Your directors are pleased to present the 38th Annual Report of your Company and the
Company’s Audited Financial Statements for the financial year ended 31st March, 2025.
FINANCIAL RESULTS
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PARTICULARS
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Year ended
31st March, 2025
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Year ended
31st March, 2024
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Revenue from operation
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9838.90
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8242.52
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Other Income
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1302.05
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848.95
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Total Income
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11,140.95
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9091.47
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Less Expenses
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10673.94
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8559.42
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Profit / (Loss) Before Tax
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467.01
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532.06
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Current Tax (provision)
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123.38
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140.57
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Deferred Tax (provision)
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-2.70
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0.27
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Profit / (Loss) After Tax
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346.33
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391.22
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DIVIDEND
The Board of Directors is pleased to recommend a final dividend of Re. 0.10 per Equity
Share (1%) against the face value of Re. 10/- of an equity share of the Company, subject to
the approval by the Members of the Company at the ensuing Annual General Meeting.
The Final Dividend, subject to approval of Members at the ensuing Annual General Meeting,
will be paid to the Members whose names appear in the Register of Members, as on the date
of Book Closure/Record Date of the Company for the purpose of 38th AGM and Payment of
Final dividend. The Record date for the purpose of the final dividend for the financial year
ended March 31, 2025, is August 22, 2025.
FINANCIAL HIGHLIGHTS
During the year sales/income from operations was Rs. 11,140.95 lacs as compared to previous
year Rs.9091.47 lacs .Cost of manufacture was higher than the previous year mainly due to
unprecedented rise in input costs. However, due to several factors marred with the current
slowdown in economy, the Company inspite of its best efforts achieve to register profit after
tax of Rs.346.33 Lakhs compared to last year profit after tax of Rs 391.22 lacs. However, the
Company is further improving its performance day-by-day and is expected to show further
improvement in its results in coming year.
LIGHTING SEGMENT
Ranked as one of the most respectful and trusted brand for lighting product in India,
Dhanashree manufacture all the LED products in house backed by strategic marketing
initiatives and strong trade channel .During the year, the company has introduced more
premium range of LED down lighters,batterns, lamps, street lights, Flood Lights and other
decorative luminaires.
The Company has ventured into LED Facade and Solar Lighting products to capture
emerging opportunities Luminaries division has further strengthen and is getting orders for
Smart City, DMRC, Railway Stations Flyovers, bridges, temple, monuments, and tourists
spots lighting. Solar products include solar street lights, solar panels, solar fans, solar roof top
domestic lighting.
The Company is one amongst the first lighting company in India to introduce energy efficient
lighting solutions Today Rashmi brand as owned by Dhanashree Electronics Ltd is one of
the most respected and trusted brand in India for its lighting products. Dhanashree offers
wide range of LED products ranging from lamps, down lighters LED Panels, LED Street
lights etc many new products such as High Beam angle, LED lamps, colour change lamps
LED Torch with dry cell battery etc will also be introduced in near future to cater to the
growing demand of the customers. This give Dhanashree an edge over its competitors.
With Government initiatives like building smart cities across India and structural shift in the
lighting industry towards LED the company is poised to grow by leaps and bounds in the
years to come.
Your company is one of best and well known OEM Company in electronics segment in
eastern India that focus on delivering high-quality products based on client requirements.
OEM segment of our company plays a crucial role in the lighting & electronics industry by
providing essential components and manufacturing capabilities, enabling other companies to
bring a wide range of electronic & lighting products to the market efficiently.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There has been no change in the nature of business of the Company during the year under
review.
RESEARCH AND DEVELOPMENT CENTRE
Your Company’s brand “Rashmi” been widely known for the 75 years old and is a renowned
Brand in the market of lighting segment. The company is amongst the market leader in the
lighting industry in India .This has been possible partly due to the strong focus on
development and introduction of new LED products and technologies.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The company has complied with the provisions of the POSH Act, including the constitution
of the Internal Complaints Committee (ICC). The following is the summary of sexual
harassment complaints received and disposed off during the year:
1. No. of complaints received : Nil
2. No. of complaints disposed off : Nil
3. No. of complaints pending for a period of exceeding 90 days : Nil
During the year under review company has employed:
Total Number of male employees : 49
Total Number of female employees: 12
Total Number of transgender employees:0
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In Compliance with the provisions of Section 177(9) of the Act and Listing Regulations, the
Company has framed a Whistle Blower Policy to establish a vigil mechanism for Directors
and employees to report genuine concerns about actual or suspected unethical behavior, mal
practice, wrongful conduct, discrimination, sexual harassment, fraud, violation of the
Company polices including Code of Conduct without fear of reprisal/retaliation. The policy
provides for adequate safeguards against victimization of persons who use such mechanism
and provides for direct access to the Chairperson of the Audit Committee in appropriate
cases. It is affirmed that no personnel of the Company has been denied access to the Audit
Committee. The draft of above policy can be viewed at www.rashmilighting.com
PARTICULARS OF EMPLOYEES
There was no employee who was in receipt of remuneration exceeding the limit specified in
Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
CHANGES IN SHARE CAPITAL
During the year under review, there was no change in Authorized share capital and paid up
share Capital of the Company.
