) 10,89,194.30 11,35,312.92 (As taken valued and certified by management)

Total 10,89,194.30 11,35,312.92 NOTE - 14 : TRADE RECEIVABLES

Particulars As at 31st March 2015

As at 31st March 2014

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 59,19,028.96 57,16,142.12

c. Doubtful - -

Total 59,19,028.96 57,16,142.12 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 7,92,457.91 5,36,149.00

c. Doubtful - -

Total 7,92,457.91 5,36,149.00 Total (A+B) 67,11,486.87 62,52,291.12

NOTE - 15 : CASH AND CASH EQUIVALENTS

Particulars As at 31st March 2015

As at 31st March 2014

A. Balances with banks

(a) Term Deposits with Bank 21,29,106.00 21,29,106.00 (Kept as Lein for Over Draft Facility from Banks)

(b) Balances in Current Accounts 7,37,083.04 19,644.20

B. Cash on hand 7,75,053.83 16,82,175.83

Total 36,41,242.87 38,30,926.03

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

Particulars As at 31st March 2015

As at 31st March 2014

(a) Loans and advances to related parties - 3,34,36,571.14 (Interest receivable from Subsidiary Company)

(b) Loans and advances to employees 68,301.00 13,000.00

(c) Prepaid expenses 8,92,994.92 8,86,093.80

Total 9,61,295.92 3,43,35,664.94

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

Particulars As at 31st March 2015

As at 31st March 2014

Advance to Supplier 1,92,500.86 1,41,557.00

Total 1,92,500.86 1,41,557.00

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NOTE - 18 : REVENUE FROM OPERATIONS(Refer Note No. 26A(2) on Revenue Recognition

Particulars Year ended 31st March 2015

Year ended 31st March 2014

Food & Beverage 2,85,75,495.08 2,79,01,526.75 Liquor Sale 17,31,122.48 16,17,697.29 Room Revenue 5,06,23,119.75 4,90,04,927.53 Banquet Sale 48,11,319.30 49,21,211.00 Sale of Scrap 38,455.57 41,840.00 Other Miscellaneous Income - Hotel Activity 3,75,135.94 10,18,579.39

Total 8,61,54,648.12 8,45,05,781.96

NOTE - 19 : OTHER INCOME

Particulars Year ended 31st March 2015

Year ended 31st March 2014

Interest Income: - On Bank Fixed Deposit 2,79,537.00 2,83,638.53 Interest Income on Long Term Investment: - From Subsidiary Company 32,87,024.00 79,62,576.00 Other Interest - 1,032.00 Creditors and Misc. balances written back 52,482.21 4,00,083.79

Total 36,19,043.21 86,47,330.32

NOTE - 20 : COST OF MATERIAL CONSUMED

Particulars Year ended 31st March 2015

Year ended 31st March 2014

Food and Beverage Consumed:Opening Stock 11,35,312.92 9,49,144.60 Add : Purchases 1,25,82,804.61 1,22,84,948.90 Less : Closing Stock 10,89,194.30 11,35,312.92

Total 1,26,28,923.23 1,20,98,780.58

NOTE - 21 : EMPLOYEE BENEFITS EXPENSES(Refer Note No. 26B - (10) on Employee Benefits)

Particulars Year ended 31st March 2015

Year ended 31st March 2014

Salaries and Wages and Ex-gratia 1,17,63,199.00 1,17,83,687.00 Employers' Contributions to Provident Fund 8,12,178.00 7,97,663.00 Employers' Contributions to ESIC 3,23,233.00 3,45,345.00 Gratuity and Leave Encashment 10,61,070.00 2,34,574.00 Staff welfare and Other expenses 5,66,141.00 6,92,176.58 Salary Reimbursement 11,26,432.00 11,26,432.00

Total 1,56,52,253.00 1,49,79,877.58

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NOTE - 22 : FINANCIAL COST

Particulars Year ended 31st March 2015

Year ended 31st March 2014

Interest on Bank Overdraft 2,82,196.00 2,08,348.04 Interest on Vehicle Loan 36,047.96 50,547.23 Interest on Term loan 1,49,43,180.42 1,52,24,661.95 Interest on late payment of Taxes 15,02,634.00 12,79,604.00 Interest to Vendor 3,35,571.00 5,73,008.00

Total 1,70,99,629.38 1,73,36,169.22

NOTE - 23 : OTHER EXPENSES

Particulars Year ended 31st March 2015

Year ended 31st March 2014

Operating Expenses:Direct Expenses 19,84,240.52 23,18,620.72 Housekeeping 1,31,569.72 2,95,758.01 Linen and Laundry 11,09,180.65 10,46,532.80 Power and Fuel 1,52,06,273.84 1,36,29,288.30 Repairs to Building 12,56,542.15 9,10,691.89 Repairs to Machinery and Others 20,58,954.89 17,74,953.79 Sales Promotion 3,81,232.00 1,62,905.80 Security and Labour Hire 22,40,484.47 21,94,348.36 Administration and General Expenses:Administration Expenses 11,29,757.57 8,85,926.02 Advertisement and Publicity 1,06,231.00 2,08,990.00 Auditors Remuneration 2,25,000.00 2,25,000.00 Bad Debts Written off 11,87,686.78 3,85,574.86 Bank Commission and Charges 8,05,353.55 5,17,089.00 Insurance 3,17,492.00 4,91,309.00 Interest on Tax Payments 70,079.00 1,32,890.00 Licence Fees 6,97,187.00 4,37,390.00 Printing and Stationary 5,84,013.00 5,37,034.50 Professional Fees 67,03,059.00 66,54,908.00 Rates and Taxes 10,43,451.00 7,93,581.00 Office Rent 3,60,000.00 - Communication Expenses 3,29,075.72 2,41,861.52 Travelling and Lodging 3,12,791.00 1,36,948.00

Total 3,82,39,654.86 3,39,81,601.57

NOTE - 24 : EXCEPTIONAL ITEMS

Particulars Year ended 31st March 2015

Year ended 31st March 2014

Prior Year Expenses - 1,41,139.00 Provision of Diminution in Value of Investment 4,41,56,746.97 - Less: Prior Year Income 1,23,150.00 -

Total 4,40,33,596.97 1,41,139.00

NOTE - 25 : EARNINGS PER SHARE (EPS)

Particulars Year ended 31st March 2015

Year ended 31st March 2014

Net Profit / (Loss) after current and deferred tax (5,87,91,800.36) 9,87,663.44 Weighted average number of equity shares of ` 1/- each 5,59,33,581 5,59,33,581 Earnings per Share (EPS) (`) – Basic and Diluted (1.05) 0.02

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NOTE – 26: OTHER NOTES ON ACCOUNTS

A.SignificantAccountingPolicies:

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 and are prepared on historical cost convention.

b. The Financial Statements of the Company have been prepared in accordance with the generally accepted accounting principles in India (Indian GAAP) and comply with accounting standard applicable under section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014 (As amended and relevant provisions of the Companies Act, 2013 as applicable.

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. Interest income is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable.

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 useful life of Assets in the manner specified in Schedule II of the Companies Act, 2013, 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. RetirementsBenefits:

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 26 B (10) 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.

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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 earnings 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 31stMarch2015andProfitandLossAccount for theyearended 31st March 2015:

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:

No managerial remuneration is paid or payable for the current year.

3. Auditor’s Remuneration:(`)

Sr. No. Particulars 2014-15 2013-14 1. Audit Fees 1,00,000 1,00,000

2. Tax Audit Fees 50,000 50,000

3. Taxation Matter 50,000 50,000

4. Certification 25,000 25,000

Sub Total 2,25,000 2,25,000

5. Service Tax 27,810 27,810

Total 2,52,810 2,52,810

4. C.I.F. Values of Imports and Expenditure in foreign currency: NIL 5. F.O.B value of Exports and Earning in Foreign Exchange: NIL

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6. Depreciation of additions to the Fixed Assets during the year has been provided on pro-rata basis and on opening balances from the date of purchase on Straight Line Method at its useful life of assets and manner prescribed in Schedule II of the Companies Act, 2013.

7. Provision for Taxation:

Current Tax: As there in no taxable income or Book Profit; provision for Income Tax has not been made.

Deferred Tax Assets are not recognized as there is no reasonable certainty of realization.

8. The outstanding balances of sundry creditors, sundry debtors, and advances (taken or given) are subject to reconciliation and consequent adjustment if any.

9. 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.

10. Employee Benefits (As per Accounting Standard 15 Revised):

Following information are based on report of Actuary and relied upon by the Auditors:

a. Defined benefit plans of Gratuity:

Particulars 2014-15 2013-14The principal assumptions used in actuarial valuation are as belowDiscount Rate 7.80% 9.20%Expected rate of future salary increase 10.00% 10.00%Expected Average remaining working lives of employees (years) 12.79 11.72Change in present value of obligationsPresent Value of Obligation as at the beginning 4,79,156 4,11,727Interest Cost 40,960 32,672Current Service Cost 2,99,552 1,14,142Benefits Paid (67,875) (16,731)Actuarial (Gain)/Loss on obligations 3,65,147 (62,654)Present Value of Obligations at the end of the year 11,16,940 4,79,156Liability recognized in the Balance SheetPresent Value of Obligation as at the end of the year 11,16,940 4,79,156Fair Value of Plan Assets as at the end of the year Nil NilFunded Status (11,16,940) (4,79,156)Current Liability 27,015 14,814Non Current Liability 10,89,925 4,64,342Unrecognized Actuarial (gain) / Losses Nil NilNet Asset / (Liability) Recognized in the Balance Sheet (11,16,940) (4,79,156)Expenses recognized in the Statement of Profit and LossCurrent Service Cost 2,99,552 1,14,142Interest Cost 40,960 32,672Net Actuarial (Gain) / Loss recognized in the year 3,65,147 (62,654)Expenses Recognized in the statement of Profit & Loss at the end of period

7,05,659 84,160

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 2015 is ` 9,40,802/- (Previous Year ` 8,06,553/-).

c. Amount recognized as an expense in respect of defined Contribution plans are as under:

Particulars 2014-15 2013-14

Contribution to Govt. Provident Fund 8,12,178 7,97,663

Employees’ State Insurance Scheme (ESIS) 3,23,233 3,45,345

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11. The Company is engaged in Hospitality and Treasury Operations 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. Particulars

Hospitality Treasury Operations Total2014-15 2013-14 2014-15 2013-14 2014-15 2013-14

1. Segment Revenue a. External 861.55 845.06 36.19 86.47 897.74 931.53 b. Inter-Segment - - - - - - c. Total Revenue 861.55 845.06 36.19 86.47 897.74 931.53

2.

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

95.97 90.72 4.03 9.28 100 100.00

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

196.34 260.80 36.19 86.47 232.53 347.27

4. Interest 171.00 173.36 - - 171.00 173.365. Depreciation / Amortization 209.11 133.95 - - 209.11 133.956. Taxes - - - 2.33 - 2.33

7.Segment Result Net Profit/(Loss)

(183.77) (46.51) 36.19 84.14 (147.58) 37.63

8. Segment Assets 3647.24 3806.00 33.80 31.27 3681.04 3837.27

9.Segment Assets as a percentage of all Segments

99.08 99.19 0.92 0.81 100 100.00

10. Segment Liabilities 1477.65 1475.44 9.76 12.14 1487.41 1487.5811. Capital Expenditure 31.70 54.73 - - 31.70 54.73

12.Non-Cash Expenses other than Depreciation and Amortization

11.88 3.86 - - 11.88 3.86

12. The Company was availed Term Loan from Saraswat Co.-Op. Bank Ltd. for refurbishment of hotel and Saraswat Co.-Op. Bank Ltd. has assigned and transferred the said loan in favour of Phoenix ARC Pvt. Ltd. The entire underlying securities such as Land, Building, Plant and Machinery etc. situated at C.T.S. No. 18349/1/1+2+3 at Aurangabad are mortgaged to Phoenix ARC Pvt. Ltd. as per assignment agreement dated 9th April 2014.

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

Sr. No

Name of the Party

Nature of Transaction

Opening Balance

Addition Payment Receipt/ Adjustment during

the year

Balance Outstanding as at

31st March 2015Holding Company

1.Dhanada Holdings Pvt. Ltd.

Unsecured Loan Taken

1,26,90,769Cr.

9,69,645Cr.

79,53,455Dr.

57,06,959Cr.

Subsidiary Company

2.Dhanada Engineering Pvt. Ltd.

Unsecured Loan Given

1,46,13,600Dr.

90,55,268Dr.

2,36,68,868Cr.

Nil

3.Dhanada Engineering Pvt. Ltd.

Interest Receivable

68,78,302Dr.

Nil 68,78,302

Cr. Nil

4.Dhanada Education Pvt. Ltd.

Unsecured Loan Given

81,69,311Dr.

46,48,205Dr.

1,28,17,516Cr.

Nil

5.Dhanada Education Pvt. Ltd.

Interest Receivable

29,45,915Dr. Nil

29,45,915Cr. Nil

6.Dhanada Clean Energy (India) Pvt. Ltd.

Unsecured Loan Given

8,29,444 Dr.

2,41,856Dr.

10,71,300Cr.

Nil

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b. No remuneration paid to the Directors of the Company. No Board Meeting Seating Fees paid. (Previous Year ` Nil).

14. 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 and there is no impairment of assets in the current year.

15. The Company has provided diminution in the value of Investment made in Subsidiary Companies to the extent of ` 441.57 lacs.

16. Events occurring after Balance Sheet Date:

No significant events have been reported by the Company after the balance sheet date till signing of the report which could affect the financial position as on 31st March 2015.

17. Provisions, Contingent Liabilities and Contingent Asset:

i. Contingent Liabilities and Contingent Assets:

Contingent Liabilities and Assets not provided for 2014-15 2013-14Contingent Liability - Income Tax 1,96,01,345 NilContingent Assets - VAT Refund 20,82,689 1,60,494

In the opinion of the Management the above legal matters when ultimately concluded will not have material effect on the results of the operations or the financial position of the Company.

ii. 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.

iii. The Company has defaulted in payment of statutory dues and term loan account; there may be penalties in this respect, which are not provided in books of accounts.

iv. 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 (DIN : 00007580) (DIN : 00007593)

Place: Pune Ramesh M. Pradhan Date: 30th May 2015 Chief Financial Officer

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DHANADA ENGINEERING PRIVATE LIMITED(A Subsidiary Company)

Dhanada Engineering Private Limited (a Subsidiary Company)

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Board of Directors :Ramesh Havele, Chairman (DIN : 00007580)Nitin Pargaonkar, Managing Director (DIN : 00022704)Veena Havele (DIN : 00007593)Shreeniwas Kale (DIN : 00150957) Auditors :G. K. Chandavarkar & Co., Chartered Accountants

Bankers:HDFC Bank Ltd.Saraswat Co-op. Bank. Ltd.Indusind Bank Ltd. Registered&CorporateOffice:‘Dhanada’, 16/6, Erandwana Housing Society,Plot No. 8, Patwardhan Baug, Pune 411 004Telefax : +91-20-25462408, 25460661 Email :dhanada@dhanadacorp.com Plant Location :J-276, MIDC, Bhosari, Pune 411 026Telephone : +91-20-41232206-11Telefax : +91-20-41232207 Emaildhanada@dhanadacorp.com Websitewww.dhanadaengg.com

Dhanada Engineering Private Limited (a Subsidiary Company)

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To,The Members, DHANADA ENGINEERING PRIVATE LIMITED

The Board of Directors of your Company has pleasure in presenting the 18th Annual Report of the Company together with the Audited statements of accounts for the year ended on 31st March 2015.

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

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

(` in Lacs)

Particulars 2014 – 2015 2013 – 2014 Turnover 2.93 35.35Other Revenue 4.36 23.88Employee Benefit Expenses 2.09 23.26Finance Cost (Bank Charges) 76.73 101.96Depreciation 51.48 57.08Profit/ (loss) before Tax (149.22) (196.05)Provision for Tax Nil Nil Profit/ (loss) after Tax (149.22) (196.05)

2. Dividend:

In view of the losses, the Board of Directors does not recommend any dividend for the year ended on 31st March 2015.

3. Reserves:

No amount is proposed to be transferred to the Reserves.

4. StateoftheCompany’sAffairs:

The Company was non – operational due to shortage of finance. It has suffered losses.

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

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

6. Materialchangesandcommitments,ifany,affectingthefinancialpositionoftheCompanywhichhaveoccurredbetweentheendofthefinancialyearoftheCompanytowhichthefinancialstatementsrelateand the date of the report:

Nil. No such material changes and commitments have occurred.

7. Detailsofsignificantandmaterialorderspassedby theregulators /courts / tribunals impacting thegoingconcernstatusandtheCompany’soperationsinfuture:

Nil. No such orders are passed.

8. StatementinrespectofadequacyofinternalfinancialcontrolswithreferencetotheFinancialStatements:

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

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

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

10. Performanceandfinancialpositionofeachofthesubsidiaries,associatesandjointventurecompaniesincludedintheconsolidatedfinancialstatement:

Not Applicable.

DIRECTORS’ REPORT

Dhanada Engineering Private Limited (a Subsidiary Company)

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Dhanada Engineering Private Limited (a Subsidiary Company)

11. Deposits:

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

12. Share Capital:

During the year, the Company has issued 2206020 Equity shares of ` 10/- to Dhanada Corporation Ltd., Parent Company, at par, against the unsecured loan taken from it along with the interest accrued thereon.

13. Statutory Auditors:

M/s. G. K. Chandavarkar & Co., Chartered Accountants, Pune were appointed as Statutory Auditors of the Company in the 17th Annual General Meeting held on 30th September 2014 to hold office till the conclusion of 22nd Annual General Meeting. Pursuant to Section 139(1) of the Companies Act, 2013, the Company will place the matter related to such appointment for ratification by the members at the ensuing annual general meeting. The Company has received eligibility certificate from the said Auditors in accordance with the provisions of Section 141 of the Companies Act, 2013.

14. Explanationsorcommentsonqualification,reservationoradverseremarkordisclaimer inAuditor’sReport:

The Audit Report contents some observations and we offer our comments in this regards as under:

Statutory Dues

Due to financial difficulties the Company could not pay statutory dues. However, the Company will settle the dues shortly.

15. Extract of the Annual Return:

The extract of annual return as on the financial year ended on 31st March 2015 in Form No. MGT-9 is enclosed and forms part of the Directors’ Report.

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

Due to suspension of operations, the use of electricity remained limited.

However, 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 abroad.

Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil

17. Directors:

Mr. Ramesh R. Havele (DIN 00007580) retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Your Directors recommend his appointment. No changes made in the Directors of the Company during the year under review.

18. Number of meetings of Board of Directors:

During the financial year 2014 – 2015, 4 (Four) meetings of the Board of Directors were held.

19. Particulars of loans, guarantees or investments under Section 186:

The Company has not made any investments or given guarantees or provided securities to other bodies corporate or persons falling under the provisions of Section 186 of the Act. However, the Company has given loans. The particulars of such loans are given in the notes to the financial statements provided in the Annual Report.

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20. Particularsofcontractsorarrangementswithrelatedparties:

The Company has not entered into any contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013.

21. Corporate Social Responsibility:

Not Applicable.

22. Particulars of employees:

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

23. RiskManagement:

The Board of Directors, from time to time, reviews the operations of the Company and identifies risks / hazards which may threaten the existence of the Company and takes appropriate actions to manage the risks and minimize their adverse impact on the operations of the Company.

24. Directors’ResponsibilityStatement:

The Directors of the Company hereby state that:

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

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

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

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

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

25. Acknowledgements:

The Directors express their sincere thanks to Dhanada Corporation Ltd., Parent Company and stakeholders for their continued support.

For and on behalf of the Board of Directors DHANADA ENGINEERING PRIVATE LIMITED

Place: Pune Ramesh R. HaveleDate: 14th August 2015 Chairman (DIN 00007580)

Dhanada Engineering Private Limited (a Subsidiary Company)

ANNUAL REPORT 2015

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Form No. MGT-9EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March 2015

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

I. Registration and other details:

i CIN U31909MH1997PTC107644

ii Registration Date 29.04.1997

iii Name of the Company DHANADA ENGINEERING PRIVATE LIMITED

iv Category / Sub-Category of the Company Subsidiary of Public Company / Limited by shares / having share capital

v

Address of the Registered office and contact details

Name of the personDesignationTele No.Email id

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

Ramesh R. HaveleDirector(020) 25462408dhanada@dhanadacorp.com

vi Whether listed company Yes / No

vii Name, Address and Contact details of Registrar and Transfer Agent, if any

Nil

II. Principal business activities of the company:

The Company was non – operational during the year.

All the Business activities contributing 10% or more of the total turnover of the company are:-

Sr. No.Name and Description ofmain products / services

NIC Code of theProduct/ service

% to total turnover of the company

------------------------------ Nil ------------------------------

III. Particulars of holding, subsidiary and associate companies:

Sr.No.

Name and Address ofthe company

CIN/GLNHolding/

Subsidiary/Associate

% of sharesheld

Applicable section

1

Dhanada Corporation Ltd.“Dhanada”, 16/6, Erandwana Hsg. Soc., Plot No. 8, Patwardhan Baug, Pune – 411004.

L55101PN1986PLC133909 Holding 92.43% 2(46)

Dhanada Engineering Private Limited (a Subsidiary Company)

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IV. Share holding pattern (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category ofShareholders

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

Changeduring

the yearDemat Physical Total

% of TotalShares

Demat Physical Total% of Total

SharesA. Promoters(1) Indiana)Individual/HUF Nil 20 20 0.00% Nil 20 20 0.00% Nilb) Central Govt Nil Nil Nil Nil Nil Nil Nil Nil Nilc) State Govt(s) Nil Nil Nil Nil Nil Nil Nil Nil Nild) Bodies Corp. Nil 2139924 2139924 100% Nil 4345944 4345944 100% Nile) Banks / FI Nil Nil Nil Nil Nil Nil Nil Nil Nilf)Any Other Nil Nil Nil Nil Nil Nil Nil Nil NilSub-total (A) (1):- Nil 2139944 2139944 100% Nil 4345964 4345964 100% Nil(2) Foreigna) NRIs - Individuals Nil Nil Nil Nil Nil Nil Nil Nil Nilb)Other Individuals Nil Nil Nil Nil Nil Nil Nil Nil Nilc) Bodies Corp. Nil Nil Nil Nil Nil Nil Nil Nil Nild) Banks / FI Nil Nil Nil Nil Nil Nil Nil Nil Nile)Any Other Nil Nil Nil Nil Nil Nil Nil Nil NilSub-total (A) (2):- Nil Nil Nil Nil Nil Nil Nil Nil NilTotal shareholding of Promoter (A) = (A)(1)+(A)(2)

Nil 2139944 2139944 100% Nil 4345964 4345964 100% Nil

B. Public Shareholding1. Institutionsa) Mutual Funds Nil Nil Nil Nil Nil Nil Nil Nil Nilb) Banks / FI Nil Nil Nil Nil Nil Nil Nil Nil Nilc) Central Govt Nil Nil Nil Nil Nil Nil Nil Nil Nild) State Govt(s) Nil Nil Nil Nil Nil Nil Nil Nil Nile) Venture Capital Funds Nil Nil Nil Nil Nil Nil Nil Nil Nilf) Insurance Companies Nil Nil Nil Nil Nil Nil Nil Nil Nilg) FIIs Nil Nil Nil Nil Nil Nil Nil Nil Nilh)Foreign VentureCapital Funds

Nil Nil Nil Nil Nil Nil Nil Nil Nil

i)Others (specify) Nil Nil Nil Nil Nil Nil Nil Nil NilSub-total (B)(1):- Nil Nil Nil Nil Nil Nil Nil Nil Nil2.Non-Institutionsa) Bodies Corp. Nil Nil Nil Nil Nil Nil Nil Nil Nili) Indian Nil Nil Nil Nil Nil Nil Nil Nil Nilii) Overseas Nil Nil Nil Nil Nil Nil Nil Nil Nilb) Individuals Nil Nil Nil Nil Nil Nil Nil Nil Nili) Individual shareholdersholding nominal share capital upto ` 1 lakh

Nil 30 30 0.00% Nil 30 30 0.00% Nil

ii) Individual shareholdersholding nominal share capital in excess of Rs 1 lakh

Nil Nil Nil Nil Nil Nil Nil Nil Nil

c) Others (specify) Nil Nil Nil Nil Nil Nil Nil Nil NilSub-total (B)(2):- Nil 30 30 0.00% Nil 30 30 0.00% NilTotal Public Shareholding(B)=(B)(1)+(B)(2)

Nil 30 30 0.00% Nil 30 30 0.00% Nil

C. Shares held by Custodian for GDRs & ADRs

Nil Nil Nil Nil Nil Nil Nil Nil Nil

Grand Total (A+B+C) Nil 2139974 2139974 100% Nil 4345994 4345994 100% Nil

ii) Shareholding of Promoters

Sr.No.

Shareholder’s Name

Share holding at the beginning of the year Share holding at the end of the year

No. ofShares

% of totalShares of the

company

%of SharesPledged /

encumberedto total shares

No. ofShares

% oftotal

Shares of the company

%of SharesPledged /

encumberedto total shares

% changein shareholding

during theyear

1 Mr. Nitin G. Pargaonkar Nil Nil Nil Nil Nil Nil Nil2. Mr. Ramesh R. Havele 10 0.00% Nil 10 0.00% Nil Nil3. Mrs. Veena R. Havele 10 0.00% Nil 10 0.00% Ni Nil4. Dhanada Holding Pvt.. Ltd. 464235 21.70% Nil 464235 10.68% Nil Nil5. Dhanada Corporation Ltd. 1675689 78.30% Nil 3881709 89.32% Nil +11.02%

Total 2139944 100% Nil 4345964 100% Nil +11.02%

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iii) Change in Promoters’ Shareholding (please specify, if there is no change) –

Sl.No.

ParticularsShareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares% of total shares of

the companyNo. of shares

% of total shares of the company

1 Dhanada Corporation Ltd.At the beginning of the year 1675689 78.30%Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

+2206020 Allotment of Shares made on

31.03.2015 +11.02% 2206020 +11.02%At the end of the year 3881709 89.32%

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sl.No.

Particulars Shareholding at the beginning of the year Cumulative Shareholding during the year

For Each of the Top 10 Shareholders No. of shares% of total shares of

the companyNo. of shares

% of total shares of the company

1. Mr. Ramesh M. PradhanAt the beginning of the year 10 0.00%Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):

Nil N.A. Nil N.A.

At the End of the year (or on the date of separation, if separated during the year)

10 0.00%

2. Mrs. Kishori S. MaratheAt the beginning of the year 10 0.00%Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):

Nil N.A. Nil N.A.

At the End of the year (or on the date of separation, if separated during the year)

10 0.00%

3. Mr. Rahul W. SuravaseAt the beginning of the year 10 0.00%Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):

Nil N.A. Nil N.A.

At the End of the year (or on the date of separation, if separated during the year)

10 0.00%

v) Shareholding of Directors and Key Managerial Personnel:

Sl. No.

For Each of the Directors and KMP

Shareholding at the beginning of the year

Cumulative Shareholding duringthe year

No. of shares% of total sharesof the company

No. of shares% of total sharesof the company

1. Mr. Nitin G. PargaonkarAt the beginning of the year Nil NilDate wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

Nil Nil Nil Nil

At the End of the year Nil Nil2. Mr. Ramesh R. Havele

At the beginning of the year 10 0.00%Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

Nil Nil Nil Nil

At the End of the year 10 0.00%3. Mrs. Veena R. Havele

At the beginning of the year 10 0.00%Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

Nil Nil Nil Nil

At the End of the year 10 0.00%4. Mr. Shreeniwas G. Kale

At the beginning of the year Nil NilDate wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

Nil Nil Nil Nil

At the End of the year Nil Nil

Dhanada Engineering Private Limited (a Subsidiary Company)

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V. Indebtedness

Indebtedness of the Company including interest outstanding/accrued but not due for payments

ParticularsSecured Loans

excluding depositsUnsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of the financial year i) Principal Amount 3,13,91,796 1,49,07,200 Nil 4,62,98,996ii) Interest due but not paid 45,41,880 69,50,929 Nil 1,14,92,809iii)Interest accrued but not due Nil Nil Nil NilTotal (i+ii+iii) 3,59,33,676 2,18,58,129 Nil 5,77,91,805Change in Indebtedness during the financial year• Addition• (Reduction)

NilNil

3,43,834(1,49,57,434)

NilNil

3,43,834(1,49,57,434)

Net Change Nil (1,46,13,600) Nil (1,46,13,600)Indebtedness at the end of the financial yeari) Principal Amount 3,13,91,796 2,93,600 Nil 3,16,85,396ii) Interest due but not paid 1,00,80,932 72,627 Nil 1,01,53,559iii)Interest accrued but not due Nil Nil Nil NilTotal (i+ii+iii) 4,14,72,728 3,66,227 Nil 4,18,38,955

VI) Remuneration of directors and Key Managerial Personnel

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl.No.

Particulars of Remuneration Name of MD/WTD/ Manager Total amount (`)

1.

Gross salary

Nil

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961(b) Value of perquisites u/s 17(2) Income-tax Act, 1961(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

2. Stock Option3. Sweat Equity

4.Commission- as % of profit-others, specify

5. Others, please specifyTotal (A)Ceiling as per the Act

B. Remuneration to other directors: Sl. No.

Particulars of Remuneration Name of Director Total Amount

1.Independent Directors Fee for attending board / committee meetings Commission Others, please specify

Nil

Total (1)

2.Other Non-Executive Directors Fee for attending board / committee meetings Commission Others, please specifyTotal (2)Tota l(B)=(1+2)Total Managerial RemunerationOverall Ceiling as per the Act

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Sl. No.

Particulars of RemunerationKey Managerial Personnel

CEO Company Secretary CFO Total

1.

Gross salary Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961Value of perquisites u/s 17(2) Income-tax Act, 1961 Profits in lieu of salary under section 17(3) Income tax Act, 1961

Nil

2 Stock Option3. Sweat Equity

4.Commission - as % of profit - others, specify.

5. Others, please specifyTotal

Dhanada Engineering Private Limited (a Subsidiary Company)

ANNUAL REPORT 2015

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VII. Penalties / Punishment / Compounding of offences

TypeSection of the

Companies ActBrief

DescriptionDetails of Penalty / Punishment/

Compounding fees imposedAuthority

[RD / NCLT/ COURT]Appeal made,

if any (give Details)A. COMPANYPenalty Nil Nil Nil Nil NilPunishment Nil Nil Nil Nil NilCompounding Nil Nil Nil Nil Nil

B. DIRECTORS

Penalty Nil Nil Nil Nil NilPunishment Nil Nil Nil Nil NilCompounding Nil Nil Nil Nil Nil

C. OTHER OFFICERS IN DEFAULT

Penalty Nil Nil Nil Nil NilPunishment Nil Nil Nil Nil NilCompounding Nil Nil Nil Nil Nil

Dhanada Engineering Private Limited (a Subsidiary Company)

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TOTHE MEMBERS OFDHANADA ENGINEERING PRIVATE LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of DHANADA ENGINEERING PRIVATE LIMITED (The Company), which comprises the Balance Sheet as at 31st March 2015, 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’sResponsibilityfortheFinancialStatements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”)with respect to 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 specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from the material misstatement, whether due to fraud or error.

Auditor’sResponsibility Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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 the 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 financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, 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 on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its loss and its cash flows for the year ended on that date.

i. in the case of the Balance Sheet, of the State of affairs of the Company as at 31st March 2015; and

ii. in the case of Statement of Profit and Loss, of the Loss for the year ended on that date;

Report on Other Legal and Regulatory Requirements As required by the Companies (Auditor’s Report) Order, 2015 issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

INDEPENDENT AUDITOR’S REPORT

Dhanada Engineering Private Limited (a Subsidiary Company)

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Further, as required by section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

e. There are no observations and comments on financial transactions or other matter which have adverse effects on the functioning of the Company.

f. On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164(2) of the Act.

g. There are no qualifications preservations or adverse remarks relating to maintenance of accounts or other matters connected therewith.

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

i. According to the information and explanation given to us the Company does not have any pending litigations which will have an impact on its financial position.

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

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

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

G.K.ChandavarkarPlace : Pune ProprietorDate : 30th May 2015 Membership No. 44537

Dhanada Engineering Private Limited (a Subsidiary Company)

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AnnexuretotheIndipendentAuditor’sReport

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

i. Fixed Assets

a. 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.

ii. Inventories

a. 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 granted by the Company

The Company has granted loans to parties covered in the register maintained under Section 189 of the Companies Act, 2013. The details are as below:

Particu larsMaximum amount due at any

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

Financial year Amount (`)

Dhanada Clean Energy (India) Pvt.. Ltd.

48,652 48,652

The interest has not been provided for the year 2014-15.

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 and services. During the course of our audit we have not observed any weaknesses or continue in the failure to correct major weaknesses in internal control system.

v. Deposits from the public

According to the information and explanations given to us the Company has not accepted deposits from the public during the year and hence the directives issued by the Reserve Bank India and the provisions of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under are not applicable to it.

vi. Cost Records

According to the information and explanations given us maintenance of cost record under sub-section 1 of section 148 under Companies Act, 2013 read with the rule 3 of the Companies (Cost Record and Audit) Rules, 2014 is not applicable to the Company.

vii. Statutory Dues

a. According to the information and explanation given to us undisputed amounts payable in respect of statutory due were in arrears as at 31st March 2015, for a period of more than six month from the date they became payable are as under:

Dhanada Engineering Private Limited (a Subsidiary Company)

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Name of the Statue Nature of Dues Amount `Period to which the

dues relateEmployees Provident Fund Act, 1952 PF 36,306 2013-14Maharashtra Profession Tax Act, 1975 PT 5,025 2013-14Employee State Insurance Act, 1948 ESIC 5,060 2013-14Employee State Insurance Act, 1948 ESIC 14,559 2010-11Bombay Sales Tax Act, 1959 BST 6,99,000 2004-05MVAT Act, 2002 VAT 12,002 2011-12MVAT Act, 2002 VAT 10,75,868 2012-13MVAT Act, 2002 VAT 3,71,998 2013-14MVAT Act, 2002 VAT 70481 2014-15Income Tax Act, 1961 TDS 3,01,809 2012-13Income Tax Act, 1961 TDS 6,02,992 2013-14Pimpri Chinchwad Corporation Property Tax 39,039 2012-13Pimpri Chinchwad Corporation Property Tax 47,402 2012-13

b. According to the information and explanation given to us, there are no disputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Custom duty, Excise duty, Service Tax, Cess and any other statutory dues.

c. According to the information and explanation given to us, there are no amounts required to transfer to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

viii. Accumulated Losses

The Company has accumulated losses at the end of the financial year more than 50% of its networth and has incurred cash losses in the current financial year and in the immediately preceding financial year.

ix. DuestofinancialInstitutions

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 ` 4,05,02,653/- (Including interest) of Phoenix ARC Pvt.. Ltd. in the form of Cash Credit, Term Loan and Vehicle Loan.

x. 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.

xi. 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.

xii. 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.

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

Place: Pune G. K. ChandavarkarDate : 30th May 2015 Proprietor) M. No. 044537

Dhanada Engineering Private Limited (a Subsidiary Company)

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Particulars Note NoAs at

31st March 2015`

As at31st March 2014

`I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital 1 4,34,59,940.00 2,13,99,740.00 (b) Reserves and Surplus 2 (3,97,45,479.75) (2,47,66,921.78)(c) Money received against share warrants - -

(2) Share application money pending allotment

(3) Non-Current Liabilities

(a) Long-term borrowings 3 3,66,226.72 1,49,07,200.17 (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 1,47,712.00

(4) Current Liabilities 6(a) Short-term borrowings 4,14,72,729.71 3,59,33,677.40 (b) Trade payables 43,53,965.17 64,14,890.96 (c) Other current liabilities 57,91,484.56 73,10,988.32 (d) Short-term provisions 48,702.85 69,91,043.81

Total 5,65,94,281.26 6,90,37,330.88 II. ASSETS

(1) Non-current assets(a) Fixed assets 7 (i) Tangible assets 3,24,56,349.18 4,31,82,317.41 (ii) Intangible assets 37,197.21 1,97,225.70 (iii) Capital work-in-progress - - (iv) Intangible assets under development - - (b) Non-current investments - - (c) Deferred tax assets (net) 2,00,33,434.53 2,00,33,434.53 (d) Long term loans and advances - - (e) Other non-current assets 8 17,22,917.73 16,27,899.00

(2) Current assets(a) Current investments - - (b) Inventories 9 - 2,80,989.00 (c) Trade receivables 10 4,34,830.82 8,82,276.64 (d) Cash and cash equivalents 11 1,43,467.03 1,92,830.10 (e) Short-term loans and advances - - (f) Other current assets 12 17,66,084.76 26,40,358.50

Total 5,65,94,281.26 6,90,37,330.88 See Accompanying notes to the financial statements 20

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 Nitin G. Pargaonkar (Proprietor) Chairman Managing Director M. No. 044537 (DIN : 00007580) (DIN : 00022704) Place : Pune Veena R. HaveleDate : 30th May 2015 Director (DIN : 00007593)

BALANCE SHEET AS AT 31ST MARCH 2015

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Particulars Note NoYear ended

31st March 2015`

Year ended31st March 2014

`

I. Revenue from operations 13 2,93,052.50 35,34,808.68

II. Other Income 14 4,36,465.23 23,88,010.61

III. Total Revenue (I +II) 7,29,517.73 59,22,819.29

IV. Expenses:

Cost of materials consumed 15 1,15,259.00 33,00,352.18

Changes in inventories of work-in-progress 16 1,65,730.00 10,43,938.88

Employee benefit expense 17 2,09,320.00 23,26,133.84

Financial costs 18 76,72,998.23 1,01,96,049.57

Depreciation and amortization expense 7 51,48,204.50 57,08,029.80

Other expenses 19 23,40,010.63 29,53,299.84

Total Expenses 1,56,51,522.36 2,55,27,804.11

V. Profit/(Loss) before exceptional and extraordinary items and tax (III - IV) (1,49,22,004.63) (1,96,04,984.82)

VI. Exceptional Items - -

VII. Profit/(Loss) before extraordinary items and tax (V - VI) (1,49,22,004.63) (1,96,04,984.82)

VIII. Extraordinary Items - -

IX.Profit/(Loss)beforetax(VII-VIII) (1,49,22,004.63) (1,96,04,984.82)

X. Tax expense:

(1) Current tax - -

(2) Deferred tax - -

XI. Profit/(Loss) for the period from continuing operations (IX-X) (1,49,22,004.63) (1,96,04,984.82)

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

XIII. Tax expense of discounting operations - -

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

XV.Profit/(Loss)aftertaxfortheperiod(XI+XIV) (1,49,22,004.63) (1,96,04,984.82)

XVI. Earning per equity share: Basic and Diluted (6.97) (9.16)

See Accompanying notes to the financial statements 20

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 Nitin G. Pargaonkar (Proprietor) Chairman Managing Director M. No. 044537 (DIN : 00007580) (DIN : 00022704) Place : Pune Veena R. HaveleDate : 30th May 2015 Director (DIN : 00007593)

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED ON 31ST MARCH 2015

Dhanada Engineering Private Limited (a Subsidiary Company)

82

ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

ParticularsYear ended

31st March 2015`

Year ended31st March 2014

`

(A) CASH FLOW FROM OPERATING ACTIVITYNet Profit before tax and Extra-ordinary items (1,49,22,004.63) (1,96,04,984.82)

Adjustments for:

Depreciation 51,48,204.50 57,08,029.80

Interest Expenses 76,72,998.23 1,01,96,049.57

Interest Received (1,60,566.00) (1,53,300.20)

Dividend Received (2,500.00) -

Operating profit before Working Capital changes (22,63,867.90) (38,54,205.65)

Adjustments for:

Decrease/(Increase) in Trade & Other Receivables 4,47,445.82 16,21,640.24

Decrease/(Increase) in Inventories 2,80,989.00 18,77,136.38

Loans & Advances 7,79,255.01 8,31,284.14

Increase/(Decrease) in Trade & Other Payables (1,05,22,770.51) 54,97,499.67

Cash generated from operations (1,12,78,948.58) 59,73,354.78

Taxes Paid - -

Cash flow before extra-ordinary items (1,12,78,948.58) 59,73,354.78

Exceptional Items - -

(Profit)/Loss on Disposal of Fixed Assets (Net) 18,30,238.88 (1,46,187.11)

Misc. Expenses Written off - -

NetCashFlowfromOperatingActivity (94,48,709.70) 58,27,167.67 (B) CASH FLOW FROM INVESTING ACTIVITY

(Purchase) of Fixed Assets - (5,10,009.00)

Sale/Disposal of Fixed Assets 38,51,000.00 11,00,000.00

Interest Revived 1,60,566.00 1,53,300.20

Dividend Received 2,500.00 -

NetCashFlowfromInvestingActivity 40,14,066.00 7,43,291.20 (C) CASH FLOW FROM FINANCING ACTIVITY

Proceeds from/(Repayment of) Borrowings (Net) 1,30,58,278.86 36,51,151.07

Proceeds from issue of Equity Shares - -

Share Premium Received on issue of Equity Shares - -

Interest and Finance charges paid (76,72,998.23) (1,01,96,049.57)

NetCashFlowfromFinancingActivity 53,85,280.63 (65,44,898.50)(D) NET INCREASE IN CASH AND CASH EQUIVALENT (49,363.07) 25,560.37

(Refer to Cash & Bank Balance)

Cash and Cash Equivalent as on 01-04-2014 1,92,830.10 1,67,269.73 Cash and Cash Equivalent as on 31-03-2015 1,43,467.03 1,92,830.10

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

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 Nitin G. Pargaonkar (Proprietor) Chairman Managing Director M. No. 044537 (DIN : 00007580) (DIN : 00022704) Place : Pune Veena R. HaveleDate : 30th May 2015 Director (DIN : 00007593)

CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31ST MARCH 2015

Dhanada Engineering Private Limited (a Subsidiary Company)

ANNUAL REPORT 2015

83

DHANADACORPORATION

LIMITED

Note 1 - Share CapitalParticulars As at 31st March 2015 As at 31st March 2014

Nos Amount Nos AmountAuthorisedEquity Shares of ` 10 each 50,00,000 5,00,00,000.00 40,00,000 4,00,00,000.00

Preference Shares of ` 10 each - - 10,00,000 1,00,00,000.00

Total 50,00,000 5,00,00,000.00 50,00,000 5,00,00,000.00 Issued, Subscribed & Fully Paid UpEquity Shares of ` 10 each 43,45,994 4,34,59,940.00 21,39,974 2,13,99,740.00

Note 1A : A reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period.Particulars Equity Shares

As at 31st March 2015 As at 31st March 2014Nos Amount Nos Amount

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

Shares Issued during the year 22,06,020 2,20,60,200.00 - -

Shares outstanding at the end of the year 43,45,994 4,34,59,940.00 21,39,974 2,13,99,740.00

Note 1BOut 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 2015 31st March 2014

Nos NosEquity Shares :

Holding Company 38,81,709 16,75,689 Dhanada Corporation Ltd.

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

Total 43,45,944 21,39,924

Note 1C : Shares in the Company held by each shareholder holding more than 5% shares.Name of Shareholder Equity Shares

As at 31st March 2015 As at 31st March 2014No of Shares

held% of holding No of Shares

held% of holding

Dhanada Corporation Ltd. 38,81,709 89.32 16,75,689 78.30

Dhanada Holdings Pvt. Ltd. 4,64,235 10.68 4,64,235 21.69

Total 43,45,944 99.99 21,39,924 99.99

Dhanada Engineering Private Limited (a Subsidiary Company)

84

ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

Note 2 - Reserves & Surplus

Particulars As at 31st March 2015

As at 31st March 2014

a. Securities Premium Account Opening Balance 4,95,83,613.94 4,95,83,613.94 Add : Securities premium credited on Share issue - -

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 (7,43,50,535.72) (5,47,45,550.90)Net Profit/(Net Loss) For the current year (1,49,22,004.63) (1,96,04,984.82)Adjustment due to revised estimation of useful life of assets as per Schedule II of the Companies Act, 2013

(56,553.34) -

Closing Balance (8,93,29,093.69) (7,43,50,535.72)Total (a+b) (3,97,45,479.75) (2,47,66,921.78)

Note3-LongTermBorrowings

Particulars As at 31st March 2015

As at 31st March 2014

UNSECURED LOANS Dhanada Corporation Ltd - Holding Company - 1,46,13,600.17 Dhanada Education Pvt. Ltd - Associate Company 3,66,226.72 2,93,600.00

Total 3,66,226.72 1,49,07,200.17

Note 4 - Other Long Term Liabilities

Particulars As at 31st March 2015

As at 31st March 2014

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 - Long Term Provisions

Particulars As at 31st March 2015

As at 31st March 2014

Gratuity Payable 1,47,712.00 1,47,712.00 Total 1,47,712.00 1,47,712.00

Dhanada Engineering Private Limited (a Subsidiary Company)

ANNUAL REPORT 2015

85

DHANADACORPORATION

LIMITED

Note 6 - Current Liabilities

Particulars As at31st March 2015

As at31st March 2014

[a]ShortTermBorrowings Cash Credit - Saraswat Co. Op. Bank - 86,79,470.20 Cash Credit - Phoenix ARC Pvt.. Ltd. 1,01,98,226.06 -

(Secured by Hypothecation of Stock, Receivables and further guaranteed by directors in their personal capacity).

Overdraft Facility Against Fixed Deposit - HDFC Bank 9,70,076.83 9,58,605.75 Vehicle Loan - Saraswat Co.Op. Bank - 1,09,521.40 Vehicle Loan - Phoenix ARC Pvt.. Ltd. 1,21,447.86 -

(Secured by Hypothecated of Vehicle Terms of Repayment - 5 years from 2008-09 Rate of Interest - 10.50%)

Term loan - Saraswat Bank - 2,46,09,967.40 Term loan - Saraswat Bank - 15,76,112.65 Phoenix ARC Pvt.. Ltd. - Term Loan - I 18,16,681.79 - Phoenix ARC Pvt.. Ltd. - Term Loan - II 2,83,66,297.17 - (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%)

Total 4,14,72,729.71 3,59,33,677.40

[b] Trade Payables 43,53,965.17 64,14,890.96

[c] Other Current Liabilities Profession Tax Payable 9,550.00 9,550.00 TDS Payable 11,16,909.37 9,04,801.37

VAT/CST Payable 20,15,041.50 16,59,886.35

Property Tax Payable 91,207.00 91,207.00

Interest payable on sales tax dues 8,46,748.00 8,46,748.00

ESI Payable 26,309.00 26,309.00 Salary & Wages Payable 16,24,857.85 20,25,796.85 Provident Fund Payable 60,501.84 60,501.84 Other Payables 360.00 16,86,187.91

Total 57,91,484.56 73,10,988.32

[d] Short term Provisions Electricity Expenses Payable 48,702.85 40,115.57 Interest Payable on loans - 69,50,928.24

Total 48,702.85 69,91,043.81

Note 8 - Other Non Current Assets

Particulars As at31st March 2015

As at31st March 2014

Fixed Deposit with HDFC 10,00,000.00 10,00,000.00 Accrued Interest - HDFC Bank Fixed Deposit 7,02,051.73 5,63,982.73 Security Deposit with MIDC 1,686.00 1,686.00 Security Deposit with MSEB 19,180.00 19,180.00 Vat Refund Receivable F.Y. 2008-09 - 43,050.27

Total 17,22,917.73 16,27,899.00

Dhanada Engineering Private Limited (a Subsidiary Company)

86

ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

Note

7 -

Fixe

d As

set

Fixed

Asset

s

GrossB

lock

Accu

mulat

ed De

precia

tion

NetB

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31 Ma

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Addit

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Dispo

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As at

31 Ma

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2015

Asset

s reva

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includ

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GrossB

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As at

31 Ma

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2014

Charg

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the ye

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Depre

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Amort

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Year

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nated

on

dispo

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Asset

sAs

at 31

March

2015

As at

31 Ma

rch

2014

As at

31 Ma

rch

2015

aTan

gible A

ssets

1Lan

d 16

,05,61

2.00

- -

16,05

,612.0

0 12

,00,00

0.00

- -

- -

- -

- -

- 16

,05,61

2.00

16,05

,612.0

0

2Fac

tory B

uilding

1,17,2

5,177.

65 -

- 1,1

7,25,1

77.65

18,00

,000.0

0 46

,08,18

2.94

53,16

,994.7

1 4,5

1,460.

16 -

4,51,4

60.16

- -

- 50

,59,64

3.10

71,16

,994.7

1 66

,65,53

4.55

3Fur

niture

& Fixtu

res 3,4

7,014.

50 -

- 3,4

7,014.

50 -

1,78,6

45.79

1,68,3

68.71

36,15

7.71

- 36

,157.7

1 13

,092.5

8 -

- 2,2

7,896.

08 1,6

8,368.

71 1,1

9,118.

42

4Ma

chiner

y &

Equip

ments

6,67,5

0,917.

01 -

1,1

9,54,8

82.00

5,47,9

6,035.

01 65

,25,00

0.00

3,33,7

9,558.

48 1,6

9,34,4

34.38

42,79

,037.7

5 -

42,79

,037.7

5 7,1

04.90

- 63

,31,06

3.58

3,13,3

4,637.

55 3,3

3,71,3

58.61

2,34,6

1,397.

46

5Veh

icles

34,03

,180.7

0 -

1,10,4

99.59

32,92

,681.1

1 -

24,83

,196.9

8 8,6

2,563.

00 2,2

9,764.

89 -

2,29,7

64.89

28,11

1.35

- 53

,078.8

7 26

,87,99

4.35

9,19,9

83.38

6,04,6

86.76

Total

8,38,3

1,901.

86 -

1,2

0,65,3

81.59

7,17,6

6,520.

27 95

,25,00

0.00

4,06,4

9,584.

19 2,3

2,82,3

60.79

49,96

,420.5

1 -

49,96

,420.5

1 48

,308.8

3 -

63,84

,142.4

4 3,9

3,10,1

71.09

4,31,8

2,317.

41 3,2

4,56,3

49.18

bInta

ngible

Asset

s1

Good

will

15,00

,000.0

0 -

- 15

,00,00

0.00

- 13

,50,00

0.00

1,50,0

00.00

- -

- -

1,50,0

00.00

- 15

,00,00

0.00

1,50,0

00.00

-

2So

ftware

7,15,3

22.00

- -

7,15,3

22.00

- 6,6

8,096.

30 47

,225.7

0 1,7

83.99

- 1,7

83.99

8,244.

50 -

- 6,7

8,124.

79 47

,225.7

0 37

,197.2

1

Total

22,15

,322.0

0 -

- 22

,15,32

2.00

- 20

,18,09

6.30

1,97,2

25.70

1,783.

99 -

1,783.

99 8,2

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1,50,0

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- 21

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1,97,2

25.70

37,19

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0,47,2

23.86

- 1,20

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1.59

7,39,8

1,842.

27 95

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4,26,6

7,680.

