DIRECTORS' REPORT To The Members, Dhenu Buildcon Infra Limited 1.a Your Directors have pleasure in presenting the 107,h Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31s1 March, 2015. b. OPERATIONS: The operations of the Company for the year under review have resulted in the gross profit of Rs. 43266/- as against Rs. (1738051/-) in the previous year. After providing for interest, depreciation and taxes, the Company has recorded a net profit of Rs.28623/- as against Rs. (1811663/-) in the previous year. 2. BOARD OF DIRECTORS: \ Mr Rajkumar Bulakidass Mall retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Pursuant to Sections 149 and 161 of the Companies Act, 2013 and in terms of Clause 49 of the Listing Agreement, the Board of Directors had at its meeting held on 04th September, 2014, appointed Ms. Madhumati Gawade as an Additional Director of the Company w.e.f 04th September, 2015. None of the Directors are disqualified from being appointed as Directors as specified in section 164 of Companies Act, 2013.The profile of Directors seeking appointment/ reappointment forms part of the Corporate Governance Report. 3. SHARE CAPITAL OF THE COMPANY: The Paid up Equity Share Capital, as at 31st March, 2015 was Rs. 18300000/- divided into 18300000 Equity shares, having face value of Rs. 1/- each fully paid up. During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock options or sweat equity. 4. DIVIDEND: For conservation of resources your Directors do not recommend any dividend for the year ended 31st March, 2015. 5. TRANSFER TO RESERVES: The Board of Directors has not recommended transfer of any amount of profit to reserves during the year under review. Hence, the entire amount of profit for the year under review has been carried forward to the Statement of Profit and Loss. 6. DECLARATION BY AN INDEPENDENT DIRECTORS: All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section1149 (6) of the Act and Clause 49 of the Listing Agreement entered into with the Stock Exchange. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management. During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company. 7. BUSINESS OVERVIEW: The Company is not engaged in any manufacturing activity' and therefore there are no particulars to be disclosed under section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988. There has been no foreign exchange out flow/inflow during the year. 8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES: During the year under review, your Company did not have any subsidiary, associate and joint venture company. 9. REVISION OF FINANCIAL STATEMENT: There was no revision of the financial statements for the year under review. 10. FIXED DEPOSITS: Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,2014. 11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: There are no significant / material orders passed by the Regulators or courts or Tribunals impacting the going concern status of your Company and its operations in future 12. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS: The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. 13. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES: Your Company has not entered into any transaction with the Related Parties during the year under review. 14. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES: Your Company has not provided and Loan, Guarantee, Investment or security in favour of third party during the year under review. 15. GUIDELINES ON INSIDER TRADING: Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Code"), as approved by the Board from time to time, are in force by the Company. The Board is responsible for implementation of the Code. The details of the Code adopted by the Company forms a part of Corporate Governance Report. 16. PREVENTION OF SEXUAL HARASSMENT POLICY: The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment/Anti Sexual Harassment policy at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under, if any. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, to inquire into complaints of sexual harassment and recommend appropriate action. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2014-2015, no complaints were received by the Company related to sexual harassment 17. KEY MANAGERIAL PERSONNEL The Company has not appointed a Whole-time Company Secretary and Chief Financial Officer during the financial year ending 31st March, 2015 as required pursuant to provisions of Section 203 of Companies Act, 2013 read with rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.,but company is in process to appoint the same. 18. DIRECTOR'S RESPONSIBILITY STATEMENT: To the best of our knowledge and belief and according to the information and explanations obtained, Directors make the following statement in terms of Section 134 (3)(c) of the Companies Act, 2013 a) that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud 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 opera ling effectively. 19. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS: During FY 2014-15 Six Board Meetings were held by the Company on 30th May 2014, 14th August 2014, 04th September 2014, 14th November 2014, 14th February 2015, 30th March 2015. The intervening gap between the meetings was as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the BSE. The number of Committee Meetings held during the FY 2014-15 forms part of the Corporate Governance Report.) 