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Dhanuka Realty Ltd.

BSE: 538380 Sector: Infrastructure
NSE: DRL ISIN Code: INE704V01015
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Dhanuka Realty Ltd. (DRL) - Director Report

Company director report

To

The Members of DHANUKA REALTY LIMITED

Your Directors have pleasure in presenting the 10th Annual Report of yourcompany together with the Audited Statement of Accounts and the Auditors' Report of yourcompany along with the consolidated accounts for the financial year ended 31st March2017.

1. FINANCIAL HIGHLIGHTS

The Company's financial performance for the year ended March 31 2017 is summarizedbelow:

(Amount in Rs.)

Standalone

Consolidated
Particulars 2016-17 2015-16 2016-17
Revenue from Operations 118747992 172991975 154490995.00
Other Income 203537 111573 687016.15
Total Revenues 118951529 173103548 155178011.15
Cost of Material consumed - -
Purchase of Stock in Trade 61680740 114976085 61680740.00
Changes in inventories of finished goods work in progress and stock in trade (2054349) - (83420014.35)
Employee benefits expense 3415426 1883899 9222897.00
Finance cost 3191487 1546918 12073696.00
Depreciation and amortization expense 137024 225397 789722.49
Other expenses 42914224 46813800 144083915.00
Total expenses 109284552 165446099 144430956.14
Profit before tax 9666977 7657449 10747055.01
Tax expenses 3024256 2366153 3351262
Profit for the year 6642721 5291296 7395793.01
Basic earnings Per Share (in Rs.) 1.89 123.05 2.10
Diluted earnings Per Share (in Rs.) 1.89 123.05 2.10

*Above mentioned EPS (Standalone) of two years are not comparable due to enhancement ofAuthorized Issued and paid up Capital in year 2016-17. The adjusted EPS for FY2015-2016on enhanced capital is Rs. 1.50 per share.

2. REVIEW OF BUSINESS OPERATIONS

Your Company's Standalone total profit after tax for the current financial year 2016-17has increased to Rs. 6642721/-from the previous financial year of Rs. 5291296/-.

3. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

Your Directors are optimistic about company's business and hopeful for betterperformance with increased revenue in the coming year. There was no change in the natureof business of Company.

4. DIVIDEND

No Dividend was declared for the current financial year because company retains itsearnings for the future growth of the company.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid last year theprovisions of Section 125 of the Companies Act 2013 do not apply.

6. AMOUNT TRANSFERRED TO RESERVE

Your Company transferred Rs. 6642721/- to reserve during the financial year2016-2017.

7. CHANGE IN THE NAME OF THE COMPANY

The Company has changed its name from "SUNSHINE BUILDMART PRIVATE LIMITED" to"DHANUKA

REALTY PRIVATE LIMITED" with effect from July 11 2016. The change of the name wasapproved by the members in the Extra Ordinary General Meeting of the Company held on May16 2016. The Registrar of Companies Jaipur Rajasthan has on July 11 2016 issued thenew certificate of incorporation recording the change in the name of the Company.Subsequently name of the Company again change from "DHANUKA REALTY PRIVATELIMITED" to "DHANUKA REALTY LIMITED" which was approved by the shareholdersin Extra Ordinary General Meeting held on July 18 2016 and company received the freshcertificate of incorporation from the Registrar of Company Jaipur Rajasthan on August172016.

8. ADOPTION OF NEW ARTICLES OF ASSOCIATION OF YOUR COMPANY

During the financial year 2016-2017 the new Articles of Association of your Companywere adopted with the prior approval of shareholders in accordance with the provisions ofthe Companies Act 2013 read with the Rules there under.

9. OPERATIONS

Detailed information on the operations of the Company and details on the state ofaffairs of the Company are covered in the Management Discussion and Analysis Report.