49 2,3

4,79,5

86.49

49,98

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0 -

49,98

,204.5

0 56

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3 1,5

0,000.

00 63

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2.44

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8,295.

88 4,3

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Dhanada Engineering Private Limited (a Subsidiary Company)

ANNUAL REPORT 2015

87

DHANADACORPORATION

LIMITED

Note 9 - Inventories

Particulars As at 31st March 2015

As at 31st March 2014

a. Raw Materials and components (Valued at Cost price) - 1,15,259.00

b. Goods-in transit - -

Sub total - 1,15,259.00 c. Work-in-progress (Valued at Material + Labour) - 1,65,730.00

d. Goods-in transit - -

Sub total - 1,65,730.00 Total - 2,80,989.00

Note 10 - Trade Receivable

Particulars As at 31st March 2015

As at 31st March 2014

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

Unsecured, considered good - 3,98,560.47

- 3,98,560.47 Trade receivables outstanding for a period more than six months from the date they are due for payment

Unsecured, considered good 4,34,830.82 4,83,716.17

4,34,830.82 4,83,716.17 Total 4,34,830.82 8,82,276.64

Note 11 - Cash and cash equivalents

Particulars As at 31st March 2015

As at 31st March 2014

A. 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. (Corporate Account) 1,513.09 6,130.34

HDFC Bank Ltd. 15,599.18 -

B. Cash on hand 645.76 60,990.76

Total 1,43,467.03 1,92,830.10

Note 12 - Other Current Assets

Particulars As at 31st March 2015

As at 31st March 2014

Accrued Interest - Saraswat Bank Fixed Deposit 66,591.00 59,435.00

Advance to Staff - 11,072.42

Excise Duty 16,84,152.76 21,79,054.06

TDS Receivable 15,341.00 1,49,497.02

Other Advances - 2,41,300.00

Total 17,66,084.76 26,40,358.50

Dhanada Engineering Private Limited (a Subsidiary Company)

88

ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

Note 13 - Revenues from OperationsParticulars Year ended

31st March 2015Year ended

31st March 2014Sale of products 3,29,273.80 37,55,898.59

Sale of services (Job Work) - 1,97,588.00

Less: Excise duty 36,221.30 4,18,677.91

Total 2,93,052.50 35,34,808.68

Note 14 - Other IncomeParticulars Year ended

31st March 2015Year ended

31st March 2014Interest on Bank Fixed Deposit 1,60,566.00 1,53,300.20

Dividend Received 2,500.00 -

Creditors written back (net) 81,622.73 20,78,166.88

Interest on Income Tax Refund Received 12,122.70 10,356.42

Profit on Sale of Assets 1,38,653.80 1,46,187.11

Misc. Income 41,000.00 -

Total 4,36,465.23 23,88,010.61

Note 15 - Cost of Material ConsumedParticulars Year ended

31st March 2015Year ended

31st March 2014RAW MATERIALS CONSUMEDOpening Stock of Raw Material 1,15,259.00 9,48,456.60

Add : Purchases of Raw Material - 24,67,154.58

Less : Closing Stock of Raw Material - 1,15,259.00

RawMaterialsConsumed 1,15,259.00 33,00,352.18

Note 16 - Change in Inventory of WIPParticulars Year ended

31st March 2015Year ended

31st March 2014Opening Stock of WIP 1,65,730.00 12,09,668.88

Closing Stock of WIP - 1,65,730.00

(Increase) / Decrease in Inventory of WIP 1,65,730.00 10,43,938.88

Note17-EmployeeBenefitExpensesParticulars Year ended

31st March 2015Year ended

31st March 2014Salaries and incentives 2,09,320.00 22,58,077.00

Employers' Contributions to Provident Fund - 50,263.84

Employers' Contributions to ESIC - 17,793.00

Total 2,09,320.00 23,26,133.84

Dhanada Engineering Private Limited (a Subsidiary Company)

ANNUAL REPORT 2015

89

DHANADACORPORATION

LIMITED

Note 18 - Financial Cost

Particulars Year ended 31st March 2015

Year ended 31st March 2014

Interest on Bank Overdraft 1,08,604.00 99,185.80 Interest on C.C. 15,18,755.86 10,96,972.00 Interest on Car Loan 11,926.46 15,947.40 Interest on Term loan 39,96,898.91 35,82,337.37

Interest on unsecured Loans 20,36,813.00 54,01,607.00 Total 76,72,998.23 1,01,96,049.57

Note 19 - Other Expenses

Particulars Year ended 31st March 2015

Year ended 31st March 2014

Consumable - Oil & Lubricants - 9,000.00Consumable : Electrical & Hardware & Others - 1,23,866.17Electricity Charges 8,587.28 5,90,305.57Transport Charges - 1,43,330.00Contract Labour & Security charges - 10,63,456.79Consultation & Professional Charges 35,472.00 1,36,796.00Payments to auditors: - Statutory Audit 67,416.00 60,000.00 - Other Matters 16,854.00 15,000.00Repairs & Maintenance - 21,770.00Penalty for Late filling of Sales Tax - 10,005.00Loss on Sale of Assets 19,68,892.94 - Other Expenses 2,42,788.41 7,79,770.31

Total 23,40,010.63 29,53,299.84

NOTE – 20: OTHER NOTES ON ACCOUNTS

A.SignificantAccountingPolicies:

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 and are prepared on historical cost convention.

b. The Financial Statements of the Company have been prepared in accordance with the generally accepted accounting principles in India (Indian GAAP) and comply with accounting standard applicable under section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014 (As amended and relevant provisions of the Companies Act, 2013 as applicable.

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:

a. Sales are recognized when goods are invoiced on dispatch to customers and are net of excise, sales tax and goods returned.

b. Interest income is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable.

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.

Dhanada Engineering Private Limited (a Subsidiary Company)

90

ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

4. Method of Depreciation:

The Company provides depreciation on all its assets on Written Down Value (WDV) method at the rates and useful life of Assets in the manner specified in Schedule II of the Companies Act, 2013, proportionate from the date they are put to use.

5. Investments:

The Company has policy to carry all the investments at cost; however, the Company does not have any investment as on 31st March 2015.

6. RetirementsBenefits:

Contributions to the provident fund and ESIS 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 till previous year. However, for Current year FY 2014-15 liability towards Gratuity has not been provided. Company has not provided for leave Encashment benefits.

7. Inventories:

• Raw material : At cost worked out on the basis of last purchase price.• Work in Process : At material cost plus overheads.

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:

Basic Earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year.

B. Notes forming part of the Balance Sheet as at 31stMarch2015andProfitandLossAccount for theyearended 31st March 2015:

1. Managerial Remuneration:

During the current year, the Company has not paid any managerial remuneration.

2. Auditor’s Remuneration:(`)

Sr. No. Particulars 2014-15 2013-14

1. Audit Fees 60,000 60,000

2. Tax Audit Fees - -

3. Taxation and Other Matter 15,000 15,000

Sub Total 75,000 75,000

5. Service Tax 9,270 9,270Total 84,270 84,270

3. C.I.F. Values of Imports and Expenditure in foreign currency: NIL

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4. F.O.B value of Exports and Earning in Foreign Exchange: NIL

5. Depreciation of additions to the Fixed Assets during the year has been provided on pro-rata basis and on opening balances from the date of purchase on Written Down Value (WDV) method at its useful life of assets and manner prescribed in Schedule II of the Companies Act, 2013.

6. Provision for Taxation:

Current Tax : As there are losses during the current financial year; Provision for Current Tax has not been provided.

Deferred Tax Assets are not recognized as there is no reasonable certainty of realization.

7. The outstanding balances of sundry creditors, sundry debtors, and advances (taken or given) are subject to reconciliation and consequent adjustment if any.

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:

Contributions to the provident fund and ESIS 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 till previous year. However, for Current year FY 2014-15 liability towards Gratuity has not been provided. Company has not provided for leave Encashment benefits.

10. Segment Information: The Company operates in single segment namely “Manufacturing of Auto components”.

11. The Company availed a Term Loan from Saraswat Co.-Op. Bank Ltd. for purchase of machinery and construction of factory building. The entire Assets such as factory Building, Imported and other Plant and Machinery, Electrical equipments, Dies Moulds etc. situated at J-276, MIDC Bhosari Pune are mortgaged to the Bank as security. The Company also availed Cash Credit facility for working capital requirements.

Saraswat Co.-Op. Bank Ltd. has assigned and transferred all the above loans and cash credit facility in favour of Phoenix ARC Pvt.. Ltd. with all underlying securities thereon as per assignment agreement dated 9th April 2014.

12. a. Related Party Disclosures: Following are transactions with related parties during the year:

Sr. No.

Name of the Party Nature of TransactionOpening Balance

Addition during the

year

Payments/Adjustment

during the year

Balance Outstanding as at 31st March 2015

1 Dhanada Corporation Ltd. (Holding Company) Unsecured Loan Taken 14,613,600 Cr. 90,55,268 Cr. 2,36,68,868 Dr. Nil 2 Dhanada Corporation Ltd. (Holding Company) Interest Payable 6,878,302 Cr. Nil 68,78,302 Dr. Nil 3 Dhanada Education Pvt.. Ltd. (Group Company) Unsecured Loan Taken 293,600 Cr. 72,627 Cr. Nil 3,66,227 Cr. 4 Dhanada Education Pvt.. Ltd. (Group Company) Interest Payable 72,627 Cr. Nil 72,627 Dr. Nil 5 Dhanada Clean Energy India Pvt.. Ltd. Unsecured Loan Given 48,652 Dr. Nil Nil 48,652 Dr.

6Dhanada Holding Pvt.. Ltd. (Ultimate Holding Company)

Office Rent / Admin. Charges

139,996 Cr. Nil 68,300 Dr. 71,696 Cr.

13. Impairment of Fixed Assets:

There are no impairment of assets in the current year.

14. Company has availed Loans from the Holding Company - Dhanada Corporation Limited in the past from time to time. As on 31st March, 2015 the entire amount of Loan and interest payable thereon ` 2,20,60,200 payable to the Holding Company has been converted into 22,06,020 Fully Paid Up Equity Shares of the Company and the same were allotted to the Holding Company.

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15. Events occurring after Balance Sheet Date:

No any significant events, which could affect the financial position as on 31st March 2015 have been reported by the Company after the balance sheet date till signing of the report.

The Company has presently discontinued its manufacturing operations and sold some of the assets due to

liquidity and working capital constraints.

16. 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. As the unit has defaulted in payment of statutory dues and term loan and cash credit account there may be penalties in this respect, which are not provided in books of accounts.

17. 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 Nitin G Pargaonkar(Proprietor) Chairman Managing DirectorM. No. 044537 (DIN : 00007580) (DIN : 00022704)

Place: Pune Mrs. Veena R Havele Date: 30th May 2015 Director (DIN : 00007593)

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DHANADA EDUCATION PRIVATE LIMITED(A Subsidiary Company)

Dhanada Education Private Limited (a Subsidiary Company)

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Board of Directors : Ramesh Havele, Chairman (DIN : 00007580)Veena Havele (DIN : 00007593) Shreeniwas Kale (DIN : 00150957) 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 Email :info@dhanadaedu.com Website :www.dhanadaedu.com

Dhanada Education Private Limited (a Subsidiary Company)

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To,The Members,DHANADA EDUCATION PRIVATE LIMITED

The Board of Directors of your Company has pleasure in presenting the 7th Annual Report of the Company together with the Audited statements of accounts for the year ended on 31st March 2015.

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

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

(` in Lacs)

Particulars 2014 – 2015 2013 – 2014 Turnover Nil 14.84Other Revenue 0.69 21.47Employee Benefit Expenses Nil 19.57Finance Cost (Bank Charges) 11.76 27.34Depreciation 1.60 3.00Profit/ (loss) before Tax (13.97) (58.58)Provision for Tax Nil NilProfit/ (loss) after Tax (13.97) (58.58)

2. Dividend:

In view of the losses, the Board of Directors does not recommend any dividend for the year ended on 31st March 2015.

3. Reserves:

No amount is proposed to be transferred to the Reserves.

4. StateoftheCompany’sAffairs:

The Company is engaged in the field of education and training. The performance of the Company has been affected due to shortage of finance. The Company was non – operational during the year. It has suffered losses.

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

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

6. Materialchangesandcommitments,ifany,affectingthefinancialpositionoftheCompanywhichhaveoccurredbetweentheendofthefinancialyearoftheCompanytowhichthefinancialstatementsrelateand the date of the report:

Nil. No such material changes and commitments have occurred.

7. Detailsofsignificantandmaterialorderspassedby theregulators /courts / tribunals impacting thegoingconcernstatusandtheCompany’soperationsinfuture:

Nil. No such orders are passed.

8. StatementinrespectofadequacyofinternalfinancialcontrolswithreferencetotheFinancialStatements:

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

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

The Company has no Subsidiary / Associate Company / Joint Venture. 10. Performanceandfinancialpositionofeachofthesubsidiaries,associatesandjointventurecompanies

includedintheconsolidatedfinancialstatement:

Not Applicable.

DIRECTORS’ REPORT

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11. Deposits:

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

12. Share Capital:

During the year, the Company has issued 1281750 Equity shares of ` 10/- to Dhanada Corporation Ltd., Parent Company, at par, against the unsecured loan taken from it along with the interest accrued thereon.

13. Statutory Auditors:

M/s. M. G. Kelkar & Co., Chartered Accountants, Pune were appointed as Statutory Auditors of the Company in the 6th Annual General Meeting held on 30th September 2014 to hold office till the conclusion of 11th Annual General Meeting. Pursuant to Section 139(1) of the Companies Act, 2013, the Company will place the matter related to such appointment for ratification by the members at the ensuing annual general meeting. The Company has received eligibility certificate from the said Auditors in accordance with the provisions of Section 141 of the Companies Act, 2013.

14. Explanationsorcommentsonqualification,reservationoradverseremarkordisclaimer inAuditor’sReport:

Statutory Dues

Due to financial difficulties the Company could not pay statutory dues. However, the Company will settle the dues shortly.

Depreciation not charged as per Schedule II of the Companies Act, 2013

The Company is not operational and has no employees. Being a subsidiary of a listed company the Company had to finalise its accounts within a short time. This led to the oversight of not charging depreciation as per Schedule II of the Act.

The Company is in education field and has a very small asset base. As such the difference between the amount

of depreciation calculated as per Schedule II of the Act and by WDV method at the rates and in the manner specified in the Income Tax Act, 1961 will be negligible. Also its impact on the financial results of the Company will not be significant. The Company would rectify the error in the current year.

15. Extract of the Annual Return:

The extract of annual return as on the financial year ended on 31st March 2015 in Form No. MGT-9 is enclosed and forms part of the Directors’ Report.

16. Conservation of energy, technology absorption, foreign exchange earnings 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 abroad.

Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil

17. Directors:

Mrs. Veena R. Havele (DIN 00007593) retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Your Directors recommend her appointment. No changes made in the Directors of the Company during the year under review.

18. Number of meetings of Board of Directors:

During the financial year 2014 – 2015, 4 (Four) meetings of the Board of Directors were held.

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19. Particulars of loans, guarantees or investments under Section 186:

The Company has not made any investments or given guarantees or provided securities to other bodies corporate or persons falling under the provisions of Section 186 of the Act. However, the Company has given loans. The particulars of such loans are given in the notes to the financial statements provided in the Annual Report.

20. Particularsofcontractsorarrangementswithrelatedparties:

The Company has not entered into any contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013.

21. Corporate Social Responsibility:

Not Applicable.

22. Particulars of employees:

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

23. RiskManagement:

The Board of Directors, from time to time, reviews the operations of the Company and identifies risks / hazards which may threaten the existence of the Company and takes appropriate actions to manage the risks and minimize their adverse impact on the operations of the Company.

24. Directors’ResponsibilityStatement:

The Directors of the Company hereby state that:

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

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

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

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

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

25. Acknowledgements:

The Directors express their sincere thanks to Dhanada Corporation Ltd., Parent Company and stakeholders for their continued support.

For and on behalf of the Board of Directors DHANADA EDUCATION PRIVATE LIMITED

Place : Pune Ramesh R. HaveleDate : 14th August 2015 Chairman (DIN 00007580)

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Form No. MGT-9EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March 2015

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

I. Registration and other details:

i CIN U80903PN2008PTC132721ii Registration Date 29.08.2008iii Name of the Company DHANADA EDUCATION PRIVATE LIMITED

iv Category / Sub-Category of the CompanySubsidiary of Public Company / Limited by shares / having share capital

v

Address of the Registered office and contact details

Name of the personDesignationTele No.Email id

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

Ramesh R. HaveleDirector(020) 25462408dhanada@dhanadacorp.com

vi Whether listed company Yes / No

vii Name, Address and Contact details of Registrar and Transfer Agent, if any

Nil

II. Principal business activities of the company:

The Company was non – operational during the year. All the Business activities contributing 10% or more of the total turnover of the company are:-

Sr. No.Name and Description ofmain products / services

NIC Code of theProduct/ service

% to total turnover of the company

-------------------------- Nil ---------------------

III. Particulars of holding, subsidiary and associate companies:

Sr.No.

Name and Address ofthe company

CIN/GLNHolding/

Subsidiary/Associate

% of sharesheld

Applicable section

1

Dhanada Corporation Ltd.“Dhanada”, 16/6, Erandwana Hsg. Soc., Plot No. 8, Patwardhan Baug, Pune – 411004.

L55101PN1986PLC133909 Holding 99.23% 2(46)

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IV. Share holding pattern (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding

Category ofShareholders

No. of Shares held at thebeginning of the year

No. of Shares held at the end ofthe year

%Changeduring

the yearDemat Physical Total% of Total

SharesDemat Physical Total

% of TotalShares

A. Promoters(1) Indiana)Individual/HUF Nil 10000 10000 44.37% Nil 10000 10000 0.77% Nilb) Central Govt Nil Nil Nil Nil Nil Nil Nil Nil Nilc) State Govt(s) Nil Nil Nil Nil Nil Nil Nil Nil Nild) Bodies Corp. Nil 12500 12500 55.46% Nil 1294250 1294250 99.23% +43.77%e) Banks / FI Nil Nil Nil Nil Nil Nil Nil Nil Nilf)Any Other Nil Nil Nil Nil Nil Nil Nil Nil NilSub-total (A) (1):- Nil 22500 22500 99.83% Nil 1304250 1304250 100% +43.77%(2) Foreigna) NRIs - Individuals Nil Nil Nil Nil Nil Nil Nil Nil Nilb)Other Individuals Nil Nil Nil Nil Nil Nil Nil Nil Nilc) Bodies Corp. Nil Nil Nil Nil Nil Nil Nil Nil Nild) Banks / FI Nil Nil Nil Nil Nil Nil Nil Nil Nile)Any Other Nil Nil Nil Nil Nil Nil Nil Nil NilSub-total (A) (2):- Nil Nil Nil Nil Nil Nil Nil Nil NilTotal shareholding of Promoter (A) = (A)(1)+(A)(2)

Nil 22500 22500 99.83% Nil 1304250 1304250 100% +43.77%

B. Public Shareholding1. Institutionsa) Mutual Funds Nil Nil Nil Nil Nil Nil Nil Nil Nilb) Banks / FI Nil Nil Nil Nil Nil Nil Nil Nil Nilc) Central Govt Nil Nil Nil Nil Nil Nil Nil Nil Nild) State Govt(s) Nil Nil Nil Nil Nil Nil Nil Nil Nile) Venture Capital Funds Nil Nil Nil Nil Nil Nil Nil Nil Nilf) Insurance Companies Nil Nil Nil Nil Nil Nil Nil Nil Nilg) FIIs Nil Nil Nil Nil Nil Nil Nil Nil Nilh)Foreign Venture Capital Funds Nil Nil Nil Nil Nil Nil Nil Nil Nili)Others (specify) Nil Nil Nil Nil Nil Nil Nil Nil NilSub-total (B)(1):- Nil Nil Nil Nil Nil Nil Nil Nil Nil2.Non-Institutionsa) Bodies Corp. Nil Nil Nil Nil Nil Nil Nil Nil Nili) Indian Nil Nil Nil Nil Nil Nil Nil Nil Nilii) Overseas Nil Nil Nil Nil Nil Nil Nil Nil Nilb) Individuals Nil Nil Nil Nil Nil Nil Nil Nil Nili) Individual shareholders holding nominalshare capital upto ` 1 lakh

Nil 40 40 0.17% Nil 40 40 0.00% Nil

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

Nil Nil Nil Nil Nil Nil Nil Nil Nil

c) Others (specify) Nil Nil Nil Nil Nil Nil Nil Nil NilSub-total (B)(2):- Nil 40 40 0.17% Nil 40 40 0.00% NilTotal Public Shareholding(B)=(B)(1)+(B)(2)

Nil 40 40 0.17% Nil 40 40 0.00% Nil

C. Shares held by Custodian for GDRs & ADRs

Nil Nil Nil Nil Nil Nil Nil Nil Nil

Grand Total (A+B+C) Nil 22540 22540 100% Nil 1304290 1304290 100% +43.77%

ii. Shareholding of Promoters

Sr.No.

Shareholder’s Name

Share holding at the beginning of the year Share holding at the end of the year% change in shareholding during the

year

No.of

Shares

% of totalShares of the

company

%of Shares Pledged /

encumberedto total shares

No. ofShares

% of totalShares of the

company

%of Shares Pledged / encumberedto total shares

1 Mr. Ramesh R. Havele 5000 22.19% Nil 5000 0.39% Nil Nil2. Mrs. Veena R. Havele 5000 22.18% Nil 5000 0.38% Nil Nil3. Dhanada Corporation Limited 12500 55.46% Nil 1294250 99.23% Nil +43.77%

Total 22500 99.83% Nil 1304250 100% Nil +43.77%

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iii. Change in Promoters’ Shareholding (please specify, if there is no change)

Sl.No.

ParticularsShareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares% of total shares of

the companyNo. of shares

% of total shares of the company

1 Dhanada Corporation Ltd.At the beginning of the year 12500 55.46%Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

+1281750 Allotment of shares made on 31.03.2015

+43.77% 1281750 +43.77%

At the end of the year 1294250 99.23%

iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sl.No.

For Each of the Top 10Shareholders

Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares% of totalshares of

the companyNo. of shares

% of total shares of the company

1 Mr. Ramesh M. PradhanAt the beginning of the year 10 0.05%Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):

Nil N.A. Nil N.A.

At the End of the year (or on the date of separation, if separated during the year)

10 0.00%

2 Mrs. Kishori S. MaratheAt the beginning of the year 10 0.04%Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):

Nil N.A. Nil N.A.

At the End of the year (or on the date of separation, if separated during the year)

10 0.00%

3 Mr. Rahul W. SuravaseAt the beginning of the year 10 0.04%Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):

Nil N.A. Nil N.A.

At the End of the year (or on the date of separation, if separated during the year)

10 0.00%

4 Mr. Prafulla A. MadiwaleAt the beginning of the year 10 0.04%Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):

Nil N.A. Nil N.A.

At the End of the year (or on the date of separation, if separated during the year)

10 0.00%

v. Shareholding of Directors and Key Managerial Personnel:

Sl.No.

For Each ofthe Directors and KMP

Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares% of total shares of

the companyNo. of shares

% of total shares ofthe company

1. Mr. Ramesh R. HaveleAt the beginning of the year 5000 22.19%Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

Nil Nil Nil Nil

At the End of the year 5000 0.39% Nil Nil2. Mrs. Veena R. Havele

At the beginning of the year 5000 22.18%Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

Nil Nil Nil Nil

At the End of the year 5000 0.38%3. Mr. Shreeniwas G. Kale

At the beginning of the year Nil Nil Nil NilDate wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

Nil Nil Nil Nil

At the End of the year Nil Nil

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V. Indebtedness

Indebtedness of the Company including interest outstanding/accrued but not due for payments

ParticularsSecured Loans

excludingdeposits

UnsecuredLoans

DepositsTotal

Indebtedness

Indebtedness at the beginning of the financial year i) Principal Amount 9,00,000 92,41,500 Nil 1,01,41,500ii) Interest due but not paid 41,980 29,45,915 Nil 29,87,895iii)Interest accrued but not due Nil Nil Nil NilTotal (i+ii+iii) 9,41,980 1,21,87,415 Nil 1,31,29,395Change in Indebtedness during the financial year• Addition• (Reduction)

Nil(9,00,000)

6,94,741(88,30,249)

NilNil

6,94,741(97,30,249)

Net Change (9,00,000) (81,35,508) Nil (90,35,508)Indebtedness at the end of the financial yeari) Principal Amount Nil 11,05,992 Nil 11,05,992ii) Interest due but not paid Nil Nil Nil Niliii)Interest accrued but not due Nil Nil Nil NilTotal (i+ii+iii) Nil 11,05,992 Nil 11,05,992

VI. Remuneration of directors and Key Managerial Personnel

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl.no.

Particulars of RemunerationName of MD/WTD/

ManagerTotal amount (`)

1.

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

Nil

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

2. Stock Option3. Sweat Equity

4.Commission- as % of profit-others, specify

5. Others, please specifyTotal (A)Ceiling as per the Act

B. Remuneration to other directors:

Sl. no.

Particulars of Remuneration Name of Directors Total Amount

Independent Directors Fee for attending board / committee meetings Commission, Others, please specify

Nil

Total(1)Other Non-Executive Directors Fee for attending board / committee meetings Commission, Others, please specifyTotal(2)Total(B)=(1+2)Total Managerial RemunerationOverall Ceiling as per the Act

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C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Sl. no.

Particulars of RemunerationKey Managerial Personnel

CEOCompany Secretary

CFO Total

1.