However, at the Extra ordinary general meeting held on 11th April, 2025, company has taken
shareholders’ approval for increase of authorized share capital from Rs. 15 Crores to Rs.
47.50 Crores.The company has also taken shareholders’ approval at the Extra ordinary
general meeting held on 11th April, 2025, to issue and allot in or more tranches 3,3300,000 of
Warrants, convertible into Equity shares to person(s) and/or entity(ies) belonging to
“Promoter and Promoter Group category” and “Non-promoter category” on a preferential at a
price of Rs.30 each. In-principle Approval for the said issue from Stock Exchanges is yet to
be received.
KEY MANAGERIAL PERSONNEL
The following are the Key Managerial Personnel of the Company as on the date of this report
i) Mr. Nitesh Toshniwal, Managing Director
ii) Mrs.Shruti Toshniwal, Executive Director
iii) Mr Surya Prakash Toshniwal, Chief Financial Officer (CFO) (up to 25.03.2025)
iv) Mr. Virendra Krishna Khandelwal ,Chief Financial officer (CFO) ( w.e.f 26.03.2025)
v) Mr. Gopal Sharma Company Secretary (w.e.f 10.12.2024)
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars as required Under Section 134 (3)(m) of the Companies Act, 2013, read with Rule
8 (3) of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology
absorption, foreign exchange earnings and outgo are applicable to our company.
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Current Year
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Previous Year
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Foreign Exchange Earnings ( in lacs)
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Nil
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151.33
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Foreign Exchange Outgo (in lacs)
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657.08
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893.00
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STATUTORY AUDITORS & AUDITORS REPORT
M/s. Surana Sunil & Co., Chartered Accountants (FRN 325616E) who was appointed as
Statutory auditors of the company at the 36th AGM held on 15th September,2023 for a period
of 5 years will continue as Statutory Auditors of the Company upto the conclusion of 41st
AGM to be held in the calendar year 2028.
The report given by the Statutory Auditor on the financial statements of the Company forms
an integral part of the Annual Report. There is no qualification, reservation, adverse remark
of the statutory auditor in their report. The Auditors have not reported any fraud during the
year.
COST AUDIT
As per section 148 of the Companies Act 2013 read with the Companies (Audit and Auditors)
Rules 2014, the provisions of Cost Audit are not applicable on the products of the company..
DIRECTORS’ RESPONSIBILITY STATEMENT
In terms of Provisions of Section 134 (5) of the Companies Act, 2013 your Directors have
confirmed that:
a) In the preparation of the Annual Accounts for the Financial Year ended 31st March,
2025, the applicable Accounting Standards have been followed along with proper
explanation relating to material departures, if any;
b) They have 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/(Loss) of the Company for that period;
c) They have 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 fraud and
other irregularities;
d) The Annual Accounts for the financial year ended 31st March, 2025 have been
prepared on a going concern basis;
e) They have laid down internal financial controls for the Company which are adequate
and are operating effectively and,
f) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
EXTRACT OF ANNUAL RETURN
Pursuant to provisions of section 92(3) of the Companies Act, 2013 read with Section
134(3)(a) of the companies Act,2013 , Annual Return as on 31st March,2025 is available on
the website of the company i.e www.rashmilighting.com
SECRETARIAL AUDIT
The Board of Directors have appointed Mr. Abbas Vithorawala, Practicing Company
Secretary (COP. 8827) to carry out the Secretarial Audit of the Company for the one term of five
(5) consecutive years, for the financial year 2025-2026 to 2029-30 subject to approval of the
shareholders at the ensuing AGM of the Company.
The Secretarial Audit Report for the Financial Year ended 31st March 2025 is given as
Annexure II.The Report of Secretarial Auditors does not contain any Qualification,
Reservation or Adverse Remark.
Annual Secretarial Compliance Report for the financial year ended 31st March, 2025 on
compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder,
was obtained from Mr. Abbas Vithorawala, Practicing Company Secretary (COP. 8827).
MEETINGS OF THE BOARD
Eighteen Meetings of the Board of Directors were held during the year ended 31st March
2025. Details of composition of Board, Attendance of each Director etc. are provided in the
“Report on Corporate Governance”.
FINANCIAL STATEMENTS
The Financial Statements upto the year ended 31st March 2025 were prepared in accordance
with the Accounting Standards notified under Companies (Accounting Standards) Rules 2006
(as amended) and other relevant provisions of the Act
The annexed Financial Statement comply in all material aspects with Indian Accounting
Standard (INDAS) notified u/s 133 of the Act (Companies Indian Accounting Standards)
Rules 2015
LISTING WITH THE STOCK EXCHANGE
The Company’s shares are listed on the Bombay Stock Exchange Ltd (BSE) and the Calcutta
Stock Exchange Ltd (CSE) and Annual Listing Fees for financial year 2025-26 has been paid
to the both Stock Exchanges.