10. SHARE CAPITAL

The Authorized Share Capital of the Company is increased to Rs. 45000000/-(RupeesFour Crores fifty lakhs only) divided into 4500000(Forty five lakhs) equity shares ofRs. 10 each from existing Rs. 500000/- ( Rupees Five Lacs only) divided into 50000(Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each.

The Paid Up Capital of the Company as on March 31 2017 was Rs. 35200200/-

• Issue of equity shares with differential rights

Your Company has not issued equity shares with differential rights for the financialyear 2016-17 as provided in rule 4(4) of Companies (Share Capital and Debentures) Rules2014.

• Issue of sweat equity shares

Your Company has not issued sweat equity shares for the financial year 2016-17 asprovided in rule 8 (13) of Companies (Share Capital and Debentures) Rules 2014.

• Issue of employee stock

Your Company has not issued employee stock option for the financial year 2016-17 asprovided in rule 12 (9) of Companies (Share Capital and Debentures) Rules 2014.

• Provision of money by company for purchase of its own shares by employees or byTrustees for the benefit of employees: N.A.

The Company as no other type of securities except equity shares forming part of paid upcapital.

11. MATERIAL CHANGES DURING THE YEAR

a) During the year under review the Company has issued following shares:

• During the year 817000 Bonus Shares were issued having Face value of Rs. 10.00Per share Bonus share Issues from General Reserve and Security Premium.

• During the year 1294020 Equity Shares were issued having Face Value of Rs. 10.00per share issued at premium of Rs.6.18 for acquiring shares of Triveni Kripa BuildhomePrivate Limited.

• During the year 310000 Equity shares were issued having Face Value of Rs. 10.00Per share issued at premium of Rs.6.18.

• During the year 1056000 Equity shares were issued having Face Value of Rs. 10.00per share issued at premium of Rs.30.00 by way of Initial Public Offer.

b) Purchase of the Shares of Triveni Kripa Buildhome Private limited

Your Company purchased 78000 equity shares of Triveni Kripa Buildhome Private limiteda wholly owned subsidiary company out of which 1 share is holds by Mr. Girish ChandraDhanuka as a registered owner.

12. SUCCESSFUL INITIAL PUBLIC ISSUE

Your Directors are pleased to inform you that the Initial Public Offering (IPO) of thecompany was successfully completed. The Company entered the Capital Market with itsInitial Public Offer (IPO) of 1056000 equity shares of face value of Rs. 10 and at apremium of Rs. 30/- per share aggregating to Rs. 4.22 crores.

The issue opened for the subscription on September 30 2016 and closed on October 062016 and was oversubscribed by 2.70 times. The equity shares have been listed on the SMEPlatform of National Stock Exchange of India Ltd. (NSE) i.e. NSE Emerge w.e.f. October 182016. Consequently the Company's paid up capital has increased from Rs. 24640200/- toRs. 35200200/-

13. DEPOSITORY PARTICIPANT

Your Company's equity shares are available for dematerialization through NationalSecurities Depository Limited and Central Depository Services India Limited.

14. LISTING ON STOCK EXCHANGE

Dhanuka Realty Limited got its shares listed on the SME Platform of NSE Limited i.e.NSE Emerge on October 18 2016.The listing fees has been duly paid to the exchange.

15. APPOIMTMENT OF DIRECTORS AND KEY MANAGERIAL PERSON

• On 01/04/2016 Mr. Sunil Sharma and Mr. Ravi Mohan Mathur were appointed as anAssistant General Manager of the Company.

• On 12/07/2016 Mr. Hitesh Dhanuka Executive Director of the Company appointed asa Chief Financial Officer of the Company.

• On 12/07/2016 Mr. Ankit Sain appointed as a Company Secretary and ComplianceOfficer of the Company.

• In the EOGM held on 22/08/2016 Mr. Girish Chandra Dhanuka executive director ofthe company designated as a Chairman and whole time director of the company.

• In EOGM held on 22/08/2016 Mr. Yogesh Dhanuka executive director of the companydesignated as a Managing Director of the company.