Gross salary Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961Value of perquisites u/s 17(2) Income-tax Act, 1961 Profits in lieu of salary under section 17(3) Income tax Act, 1961

Nil2 Stock Option3. Sweat Equity

4.Commission - as % of profit - others, specify.

5. Others, please specifyTotal

VII. Penalties / Punishment / Compounding of offences

TypeSection of the

Companies ActBrief

Description

Details of Penalty / Punishment/

Compounding fees imposed

Authority [RD / NCLT/

COURT]

Appeal made, if any (give Details)

A. COMPANYPenalty Nil Nil Nil Nil Nil

Punishment Nil Nil Nil Nil Nil

Compounding Nil Nil Nil Nil NilB. DIRECTORSPenalty Nil Nil Nil Nil NilPunishment Nil Nil Nil Nil NilCompounding Nil Nil Nil Nil NilC. OTHER OFFICERS IN DEFAULTPenalty Nil Nil Nil Nil NilPunishment Nil Nil Nil Nil NilCompounding Nil Nil Nil Nil Nil

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To The Members of Dhanada Education Private Limited

Report on the Financial Statements We have audited the accompanying standalone financial statements of DHANADA EDUCATION PRIVATE LIMITED (“the Company”), which comprise the Balance Sheet as at March 31st, 2015 and the Statement of Profit and Loss, for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’sresponsibilityfortheFinancialStatements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these standalone 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 specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, 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’sResponsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143 (10) of the Act. 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 of 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 financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, 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 on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the affairs of the Company as at March 31, 2015; and its Loss for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the said order.

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

a) we have sought and obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

INDEPENDENT AUDITOR’S REPORT

Dhanada Education Private Limited (a Subsidiary Company)

104

ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

b) in our opinion, proper Books of Account as required by law have been kept by the Company so far as appears from our examination of those books;

c) the Balance Sheet and the statement of Profit and Loss dealt with by this Report are in agreement with the Books of Account;

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

e) on the basis of written representations received from the directors, as on March 31st, 2015 and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31st, 2015 from being appointed as a Director in terms of Section 164 (2) of the Act; and

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

i. According to the information and explanation given to us the Company does not have any pending litigations which will have an impact on its financial position.

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

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

For M.G.Kelkar & Co. Chartered Accountant (Firm Registration No. 116449W)

Mukund G. KelkarPlace: Pune ProprietorDate: 30th May 2015 Membership No. 036267

_________________________________________________________________________________________________________

AnnexuretotheIndependentAuditors’Report

The Annexure referred to in our Independent Auditors’ Report to the members of the Company on the standalone financial statements for the year ended 31st March, 2015, we report that:

i) a) The Company has maintained proper records showing full particulars, including quantitative details and situations of its Fixed Assets.

b) According to the information and explanation given to us, the Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified during the year. No material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regards to the size of the Company and the nature of its assets.

ii) a) There are no Inventories and as such this clause regarding physical verification thereof is not applicable.

b) As there are no Inventories this clause of procedures of physical verification of inventory followed by the management whether are reasonable and adequate in relation to the size of the Company and the nature of its business, is not applicable.

iii) The company has granted loans to the parties covered in the registered under section 189 of companies Act 2013. Balance outstanding as on 31st March, 2015; from group companies - namely Dhanada Engineering Pvt.. Ltd. and Dhanada Clean Energy (India) Pvt.. Ltd., was ` 3,66,227 and ` 3,41,000 respectively.

iv) In our opinion and accordingly to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness in the internal control system during the course of the audit.

Dhanada Education Private Limited (a Subsidiary Company)

ANNUAL REPORT 2015

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DHANADACORPORATION

LIMITED

v) The Company has not accepted any deposit from public

vi) The Central Government has not prescribed maintenance of cost records under sub section (1) of Section 148 of the Act.

vii) a) Undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of excise, value added tax, cess and other statutory dues have not been regularly deposited with the appropriate authorities and there have serious delays in large number of cases.

b) According to the information and explanations given to us, and according to the books and records as produced and examined by us following undisputed statutory dues without considering interest accrued thereon were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

Sr. No.

Name of statutory duesNature of

duesTotal (in `)

Period to which it relates

Whether paid before balance sheet singing

1TDS Payable under the Income Tax Act

TDS 6,32,792April 2013 to March

2014No

2TDS payable under the Income Tax Act.

TDS 34,104April 2013 to March

2014No

3 Professional Tax Act PT 33,125April 2013 to March

2014No

4 Service Tax ST 52,218April 2013 to March

2014No

c) According to the information and explanation given to us, there are no amounts required to transfer to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

viii) According to the information and explanations given to us, the Company does have accumulated losses at the

end of financial year and has incurred cash losses during the current financial year and immediately preceding financial year.

ix) As the Company has no outside borrowings from Banks or Financial Institutions the provision regarding reporting of default if any on repayment thereof is not applicable.

x) In our opinion and according to information and explanation given to us, the Company has not given any guarantees for loans taken by others from banks or financial Institution.

xi) As the Company do not have any outside borrowings, the provision of application of term loans for the purpose for which the loans were obtained, is not applicable.

xii) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported to us during the year by the management.

For M.G.Kelkar & Co. Chartered Accountant (Firm Registration No. 116449W)

Mukund G. KelkarPlace: Pune ProprietorDate: 30th May 2015 Membership No. 036267

Dhanada Education Private Limited (a Subsidiary Company)

106

ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

Particulars Note NoAs at

31st March 2015`

As at31st March 2014

`I. EQUITY AND LIABILITIES(1) Shareholder's Funds(a) Share Capital 1 1,30,42,900.00 2,25,400.00(b) Reserves and Surplus 2 (1,47,18,423.62) (1,33,21,549.74)(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 11,05,992.06 1,01,83,479.46(b) Trade payables 5 8,24,166.65 14,00,326.93(c) Other current liabilities 6 8,70,944.86 37,01,153.46(d) Short-term provisions 7 12,71,126.66 13,74,804.06

Total 24,03,706.61 35,70,614.17II. ASSETS(1) Non-current assets(a) Fixed assets 8 5,81,975.62 7,38,965.76 (i) Tangible assets 2,107.28 5,268.17 (ii) Intangible assets - - (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 8,75,000.00(e) Other non-current assets

(2) Current assets - -(a) Current investments - -(b) Inventories - -(c) Trade receivables 10 15,000.00 15,300.00(d) Cash and cash equivalents 11 1,62,010.76 10,00,076.00(e) Short-term loans and advances 12 7,08,226.72 6,40,255.00(f) Other current assets 13 59,386.23 2,95,749.24

Total 24,03,706.61 35,70,614.17Significant 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 (DIN : 00007580) (DIN : 00007593) Place : Pune Date : 30th May 2015

BALANCE SHEET AS AT 31ST MARCH 2015

Dhanada Education Private Limited (a Subsidiary Company)

ANNUAL REPORT 2015

107

DHANADACORPORATION

LIMITED

Particulars Note NoYear ended

31st March 2015`

Year ended31st March 2014

`

I. Revenue from operations 14 - 14,83,804.00

II. Other Income 15 68,523.00 21,46,905.75

III. Total Revenue (I + II) 68,523.00 36,30,709.75

IV. Expenses:

Cost of materials consumed - -

Changes in inventories of work-in-progress - -

Employee benefit expense 16 - 19,57,284.00

Financial costs 17 11,75,993.00 27,34,212.44

Depreciation and amortization expenses 8 1,60,151.03 2,99,598.43

Other expenses 18 1,29,252.85 44,97,385.30

Total Expenses 14,65,396.88 94,88,480.17

V. Profit/(Loss) before exceptional and extraordinary items and tax (III - IV) (13,96,873.88) (58,57,770.42)

VI. Exceptional Items - -

VII. Profit/(Loss) before extraordinary items and tax (V - VI) (13,96,873.88) (58,57,770.42)

VIII. Extraordinary Items - -

IX.Profit/(Loss)beforetax(VII-VIII) (13,96,873.88) (58,57,770.42)

X. Tax expense:

(1) Current tax - -

(2) Deferred tax - -

XI. Profit/(Loss) for the period from continuing operations (IX-X) (13,96,873.88) (58,57,770.42)

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

XIII. Tax expense of discounting operations - -

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

XV.Profit/(Loss)aftertaxfortheperiod(XI+XIV) (13,96,873.88) (58,57,770.42)

XVI. Earning per equity share: Basic and Diluted -1.07 -259.88

Significant Accounting Policies 19 A

Notes on Accounts 19 BAs 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 (DIN : 00007580) (DIN : 00007593) Place : Pune Date : 30th May 2015

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED ON 31ST MARCH 2015

Dhanada Education Private Limited (a Subsidiary Company)

108

ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

ParticularsYear ended

31st March 2015`

Year ended31st March 2014

`(A) CASH FLOW FROM OPERATING ACTIVITY

Net Profit before tax and Extra-ordinary items (13,96,873.88) (58,57,770.42)Adjustments for:Depreciation 1,60,151.03 2,99,598.43 Interest Expenses 11,57,058.00 25,60,969.00 Interest Received - (1,01,218.87)Dividend Received - -Operating profit before Working Capital changes (79,664.85) (30,98,421.86)Adjustments for:Decrease/(Increase) in Trade & Other Receivables 300.00 66,055.00 Decrease/(Increase) in Inventories - -Loans & Advances 1,68,391.29 (3,54,034.02)Increase/(Decrease) in Trade & Other Payables (35,10,046.28) 33,61,808.22 Cash generated from operations (34,21,019.84) (24,592.66)Taxes Paid - - Cash flow before extra-ordinary items (34,21,019.84) (24,592.66)Exceptional Items - -(Profit)/Loss on Disposal of Fixed Assets (Net) - -Misc. Expenses Written off - -NetCashFlowfromOperatingActivity (34,21,019.84) (24,592.66)

(B) CASH FLOW FROM INVESTING ACTIVITY(Purchase) of Fixed Assets - (5,35,817.00)Sale of Fixed Assets - -(Purchase) of Investments - -Sale of Investments - -Interest Revived - 1,01,218.87 Dividend Received - -NetCashFlowfromInvestingActivity - (4,34,598.13)

(C) CASH FLOW FROM FINANCING ACTIVITYProceeds from/(Repayment of) Borrowings (Net) 37,40,012.60 30,20,073.79 Proceeds from issue of Equity Shares - -Share Premium Received on issue of Equity Shares - -Interest and Finance charges paid (11,57,058.00) (25,60,969.00)

NetCashFlowfromFinancingActivity 25,82,954.60 4,59,104.79 (D) NET INCREASE IN CASH AND CASH EQUIVALENT (8,38,065.24) (86.00)

(Refer to Cash & Bank Balance)

Cash and Cash Equivalent as on 01-04-2014 10,00,076.00 10,00,162.00 Cash and Cash Equivalent as on 31-03-2015 1,62,010.76 10,00,076.00

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

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 (DIN : 00007580) (DIN : 00007593) Place : Pune Date : 30th May 2015

CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31ST MARCH 2015

Dhanada Education Private Limited (a Subsidiary Company)

ANNUAL REPORT 2015

109

DHANADACORPORATION

LIMITED

NOTE - 1 : SHARE CAPITAL(A) AuthorisedParticulars As at 31st March 2015 As at 31st March 2014

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 UpParticulars As at 31st March 2015 As at 31st March 2014

Nos Amount Nos AmountEquity shares of ` 10/- each with voting rights 13,04,290 1,30,42,900.00 22,540 2,25,400.00

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

As at 31st March 2015 As at 31st March 2014Nos Amount Nos Amount

Shares outstanding at the beginning of the year 22,540 2,25,400.00 22,540 2,25,400.00 Shares Issued during the year 12,81,750 1,28,17,500.00 - -Shares outstanding at the end of the year 13,04,290 1,30,42,900.00 22,540 2,25,400.00

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

31st March 2015As at

31st March 2014Nos Nos

Equity Shares:Dhanada Corporation Limited Holding Company 12,94,250 12,500

Total 12,94,250 12,500

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

As at 31st March 2015 As at 31st March 2014No of Shares

held% of holding No of Shares

held% of holding

Dhanada Corporation Limited 12,94,250 99.23 12,500 55.46 Ramesh R.Havale 5,000 0.39 5,000 22.18 Mrs. Veena R. Havele 5,000 0.38 5,000 22.18

Total 13,04,250 100 22,500.00 99.82

NOTE - 2 : RESERVES AND SURPLUS

Particulars As at 31st March 2015

As at 31st March 2014

SurplusOpening balance (1,33,21,549.74) (74,63,779.32)(+) Net Profit/(Net Loss) For the current year (13,96,873.88) (58,57,770.42)

Total (1,47,18,423.62) (1,33,21,549.74)

NOTE - 3 : LONG TERM PROVISIONSParticulars As at

31st March 2015As at

31st March 2014 Income Tax Provision for F.Y. 2008-09 7,000.00 7,000.00

Total 7,000.00 7,000.00

Dhanada Education Private Limited (a Subsidiary Company)

110

ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

NOTE - 4 : SHORT TERM BORROWINGSParticulars As at

31st March 2015As at

31st March 2014 a. Secured Short Term Borrowings

Loan against FD from HDFC Bank Ltd. - 9,41,979.62 b. Unsecured Loans Dhanada Corporation Limited - 81,69,311.00 Havale Ramesh Ramchandra 11,05,992.06 10,72,188.84

Total 11,05,992.06 1,01,83,479.46

NOTE - 5 : TRADE PAYABLESParticulars As at

31st March 2015As at

31st March 2014

Trade Payables for Services and Expenses 8,24,166.65 14,00,326.93

NOTE - 6 : OTHER CURRENT LIABILITIES Particulars As at

31st March 2015As at

31st March 2014Statutory Liabilities PayableTDS Payable - 2012-13 6,32,792.00 6,32,792.00 TDS Payable - 2014-15 1,15,706.00 -TDS Payable on Salary 34,104.00 34,104.00 Professional Tax Payable 33,125.00 33,125.00 Service Tax Payable FY 2013 - 14 55,217.86 55,217.86 Interest PayableDhanada Corporation Ltd. - Interest Payable - 29,45,914.60

Total 8,70,944.86 37,01,153.46 NOTE - 7 : SHORT TERM PROVISIONS Particulars As at

31st March 2015As at

31st March 2014 Audit Fees Payable 8,427.00 5,618.00 Office Rent / Administrative Charges Payable 1,98,000.00 1,98,000.00 Electricity Expenses Payable - 4,594.00 Salary & Wages Payable 10,64,699.66 11,60,234.66 Telephone & Mobile Expenses Payable - 6,357.40

Total 12,71,126.66 13,74,804.06 NOTE - 9 : OTHER NON-CURRENT ASSETS Particulars As at

31st March 2015As at

31st March 2014Atul S. Rakshe (HUF) Building Deposit 8,75,000.00 8,75,000.00

Total 8,75,000.00 8,75,000.00NOTE - 10 : TRADE RECEIVABLESParticulars As at

31st March 2015As at

31st March 2014Tata Autocomp Systems Ltd. 15,000.00 15,000.00 Amrut Vahini College of Engg. - 300.00

Total 15,000.00 15,300.00

NOTE - 11 : CASH AND CASH EQUIVALENT Particulars As at

31st March 2014As at

31st March 2013A. Balances with Banks

HDFC Bank Ltd. - Current Account 1,61,934.76 - HDFC Bank Ltd. - Fixed Deposit - 10,00,000.00 B. Cash on Hand 76.00 76.00

Total 1,62,010.76 10,00,076.00

Dhanada Education Private Limited (a Subsidiary Company)

ANNUAL REPORT 2015

111

DHANADACORPORATION

LIMITED

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Dhanada Education Private Limited (a Subsidiary Company)

112

ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

NOTE - 12 : SHORT TERM LOANS & ADVANCES Particulars As at

31st March 2015As at

31st March 2014Just Dial Ltd. (Deposit) - 4,655.00 Mohan K. Date - Build. Deposit 1,000.00 1,000.00 Dhanada Engineering Private Limited 3,66,226.72 2,93,600.00 Dhanada Clean Energy (India) Pvt.. Ltd. 3,41,000.00 3,41,000.00

Total 7,08,226.72 6,40,255.00

NOTE - 13 : OTHER CURRENT ASSETS Particulars As at

31st March 2015As at

31st March 2014TDS on Bank Interest FY 2008 - 09 17,608.77 17,608.77 TDS on Bank Interest FY 2012 - 13 24,913.76 24,913.76 TDS on Bank Interest FY 2013 - 14 16,863.70 16,863.70 Shukla Praveen - Advance Salary - 12,035.00 Accrued Interest - HDFC Bank (19195) - 1,51,701.01 Dhanada Engineering Ltd. - Interest Receivable - 72,627.00

Total 59,386.23 2,95,749.24NOTE - 14 : REVENUE FROM OPERATIONSParticulars As at

31st March 2015As at

31st March 2014Course Fees Received - 14,83,804.00

Total - 14,83,804.00

NOTE - 15 : OTHER INCOMEParticulars As at

31st March 2015As at

31st March 2014Creditors written back 68,523.00 20,45,686.88Interest on Bank Fixed Deposit 0.00 1,01,218.87

Total 68,523.00 21,46,905.75

NOTE - 16: EMPLOYEE BENEFIT EXPENSESParticulars Year Ended

31st March 2015Year Ended

31st March 2014Basic Salary and incentives - 5,66,381.00 Conveyance Allowance - 1,53,900.00 Dearness Allowance - 3,50,334.00 House Rent Allowance - 3,50,334.00 Leave Travel Allowance - 95,511.00 Local Travel Allowance - 26,805.00 Medical Allowance - 70,063.00 Other Allowances - 1,25,274.00 Stipend - 1,51,000.00 Books & Periodicals Allowance - 47,023.00 Arrears of Salary - 20,659.00

Total - 19,57,284.00NOTE - 17 : FINANCIAL COSTParticulars Year Ended

31st March 2015Year Ended

31st March 2014Interest on Bank Overdraft 18,935.00 91,299.44 Interest on Late Payment of Taxes - 58,158.00 Interest on Loan to Holding Company 11,57,058.00 25,60,969.00 Interest to Vendors - 23,786.00

Total 11,75,993.00 27,34,212.44

Dhanada Education Private Limited (a Subsidiary Company)

ANNUAL REPORT 2015

113

DHANADACORPORATION

LIMITED

Dhanada Education Private Limited (a Subsidiary Company)

NOTE - 18 : OTHER EXPENSES

Particulars Year Ended31st March 2015

Year Ended31st March 2014

Advertisement Expenses - 46,575.00 AMC for Lift - 12,400.85 Bank Charges 28,851.63 2,022.48 Computer Consumables & Stationery 800.00 700.00 Electricity Charges 2,406.00 38,174.00 Furniture Rent - 61,260.00 Housekeeping Expenses - 62,124.00 Miscellaneous & Entertainment Expenses - 8,339.00 Legal & Professional Charges 35,472.00 91,671.00 Audit Fees 2,809.00 2,500.00 Office Expenses 10,315.40 70,600.94 Office Rent - 31,98,000.00 Postage & Courier Charges - 1,855.00 Printing & Stationery - 1,32,388.00 Repairs & Maintenance - 51,464.00 ROC Filling Fees 7,800.00 2,000.00 Security Expenses - 2,32,000.00 Telephone & Mobile Expenses 21,696.82 1,54,730.03 Training Charges - 1,56,000.00 Travelling Expenses - 1,04,869.00 Virtual Center Expenses - 27,319.00 Website Development Expenses - 35,419.00 Website Maintainance Charges 19,102.00 4,974.00

Total 1,29,252.85 44,97,385.30

NOTE-19A:SignificantAccountingPoliciesandNotestoAccountsfortheyearendedon31stMarch,2015.

A. SignificantAccountingPolicies:-

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 all Assets on the Written Down Value Method at the rates and in the manner specified in the Income Tax Act, 1961; proportionate from the date they are put to use and the same has not been provided for as stipulated by Schedule II to the Companies Act, 2013.

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.

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B. Notes to Accounts for the Financial Year 2014 – 2015.

1. No Provision for Taxation made for the Financial Year 2014 – 2015 due to loss.

2. Auditor’s RemunerationSr. No. Particulars 2014 - 15 2013 - 141 Audit Fees 2,500.00 2,500.002 Service Tax 309.00 309.00

Total 2,809.00 2,809.00

3. Related Party Transactions:-Name of Party Nature of Transaction Opening Balance as

on 01.04.2014Receipts during the

YearPayments during

the yearBalance Outstanding

31st March 2015Holding CompanyDhanada Corporation Ltd. Unsecured Loan taken 81,69,311.00 Cr 46,48,205 Cr. 1,28,17,516 Dr Nil

Dhanada Corporation LtdInterest payable on Unsecured Loan

29,45,914.60 Cr Nil 29,45,914.60 Dr Nil

Dhanada Holdings Private Ltd. Administrative Charges 1,98,000.00 Cr Nil Nil 1,98,000.00 CrDirectorRamesh R. Havele Unsecured Loan taken 10,72,188.84 Cr 33,803.22 Cr. Nil 11,05,992.06 Cr

Group Company

Dhanada Engineering Pvt.. Ltd. Unsecured Loan Given 2,93,600.00 Dr 72,626.72 Dr Nil 3,66,226.72 Dr

Dhanada Engineering Pvt.. Ltd.Interest on Unsecured Loan Receivable

72,627.00 Dr Nil 72,627.00 Cr Nil

Dhanada Clean Energy (India) Pvt.. Ltd.

Unsecured Loan Given 3,41,000 Dr Nil Nil 3,41,000 Dr

4. Company has availed Loans from the Holding Company - Dhanada Corporation Limited in the past from time to time. As on 31st March, 2015 the entire amount of Loan of ` 1,28,17,500 payable to the Holding Company along with the Accrued Interest payable thereon has been converted into 12,81,750 Fully Paid Up Equity Shares of the Company and the same were allotted to the Holding Company.

5. 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) M.G. Kelkar Ramesh R. Havele Mrs. Veena R. HaveleProprietor Chairman Director Membership No. 036267 (DIN : 00007580) (DIN : 00007593) Place: Pune Date: 30th May 2015

Dhanada Education Private Limited (a Subsidiary Company)

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DHANADA CLEAN ENERGY (INDIA) PRIVATE LIMITED(A Subsidiary Company)

Dhanada Clean Energy (India) Private Limited (a Subsidiary Company)

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Board of Directors : Ramesh Havele, Chairman (DIN : 00007580) Sameer Sontakke (DIN : 00643845)Veena Havele (DIN : 00007593) Shreeniwas Kale (DIN : 00150957) Auditors : Dayananda Shetty & Co., Chartered Accountants Bankers :Punjab National Bank Ltd. Registered Office : Kiran 4, Sthairya Society, Karve Nagar,Pune 411 052. India

Corporate Office : ‘Dhanada’, 16/6,Erandwana Housing Society,Plot No. 8, Patwardhan Baug,Pune 411 004. IndiaTelefax : +91-20-25462408, 25460661 Email :dhanada@dhanadacorp.com Website :www.dhanadacorp.com

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To,The Members, DHANADA CLEAN ENERGY (INDIA) PRIVATE LIMITED

The Board of Directors of your Company has pleasure in presenting the 10th Annual Report of the Company together with the Audited statements of accounts for the year ended on 31st March 2015.

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

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

(` in Lacs)

Particulars 2014 – 2015 2013 – 2014 Turnover 2.48 12.13Other Revenue 1.51 0.10Employee Benefit Expenses 8.09 18.48Finance Cost (Bank Charges) 0.93 NilDepreciation 1.30 1.13Profit/ (loss) before Tax (9.52) (22.50)Provision for Tax 8.73 0.49Profit/ (loss) after Tax (0.78) (22.01)

2. Dividend:

In view of the losses, the Board of Directors does not recommend any dividend for the year ended on 31st March 2015.

3. Reserves:

No amount is proposed to be transferred to the Reserves.

4. StateoftheCompany’sAffairs:

The Company was non – operational during most of the year. It has suffered losses. The performance of the Company has been affected due to shortage of finance.

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

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

6. Materialchangesandcommitments,ifany,affectingthefinancialpositionoftheCompanywhichhaveoccurredbetweentheendofthefinancialyearoftheCompanytowhichthefinancialstatementsrelateand the date of the report:

Nil. No such material changes and commitments have occurred.

7. Detailsofsignificantandmaterialorderspassedby theregulators /courts / tribunals impacting thegoingconcernstatusandtheCompany’soperationsinfuture:

Nil. No such orders are passed.

8. StatementinrespectofadequacyofinternalfinancialcontrolswithreferencetotheFinancialStatements:

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

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

The Company has no Subsidiary / Associate Company / Joint Venture. 10. Performanceandfinancialpositionofeachofthesubsidiaries,associatesandjointventurecompanies

includedintheconsolidatedfinancialstatement:

Not Applicable.

DIRECTORS’ REPORT

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11. Deposits:

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

12. Share Capital:

During the year, the Company has issued 107130 Equity shares of ` 10/- to Dhanada Corporation Ltd., Parent Company, at par, against the unsecured loan taken from it along with the interest accrued thereon.

13. Statutory Auditors:

M/s. Dayananda Shetty & Co., Chartered Accountants, Pune were appointed as Statutory Auditors of the Company in the 9th Annual General Meeting held on 30th September 2014 to hold office till the conclusion of 14th Annual General Meeting. Pursuant to Section 139(1) of the Companies Act, 2013, the Company will place the matter related to such appointment for ratification by the members at the ensuing annual general meeting. The Company has received eligibility certificate from the said Auditors in accordance with the provisions of Section 141 of the Companies Act, 2013.

14. Explanationsorcommentsonqualification,reservationoradverseremarkordisclaimer inAuditor’sReport:

Statutory Dues:

Due to financial difficulties the Company could not pay statutory dues. However, the Company will settle the dues shortly.