RE APPOINTMENT OF INDEPENDENT DIRECTOR
Tenure of Mr.Rajesh Kumar Chandak (DIN 00052508) as Independent Director is valid upto
the ensuing Annual General Meeting. Mr.Rajesh Kumar Chandak has given his consent for
reappointment as Independent Director of the Company for a further period of 5 years for
which the necessary resolutions is proposed in the notice of the ensuing AGM.
DECLARATION BY INDEPENDANTS DIRECTOR (S)
All the Independent Directors have submitted their disclosures to the Board that they fulfil all
the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
so as to qualify themselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013 and the relevant rules thereof. In the opinion of the Board, they
fulfill the condition for appointment/ re-appointment as Independent Director on the Board.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
No significant & Material Orders relating to settlement of tax liabilities, operation of patent
rights, depression in market value of investments, institution of cases by or against the
company, sale or purchase of capital assets or destruction of any asset etc. were passed by the
Regulators for or against the Company during the financial year ended 31st March 2025.
MATERIAL CHANGES AFFECTING THE COMPANY
There were no material change and commitment made affecting the financial position of the
Company between 1st April,2025 and 30th May, 2025 which is the date of the report.
SUSPENSION OF WORK
During the year under review, there was no suspension of works.
INTERNAL FINANCIAL CONTROL SYSTEM WITH REFERENCE TO THE
FINANCIAL STATEMENTS AND ITS ADEQUACY
Your company priorities reinforcing financial and operational control to enhance
transparency, accountability and efficiency in the process. Your company adhere to an
internal control frame work that includes key process coverage that impacts the reliability of
financial reporting such as periodic control etc and regular monitoring of senior management
and the Audit Committee. The adequacy of Internal Control system and proceedings forms a
part of MD and CEO certificate in the Annual Report
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER
SECTION 186 OF THE COMPANIES ACT 2013
The details of investment made and guarantee provided by the company under section 186 of
the Act, Regulation 34(3) and Schedule V of SEBI(LODR) forms part of this Annual Report
in the Notes to the Standalone Financial statements for the financial year ended March 31,
2025.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and Listing Regulations your Company has
formulated a policy on Related Party Transactions which is also available on the company's
website www.rashmilighting.com. The policy intends to ensure that proper reporting,
approval and disclosure process are in place for all transactions between the Company and
related parties. All related party transactions are placed before the Audit Committee for
review and approval. All transactions entered with related parties for the year under review
were in ordinary course of business and at arm's length basis. Further there are no material
related party transactions during the year under review with the promoters, Directors, or key
managerial personnel which may have a potential conflict with the interest of the company.
All related party transactions are mentioned in the notes to the accounts.
PREVENTION OF INSIDER’S TRADING
In terms of provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as
amended up-to-date, the Company has adopted a model Code of Conduct for prevention of
Insider Trading in the shares and securities of the Company. The Code, inter alia, prohibits
purchase, sale of shares of the Company by the Directors, Officers and Designated
Employees while in possession of the unpublished price sensitive information in relation to
the Company. The Company Secretary is the Compliance Officer for the purpose of these
Regulations.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
There being no unpaid or unclaimed dividend, the provision of section 125 of the Companies
Act 2013 is not applicable in the company.
RISK MANAGEMENT COMMITTEE
The constitution of Risk Management Committee as per SEBI (LODR) is not applicable to
this company.
BUSINESS RESPONSIBILITYAND SUSTAINABILITY (BRSR) REPORT
The Company is not covered under the purview of this provision hence it is not applicable.
CREDIT RATING
The Company has received credit ratings from CARE ratings Limited. There has been no
revision in the credit rating during the year. The rating given by this agency is BB
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulated under
Regulation 34 of the Listing Regulations is presented in a separate section forming part of
this Annual Report.
CORPORATE GOVERNANCE
The Company has implemented the procedures and adopted practices in conformity with the
Code of Corporate Governance as prescribed by SEBI. The Report on Corporate Governance
and a Certificate from the Auditors of the Company certifying compliance of conditions of
Corporate Governance are attached hereto and form part of the Directors’ Report.
INSOLVENCY AND BANKRUPTY CODE, 2016
During the period under review, neither any application under Corporate Insolvency
Resolution Process was initiated nor any pending under the Insolvency and Bankruptcy
Code, 2016.
CYBER SECURITY
There is no breach of cyber security during the financial year 2024-2025
VALUATION OF SHARES
During the year under review there has been requirement of valuation of equity shares of the
company by the registered valuer for the purpose of preferential allotment of shares/warrants
to promoters and non-promoters group of the company in the EGM held on 11.04.2025
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safe operations.
The Company’s policy requires the conduct of all operations in such a manner so as to ensure
safety of all concerned, compliance of statutory and industrial requirements for environment
protection and conservation of natural resources to the extent possible.
INDUSTRIAL RELATIONS
Industrial Relations in all units of the Company remained generally cordial and peaceful
throughout the year.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to place on record their appreciation for the continuous
support, encouragement and co-operation received from the Company’s bankers, the
Government of West Bengal, customers, employees, shareholders and other business
associates.
Place : Kolkata For Dhanashree Electronics Ltd
Date : 30.05.2025
Nitesh Toshniwal Rishav Sethia
Managing Director Director
DIN 00052422 DIN 10196319
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