• In EOGM held on 01/09/2016 Mr. Vaibhav Bansal Mr. Nagendra Chaudhary and MrsMani Jain were appointed as Independent Director of the Company.

• On 19/09/2016 Mrs Sujata Shanker was appointed as Additional IndependentDirector of the Company.

16. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act 2013 and Regulation 22 of SEBI (ListingObligations and Disclosure Requirements] 2015 the Board has adopted vigil mechanism inthe form of Whistle Blower Policy to deal with instances of fraud or mismanagement.

17. POLICY RELATED TO APPOINTMENT OF KEY MANAGERIAL PERSONNEL AND OTHER RELATED MATTER.

Company has made a policy for the appointment of key managerial personnel which ismanaged by the Nomination and Remuneration Committee. During the year under review theCompany had constituted Nomination and Remuneration Committee as per the provisions ofSection 178 of the Companies Act 2013.

The Committee has specified criteria for determining qualifications positiveattributes and other matter for the specific post on which appointments are made and shallbe made in future on the board of the Company.

We affirm that the remuneration paid to the key managerial personnel is as per theterms laid out in the nomination and remuneration policy of the Company.

18. DECLARATION BY THE INDEPENDENT DIRECTORS

During the year under review the Company has received necessary declaration from eachIndependent Director under Section 149(7] of the Companies Act 2013 that he / she meetsthe criteria of independence laid down in Section 149(6] of the Companies Act 2013 andRegulation 25 of SEBI (Listing Obligations and Disclosure Requirements] Regulations 2015.

19. COMMITTEE FORMED

During the year under review the following committees have been formed by the Company:

a] Audit Committee

b] Stakeholders Relationships Committee

c] Nomination and Remuneration Committee

The details of all the Committees of the Board along with their composition andmeetings held during the year are provided in the Report on Corporate Governance whichforms part of this Annual Report.

20. INFORMATION ABOUT SUBSIDIARY/ IV/ ASSOCIATE COMPANY

Details of the Companies which have become / ceased to be its Subsidiary/ JV/ AssociateCompany.

S.No Name Status Subsidiary/ JV/ Associate Company Date of becoming Subsidiary/ JV/ Associate Company Date of ceasing as Subsidiary/ JV/ Associate Company
1. Triveni Kripa Buildhome Private Limited Wholly Owned Subsidiary 20 July 2016 NA

21. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed herewith for your kind perusal and information. (Annexure: I)

22. NUMBER OF MEETINGS HELD

The details of the meeting of the Board along with their composition and meetings heldduring the year are provided in the Report on Corporate Governance which forms part ofthis Annual Report.

23. BOARD EVALUATION

The Companies Act 2013 states that a formal annual performance evaluation needs to bemade by the Board of its own performance the directors individually as well as theevaluation of its Committees. As per Schedule IV of the Companies Act 2013 theperformance evaluation of independent directors shall be done by the entire Board ofDirectors excluding the director being evaluated. The evaluation of all directors and theBoard as a whole was conducted based on the criteria and framework adopted by the Board.

24. AUDITORS AND AUDIT REPORT

i. STATUTORY AUDITORS

At the Annual General Meeting held on 10/06/2016 M/s Manish Borad & CompanyChartered Accountants (Firm Registration Number 07214C) was appointed as statutoryauditors of the company to hold office till the conclusion of the 10th AnnualGeneral Meeting to be held in the financial year 2017-2018. In terms of the first provisoto Section 139 of the Companies Act 2013 accordingly the appointment of M/s ManishBorad & Company Chartered Accountants as statutory auditor of the company is placedbefore the shareholders in the ensuing 10th Annual General Meeting.

Company has received certificate from the Auditors to the effect they are notdisqualified to continue as statutory auditors under the provisions of applicable laws.