15. Extract of the Annual Return:

The extract of annual return as on the financial year ended on 31st March 2015 in Form No. MGT-9 is enclosed and forms part of the Directors’ Report.

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

Since the nature of business of the Company is that of trading and consultancy, disclosure requirements concerning conservation of energy and technology absorption is not applicable to the Company.

Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil

17. Directors:

Mr. Ramesh R. Havele (DIN 00007580) retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Your Directors recommend his appointment. No changes made in the Directors of the Company during the year under review.

18. Number of meetings of Board of Directors:

During the financial year 2014 – 2015, 4 (Four) meetings of the Board of Directors were held.

19. Particulars of loans, guarantees or investments under Section 186:

The Company has not made any loan or investments or given guarantees or provided securities to other bodies corporate or persons falling under the provisions of Section 186 of the Act.

20. Particularsofcontractsorarrangementswithrelatedparties:

The Company has not entered into any contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013.

21. Corporate Social Responsibility:

Not Applicable.

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22. Particulars of employees:

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

23. RiskManagement:

The Board of Directors, from time to time, reviews the operations of the Company and identifies risks / hazards which may threaten the existence of the Company and takes appropriate actions to manage the risks and minimize their adverse impact on the operations of the Company.

24. Directors’ResponsibilityStatement:

The Directors of the Company hereby state that:

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

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

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

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

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

25. Acknowledgements:

The Directors express their sincere thanks to Dhanada Corporation Ltd., Parent Company and stakeholders for their continued support.

For and on behalf of the Board of Directors DHANADA CLEAN ENERGY (INDIA) PRIVATE LIMITED

Place : Pune Ramesh R. HaveleDate : 14th August 2015 Chairman (DIN 00007580)

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Form No. MGT-9EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March 2015

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

I. Registration and other details:

i CIN U72300PN2005PTC020891

ii Registration Date 16.06.2005

iii Name of the Company DHANADA CLEAN ENERGY (INDIA) PRIVATE LIMITED

iv Category / Sub-Category of the CompanySubsidiary of Public Company / Limited by shares / having share capital

v

Address of the Registered office and contact details

Name of the personDesignationTele No.Email id

Kiran 4, Sthairya Society, Karve Nagar, Pune – 411052.

Ramesh R. HaveleDirector(020) 25462408dhanada@dhanadacorp.com

vi Whether listed company Yes / No

vii Name, Address and Contact details of Registrar and Transfer Agent, if any

Nil

II. Principal business activities of the company:

The Company is engaged in the business of engaged into manufacture and selling of wind power driven turbines. All the Business activities contributing 10% or more of the total turnover of the company are:-

Sr. No.

Name and Description ofmain products / services

NIC Code of theProduct/ service

% to total turnover of the company

1 Solar Mobile Chargers 281 39

2 Professional Service Charges 749 60

III. Particulars of holding, subsidiary and associate companies:

Sr.No.

Name and Address ofthe company

CIN/GLN Holding/Subsidiary/Associate

% of sharesheld

Applicable section

1 Dhanada Corporation Ltd.“Dhanada”, 16/6, Erandwana Hsg. Soc., Plot No. 8, Patwardhan Baug, Pune – 411004.

L55101PN1986PLC133909 Holding 92.43% 2(46)

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IV. Share holding pattern (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding

Category of ShareholdersNo. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change

during the year

Demat Physical Total% of TotalShares

Demat Physical Total% of TotalShares

A. Promoters (1) Indiana)Individual/HUF Nil 9980 9980 39.92% Nil 9980 9980 7.55% Nilb) Central Govt Nil Nil Nil Nil Nil Nil Nil Nil Nilc) State Govt(s) Nil Nil Nil Nil Nil Nil Nil Nil Nild) Bodies Corp. Nil 15000 15000 60% Nil 122130 122130 92.43% +32.43%e) Banks / FI Nil Nil Nil Nil Nil Nil Nil Nil Nilf)Any Other Nil Nil Nil Nil Nil Nil Nil Nil NilSub-total (A) (1):- Nil 24980 24980 99.92% Nil 132110 132110 99.98% +32.43%(2) Foreigna) NRIs - Individuals Nil Nil Nil Nil Nil Nil Nil Nil Nilb)Other Individuals Nil Nil Nil Nil Nil Nil Nil Nil Nilc) Bodies Corp. Nil Nil Nil Nil Nil Nil Nil Nil Nild) Banks / FI Nil Nil Nil Nil Nil Nil Nil Nil Nile)Any Other Nil Nil Nil Nil Nil Nil Nil Nil NilSub-total (A) (2):- Nil Nil Nil Nil Nil Nil Nil Nil NilTotal shareholding of Promoter (A) = (A)(1)+(A)(2)

Nil 24980 24980 99.92% Nil 132110 132110 99.98% +32.43%

B. Public Shareholding1. Institutionsa) Mutual Funds Nil Nil Nil Nil Nil Nil Nil Nil Nilb) Banks / FI Nil Nil Nil Nil Nil Nil Nil Nil Nilc) Central Govt Nil Nil Nil Nil Nil Nil Nil Nil Nild) State Govt(s) Nil Nil Nil Nil Nil Nil Nil Nil Nile) Venture Capital Funds Nil Nil Nil Nil Nil Nil Nil Nil Nilf) Insurance Companies Nil Nil Nil Nil Nil Nil Nil Nil Nilg) FIIs Nil Nil Nil Nil Nil Nil Nil Nil Nilh)Foreign Venture Capital Funds Nil Nil Nil Nil Nil Nil Nil Nil Nili)Others (specify) Nil Nil Nil Nil Nil Nil Nil Nil NilSub-total (B)(1):- Nil Nil Nil Nil Nil Nil Nil Nil Nil2.Non-Institutionsa) Bodies Corp. Nil Nil Nil Nil Nil Nil Nil Nil Nili) Indian Nil Nil Nil Nil Nil Nil Nil Nil Nilii) Overseas Nil Nil Nil Nil Nil Nil Nil Nil Nilb) Individuals Nil Nil Nil Nil Nil Nil Nil Nil Nili) Individual shareholders holding nominal share capital upto ` 1 lakh

Nil 20 20 0.08% Nil 20 20 0.02% Nil

ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh

Nil Nil Nil Nil Nil Nil Nil Nil Nil

c) Others (specify) Nil Nil Nil Nil Nil Nil Nil Nil NilSub-total (B)(2):- Nil 20 20 0.08% Nil 20 20 0.02% NilTotal Public Shareholding(B)=(B)(1)+(B)(2)

Nil 20 20 0.08% Nil 20 20 0.02% Nil

C. Shares held by Custodian for GDRs & ADRs

Nil Nil Nil Nil Nil Nil Nil Nil Nil

Grand Total (A+B+C) Nil 25000 25000 100% Nil 132130 132130 100% +32.43%

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ii. Shareholding of Promoters

Sr.No.

Shareholder’sName

Share holding at the beginning of the year

Share holding at the end of the year

% changein shareholding

during theyear

No. ofShares

% of totalShares of the

company

%of SharesPledged /

Encumberedto totalshares

No. ofShares

% oftotal

Shares of the

company

%of SharesPledged /

Encumberedto totalshares

1 Mr. Sameer S. Sontakke 9959 39.84% Nil 9959 7.55% Nil Nil

2Mrs. Bhavana S. Sontakke

1 0.00% Nil 1 0.00% Nil Nil

3 Mr. Ramesh R. Havele 10 0.04% Nil 10 0.00% Nil Nil

4 Mrs. Veena R. Havele 10 0.04% Nil 10 0.00% Ni Nil

5Dhanada Corporation Limited

15000 60.00% Nil 122130 92.43% Nil +32.43%

Total 24980 99.92% Nil 132110 99.98% Nil +32.43%

iii. Change in Promoters’ Shareholding (please specify, if there is no change) –

Sl.No.

Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares% of total

shares of thecompany

No. of shares

% of totalshares of the

company1 Dhanada Corporation Ltd.

At the beginning of the year 15000 60% Nil NilDate wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

+107130 Allotment of shares made

on 31.03.2015

+32.43% 122130 +32.43%

At the end of the year 122130 92.43% Nil Nil

iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sl.No.

For Each of the Top 10Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares% of total

shares of thecompany

No. of shares

% of totalshares of the

company1 Mr. Ramesh M. Pradhan

At the beginning of the year 10 0.04% Nil N.A.Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):

Nil N.A. Nil N.A.

At the End of the year (or on the date of separation, if separated during the year)

10 0.01% Nil N.A.

2 Mrs. Kishori S. MaratheAt the beginning of the year 10 0.04% Nil N.A.Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):

Nil N.A. Nil N.A.

At the End of the year (or on the date of separation, if separated during the year)

10 0.01% Nil N.A.

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v. Shareholding of Directors and Key Managerial Personnel:

Sl.No.

For Each ofthe Directors and KMP

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of totalshares of the

company

No. of shares

% of total shares of

the company1. Mr. Sameer S. Sontakke

At the beginning of the year 9959 39.84% Nil NilDate wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

Nil Nil Nil Nil

At the End of the year 9959 7.55% Nil Nil2. Mr. Ramesh R. Havele

At the beginning of the year 10 0.04% Nil NilDate wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

Nil Nil Nil Nil

At the End of the year 10 0.00% Nil Nil3. Mrs. Veena R. Havele

At the beginning of the year 10 0.04% Nil NilDate wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

Nil Nil Nil Nil

At the End of the year 10 0.00% Nil Nil4. Mr. Shreeniwas G. Kale

At the beginning of the year Nil Nil Nil NilDate wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

Nil Nil Nil Nil

At the End of the year Nil Nil Nil Nil

V. Indebtedness

Indebtedness of the Company including interest outstanding/accrued but not due for payments

Particulars

Secured Loans

excludingdeposits

UnsecuredLoans

DepositsTotal

Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount Nil 12,19,096 Nil 12,19,096

ii) Interest due but not paid Nil Nil Nil Nil

iii)Interest accrued but not due Nil Nil Nil Nil

Total (i+ii+iii) Nil 12,19,096 Nil 12,19,096

Change in Indebtedness during the financial year• Addition• (Reduction)

NilNil

1,58,048(9,87,492)

NilNil

1,58,048(9,87,492)

Net Change Nil (8,29,444) Nil (8,29,444)

Indebtedness at the end of the financial year

i) Principal Amount Nil 3,89,652 Nil 3,89,652

ii) Interest due but not paid Nil Nil Nil Nil

iii)Interest accrued but not due Nil Nil Nil Nil

Total (i+ii+iii) Nil 3,89,652 Nil 3,89,652

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VI. Remuneration of directors and Key Managerial Personnel

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl.no.

Particulars of RemunerationName of MD/WTD/ Manager Total Amount

(`)

Mr. Sameer S. Sontakke, WTD

1.

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

4,50,000 4,50,000

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 Nil Nil

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

Nil Nil

2. Stock Option

Nil

3. Sweat Equity

4.Commission- as % of profit-others, specify

5. Others, please specify

Total (A) 4,50,000 4,50,000

Ceiling as per the Act 5% of Net Profit

B. Remuneration to other directors:

Sl. no.

Particulars of Remuneration Name of DirectorsTotal Amount

(`)

1Independent Directors Fee for attending board / committee meetings Commission Others, please specify

Nil

Total(1)

2Other Non-Executive Directors Fee for attending board / committee meetings Commission Others, please specifyTotal(2)Total(B)=(1+2)Total Managerial RemunerationOverall Ceiling as per the Act

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Sl. no.

Particulars of RemunerationKey Managerial Personnel

CEOCompany Secretary

CFO Total

1.

Gross salary Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961Value of perquisites u/s 17(2) Income-tax Act, 1961 Profits in lieu of salary under section 17(3) Income tax Act, 1961

Nil2 Stock Option3. Sweat Equity

4.Commission - as % of profit - others, specify.

5. Others, please specifyTotal

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VII. Penalties / Punishment / Compounding of offences

TypeSection of the

Companies ActBrief

Description

Details of Penalty / Punishment/ Compounding fees imposed

Authority [RD / NCLT/

COURT]

Appeal made, if any (give

Details)

A. COMPANY

Penalty Nil Nil Nil Nil NilPunishment Nil Nil Nil Nil NilCompounding Nil Nil Nil Nil Nil

B. DIRECTORS

Penalty Nil Nil Nil Nil NilPunishment Nil Nil Nil Nil Nil

Compounding Nil Nil Nil Nil Nil

C. OTHER OFFICERS IN DEFAULT

Penalty Nil Nil Nil Nil NilPunishment Nil Nil Nil Nil NilCompounding Nil Nil Nil Nil Nil

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To,The Members ofDhanada Clean Energy (India) Private Ltd.,

Report On the Financial Statements

We have audited the accompanying financial statements of Dhanada Clean Energy (India) Private Ltd, which comprise

the Balance Sheet as at 31st March , 2015 , the Statement of Profit and Loss, the Cash Flow Statement for the year then

ended, and a summary of the significant accounting policies and other explanatory information.

Management’sResponsibilityfortheFinancialStatements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013

(“the Act”) with respect to 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 specified under Section 133 of the Act, read with Rule 7 of the

Companies (Accounts) Rules, 2014. This responsibility also includes 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

frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and

estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial

controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant

to the preparation and presentation of the financial statements that give a true and fair view and are free from the material

misstatement, whether due to fraud or error.

Auditor’sResponsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are

required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act.

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 the 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 financial control relevant to the Company’s preparation of the financial statements that give a true

and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of

expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial

reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of

accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, 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

on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial

statements give the information required by the Act in the manner so required and give a true and fair view in conformity

with accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015,

and its loss and its cash flows for the year ended on that date.

INDEPENDENT AUDITOR’S REPORT

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Emphasis of Matters

Report on Other Legal and Regulatory Requirements.

As required by the Companies (Auditor’s Report) Order, 2015 issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

Further, as required by section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and

belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears

from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are

in agreement with the books of account.

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under

Section 133 of Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of the written representations received from the directors as on 31st March, 2015 taken on record

by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as

a director in terms of Section 164 (2) of the Act.

f. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the

Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according

to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there were

any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection

Fund by the Company.

For Dayananda Shetty & Co. Chartered Accountants ICAI Firm Registration No.112989W

Dayananda Shetty

Place: Pune ProprietorDate :30th May 2015 Membership No. 042348

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AnnexuretotheIndependentAuditor’sReport

Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’section of our report of even date on the accounts of Dhanada Clean Energy (India) Pvt.. Ltd. for the year ended on 31st March, 2015.

1. a. The Company is maintaining proper records showing full particulars, including quantitative detail and situation of fixed assets.

b. As explained to us, all the fixed assets have been physically verified by the management at reasonable intervals during the year. And according to the information and explanations given to us in respect of assets physically verified during the year, no material discrepancies have been noticed on such verifications as compared to the book records.

2. a. The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us, the procedures for physical verification of Inventories followed by the management is reasonable and adequate in relation to the size of the Company and nature of its business.

c. The Company has maintained proper records of Inventories and no discrepancies were noticed on physical verification as compared with the book records.

3. As per information and records made available, the Company has not granted any loans, secured or unsecured to companies, firms or other parties listed in the register maintained under section 189 of the Companies Act, 2013.

a. Since the Company has not granted any loans, secured or unsecured to companies, firms or other parties listed in the register maintained under section 189 of the Companies Act, 2013., Clause 3(iii)(a) pertaining to regular receipt of principal amount and interest on loan is not applicable to the Company.

b. Since the Company has not granted any loans, secured or unsecured to companies, firms or other parties listed in the register maintained under section 189 of the Companies Act, 2013., Clause 3(iii)(b) pertaining to reasonable steps for recovery of overdue amount more than ̀ one lakh is not applicable to the Company.

4. 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 purchase of inventory, fixed assets and for sale of goods and services. During the course of our audit, we have neither came across or have been informed of any instances of major weakness in the aforesaid internal control system and continuing failure on the part of the management to take corrective course of action in this regard.

5. According to the information and explanations given to us, the Company has not accepted any deposit from the public, thus the compliance with the directives issued by the Reserve Bank of India and the provisions of sections 73 to76 or any other relevant provisions of the Companies Act, 2013 and the rules framed thereunder is not applicable to the Company. Since no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal, the compliance with such orders is not applicable to the Company.

6. In our opinion and according to the information and explanations given to us, the activities of the Company are not covered under the rules made by the central government for maintenance of cost records under section 148(1) of the Companies Act, 2013.

7. a. The Company is not regular in depositing with appropriate authorities the undisputed statutory dues including, provident fund, employees’ state insurance ,income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues applicable to it.

Dhanada Clean Energy (India) Private Limited (a Subsidiary Company)

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LIMITED

According to the information and explanations given to us, there are no undisputed amounts payable in respect of provident fund, employees’ state insurance contribution, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues outstanding for a period more than six months as on 31st March, 2015,from the date they became payable,except dues as follows:

Sr. No. Particulars Financial Year Amount(`)1 Sales Tax 2010-2011 1,063/-2 Sales Tax 2011-2012 9,402/-3 Sales Tax 2012-2013 40,972/-4 Sales Tax 2013-2014 32,215/-5 Service Tax 2011-2012 24,841/-6 Service Tax 2012-2013 25,526/-7 Service Tax 2014-2015 16,068/-8 Employees Professional Tax 2012-2013 5,175/-9 Employees Professional Tax 2013-2014 12,500/-

10 Employees Professional Tax 2014-2015 5,400/-11 Fringe Benefit Tax 2006-2007 13,447/-12 Fringe Benefit Tax 2007-2008 5,833/-

b. According to the records of the Company, there are no dues of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax or cess which have not been deposited with the appropriate authorities on account of any dispute .

c. Since the Company is not required to transfer any amount to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder the provision regarding to the transfer of required amount within time to the said fund is not applicable to the Company.

8. The Company’s accumulated losses at the end of the financial year are not less than fifty per cent of its net worth and the company has incurred cash losses during the current financial year and in the immediately preceding financial year.

9. Since the Company has not taken any loans from any Financial Institution, Bank or Debenture holders during the financial year, clause 3(ix) pertaining to default in repayment of dues is not applicable to the company.

10. During the year the Company has not given any guarantee for loans taken by others from banks or financial institutions.

11. The Company has neither raised any term loans during the year nor has any unutilised amount left on this account, as at the beginning of the year. Therefore, the provisions of Paragraph 3(xi) of the Companies (Auditors’ Report) Order, 2015, are not applicable to the Company.

12. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For Dayananda Shetty & Co. Chartered Accountants ICAI Firm Registration No. 112989W

Dayananda ShettyPlace: Pune ProprietorDate: 30th May 2015 Membership No.042348

Dhanada Clean Energy (India) Private Limited (a Subsidiary Company)

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ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

Particulars Note NoAs at

31st March 2015`

As at31st March 2014

`I. EQUITY AND LIABILITIES(1) Shareholder's Funds(a) Share Capital 2 13,21,300.00 2,50,000.00(b) Reserves and Surplus 3 (28,06,787.51) (27,28,421.16)(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 - -

(4) Current Liabilities(a) Short-term borrowings - -(b) Trade payables 8,55,320.30 10,40,660.80(c) Other current liabilities 4 6,41,815.60 14,92,389.19(d) Short-term provisions 5 24,76,941.97 21,55,494.97

Total 24,88,590.36 22,10,123.80II. ASSETS(1) Non-current assets(a) Fixed assets (i) Tangible assets 6 2,42,548.75 3,72,884.00 (ii) Intangible assets - - (iii) Capital work-in-progress - - (iv) Intangible assets under development - -(b) Non-current investments - -(c) Deferred tax assets (net) 7 9,74,389.00 1,00,997.00(d) Long term loans and advances 8 70,100.00 80,000.00(e) Other non-current assets - -

(2) Current assets - -(a) Current investments - -(b) Inventories 9 5,89,250.00 5,52,500.00(c) Trade receivables 10 5,79,617.00 7,52,609.50(d) Cash and cash equivalents 11 1,927.61 39,382.86(e) Short-term loans and advances 12 4,974.00 95,610.00(f) Other current assets 13 25,784.00 2,16,140.44

Total 24,88,590.36 22,10,123.80The accompanying notes are an integral part of the financial statements 1 For Dayananda Shetty & Co. For and on behalf of the Board of Directors Chartered Accountants (Firm Reg. No : 112989W) Dayanand Shetty Ramesh R. Havele Sameer SontakkeProprietor Chairman DirectorMembership No. 042348 (DIN : 00007580) (DIN : 00643845) Place : Pune Mrs. Veena R. Havele Date : 30th May 2015 Director (DIN : 00007593)

BALANCE SHEET AS AT 31ST MARCH 2015

Dhanada Clean Energy (India) Private Limited (a Subsidiary Company)

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LIMITED

Particulars Note NoYear ended

31st March 2015`

Year ended31st March 2014

`

I. Revenue from operations 14 2,48,245.00 12,12,833.00

II. Other Income 15 1,50,899.05 10,148.00

III. Total Revenue (I + II) 3,99,144.05 12,22,981.00

IV. Expenses:

Purchase of Stock in Trade 16 75,210.00 10,99,849.50

Changes in inventories of work-in-progress 17 (36,750.00) (52,572.00)

Employee benefit expense 18 8,08,569.00 18,47,763.00

Financial costs 19 93,153.00 -

Depreciation and amortization expenses 20 1,30,335.25 1,12,886.00

Other expenses 21 2,80,385.15 4,64,591.84

Total Expenses 13,50,902.40 34,72,518.34

V. Profit/(Loss) before exceptional and extraordinary items and tax (III - IV) (9,51,758.35) (22,49,537.34)

VI. Exceptional Items - -

VII. Profit/(Loss) before extraordinary items and tax (V - VI) (9,51,758.35) (22,49,537.34)

VIII. Extraordinary Items - -

IX.Profit/(Loss)beforetax(VII-VIII) (9,51,758.35) (22,49,537.34)

X. Tax expense: 22

(1) Current tax - -

(2) Deferred tax 8,73,392.00 48,699.00

XI. Profit/(Loss) for the period from continuing operations (IX-X) (78,366.35) (22,00,838.34)

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

XIII. Tax expense of discounting operations - -

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

XV.Profit/(Loss)aftertaxfortheperiod(XI+XIV) (78,366.35) (22,00,838.34)

XVI. Earning per equity share: Basic and Diluted 23 (0.59) (88.03)

The accompanying notes are an integral part of the financial statements 1 For Dayananda Shetty & Co. For and on behalf of the Board of Directors Chartered Accountants (Firm Reg. No : 112989W) Dayanand Shetty Ramesh R. Havele Sameer SontakkeProprietor Chairman DirectorMembership No. 042348 (DIN : 00007580) (DIN : 00643845) Place : Pune Mrs. Veena R. Havele Date : 30th May 2015 Director (DIN : 00007593)

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED ON 31ST MARCH 2015

Dhanada Clean Energy (India) Private Limited (a Subsidiary Company)

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ParticularsYear ended

31st March 2015`

Year ended31st March 2014

`(A) CASH FLOW FROM OPERATING ACTIVITY

Net Profit before tax and Extra-ordinary items (9,51,758.35) (22,49,537.34)

Adjustments for:

Depreciation 1,30,335.25 1,12,886.00

Interest Expenses 93,153.00 -

Interest Received - -

Dividend Received - - Operating profit before Working Capital changes (7,28,270.10) (21,36,651.34)

Adjustments for:Decrease/(Increase) in Trade & Other Receivables 4,63,884.94 (50,853.20)Decrease/(Increase) in Inventories (36,750.00) (52,572.00)

Increase/(Decrease) in Trade Payables (1,85,340.50) 3,01,147.90 Increase/(Decrease) in Provisions 5,42,173.41 18,83,295.54 Cash generated from operations 7,83,967.85 20,81,018.24 Taxes Paid - - Cash flow before extra-ordinary items 55,697.75 (55,633.10)Exceptional Items - -(Profit)/Loss on Disposal of Fixed Assets (Net) - -Misc. Expenses Written off - -NetCashFlowfromOperatingActivity 55,697.75 (55,633.10)

(B) CASH FLOW FROM INVESTING ACTIVITY(Purchase) of Fixed Assets - - Sale of Fixed Assets - -(Purchase) of Investments - -Sale of Investments - -Interest Revived - -Dividend Received - -NetCashFlowfromInvestingActivity - -

(C) CASH FLOW FROM FINANCING ACTIVITYProceeds from/(Repayment of) Borrowings (Net) - -Receipts from Share Application Money - - Share Premium Received on issue of Equity Shares - -Interest and Finance charges paid (93,153.00) -

NetCashFlowfromFinancingActivity (93,153.00) - (D) NET INCREASE IN CASH AND CASH EQUIVALENT (37,455.25) (55,633.10)

(Refer to Cash & Bank Balance)

Cash and Cash Equivalent as on 01-04-2014 39,382.86 95,015.96 Cash and Cash Equivalent as on 31-03-2015 1,927.61 39,382.86

Note: Figures in bracket represent Cash Outflow and without bracket Cash Inflow The accompanying notes are an integral part of the financial statements For Dayananda Shetty & Co. For and on behalf of the Board of Directors Chartered Accountants (Firm Reg. No : 112989W) Dayanand Shetty Ramesh R. Havele Sameer SontakkeProprietor Chairman DirectorMembership No. 042348 (DIN : 00007580) (DIN : 00643845) Place : Pune Mrs. Veena R. Havele Date : 30th May 2015 Director (DIN : 00007593)

CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31ST MARCH 2015

Dhanada Clean Energy (India) Private Limited (a Subsidiary Company)

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LIMITED

1. SIGNIFICANT ACCOUNTING POLICY

a) GENERAL:

The financial statements are prepared on the basis of historical cost convention, applicable accounting standards and confirm to the statutory provisions and practices prevailing in the business. Method of Accounting employed is Mercantile System.

b) FIXED ASSETS:

Fixed assets are shown at cost less depreciation. Cost includes related taxes, duties, fright, insurance etc. attributed to the acquisition of the assets but excludes duties and taxes recoverable from tax authorities.

c) EXPENSES:

Expenses are accounted on accrual basis and provisions are made for all known liabilities and losses based on available information.

d) DEPRECIATION:

The Company has adopted Schedule II of Companies Act, 2013 for depreciation purposes from 1 April 2014. Now, the company identifies and determines separate useful life for each major component of the fixed asset, if they have useful life that is materially different from that of the remaining asset. The company has used the transitional provisions of Schedule II in accordance with which the carrying amount of the each asset on 1 April 2014 is depreciated over the remaining useful life of the asset. Also if an asset has zero remaining useful life as on 1 April 2014, its carrying amount, after retaining any residual value, is charged to the opening balance of retained earnings.

e) INVENTORIES: Stock in trade is valued at cost on FIFO basis or net realizable value whichever is lower.

f) INCOME RECOGNITION:

i. In case of sale of goods where the property and all significant risks and rewards of ownership are transferred to the buyer or no significant uncertainty exists regarding the amount of consideration that is derived from the sale of goods.

ii. Income from investments i.e. Interest on Bank fixed deposit is accounted on accrual basis.

iii. Revenue/ Income and Expenditure/Cost are generally accounted on accrual basis i.e. as and when they are earned or incurred.

iv. Sales are shown net of taxes.

g) INVESTMENTS Long term Investments are stated at cost. Diminution in the value of investments, other than temporary, is provided for. Current

investments are shown at lower of cost and faire value.

h) PRELIMINARY EXPENSES Preliminary expenses are written off in the year in which it is incurred

i) PRIOR PERIOD INCOME / EXPENSES

Material items of prior period income/expenses are disclosed separately.

j) DEBTS

Debts considered irrecoverable are written off from the books of accounts.

k) EARNINGFROMINVESTMENTS

Earning from investments wherever applicable is accounted on accrual basis except share dividend, which is accounted on receipt basis.