20. CORPORATE SOCIAL RESPONSIBILITY (CSR): The provisions of Section 135 of the Companies Act, 2013 read with the Rules made thereunder, in respect of Corporate Social Responsibility policy were not applicable the Company for the Financial Year 2014-15 21. DISCLOSURES RELATED COMMITTEES AND POLICIES: a. NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act. The composition of the committee is as under: 1. Mr. Shivanand Rama Hemmady - Chairman 2. Mr. Manoj Binod Himatsinghka - Member, 3. Mr. Rajkumar Bulakidass Mall - Member The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. Major criteria defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company, are as under: Minimum Qualification: Graduate Positive Attributes: Analysing, Visionary, Determined Experience: 5 years (2years in case of professional) b. AUDIT COMMITTEE: The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of: Mr. Shivanand Rama Hemmady - Chairman Mr. Manoj Binod Himatsingka - Member Mr. Rajkumar Bulakidass Mall - Member The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee. c. STAKEHOLDERS RELATIONSHIP COMMITTEE: During the year under review, pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholder's Relationship Committee, comprising of Mr. Shivanand Rama Hemmady , Mr. Manoj Binod Himatsinghka and Mr. Rajkumar Bulakidass Mall. Mr. Rajkumar Bulakidass Mall has been appointed the Chairman of the Stakeholders' Relationship Committee. d. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES: The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. e. RISK MANAGEMENT POLICY: The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. f BOARD EVALUATION: Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation after taking into consideration various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance.. The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Whole-time Director was carried out by the Independent Directors at their meeting. The Board of Directors expressed their satisfaction with the evaluation process. g. INTERNAL CONTROL SYSTEMS: Adequate internal control systems commensurate with the nature of the Company's business and size and complexity of its operations are in place has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected. h. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014: Statement pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company since during the period under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Section 197 of the Act. i. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES: None of the managerial personnel i.e. Managing Director and Whole time Directors of the Company are in receipt of remuneration/commission from the Holding or Subsidiary Company of the Company. 22. AUDITORS AND REPORTS: The matters related to Auditors and their Reports are as under: a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2015: The observations made by the Statutory Auditors in their report for the financial year ended 31st March 2015 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31st MARCH 2015: Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Company has appointed Mrs. Pooja Jain, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure - A' and forms an integral part to this Report. Company is a NBFC Company but the Company has not complied any provisions of Reserve Bank of India (RBI) during the financial year ended on 31st March, 2015. but the Company is in the process of complying with the same. The Company has not appointed a Whole-time Company Secretary and Chief Financial Officer during the financial year ending 31st March, 2015 as required pursuant to provisions of Section 203 of Companies Act, 2013 read with rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,but company is in the process of appointing the same. The Annual General Meeting for the financial year ended on 31st March 2014 was held on 30th September, 2014 after giving notice to the members of the Company and the resolutions passed thereat were recorded in the Minutes Book maintained for the purpose, however, the Company has not filed MGT-15 with the Registrar of Company, but the company is in the process of filing the same. c. RATIFICATION OF APPOINTMENT OF AUDITORS: M/s Lahoti Navneet & Co. Chartered Accountants, Statutory Auditors of the company, hold office until the conclusion of ensuing Annual General Meeting and have expressed their unwillingness to be reappointed. A special notice has been received under section 140(4)(i) of the Companies Act, 2013 from a member proposing appointment of M/s Dhaval Gala & Associates, Chartered Accountants, as the statutory auditors of the company. Your company has received letter from M/s Dhaval Gala & Associates, Chartered Accountants, expressing their willingness to be appointed and to the effect that their appointment, if made, would be within the prescribed limits under section 141 (3) (g) of the Companies Act, 2013 and that they are not disqualified for appointment. The matter is placed for consideration of members in Annual General Meeting 23. OTHER DISCLOSURES: Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under: a- EXTRACT OF ANNUAL RETURN: Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31s1 March 2015 made under the provisions of Section 92(3) of the Act is attached as Annexure - B which forms part of this Report. b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: The information on conservation of energy, technology absorption pursuant to Section 134(3) (m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company as the Company is not engaged in manufacturing activities. During the year under review, the Company has neither earned nor used any foreign exchange. 24. ACKNOWLEDGEMENTS AND APPRECIATION: Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company. By the order of the Board of Directors For Dhenu Buildcon Infra Limited Mr. Rajkumar Mall (DIN: 01999513) DIRECTOR Mr. Shivanand Hemmady (DIN: 00838098) DIRECTOR Registered Office: Office No. 4, Building No. 4, Vahatuk Nagar, Amboli, Andheri (West), Mumbai - 400 058. Date: 31.08.2015 |