Auditors Report: There are no observations (including any qualification reservationadverse remark or disclaimer) of the Auditors in their Audit Report that may call for anyexplanation under section 134(3) (f) of the Companies Act 2013 from the Directors.Further the notes to accounts referred to in the Auditor's Report are self-explanatory

ii. SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the has appointed M/s. MahendraKhandelwal & Company Practicing Company Secretaries Jaipur (Membership no. 6266)& (CP No 4459) as a Secretarial Auditors of the Company. There is no qualificationdisclaimer reservation or adverse remark made either by the Statutory Auditors in theAuditors Report or by the Company Secretary in Practice (Secretarial Auditor) in theSecretarial Audit Report. The reportofthe Secretarial Auditors is enclosed as Annexure//to this report.

iii. INTERNAL AUDITORS

The Board has appointed M/s NMA and Associates as Internal Auditors for a period of oneyear ended March 31 2017 under Section 138 of the Companies Act 2013 and he hascompleted the internal audit as per the scope defined by the Audit Committee.

25. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2017.

26. RISK MANAGEMENT

The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very minimal. Even then every step has taken toadhere to the risk evaluation and reduction before every crucial business decisions.

27. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that—

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

(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively and

(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

28. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

A. Conservation of Energy

The information required under the provisions of section 134 (3) (m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 relating to theconservation of energy and technology absorption is not applicable as the Company is notcarrying out any manufacturing operation.

(i) The steps taken or impact on conservation of energy; N.A.

(ii) The steps taken by the Company for utilizing alternate sources of energy; N.A.

(iii) The capital investment on energy conservation equipment's; N.A.

B. Technology Absorption and Research & Development

The Company has not incurred any expenditure on Research & Development. YourCompany has not imported technology during the last 4 years reckoned from the beginning ofthe financial year.

i. The efforts made towards technology absorption; N.A.

ii. The benefits derived like product improvement cost reduction product developmentor import substitution; N.A.

iii. In case of imported technology [imported during the last three years reckoned fromthe beginning of the financial year) - N.A.

iv. The details of technology imported; N.A.

v. The year of import; N.A.

vi. Whether the technology been fully absorbed; N.A.

vii. If not fully absorbed areas where absorption has not taken place and the reasonsthereof; and N.A.

viii. The expenditure incurred on Research and Development: N.A.

C. Foreign Exchange Earnings and Outgo

Particulars As on 31.03.2017 As on 31.03.2016
a) Earnings in foreign exchange Nil Nil
b) Expenditure / outgo in foreign exchange (Travelling) Nil Nil

29. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relate onthe date of this report

30. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions of section 135 of the companies Act 2013 read with therelevant rules and guidelines are not so far applicable to the company.

31. SEXUAL HARASSMENT

The Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. Duringthe year under review there was no case filed pursuant to the sexual harassment of Womenat workplace (Prevention Prohibition and Redressal) Act 2013.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto shall be disclosedin Form No. AOC-2. (in Annexure III)

33. DISCLOSURES RELATED TO EMPLOYEES

A. Ratio of remuneration of each director to the median remuneration of the employeesof the company for the financial year: -

The information required pursuant to Section 197 read with Rule 5 (1) (i] of TheCompanies (Appointment and Remuneration) Rules 2014 in respect of ratio of remunerationof each director to the median remuneration of the employees of the Company for theFinancial Year (in Annexure IV).

34. PARTICULARS OF LOAN. GUARANTEE OR INVESTMENTS

The Company has not given any loan or guarantee covered under provision of Section 186of the Companies Act 2013.

35. DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year2016-17 in terms of Chapter V of the Companies Act 2013.

36. ACKNOWLEDGEMENT

Your Directors wish to express their appreciation to the continued and kindco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andWorkers of the Company.

For & on behalf of the Board of Directors

Place: Jaipur
Date: 29/05/2017 Sd/- Sd/-
Yogesh Dhanuka Hitesh Dhanuka
DIN: 01437705 DIN:01437707
(Managing Director) (Director cum CFO)