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l) RETIREMENT BENEFITS

Staff benefits comprising of contribution to providend fund and other employee benefits wherever applicable are accounted for on the basis of contribution to the respective schemes.

m) ASSETS TAKEN ON LEASE / HIRE

Assets acquired under financial leases are capitalized at the inception of the lease term and shown as leased assets. Lease payments are apportioned between the finance charges and amount paid towards outstanding liability in accordance with the terms of respective agreements. Finance Charges are charged to revenue.

Assets acquired under operating lease, Lease rent /hire charges for assets taken on lease / hire wherever applicable are charged to profit and loss account in accordance with the terms of respective agreements.

n) PROVISIONS AND CONTINGENCIES

The Concern creates a provision when there is a present obligation as a result of past event that probably requires an outflow o resources and a realizable estimate can be made of the amount of obligation. A disclosure of contingent liability is made when there is a possible obligation or a present obligation that will probably not require outflow of resources or where reliable estimate of the obligation cannot be made.

o) FOREIGN CURRENCY MATTERS

Transactions denominated in foreign currencies are recorded at the exchange rates prevailing on the date of the transactions. Monetary assets and liabilities relating to foreign currency transactions remaining unsettled at the end of the year are translated at the year end rates.

The difference in transaction of monetary assets and liabilities and realized, gains and losses on foreign exchange transactions relating to fixed assets recognized in the profit and loss account. Exchange differences in respect of liabilities incurred to acquire fixed assets are adjusted to the carrying cost of such fixed assets.

p) BORROWING COST

Interest other borrowing cost in connection with the borrowing of the extent related / attributed to the acquisition / construction of qualifying fixed assets are accumulated and capitalized up to the date when such assets are ready for their intended use and other borrowing costs are charged to the profit and loss account.

q) IMPAIRMENT OF ASSETS

At each balance sheet date the management assesses whether there is any indication that as asset may be impaired, if such indication exists, the management estimates the recoverable amount. If the book value exceeds the recoverable amount and impairment loss is recognized in the profit and loss account to the extent the book value exceeds the recoverable amount.

r) INTANGIBLE ASSETS

Intangible assets are shown at cost less depreciation.

s) GOVERNMENT GRANTS

Government grants and subsidies are accounted on conditions stipulated in the schemes are complied with. Grants and subsidies related to the specific assets are deducted from the gross value of such assets.

t) TAXES ON INCOME:

Current tax is determined as the amount of tax payable in respect of taxable income for the period Deferred tax is recognised, subject to the consideration of prudence, on timing differences, being the difference between the taxable incomes and accounting income that originate in one Period and are capable of reversal in one or more subsequent periods. Deferred tax assets are not recognised on unabsorbed depreciation and carry forward of losses, unless there is virtual certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised.

Dhanada Clean Energy (India) Private Limited (a Subsidiary Company)

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LIMITED

NOTE - 2 : SHARE CAPITAL(A) AuthorisedParticulars As at 31st March 2015 As at 31st March 2014

Nos Amount Nos AmountEquity shares of ` 10/- each with voting rights 2,50,000 25,00,000.00 2,50,000 25,00,000.00

(B) Issued, Subscribed and Fully Paid UpParticulars As at 31st March 2015 As at 31st March 2014

Nos Amount Nos AmountEquity shares of ` 10/- each with voting rights 1,32,130 13,21,300.00 25,000 2,50,000.00

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

As at 31st March 2015 As at 31st March 2014Nos Amount Nos Amount

Shares outstanding at the beginning of the year 25,000 2,50,000.00 10,000 1,00,000.00Shares Issued during the year 1,07,130 10,71,300.00 15,000 1,50,000.00Shares outstanding at the end of the year 1,32,130 13,21,300.00 25,000 250,000.00

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

31st March 2015As at

31st March 2014Nos Nos

Equity Shares:Dhanada Corporation Limited Holding Company 1,22,130 15,000

Total 1,22,130 15,000 (E) Shares in the Company held by each shareholder holding more than 5 % sharesName of Shareholder Equity Shares

As at 31st March 2015 As at 31st March 2014No of Shares

held% of holding No of Shares

held% of holding

Dhanada Corporation Limited 1,22,130 92.43 15,000.00 60.00Sameer S. Sontakke 9,959.00 7.55 9,999 39.84NOTE - 3 : RESERVES AND SURPLUS

Particulars As at31st March 2015

As at31st March 2014

Share Premium Money Received 4,20,000.00 4,20,000.00SurplusOpening balance (31,48,421.16) (9,47,582.82)(+) Net Profit/(Net Loss) For the current year (78,366.35) (22,00,838.34)Closing Balance (32,26,787.51) (31,48,421.16)

Total (28,06,787.51) (27,28,421.16)

NOTE - 4 : OTHER CURRENT LIABILITIESParticulars As at

31st March 2015As at

31st March 2014Advances received - 1,10,187.05Other Current Liabilities 6,41,815.60 13,82,202.14

Total 6,41,815.60 14,92,389.19

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NOTE - 5 : SHORT TERM PROVISIONS Particulars As at

31st March 2015As at

31st March 2014Provision for Statutory Liabilities

Fringe Benefit Tax 19,280.00 19,280.00Sales Tax MVAT 2010-2011 1,062.86 1,062.86Sales Tax MVAT 2011-2012 9,402.00 9,402.00Sales Tax MVAT 2012-2013 40,972.32 40,972.32Sales Tax 2013-2014 32,215.20 32,215.20Service Tax 2011-2012 24,840.51 24,840.51Service Tax 2012-2013 25,526.08 25,526.08Service Tax 2014-2015 16,068.00 -

Sub-Total 1,69,366.97 1,53,298.97Provision for Employee Related LiabilitiesEmployees Profession Tax 23,075.00 17,675.00Staff Salaries 21,70,922.00 18,86,593.00

Sub-Total 21,93,997.00 19,04,268.00Other Short Term ProvisionsAudit Fees 77,578.00 59,038.00Professional Charges 36,000.00 36,000.00Telephone Charges Payable - 2,890.00

Sub-Total 1,13,578.00 97,928.00Total 24,76,941.97 21,55,494.97

NOTE - 6 : TANGIBLE FIXED ASSETS Machineries & Equipments Computers & Printers Total Previous Year Total

GrossBlockAs on 31/03/2014 4,33,790.00 2,00,602.00 6,34,392.00 6,34,392.00Additions - - - -Deductions - - - -As on 31/03/2015 4,33,790.00 2,00,602.00 6,34,392.00 6,34,392.00DepreciationAs on 31/03/2014 1,65,118.00 96,390.00 2,61,508.00 1,48,622.00During the Year 78,730.25 51,605.00 1,30,335.25 1,12,886.00Deductions - - - -As on 31/03/2015 2,43,848.25 1,47,995.00 3,91,843.25 2,61,508.00ImpairmentAs on 31/03/2014 - - - -For the Year - - - -Reversal - - - -As on 31/03/2015 - - - -NetBlockAs on 31/03/2015 1,89,941.75 52,607.00 2,42,548.75 3,72,884.00As on 31/03/2014 2,68,672.00 1,04,212.00 3,72,884.00 4,85,770.00

NOTE - 7 : DEFERRED TAX ASSET / LIABILITIESParticulars As at

31st March 2015As at

31st March 2014Deferred Tax Liabilities

Timing Differences on account of depreciation 2,074.00 20,299.00Sub-Total 2,074.00 20,299.00

Deferred Tax Assets

- Profession Tax 7,130.00 5,462.00- Sales Tax 25,849.00 25,849.00- Service Tax 20,528.00 15,563.00- Unabsorbed Depreciation 96,471.00 74,422.00- Unabsorbed Loss 8,26,485.00 -

Sub-Total 9,76,463.00 1,21,296.00Deferred Tax Assets (9,74,389.00) (1,00,997.00)

Dhanada Clean Energy (India) Private Limited (a Subsidiary Company)

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NOTE - 8 : LONG TERM LOANS & ADVANCESParticulars As at

31st March 2015As at

31st March 2014Other Security DepositsUnsecured, considered good 70,100.00 80,000.00

Total 70,100.00 80,000.00NOTE - 9: INVENTORIESParticulars As at

31st March 2015As at

31st March 2014Raw Materials 5,89,250.00 5,52,500.00

Total 5,89,250.00 5,52,500.00NOTE - 10 : TRADE RECEIVABLESParticulars As at

31st March 2015As at

31st March 2014Considered Good but UnsecuredOutstanding for more than six months 5,79,617.00 6,11,749.50Others - 1,40,860.00

Total 5,79,617.00 7,52,609.50NOTE - 11 : CASH & CASH EQUIVALENTSParticulars As at

31st March 2015As at

31st March 2014Cash Balance on HandCash in Hand 1,642.00 35,707.00BankBalancewithScheduledBankIn Current Account 285.61 3,675.86

Total 1,927.61 39,382.86NOTE - 12 : SHORT TERM LOANS & ADVANCESParticulars As at

31st March 2015As at

31st March 2014Given to SuppliersUnsecured, considered good - 62,225.00Given to EmployeesUnsecured, considered good - 28,411.00Other Short Term Loans & AdvancesUnsecured, considered good 4,974.00 4,974.00

Total 4,974.00 95,610.00NOTE - 13 : OTHER CURRENT ASSETSParticulars As at

31st March 2015As at

31st March 2014Payment of Taxes 22,470.00 89,969.74Recoverable from government agencies 3,314.00 1,26,170.70

Total 25,784.00 2,16,140.44 NOTE - 14 : REVENUE FROM OPERATIONSParticulars Year Ended

31st March 2015Year Ended

31st March 2014Sale of ProductsSales - Solar Fan 1,820.00 -Sales- Light Pipe - 11,89,833.00Sales-Solar Mobile Chargers 96,425.00 -Sale of ServicesProfessional Charges Receipts 1,50,000.00 23,000.00

Total 2,48,245.00 12,12,833.00 NOTE - 15 : OTHER INCOMEParticulars Year Ended

31st March 2015Year Ended

31st March 2014Interest received on Income Tax refund 16,405.00 10,148.00Sundry balance written back 1,34,494.05 -

Total 1,50,899.05 10,148.00

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NOTE - 16 : PURCHASE OF STOCK-IN-TRADEParticulars Year Ended

31st March 2015Year Ended

31st March 2014Traded GoodsRaw Materials Purchases 75,210.00 10,99,849.50

Total 75,210.00 10,99,849.50NOTE - 17 : CHANGE IN INVENTORIESParticulars Year Ended

31st March 2015Year Ended

31st March 2014WorkinProgressOpening Stock - 3,98,900.00Less : Closing Stock - -

- 3,98,900.00Other InventoriesOpening Stock 5,52,500.00 1,01,028.00Less : Closing Stock (5,89,250.00) (5,52,500.00)

(36,750.00) (4,51,472.00)(36,750.00) (52,572.00)

NOTE - 18 : EMPLOYEE BENEFIT EXPENSESParticulars Year Ended

31st March 2015Year Ended

31st March 2014Staff Salaries 8,08,569.00 18,47,763.00

Total 8,08,569.00 18,47,763.00NOTE - 19 : FINANCE COSTParticulars Year Ended

31st March 2015Year Ended

31st March 2014Interest on loan to Dhanada Corporation Ltd. 93,153.00 -

Total 93,153.00 -NOTE - 20: DEPRECIATION & AMORTISATION EXPENSESParticulars Year Ended

31st March 2015Year Ended

31st March 2014Computers & Printers 78,730.25 69,475.00Machineries & Equipments 51,605.00 43,411.00

Total 1,30,335.25 1,12,886.00NOTE - 21 : OTHER EXPENSESParticulars Year Ended

31st March 2015Year Ended

31st March 2014Manufacturing & Service CostOutside Labour Charges 57,300.00 31,744.50Packing Expenses - 58,957.00Transport Charges Inward - 27,480.00

Sub-Total 57,300.00 1,18,181.50Other ExpensesAuditors Remuneration 18,540.00 37,361.00Bank Charges 1,839.25 2,528.17Business Promotion Expenses 1,539.00 0.00Furniture Hire Charges 0.00 59,581.00Housekeeping Charges 0.00 25,333.00Legal & Professional Charges 49,854.00 21,080.00Legal Expenses 19,700.00 0.00Office Expenses 25,631.00 68,506.14Postage & Telephone Charges 10,978.46 25,105.39Printing & Stationery 0.00 15,475.00Repairs- Computers 0.00 3,790.00Sundry Balance Written off 88,635.44 0.00Travelling & Conveyance Expenses 6,368.00 87,650.64

Sub-Total 2,23,085.15 3,46,410.34Total 2,80,385.15 4,64,591.84

Dhanada Clean Energy (India) Private Limited (a Subsidiary Company)

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NOTE - 22 : TAX EXPENSESParticulars Year Ended

31st March 2015Year Ended

31st March 2014Deferred Tax 8,73,392.00 48,699.00

Total 8,73,392.00 48,699.00NOTE - 23 : EARNING PER SHARE (EPS)Particulars Year Ended

31st March 2015Year Ended

31st March 2014a.NetProfit/LossattributabletoEquityShareholders(Basic)Net Profit after Tax as per Profit & Loss Account (78,366.00) (22,00,838.34)Net Profit attributable to Equity Shareholders (Basic) (78,366.00) (22,00,838.34)b. Details of No. of Shares used for Basic Earning Per ShareNumber of Equity Shares at the start of the period 25,000 10,000No. of Shares issued during the year 1,07,130 15,000Net Profit attributable to Equity Shareholders (Basic) 1,32,130 25,000c.NetProfit/LossattributabletoEquityShareholders(Diluted)Net Profit after Tax as per Profit & Loss Account (78,366) (22,00,838.34)Net Profit attributable to Equity Shareholders (Basic) (78,366.00) (22,00,838.34)d. Details of No. of Shares used for Diluted Earning Per ShareNumber of Equity Shares at the start of the period 25,000 10,000Weighted Average No. of Shares for Diluted EPS 1,32,130 25,000Face Value per Share 10 10e. Basic Earning Per Share (0.59) (88.03)f. Diluted Earning Per Share (0.59) (88.03)

NOTE - 24 : PAYMENTS TO AUDITORSParticulars Year Ended

31st March 2015Year Ended

31st March 2014Statutory Audit Fees 18,540.00 10,113.00Tax Consultancy 16,854.00 27,248.00

Total 35,394.00 37,361.00

OTHER NOTES1. In the opinion of the Board , the Current Assets Loans and Advances are approximately of the value stated, if

realized in the ordinary course of the business. The provisions for all known liabilities are adequate and not in excess of the amount reasonably necessary.

2. Previous year figure are regrouped and reclassified wherever necessary to make figures comparable with current

year presentation. 3. Manageral Remuneration : During the current year, the Company has paid Managerial Remuneration of ` 4,50,000.00 (Previous Year ` 5,95,000.00).

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

Sr. No.

Name of the Party Nature of Transaction Opening Balance

Addition during the year

(Payment)/ Receipt during

the year

Balance Outstanding as at 31st March

2015

1 Dhanada Corporation Ltd. (Holding Company)

Unsecured Loan Taken

8,29,444 Cr. 2,41,856.00 Cr. 10,71,300 Dr. Nil

2 Dhanada Engineering Pvt.. Ltd.(Group Company)

Unsecured Loan Taken

48,652 Cr. Nil Nil 48,652 Cr.

3 Dhanada Education Pvt.. Ltd. (Group Company)

Unsecured Loan Taken

3,41,000 Cr. Nil Nil 3,41,000 Cr.

Dhanada Clean Energy (India) Private Limited (a Subsidiary Company)

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CONSOLIDATED FINANCIAL STATEMENTS

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TO THE MEMBERS OF DHANADA CORPORATION LIMITED

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of DHANADA CORPORATION LIMITED (hereinafter referred to as “the Holding Company”)and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”), comprising of the Consolidated Balance Sheet as at 31st March, 2015, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).

Management’sResponsibilityfortheConsolidatedFinancialStatements

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) 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, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, 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, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

Auditor’sResponsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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 the 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 financial control relevant to the Holding Company’s preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Holding Company has an adequate internal financial controls system over financial reporting in place and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in sub-paragraph (a) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Opinion

Without 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 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 2015 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

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c. In case of the Consolidated Cash Flow statement, of the cash flows of the Group for the year ended on that date.

Other Matter

In respect of financial statements of subsidiaries other than Dhanada Engineering Pvt.. Ltd., 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 ` Lacs

Name of Subsidiary Total Assets Total Revenue Net Cash Inflow/(Outflow)Dhanada Education Pvt.. Ltd. 24.04 0.69 (8.38)Dhanada Clean Energy (India) Pvt.. Ltd. 24.89 3.99 (0.37)

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements / financial information certified by the Management.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, based on the comments in the auditors’ reports of the Holding company, subsidiary companies, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

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

(e) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2015 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary companies, none of the directors of the Group companies, is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

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

i. The Group has disclosed the impact of pending litigations on its financial position in its consolidated financial statements – Refer Note 27 B - 15 to the financial statement.

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

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Group.

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

Place: Pune G. K. ChandavarkarDate : 30th May 2015 (Proprietor) M. No. 044537

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AnnexuretotheIndependentAuditors’ReportontheConsolidatedFinancialStatements

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.

Our reporting on the order includes 2 subsidiaries companies, to which the order is applicable which have been done by other auditors and our report in respect of these is based solely on the report of other auditors, to the extent considered applicable for financial statements.

1. Fixed Assets

In respect of the fixed assets of the holding company and subsidiary companies:-

a. The respective Companies have 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.

2. Inventories

In respect of the inventories of the holding company and subsidiary companies:-

a. As explained to us and the other auditors, the inventories were physically verified during the year by the management at reasonable intervals.

b. In our opinion and the opinion of other auditors according to the information and explanations given to us and the other auditors, the Procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the respective Companies and the nature of their business.

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

3. Loan Granted

In case of the Holding Company and Subsidiary Companies loans has been granted to parties covered in the register maintained under Section 189 of the Companies Act, 2013. The details are as below:

a. In case of Holding Company:

ParticularsMaximum amount due at any time

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

Financial year Amount (`)Dhanada Engineering Pvt.. Ltd. 2,14,91,902 NilDhanada Education Pvt.. Ltd. 1,17,71,964 NilDhanada Clean Energy (India) Pvt.. Ltd.

9,76,992 Nil

The interest has been provided on prorate basis and all the principal together with the interest has been converted into fully paid equity shares of respective companies.

b. In case of Subsidiary Company – Dhanada Engineering Pvt.. Ltd.:

ParticularsMaximum amount due at any time

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

Financial year Amount (`)Dhanada Clean Energy (India) Pvt.. Ltd.

48,652 48,652

c. In case of Subsidiary Company – Dhanada Education Pvt.. Ltd.:

ParticularsMaximum amount due at any time

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

Financial year Amount (`)Dhanada Engineering Pvt.. Ltd. 3,66,227 3,66,227Dhanada Clean Energy (India) Pvt.. Ltd

3,41,000 3,41,000

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4. Internal Control Systems

In our opinion and opinion of other auditors and according to the information and explanation given to us and other auditors 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 and services. During the course of our audit and audit of other auditors, we have not observed any weaknesses or continue in the failure to correct major weaknesses in internal control system.

5. Deposits from the public

According to the information and explanations given to us and other auditors the respective Companies have not accepted deposits from the public during the year and hence the directives issued by the Reserve Bank India and the provisions of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under are not applicable to it.

6. Cost Records

According to the information and explanations given to us and other auditors, the Central Government has not prescribed maintenance of cost record under sub-section 1 of section 148 under Companies Act, 2013 read with the rule 3 of the Companies (Cost Record and Audit) Rules, 2014.

7. Statutory Dues

a. According to the information and explanation given to us undisputed amounts payable in respect of statutory due were in arrears as at 31st March 2015, for a period of more than six months from the date they became payable are as under:

Name of the Statue Name of the Company where dues are payable Nature of Dues Amount `Period to which the dues relate

Bombay Sales Tax Act, 1959 Dhanada Engineering Pvt.. Ltd. BST 699000 2004-05Employee State Insurance Act, 1948 Dhanada Engineering Pvt.. Ltd. ESIC 14559 2010-11Employee State Insurance Act, 1948 Dhanada Engineering Pvt.. Ltd. ESIC 5060 2013-14Employees Provident Fund Act, 1952 Dhanada Engineering Pvt.. Ltd. Provident Fund 36306 2013-14Income Tax Act, 1961 Dhanada Clean Energy (India) Pvt.. Ltd. Fringe Benefit Tax 13447 2006-07Income Tax Act, 1961 Dhanada Clean Energy (India) Pvt.. Ltd. Fringe Benefit Tax 5833 2007-08Income Tax Act, 1961 Dhanada Engineering Pvt.. Ltd. TDS 301809 2012-13Income Tax Act, 1961 Dhanada Engineering Pvt.. Ltd. TDS 602992 2013-14Income Tax Act, 1961 Dhanada Education Pvt.. Ltd. TDS 632792 2013-14Income Tax Act, 1961 Dhanada Education Pvt.. Ltd. TDS 34104 2013-14Maharashtra Profession Tax Act, 1975 Dhanada Clean Energy (India) Pvt.. Ltd. Professional Tax 5400 2006-07Maharashtra Profession Tax Act, 1975 Dhanada Clean Energy (India) Pvt.. Ltd. Professional Tax 5175 2012-13Maharashtra Profession Tax Act, 1975 Dhanada Engineering Pvt.. Ltd. Professional Tax 5025 2013-14Maharashtra Profession Tax Act, 1975 Dhanada Education Pvt.. Ltd. Professional Tax 33125 2013-14Maharashtra Profession Tax Act, 1975 Dhanada Clean Energy (India) Pvt.. Ltd. Professional Tax 12500 2013-14MVAT Act, 2002 Dhanada Clean Energy (India) Pvt.. Ltd. VAT 1063 2010-11MVAT Act, 2002 Dhanada Engineering Pvt.. Ltd. VAT 12002 2011-12MVAT Act, 2002 Dhanada Clean Energy (India) Pvt.. Ltd. VAT 9402 2011-12MVAT Act, 2002 Dhanada Engineering Pvt.. Ltd. VAT 1075868 2012-13MVAT Act, 2002 Dhanada Clean Energy (India) Pvt.. Ltd. VAT 40972 2012-13MVAT Act, 2002 Dhanada Engineering Pvt.. Ltd. VAT 371998 2013-14MVAT Act, 2002 Dhanada Clean Energy (India) Pvt.. Ltd. VAT 32215 2013-14MVAT Act, 2002 Dhanada Engineering Pvt.. Ltd. VAT 70481 2014-15Pimpri Chinchwad Corporation Dhanada Engineering Pvt.. Ltd. Property Tax 39039 2012-13Pimpri Chinchwad Corporation Dhanada Engineering Pvt.. Ltd. Property Tax 47402 2012-13Service Tax Dhanada Clean Energy (India) Pvt.. Ltd. Service Tax 24841 2011-12Service Tax Dhanada Clean Energy (India) Pvt.. Ltd. Service Tax 25526 2012-13Service Tax Dhanada Education Pvt.. Ltd. Service Tax 52218 2013-14Service Tax Dhanada Clean Energy (India) Pvt.. Ltd. Service Tax 16068 2014-15

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According to the information and explanation given to us in case of Holding Company no undisputed amounts payable in respect of statutory due were in arrears as at 31st March 2015, for a period of more than six months from the date they became payable except in case of Sales Tax Deferral liability of ` 21,04,188/-, which is not paid. Appropriate interest is also due till the actual date of payment.

b. Sales Tax Cases

i. In case of Holding Company 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 Dues Amount Period Forum Where dispute is pending

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

Bombay Sales Tax Act, 1959 Sales Tax 57,536 1999-2000Dy. Commissioner of Sales Tax,(Appeal) Aurangabad

Bombay Sales Tax Act, 1959 Sales Tax 88,239 2000-2001Dy. Commissioner of Sales Tax,(Appeal) Aurangabad

ii. In case of Holding Company 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 Dues

AmountPart Payment

madePeriod Forum Where dispute is pending

Bombay Sales Tax Act, 1959

Sales Tax 2,542,314 150,000 1998-1999Dy. Commissioner of Sales Tax,

(Appeal) AurangabadBombay Sales Tax Act, 1959

Sales Tax 1,779,156 125,000 1999-2000Dy. Commissioner of Sales Tax,

(Appeal) AurangabadBombay Sales Tax Act, 1959

Sales Tax 919,859 100,000 2000-2001Dy. Commissioner of Sales Tax,

(Appeal) AurangabadBombay Sales Tax Act, 1959

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

iii. Sales Tax Refund Cases:

In case of Holding Company the Company has disputed sales tax refund due and the matter is pending as detailed given below:

Name of the Statute

Nature of Dues

AmountPayment

Against DemandPeriod Forum Where dispute is pending

Maharashtra Value Added Tax, 2002

VAT Refund 1,60,494 2,02,023 2007-08Dy. Commissioner of Sales Tax,(Appeal) Aurangabad

Maharashtra Value Added Tax, 2002

VAT Refund 19,22,195 Nil 2008-09Dy. Commissioner of Sales Tax,(Appeal) Aurangabad

iv. Income Tax Cases:

In case of Holding Company the Company has disputed Income Tax liability against Assessment Order passed by Income Tax Officer and the matter is pending as detailed given below:

Name of the statute Nature of dues AmountPart

payment made

F.Y.Forum where dispute is

pending

Income Tax Act, 1961

Assessment dues

1,96,01,345 Nil 2012-13Commissioner of

Income Tax (Appeals) Aurangabad

c. According to the information and explanation given to us and other auditors, there are no amounts required to transfer to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

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8. Accumulated Losses

The Group has consolidated accumulated losses at the end of the financial year less than 50% of its networth and has incurred consolidated cash losses in the current financial year and in the immediately preceding financial year.

9. DuestofinancialInstitutions

In our opinion and according to the information and explanations given to us and other auditors, the respective Companies have defaulted in repayment of dues to banks as detailed given below:

In case of Holding Company, the Company has defaulted in repayment of dues to the extent of ` 1,01,26,914/-

(Including interest) of Bank of Maharashtra and ` 6,92,11,882/- of Phoenix ARC Pvt.. Ltd.

In case of subsidiary company - Dhanada Engineering Pvt.. Ltd. the Company has defaulted in repayment of dues to banks to the extent of ` 4,05,02,653/- (Including interest) of Phoenix ARC Pvt.. Ltd. in the form of Cash Credit, Term Loan and Vehicle Loan.

10. Guarantees given

According to the information and explanations given to us and other auditors, the respective Companies have not given any guarantee for loans taken by others from bank or financial institutes. The question of terms and conditions does not arise.

11. Term Loan

In our opinion and according to the information and explanations given to us and other auditors, and on an overall examination, the term loans taken have been applied for the purpose for which it was raised.

12. Frauds

In our opinion and according to the information and explanation given to us and other auditors, having regards to the nature of the holding company’s and subsidiaries companies’ business no fraud on or by the holding Company and subsidiary companies was noticed or reported during the year.

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

Place: Pune G. K. ChandavarkarDate : 30th May 2015 (Proprietor) M. No. 044537

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Particulars Note NoAs at

31st March 2015`

As at31st March 2014

`I. EQUITY AND LIABILITIESShareholder's Funds(a) Share Capital 1 5,59,33,581.00 5,59,33,581.00 (b) Reserves and Surplus 2 21,23,15,521.02 26,79,12,478.33 (c) Money received against share warrants - -

Share application money pending allotment - -

Minority Interest 3,96,817.89 -

Non-Current Liabilities(a) Long-term borrowings 3 3,90,47,215.79 5,23,86,357.56 (b) Deferred tax liabilities (Net) - - (c) Other Long term liabilities 4 44,98,996.98 44,98,996.98 (d) Long term provisions 5 22,12,454.00 14,40,421.00

Current Liabilities(a) Short-term borrowings 6 13,58,74,284.04 11,20,94,123.33 (b) Trade payables 1,24,77,605.25 1,71,60,406.06 (c) Other current liabilities 7 85,28,935.64 1,13,83,477.08 (d) Short-term provisions 8 78,86,989.27 1,14,15,995.74

Total 47,91,72,400.88 53,42,25,837.08 II. ASSETSNon-current assets(a) Fixed assets 9 (i) Tangible assets 33,34,62,549.43 36,67,32,297.17 (ii) Intangible assets 1,17,317.84 3,89,996.40 (iii) Capital work-in-progress 89,50,611.40 63,38,344.40 (iv) Intangible assets under development - - (b) Goodwill on Consolidation 4,38,74,791.90 6,45,71,503.98 (c) Non-current investments 10 30,000.00 30,000.00 (d) Deferred tax assets (net) 2,10,07,823.65 2,01,34,431.65 (e) Long term loans and advances 11 5,00,40,018.45 5,11,54,234.81 (f) Other non-current assets 12 36,69,599.46 35,38,723.74

Current assets(a) Current investments - - (b) Inventories 13 16,78,444.30 19,68,801.92 (c) Trade receivables 14 77,40,934.69 79,02,477.26 (d) Cash and cash equivalents 15 49,48,648.27 60,63,214.99 (e) Short-term loans and advances 16 16,74,496.64 25,54,467.59 (f) Other current assets 17 19,77,164.85 28,47,343.17

Total 47,91,72,400.88 53,42,25,837.08 Significant Accounting Policies 27 AOther 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 (DIN : 00007580) (DIN : 00007593)

Place : Pune Ramesh M. PradhanDate : 30th May 2015 Chief Financial Officer

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2015

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Particulars Note NoYear ended

31st March 2015`

Year ended31st March 2014

`

I. Revenue from operations 18 8,66,95,945.62 9,07,37,227.64

II. Other Income 19 9,87,906.49 52,29,818.68

III. Total Revenue (I +II) 8,76,83,852.11 9,59,67,046.32 IV. Expenses:

Cost of materials consumed 20 1,27,82,642.23 1,60,47,510.26

Changes in inventories of work-in-progress 21 1,65,730.00 14,42,838.88

Employee benefit expense 22 1,66,70,142.00 2,11,11,058.42

Financial costs 23 2,27,54,749.61 2,23,03,855.23

Depreciation and amortization expense 9 2,63,50,125.03 1,95,15,893.12

Other expenses 24 4,09,89,303.49 4,18,96,878.55

Total Expenses 11,97,12,692.36 12,23,18,034.46

V. Profit/(Loss) before exceptional and extraordinary items and tax (III - IV) (3,20,28,840.25) (2,63,50,988.14)

VI. Exceptional Items 25 (1,23,150.00) 1,41,139.00

VII. Profit/(Loss) before extraordinary items and tax (V - VI) (3,19,05,690.25) (2,64,92,127.14)

VIII. Extraordinary Items - -

IX.Profit/(Loss)beforetax(VII-VIII) (3,19,05,690.25) (2,64,92,127.14)X. Tax expense:

(1) Current tax - 2,32,502.00

(2) Deferred tax (8,73,392.00) (48,699.00)

XI.Profit/(Loss)fortheperiodfromcontinuingoperations(IX-X) (3,10,32,298.25) (2,66,75,930.14)XII. Profit/(Loss) from discontinuing operations - -

XIII. Tax expense of discounting operations - -

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

XV.Profit/(Loss)aftertaxfortheYear(XI+XIV) (3,10,32,298.25) (2,66,75,930.14)XVI. Less: Minority Interest (16,10,809.89) (77,43,667.99)

XVII.Profit/(Loss)fortheYear(XV-XVI) (2,94,21,488.36) (1,89,32,262.15)XVIII. Earning per equity share: Basic and Diluted 26 (0.53) (0.34)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 (DIN : 00007580) (DIN : 00007593)

Place : Pune Ramesh M. PradhanDate : 30th May 2015 Chief Financial Officer

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED ON 31ST MARCH 2015

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150

ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

ParticularsYear ended

31st March 2015`

Year ended31st March 2014

`(A) CASH FLOW FROM OPERATING ACTIVITY

Net Profit before tax and Extra-ordinary items (3,20,28,840.25) (2,63,50,988.14)Adjustments for:Depreciation 2,63,50,125.03 1,95,15,893.12 Interest Expenses 2,27,54,749.61 2,23,03,855.23 Interest Received (4,40,103.00) (5,39,189.60)Dividend Received (2,500.00) - Operating profit before Working Capital changes 1,66,33,431.39 1,49,29,570.61 Adjustments for:Decrease/(Increase) in Trade & Other Receivables 1,61,542.57 25,67,003.55 Decrease/(Increase) in Inventories 2,90,357.62 11,38,467.46 Loans & Advances 27,33,489.91 (27,27,681.84)Increase/(Decrease) in Trade & Other Payables (1,02,94,316.36) 3,29,536.10 Cash generated from operations 95,24,505.13 1,62,36,895.88 Taxes Paid - (2,32,502.00)Cash flow before extra-ordinary items 95,24,505.13 1,60,04,393.88 Exceptional Items 1,23,150.00 (1,41,139.00)(Profit)/Loss on Sale/Disposal of Fixed Assets (Net) 18,30,239.14 (1,46,187.11)Misc. Expenses Written off 1,14,77,894.27 - NetCashFlowfromOperatingActivity 1,14,77,894.27 1,57,17,067.77

(B) CASH FLOW FROM INVESTING ACTIVITY(Purchase) of Fixed Assets (31,69,614.00) (59,94,206.28)Sale/Disposal/Damage of Fixed Assets 38,51,000.00 11,00,000.00 Interest Revived 4,40,103.00 5,39,189.60 Dividend Received 2,500.00 - Opening Adjustment - (13,85,657.65)NetCashFlowfromInvestingActivity 11,23,989.00 (57,40,674.33)

(C) CASH FLOW FROM FINANCING ACTIVITYProceeds from/(Repayment of) Borrowings (Net) 1,04,41,018.94 1,24,88,659.35

Prior Years Income Tax Adjustment (14,02,719.32) -

Interest and Finance charges paid (2,27,54,749.61) (2,23,03,855.23)NetCashFlowfromFinancingActivity (1,37,16,449.99) (98,15,195.88)

(D) NET INCREASE IN CASH AND CASH EQUIVALENT (11,14,566.72) 1,61,197.56 (Refer to Cash & Bank Balance)

Cash and Cash Equivalent as on 01-04-2014 60,63,214.99 59,02,017.43 Cash and Cash Equivalent as on 31-03-2015 49,48,648.27 60,63,214.99

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

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 (DIN : 00007580) (DIN : 00007593)

Place : Pune Ramesh M. PradhanDate : 30th May 2015 Chief Financial Officer

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31ST MARCH 2015

Consolidated Financial Statements

ANNUAL REPORT 2015

151

DHANADACORPORATION

LIMITED

NOTE - 1 : SHARE CAPITAL(A) AuthorisedParticulars As at 31st March 2015 As at 31st March 2014

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 UpParticulars As at 31st March 2015 As at 31st March 2014

Nos Amount Nos AmountEquity shares of ` 1/- each with voting rights 5,59,33,581 5,59,33,581.00 5,59,33,581 5,59,33,581.00

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

As at 31st March 2015 As at 31st March 2014Nos Amount Nos Amount

Shares outstanding at the beginning of the year 5,59,33,581 5,59,33,581.00 5,59,33,581 5,59,33,581.00

Shares Issued during the year - - - -

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

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

31st March 2015 31st March 2014Nos Nos

Equity Shares:

Holding Company 3,38,16,271 3,40,46,271 Dhanada Holdings Pvt. Ltd

Total 3,38,16,271 3,40,46,271

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

As at 31st March 2015 As at 31st March 2014No of Shares

held% of holding No of Shares

held% of holding

Promoter:Dhanada Holdings Pvt. Ltd 3,38,16,271 60.46 3,40,46,271 60.87

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

Non-Promoter:Laxman V. Kulkarni 63,71,692 11.39 63,76,692 11.40

Total 4,31,14,723 77.08 4,33,49,723 77.50

Consolidated Financial Statements

152

ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

NOTE - 2 : RESERVES AND SURPLUS

Particulars As at 31st March 2015

As at 31st March 2014

A. Securities Premium Account

Opening Balance 28,88,64,684.02 28,88,64,684.02

Add : Securities premium credited on Share issue - -

Less : Premium Utilised for various reasons - -

Closing Balance 28,88,64,684.02 28,88,64,684.02

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

Add: Additions / transfers during the year - -

Less: Utilisations / transfers during the year - -

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

D. Surplus

Opening balance (2,60,86,205.69) (2,03,40,014.13)

Net Profit/(Net Loss) For the current year (2,94,21,488.36) (1,89,32,262.16)

Prior Years Income tax receivable adjusted (14,02,719.32) -

Adjustment due to revised estimation of useful life of assets as per Schedule II of the Companies Act, 2013

(20,68,409.77) -

Transfer from Minority Interest (20,07,627.78) (77,23,072.00)

Transfer from Goodwill (2,06,96,712.08) 2,09,09,142.60

Closing Balance (8,16,83,163.00) (2,60,86,205.69)

Total (A+B+C+D) 21,23,15,521.02 26,79,12,478.33

Consolidated Financial Statements

ANNUAL REPORT 2015

153

DHANADACORPORATION

LIMITED

NOTE - 3 : LONG TERM BORROWINGS(A)SecuredBorrowings

Particulars As at 31st March 2015

As at 31st March 2014

Term Loan From ARC 1. Phoenix ARC Pvt.. Ltd. - I 3,02,84,350.20 -

2. Phoenix ARC Pvt.. Ltd. - II 6,91,10,510.43 -

TermLoanFromBank 1. Saraswat Co. Op. Bank Ltd. - I - 4,90,71,596.64

2. Saraswat Co. Op. Bank Ltd. - II - 3,65,86,701.66

3. Bank of Maharashtra 4,74,24,715.00 4,42,21,198.00

4. HDFC Bank Ltd. - Vehicle Loan - I 3,03,912.60 3,19,104.74

14,71,23,488.23 13,01,98,601.04

Less: Shown in Current Maturities of Short Term Debts as per Note No. 6 11,62,53,645.72 9,29,00,800.04

Sub Total - A 3,08,69,842.51 3,72,97,801.00 (B)UnsecuredBorrowings 1. Sales Tax Deferment 21,04,188.02 21,04,188.02

2. Loans and Advances from Related Parties

Dhanada Holdings Pvt.. Ltd. (Holding Company) 57,06,958.54 1,26,90,768.54

Dhanada Education Pvt.. Ltd. - Group Company 3,66,226.72 2,93,600.00

Sub Total - B 81,77,373.28 1,50,88,556.56 Total A + B 3,90,47,215.79 5,23,86,357.56

In Case of Dhanada Corporation Limited Term Loan I and II from Phoenix ARC Pvt.. Ltd. are secured by Mortgage of Hotel Property and hypothecation of movable of Assets and personal guarantee 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% per annum. ‘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 from HDFC Bank Ltd. are secured by Hypothecation of Vehicles and rate of interest is 12.51% per annum for 60 month commenced from June 2011.

In Case of Dhanada Engineering Pvt.. Ltd. Term Loan I and II from Phoenix ARC Pvt.. Ltd. are Secured by hypothecation/mortgage of Factory Building, Imported Machinery, Other P & M Electrical equipment, Dies Moulds etc. and further guaranteed by directors in their personal capacity Terms of Repayment - 6 years from 2009-10 Rate of Interest - 14.50%)

NOTE - 4 : OTHER LONG TERM LIABILITIES

Particulars As at 31st March 2015

As at 31st March 2014

Security Deposits 3,00,000.00 3,00,000.00

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 44,98,996.98 In case of Dhanada Corporation Ltd, amount payable under Scheme of Amalgamation 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 Is still payable to Dr. Laxman Vishnu Kulkarni.

NOTE - 5 : LONG TERM PROVISIONS

Particulars As at 31st March 2015

As at 31st March 2014

Provisions for Employee Benefits:

(As per Note : 27 B -9 a, b and c)

Gratuity Payable 12,64,652.00 6,26,868.00

Leave Encashment 9,40,802.00 8,06,553.00

Income Tax Provision for F.Y. 2008-09 7,000.00 7,000.00

Total 22,12,454.00 14,40,421.00

Consolidated Financial Statements

154

ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

NOTE - 6 : SHORT TERM BORROWINGS

Particulars As at 31st March 2015

As at 31st March 2014

FromBank-Secured 1. Cash Credit/Over Draft from Banks against Fixed Deposit 1,32,51,438.41 1,30,19,682.89 2. Over Draft against property of land 52,63,207.85 - 3. Current Maturities of Term Loans 11,61,32,197.86 9,29,00,800.04 4. Other Borrowings - Vehicle Loan 1,21,447.86 1,09,521.40 Unsecured 1. Other Borrowings - Ramesh R. Havele 11,05,992.06 10,72,188.84 2. Over Draft - Bank of Maharashtra - 49,91,930.16

Total 13,58,74,284.04 11,20,94,123.33 1. Cash Credit of ` 101.98 lacs From Phoenix ARC Pvt.. Ltd. Secured by Hypothecation of Stock, Receivables and further

guaranteed by directors in their personal capacity. 2. Over Draft of ` 19.56 lacs from HDFC Bank Ltd. and ` 10.97 lacs form Axis Bank Ltd. are secured against Fixed Deposit 3. Over Draft of `. 52.63 lacs against Property of Land secured by Mortgage of Land situated at Village Mauje Nande, Pune. 4. Vehicle Loan of ` 1.21 lacs is secured by hypothecation of Vehicle. 5. Current Maturities of Term Loans are considered from Note No. 3

NOTE - 7 : OTHER CURRENT LIABILITIES

Particulars As at 31st March 2015

As at 31st March 2014

Profession Tax Payable 80,875.00 79,025.00 Luxury Tax Payable 14,39,652.07 13,90,156.33 Service Tax Payable 5,83,849.49 16,74,928.37 Local Body Tax Payable 12,408.00 8,892.00 TDS Payable 23,04,852.37 21,27,070.37 VAT/CST Payable 23,98,334.71 35,33,408.98 Property Tax Payable 91,207.00 91,207.00 ESI Payable 64,399.00 64,377.00 Provident Fund Payable 2,01,573.84 1,87,437.84 Advance From Customers 8,93,172.56 8,83,088.05 Loan of Dhanada Education 3,41,000.00 - Other Current Liabilities 1,17,611.60 13,43,886.14

Total 85,28,935.64 1,13,83,477.08

NOTE - 8 : SHORT TERM PROVISIONS

Particulars As at 31st March 2015

As at 31st March 2014

Electricity Expenses Payable 48,702.85 9,14,685.73 Interest payable on Taxes 17,46,766.19 21,25,869.19 News Paper Expenses Payable 4,796.00 6,488.00 Salary & Wages Payable 55,53,427.51 58,02,717.51 Stipend Payable 52,323.00 52,277.00 Telephone Expenses Payable - 7,654.00 Income Tax (MAT) Provision - 2013-14 - 2,32,502.00 Other Payable 4,80,973.72 22,73,802.31

Total 78,86,989.27 1,14,15,995.74

NOTE - 10 : NON CURRENT INVESTMENTS

Particulars As at 31st March 2015 As at 31st March 2014Quoted Unquoted Total Quoted Unquoted Total

A. Trade Investments (At Cost)(a) Investment in equity instruments

2500 (As at 31 March, 2014: 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

Consolidated Financial Statements

ANNUAL REPORT 2015

155

DHANADACORPORATION

LIMITED

NOTE

- 9 : F

IXED

ASS

ETS

Sr.

No.

Fixed

Ass

ets

GrossB

lock

Accu

mulat

ed D

epre

ciatio

nNe

tBloc

k

As at

31

st Ma

rch

2014

Addit

ions

Disp

osals

Othe

r Ad

justm

ents

As at

31

st Ma

rch

2015

Asse

ts re

value

d inc

luded

in

GrossB

lock

As at

31

st Ma

rch

2014

Depr

eciat

ion/

Amor

tisati

on

expe

nses

for

the y

ear

Elim

inated

on

disp

osal

of A

ssets

Depr

e-cia

tion

Adjus

-tm

ent *

As at

31

st Ma

rch

2015

As at

31

st Ma

rch

2014

As at

31

st Ma

rch

2015

12

34

56=

(2+3

-4-5

)7

89

1011

12=(

8+9-

10-1

1)13

=(2-

8)14

=(6-

12)

ATa

ngibl

e Ass

ets

1La

nd 4

,59,

72,4

03.0

0 -

- -

4,5

9,72

,403

.00

12,0

0,00

0.00

-

- -

- -

4,5

9,72

,403

.00

4,5

9,72

,403

.00

2Bu

ildin

g24

,45,

66,7

65.2

6 -

- -

24,4

5,66

,765

.26

18,0

0,00

0.00

4

,61,

01,3

62.3

5 4

1,10

,227

.16

- 3

,11,

091.

39

5,0

5,22

,680

.90

19,8

4,65

,402

.91

19,4

0,44

,084

.36

3Pl

ant a

nd E

quip

men

ts18

,00,

41,7

47.5

9 1

,06,

625.

00

1,19

,54,

882.

00

- 16

,81,

93,4

90.5

9 65

,25,

000.

00

9,3

7,81

,343

.85

1,12

,82,

703.

28

63,

31,0

63.5

8 16

,36,

831.

31

10,0

3,69

,814

.86

8,6

2,60

,403

.74

6,7

8,23

,675

.73

4Fu

rnitu

re a

nd F

ixtur

es 4

,88,

72,8

34.7

6 4

,50,

722.

00

- -

4,9

3,23

,556

.76

- 1

,48,

25,4

87.0

6 1,

02,6

2,55

4.92

-

13,

092.

58

2,5

1,01

,134

.56

3,4

0,47

,347

.70

2,4

2,22

,422

.20

5Ve

hicl

e 4

8,98

,101

.70

- 1

,10,

499.

59

- 4

7,87

,602

.11

- 2

9,11

,361

.23

5,0

1,24

4.25

5

3,07

8.87

2

8,11

1.35

3

3,87

,637

.96

19,

86,7

40.1

3 1

3,99

,964

.15

Total

52,43

,51,85

2.31

5,57

,347.0

0 1,2

0,65,3

81.59

-

51,28

,43,81

7.72

95,25

,000.0

0 15

,76,19

,554.4

9 2,6

1,56,7

29.61

63

,84,14

2.45

19,89

,126.6

3 17

,93,81

,268.2

8 36

,67,32

,297.4

8 33

,34,62

,549.4

3

Prev

ious

Yea

r52

,43,

83,4

82.3

4 1

7,18

,370

.88

17,

50,0

00.0

0 -

52,4

3,51

,853

.22

95,2

5,00

0.00

13

,92,

44,8

88.3

2 1,

91,7

0,85

4.84

7

,96,

187.

11

- 15

,76,

19,5

56.0

5 38

,51,

38,5

94.0

2 36

,67,

32,2

97.1

7

BInt

angib

le As

sets

1G

oodw

ill 1

5,00

,000

.00

- -

- 1

5,00

,000

.00

- 1

3,50

,000

.00

1,5

0,00

0.00

-

- 1

5,00

,000

.00

1,5

0,00

0.00

-

2Co

mpu

ter S

oftw

are

16,

83,1

02.4

8 -

- -

16,

83,1

02.4

8 -

14,

43,1

06.0

8 4

3,39

5.42

-

79,

283.

14

15,

65,7

84.6

4 2

,39,

996.

40

1,1

7,31

7.84

Total

31,83

,102.4

8 -

- -

31,83

,102.4

8 -

27,93

,106.0

8 1,

93,39

5.42

- 79

,283.1

4 30

,65,78

4.64

3,89

,996.4

0 1,

17,31

7.84

Prev

ious

Yea

r 3

0,83

,102

.00

1,0

0,00

0.00

-

- 3

1,83

,102

.00

- 2

4,48

,067

.32

3,4

5,03

8.28

-

- 2

7,93

,105

.60

6,3

5,03

4.68

3

,89,

996.

40

CCa

pitalWorkInP

rogress

63,38

,344.4

0 26

,12,26

7.00

- -

89,50

,611.4

0 -

- -

- -

- 63

,38,34

4.40

89,50

,611.4

0

Total

63,38

,344.4

0 26

,12,26

7.00

- -

89,50

,611.4

0 -

- -

- -

- 63

,38,34

4.40

89,50

,611.4

0

Prev

ious

Yea

r 2

1,62

,509

.00

47,

00,8

35.4

0 -

5,2

5,00

0.00

6

3,38

,344

.40

- -

- -

- -

21,

62,5

09.0

0 6

3,38

,344

.40

Gran

d Tot

al53

,38,73

,299.1

9 31

,69,61

4.00

1,20,6

5,381

.59

- 52

,49,77

,531.6

0 95

,25,00

0.00

16,04

,12,66

0.57

2,63,5

0,125

.03

63,84

,142.4

5 20

,68,40

9.76

18,24

,47,05

2.91

37,34

,60,63

8.28

34,25

,30,47

8.68

Prev

ious

Yea

r52

,96,

29,0

93.3

4 6

5,19

,206

.28

17,

50,0

00.0

0 5

,25,

000.

00

53,3

8,73

,299

.62

95,2

5,00

0.00

14

,16,

92,9

55.6

4 1,

95,1

5,89

3.12

7

,96,

187.

11

- 16

,04,

12,6

61.6

5 38

,79,

36,1

37.7

0 37

,34,

60,6

37.9

7

Not

e:

In

cas

e of

Dha

nada

Cor

pora

tion

Ltd.

, as

per

Cla

use

No.

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

C

ompa

ny h

as a

cqui

red

land

from

Dr.

Laxm

an 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

Apr

il 20

10. H

owev

er, r

egis

tratio

n of

the

conv

eyan

ce d

eed

is

pend

ing

till t

he d

ate

of a

udit.

*

Dep

reci

atio

n ad

just

men

t is

due

to c

hang

e in

use

ful l

ife a

s pr

escr

ibed

in S

ched

ule

II to

the

Com

pani

es A

ct, 2

013.

a.

The

re is

deb

it to

the

reta

ined

ear

ning

s of

` 2

0.68

lacs

for t

he a

sset

s w

hose

rem

aini

ng li

fe o

n 1s

t Apr

il 20

14 is

redu

ced

to n

il in

acc

orda

nce

with

the

revi

sed

the

estim

aed

usef

ul li

fe in

acc

orda

nce

w

ith th

e pr

ovis

ions

of s

ched

ule

II of

the

Com

pani

es A

ct, 2

013.

b.

The

dep

reci

atio

n ch

arge

d fo

r the

yea

r end

ed 3

1st M

ach

2015

is h

ighe

r by

` 86

.44

lacs

.

Consolidated Financial Statements

156

ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

NOTE - 11 : LONG TERM LOANS AND ADVANCES(Unsecured - Considered good unless otherwise stated)

Particulars As at 31st March 2015

As at 31st March 2014

(a) Capital advances 4,17,23,341.60 4,18,83,600.00 (b) Security deposits 24,22,328.00 23,37,228.00 (c) Income Tax Refund 22,96,755.29 33,35,813.25 (d) Balances with government authorities

(i) VAT credit receivable 26,29,885.56 26,29,885.56 (ii) Service Tax credit receivable 3,88,685.00 3,88,685.00

(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.2007-08 2,02,023.00 2,02,023.00

Total 5,00,40,018.45 5,11,54,234.81

NOTE - 12 : OTHER NON CURRENT ASSETS

Particulars As at 31st March 2015

As at 31st March 2014

Accrued Interest on Fixed Deposit 21,48,733.46 19,02,180.47 Security Deposit with MIDC 1,686.00 1,686.00 Security Deposit with MSEB 19,180.00 19,180.00 Vat Refund Receivable F.Y. 2008-09 - 43,050.27 Other Advances 15,00,000.00 15,00,000.00 Other Interest Receivable - 72,627.00

Total 36,69,599.46 35,38,723.74

NOTE - 13 : INVENTORIES

Particulars As at 31st March 2015

As at 31st March 2014

a. Inventories (Valued at Cost price) 16,78,444.30 18,03,071.92 (As taken valued and certified by managementb. Work-in-progress (Valued at Material + Labour) - 1,65,730.00

Total 16,78,444.30 19,68,801.92

NOTE - 14 : TRADE RECEIVABLES

Particulars As at 31st March 2015

As at 31st March 2014

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 59,19,028.96 68,07,011.59 c. Doubtful - -

59,19,028.96 68,07,011.59 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 18,21,905.73 10,95,465.67 c. Doubtful - -

18,21,905.73 10,95,465.67 Total 77,40,934.69 79,02,477.26

Consolidated Financial Statements

ANNUAL REPORT 2015

157

DHANADACORPORATION

LIMITED

NOTE - 15 : CASH AND CASH EQUIVALENT

Particulars As at 31st March 2015

As at 31st March 2014

A. Balances with banks (a) Term Deposits with Bank 32,54,815.00 42,58,490.86 (Kept as Lein for Over Draft Facility from Banks) (b) Bank balances: 9,16,415.68 25,774.54

B. Cash on hand 7,77,417.59 17,78,949.59

Total 49,48,648.27 60,63,214.99 NOTE - 16 : SHORT TERM LOANS AND ADVANCES(Unsecured - Considered good unless otherwise stated)

Particulars As at 31st March 2015

As at 31st March 2014

(a) Security deposits Secured, considered good - - Unsecured, considered good 1,000.00 5,655.00 Doubtful - - Less: Provision for doubtful deposits - -

(b) Loans and advances to employees 68,301.00 25,035.00 (c) Prepaid expenses 8,92,994.92 8,86,093.80 (d) Other Advance 7,12,200.72 16,37,683.79

Total 16,74,496.64 25,54,467.59 NOTE - 17 : OTHER CURRENT ASSETS

Particulars As at 31st March 2015

As at 31st March 2014

Advance to Supplier 1,92,500.86 2,23,782.00 Advance to Staff - 19,483.42 Excise Duty 16,84,152.76 21,79,054.06 TDS Receivable 74,727.23 2,08,883.25 Recoverable from Gov. Agencies 3,314.00 1,26,170.70 Other Tax Payments 22,470.00 89,969.74

Total 19,77,164.85 28,47,343.17 NOTE - 18 : REVENUE FROM OPERATION(Refer Note No. 28 A (4) on Revenue Recognition

Particulars Year ended 31st March 2015

Year ended 31st March 2014

Food & Beverage 2,85,75,495.08 2,79,01,526.75 Liquor Sale 17,31,122.48 16,17,697.29 Room Revenue 5,06,23,119.75 4,90,04,927.53 Banquet Sale 48,11,319.30 49,21,211.00 Sale of Product 4,27,518.80 49,45,731.59 Less: Excise duty (36,221.30) (4,18,677.91)Sale of Service (Job Work) 1,50,000.00 1,97,588.00 Sale of Scrap 38,455.57 41,840.00 Courseware Revenue - 14,83,804.00 Other Miscellaneous Income 3,75,135.94 10,41,579.39

Total 8,66,95,945.62 9,07,37,227.64 NOTE - 19 : OTHER INCOME

Particulars Year ended 31st March 2015

Year ended 31st March 2014

a. Interest Income: (i) On Bank Fixed Deposit 4,40,103.00 5,38,157.60 (ii) Other Interest - 1,032.00 b. Dividend Received 2,500.00 - c. Creditors and Misc. balances written back 3,37,121.99 45,23,937.55 d. Interest on Income Tax Refund Received 28,527.70 20,504.42 e. Profit on Sale of Assets 1,38,653.80 1,46,187.11 f. Other Misc. Income 41,000.00 -

Total 9,87,906.49 52,29,818.68

Consolidated Financial Statements

158

ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

NOTE - 20 : COST OF MATERIAL CONSUMED

Particulars Year ended 31st March 2015

Year ended 31st March 2014

COST OF MATERIAL CONSUMEDOpening Stock 18,03,071.92 19,98,629.20

Add : Purchases 1,26,58,014.61 1,58,51,952.98

Less : Closing Stock 16,78,444.30 18,03,071.92

Food and Beverage Consumed : 1,27,82,642.23 1,60,47,510.26

NOTE - 21 : CHANGE IN INVENTORY OF WIP

Particulars Year ended 31st March 2015

Year ended 31st March 2014

Opening Stock of WIP 1,65,730.00 16,08,568.88

Closing Stock of WIP - 1,65,730.00

(Increase) / Decrease in Inventory of WIP 1,65,730.00 14,42,838.88

NOTE - 22 : EMPLOYEE BENEFITS EXPENSES

Particulars Year ended 31st March 2015

Year ended 31st March 2014

Salaries and Wages and Ex-gratia 1,27,81,088.00 1,78,46,811.00

Employers' Contributions to Provident Fund 8,12,178.00 8,47,926.84

Employers' Contributions to ESIC 3,23,233.00 3,63,138.00

Gratuity and Leave Encashment 10,61,070.00 2,34,574.00

Staff welfare and Other expenses 5,66,141.00 6,92,176.58

Salary Reimbursement 11,26,432.00 11,26,432.00

Total 1,66,70,142.00 2,11,11,058.42 NOTE - 23 FINANCIAL COST

Particulars Year ended 31st March 2015

Year ended 31st March 2014

Interest on Bank Overdraft 4,09,735.00 3,98,833.28

Interest on C.C. 15,18,755.86 10,96,972.00

Interest on Vehicle Loan 47,974.42 66,494.63

Interest on Term loan 1,89,40,079.33 1,88,06,999.32

Interest on Late Payment of Taxes 15,02,634.00 13,37,762.00

Interest to Vendor 3,35,571.00 5,96,794.00

Total 2,27,54,749.61 2,23,03,855.23

Consolidated Financial Statements

ANNUAL REPORT 2015

159

DHANADACORPORATION

LIMITED

NOTE - 24 : OTHER EXPENSES

Particulars Year ended 31st March 2015

Year ended 31st March 2014

Operating Expenses:

Direct Expenses 19,84,240.52 28,68,998.39

Housekeeping 1,31,569.72 3,83,215.01

Linen and Laundry 11,09,180.65 10,46,532.80

Power and Fuel 1,52,17,267.12 1,42,57,767.87

Repairs to Building 12,56,542.15 9,62,155.89

Repairs to Machinery and Others 20,58,954.89 18,12,914.64

Sales Promotion 3,82,771.00 1,62,905.80

Security and Labour Hire 22,97,784.47 34,89,805.15

Administration and General Expenses:

Administration Expenses 12,22,435.97 12,93,541.47

Advertisement and Publicity 1,06,231.00 2,55,565.00

Auditors Remuneration 3,30,619.00 3,37,361.00

Bad Debts Written off 14,65,427.96 7,45,677.69

Bank Commission and Charges 8,52,013.58 5,49,809.18

Insurance 3,17,492.00 5,25,253.00

Interest on Tax Payments 70,079.00 1,42,895.00

Licence Fees 6,97,187.00 4,37,390.00

Printing and Stationary 5,85,013.00 6,85,272.50

Professional Fees 68,43,557.00 69,04,455.00

Rates and Taxes 10,43,451.00 8,45,749.00

Rent 3,60,000.00 33,18,841.00

Communication Expenses 3,69,434.52 5,10,795.52

Travelling and Lodging 3,19,159.00 3,59,977.64

Loss on Sale of Assets 19,68,892.94 -

Total 4,09,89,303.49 4,18,96,878.55

NOTE - 25 : EXCEPTIONAL ITEMS

Particulars Year ended 31st March 2015

Year ended 31st March 2014

Prior Year Expenses - 1,41,139.00

Less : Prior Year Income 1,23,150.00 -

Total (1,23,150.00) 1,41,139.00

NOTE - 26 : EARNINGS PER SHARE

Particulars Year ended 31st March 2015

Year ended 31st March 2014

Net Profit / (Loss) after current and deferred tax (2,94,21,488.36) (1,89,32,262.15)

Weighted average number of equity shares of Re 1/- each 5,59,33,581 5,59,33,581

Earnings per Share (EPS) (`) – Basic and Diluted (0.53) (0.34)

Consolidated Financial Statements

160

ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

NOTE – 27: OTHER NOTES ON ACCOUNTS

A.SignificantAccountingPolicies

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 and are prepared on historical cost convention.

b. The Financial Statements of the Company have been prepared in accordance with the generally accepted accounting principles in India (Indian GAAP) and comply with accounting standard applicable under section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014 (As amended and relevant provisions of the Companies Act, 2013 as applicable.

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:

• The financial statements of the Company and its Subsidiary have been combined on a line-by-line basis by adding together 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.

• The financial statements of Subsidiary used in the consolidation are drawn up to the same reporting date.

• Minority Interest in the net assets of Subsidiaries consists of :

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.

• The detail of Subsidiary which is included in the consolidation is given below:

Name of CompanyHolding (%)

2014-15 2013-14Dhanada Engineering Pvt.. Ltd. 89.32 78.30Dhanada Education Pvt.. Ltd. 99.23 55.46Dhanada Clean Energy (India) Pvt.. Ltd. 92.43 60.00

4. Revenue Recognition:

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.

Interest income is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable.

Consolidated Financial Statements

ANNUAL REPORT 2015

161

DHANADACORPORATION

LIMITED

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:

The Holding Company provides depreciation on all its assets on the Straight Line method at the rates and useful life of Assets in the manner specified in Schedule II of the Companies Act, 2013, proportionate from the date they are put to use.

In respect of the subsidiary companies, Dhanada Engineering Pvt.. Ltd. and Dhanada Clean Energy (India) Pvt.. Ltd., depreciation is provided on WDV method at the rates prescribed and useful life of Assets in the manner specified in Schedule II of the Companies Act, 2013, proportionate from the date they are put to use.

In case of Dhanada Education Pvt.. Ltd. Depreciation has been provided on all Assets on the Written Down Value Method at the rates and in the manner specified in the Income Tax Act, 1961; proportionate from the date they are put to use and the same has not been provided for as stipulated by Schedule II to the Companies Act, 2013.

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. RetirementsBenefits:

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.

In case of Dhanada Engineering Pvt.. Ltd., Liability towards gratuity has been provided in the books on actuarial basis till financial year 2012-13. However, for financial year 2013-14 and 2014-15 liabilities towards Gratuity has not been provided in case of Dhanada Engineering Pvt.. Ltd. and Dhanada Clean Energy (India) Pvt.. Ltd. and in case of Dhanada Education Pvt.. Ltd. provision of Gratuity is not applicable.

In case of the Holding Company, actuarial gains and losses are recognized in full in the Statement of Profit and Loss for the year in which they occur. (Refer note 27 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 wherever applicable.

iii. Leave Encashment:

Employees’ are eligible for Leave Encashment. In case of Holding Company, the Company has provided Leave Encashment benefit on actuarial value basis. In case of subsidiary companies leave Encashment benefits are not provided.

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 wherever applicable.

Consolidated Financial Statements

162

ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

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.

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 31stMarch2015andProfit&LossAccountfortheyearended31st March 2015:

1. In case of Holding Company, 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 Dhanada Engineering Pvt.. Ltd. and in case of Dhanada Education Pvt.. Ltd. no managerial remuneration have paid in the current year (previous year ` 6,00,000/- and Nil respectively) and in case of Dhanada Clean Energy (India) Pvt.. Ltd. the Companies have paid managerial remuneration of ` 4,50,000/- (Previous Year ` 5,95,000/-).

3. Auditor’s Remuneration:

Sr. No. Particulars 2014-15 2013-14

1. Dhanada Corporation Ltd. 2,52,810 2,52,810

2. Dhanada Engineering Pvt.. Ltd. 84,270 84,270

3. Dhanada Education Pvt.. Ltd. 2,809 2,809

4. Dhanada Clean Energy (India) Pvt.. Ltd. 1,8540 37,361

TOTAL 3,58,429 3,77,250

4. C.I.F. Values of Imports and Expenditure in foreign currency: NIL 5. F.O.B value of Exports and Earning in Foreign Exchange: NIL 6. Provision for Taxation:

Current Tax: As there in no taxable income or Book Profit in the Group; provision for Income Tax has not been made.

Consolidated Financial Statements

ANNUAL REPORT 2015

163

DHANADACORPORATION

LIMITED

In case of Dhanada Corporation Ltd., Dhanada Engineering Pvt.. Ltd. and Dhanada Education Pvt.. Ltd., Deferred Tax Assets are not recognized as there is no reasonable certainty of realization.

In case of Dhanada Clean Energy (India) Pvt.. Ltd., Deferred Tax asset has been recognized which result from timing differences.

PARTICULARS Dhanada Clean Energy (India) Pvt.. Ltd.

As at 31st March 2015 As at 31st March 2014

Deferred Tax Asset :(a)Unabsorbed Depreciation(b)Business Loss(c)43B Disallowance

96,4718,26,48553,507

74,422Nil

46,874Total 9,76,463 1,21,296Deferred Tax Liability :Depreciation 2,074 20,299Total 2,074 20299Net Deferred Tax (Liability) / Assets 9,74,389 1,00,997

7. The outstanding balances of sundry creditors, sundry debtors, and advances (taken or given) are subject to reconciliation and consequent adjustment if any.

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 Accounting Standard 15 Revised):

Following information are based on report of Actuary and relied upon by the Auditors:

a. Defined benefit plans of Gratuity:

ParticularsDhanada Corporation Ltd.

2014-15 2013-14

The principal assumptions used in actuarial valuation are as below:

Discount Rate 7.80% 9.20%Expected rate of future salary increase 10.00% 10.00%Expected Average remaining working lives of employees (years) 12.79 11.72Change in present value of obligations:Present Value of Obligation as at the beginning 4,79,156 4,11,727Interest Cost 40,960 32,672Current Service Cost 2,99,552 1,14,142Benefits Paid (67,875) (16,731)Actuarial (Gain)/Loss on obligations 3,65,147 (62,654)Present Value of Obligations at the end of the year 11,16,940 4,79,156Liability recognized in the Balance Sheet:Present Value of Obligation as at the end of the year 11,16,940 4,79,156Fair Value of Plan Assets as at the end of the year Nil NilFunded Status (11,16,940) (4,79,156)Current Liability 27,015 14,814

Non Current Liability 10,89,925 4,64,342

Unrecognized Actuarial (gain) / Losses Nil NilNet Asset / (Liability) Recognized in the Balance Sheet (11,16,940) (4,79,156)Expenses recognized in the Statement of Profit and Loss:Current Service Cost 2,99,552 1,14,142Interest Cost 40,960 32,672Net Actuarial (Gain) / Loss recognized in the year 3,65,147 (62,654)Expenses Recognized in the statement of Profit & Loss at the end of period 7,05,659 84,160

Consolidated Financial Statements

164

ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

Actuarial Valuation has not been done in case of Subsidiary Companies for the current financial year 2014-15.

b. Wherever 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 2015 is ` 9,40,802/- (Previous Year ` 8,06,553/-).

c. Amount recognized as an expense in respect of defined Contribution plans are as under:

ParticularsDhanada Corporation Ltd.

2014-15 2013-14Contribution to Govt. Provident Fund 8,12,178 7,97,663Employees’ State Insurance Scheme (ESIS) 3,23,233 3,45,345

10. Segment Reporting

The Group is engaged in Hospitality, Engineering, Education, Energy 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.

Primary Segment:(` In Lacs)

Sr. No.

Particulars

Hospitality Engineering Education Energy Treasury Operations Total

2014-15 2013-14 2014-15 2013-14 2014-15 2013-14 2014-15 2013-14 2014-15 2013-14 2014-15 2013-141. Segment Revenue

a. External 861.55 845.06 4.15 35.24 0.69 14.84 3.83 12.23 6.62 52.30 876.84 959.67 b. Inter-Segment - - - - - - - - - - - - c. Total Revenue 861.55 845.06 4.15 35.24 0.69 14.84 3.83 12.23 6.62 52.30 876.84 959.67

2.

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

98 88 0.5 4 0.1 2 0.4 1 1 5 100 100

3.

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

196.34 260.80 (19.27) (60.99) (2.02) (4.97) (8.74) (21.38) 6.62 52.30 172.93 225.76

4. Interest 171.00 173.36 56.36 47.94 0.19 1.73 - - - - 227.55 223.03

5.Depreciation / Amortization

209.11 133.95 51.48 57.08 1.60 3.00 1.30 1.13 - - 263.49 195.16

6. Taxes - - - - - - (8.73) (0.49) - 2.33 (8.73) 1.84

7.Segment Result Net Profit/(Loss)

(183.77) (46.51) (127.11) (166.01) (3.81) (9.70) (1.31) (22.02) 6.62 49.97 (309.38) (194.27)

8. Segment Assets 3,647.24 3,806.00 330.08 464.46 23.45 19.76 14.88 21.09 51.49 59.03 4,067.14 4,370.34

9.Segment Assets as a percentage of all Segments

90 87 8 11 1 0.50 0 0.50 1 1 100 100

10. Segment Liabilities 1,477.65 1,475.44 509.10 706.61 40.78 156.76 39.71 46.88 19.46 31.15 2,086.70 2,416.84 11. Capital Expenditure 31.70 54.73 - 5.10 - 5.36 - - - - 31.70 65.19

12.

Non-Cash Expenses other than Depreciation and Amortization

11.88 3.86 1.89 3.60 - - 0.88 - - - 14.65 7.46

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

i. In case of Dhanada Corporation Ltd.

Sr. No.

Name of the PartyNature of Transaction

Opening Balance

Addition/ Adjustment

Payment/ Receipt/

Adjustment

Balance Outstanding

31st March 2015Holding Company

1. Dhanada Holdings Pvt.. Ltd. Unsecured Loan Taken

1,26,90,769Cr.

9,69,645Cr.

79,53,455Dr.

57,06,959Cr.

Consolidated Financial Statements

ANNUAL REPORT 2015

165

DHANADACORPORATION

LIMITED

ii. In case of Dhanada Engineering Pvt.. Ltd.

Sr. No.

Name of the PartyNature of Transaction

Opening Balance

Addition/ Adjustment

Payment/ Receipt/

Adjustment

Balance Outstanding

31st March 2015Group Companies

1 Dhanada Education Pvt.. Ltd. Unsecured Loan Taken

293,600Cr.

72,627 Cr.

Nil 3,66,227

Cr.

2 Dhanada Education Pvt.. Ltd. Interest Payable 72,627

Cr. Nil

72,627Dr.

Nil

3Dhanada Clean Energy (India) Pvt.. Ltd.

Unsecured Loan Given

48,652Dr.

Nil Nil48,652

Dr. Ultimate Holding Company

1 Dhanada Holdings Pvt.. Ltd.Office Rent / Admin. Charges

139,996Cr.

Nil 68,300

Dr. 71,696

Cr.

iii. In case of Dhanada Education Pvt.. Ltd.

Sr. No.

Name of the PartyNature of Transaction

Opening Balance

Addition/ Adjustment

Payment/ Receipt/

Adjustment

Balance Outstanding

31st March 2015Ultimate Holding Company

1 Dhanada Holdings Private Ltd.Administrative Charges

1,98,000 Cr

Nil Nil1,98,000

CrDirector

1 Ramesh R. HaveleUnsecured Loan taken

10,72,189Cr

33,803Cr.

Nil11,05,992

Cr Group Company

1 Dhanada Engineering Pvt.. Ltd.Unsecured Loan Given

2,93,600Dr

72,627Dr

Nil3,66,227

Dr

2 Dhanada Engineering Pvt.. Ltd.Interest on Unsecured Loan Receivable

72,627Dr

Nil72,627

CrNil

3Dhanada Clean Energy (India) Pvt.. Ltd.

Unsecured Loan Given

3,41,000Dr

Nil Nil3,41,000

Dr

iv. In case of Dhanada Clean Energy (India) Pvt.. Ltd.

Sr. No.

Name of the PartyNature of Transaction

Opening Balance

Addition/ Adjustment

Payment/ Receipt/

Adjustment

Balance Outstanding

31st March 2015Group Company

1 Dhanada Education Pvt.. Ltd.Unsecured Loan Taken

3,41,000Cr.

Nil Nil 3,41,000

Cr

2 Dhanada Engineering Pvt.. Ltd.Unsecured Loan Taken

48,652 Cr

Nil Nil48,652

Cr

b. In case of Dhanada Corporation Ltd. and Dhanada Education Pvt.. Ltd., no remuneration and Board Meeting Seating Fees has been paid to the Directors of the Company for the financial year 2014-15 (Previous Year ̀ Nil).

In case of Dhanada Engineering Pvt.. Ltd. no remuneration paid to the Directors of the Company. (Previous Year ` 6,00,000/-).

In case of Dhanada Clean Energy Pvt.. Ltd. the Company has paid managerial remuneration of ` 4,50,000/- (Previous Year ` 6,00,000/-).

12. Impairment of Fixed Assets:

In case of Holding Company, 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 is no impairment of assets in the current year.

In case of Subsidiary Companies, there is no impairment of assets in the current year.

Consolidated Financial Statements

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ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

13. In case of Dhanada Corporation Ltd. the Company has provided diminution in the value of Investment made in Subsidiary Companies to the extent of ` 441.57 lacs.

14. Events occurring after Balance Sheet Date:

No significant events have been reported by the Group after the balance sheet date till signing of the report which could affect the financial position as on 31st March 2015.

In case of Dhanada Engineering Pvt.. Ltd., the Company has presently discontinued its manufacturing operations due to liquidity and working capital constraints.

15. Provisions, Contingent Liabilities and Contingent Asset:

i. In case of a Holding Company Contingent Liabilities and Contingent Assets:

Contingent Liabilities and Assets not provided for 2014-15 2013-14Contingent Liability - Income Tax 1,96,01,345 NilContingent Assets - VAT Refund 20,82,689 1,60,494

ii. 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.

iii. In case of Dhanada Corporation Ltd, and Dhanada Engineering Pvt.. Ltd. has defaulted in payment of statutory dues and term loan and cash credit account there may be penalties in this respect, which are not provided in books of accounts.

iv. 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.

16. 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 (DIN : 00007580) (DIN : 00007593)

Place: Pune Ramesh M. Pradhan Date: 30th May 2015 Chief Financial Officer

Consolidated Financial Statements

ANNUAL REPORT 2015

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LIMITED

Consolidated Financial Statements

168

ANNUAL REPORT 2015DHANADACORPORATIONLIMITED

NOTES

Dhanada Corporation Limited‘Dhanada’, 16/6, Erandwana Housing Society,

Plot No. 8, Patwardhan Baug, Pune 411 004. IndiaTelefax : +91-20-25462408, 25460661

Email : dhanada@dhanadacorp.comWebsite : www.dhanadacorp.com

Dhanada Corporation LimitedDhanada Corporation Limited

ANNUAL REPORT 2015ANNUAL REPORT 2015