Dhenu Buildcon Infra Limited
Your Directors have pleasure in presenting the 108th Annual Report of theCompany together with the Audited Statement of Accounts for the year ended March 31 2016.
1. FINANCIAL STATEMENTS & RESULTS:
a. Financial Results
The Company's performance during the year ended March 312016 as compared to theprevious financial year is summarized below:
| || ||(Rs. In Lakhs) |
|Particulars ||Year ended March 31 2016 ||Year ended March 31 2015 |
|Revenue from operation ||71105060 ||163857676 |
|Profit before interest depreciation tax and Extra Ordinary Items ||(1306034) ||57824 |
|Less: Depreciation/amortization ||812 ||812 |
|Profit before interest tax and Extra Ordinary Items ||(1306846) ||57012 |
|Less: Finance Costs ||38256 ||28378 |
|Profit before tax and Extra Ordinary Items ||(1345102) ||28634 |
|Less: Provision for taxes on income || || |
| Current tax ||NIL ||12028 |
| mat Credit Entitlement ||NIL ||(12028) |
| Deferred tax liability / (asset) ||351439 ||11 |
|Profit before Extra-Ordinary Items ||(1696541) ||28623 |
|Extra Ordinary Items (Net of Tax) ||NIL ||NIL |
|Profit for the year ||(1696541) ||28623 |
The Company has incurred Loss after tax of Rs. 1696541/- (Rupees Sixteen Lacs NinetySix Thousand Five Hundred and Forty One Only) from the operations of the Company ascompared to a profit after tax of Rs. 28623/- (Rupees Twenty Eight Thousand Six Hundredand TwentyThree Only) earned during the previous financial year. The turnover of thecompany during the financial year is Rs. 71105060/- (Rupees Seven Crore Eleven LacsFive Thousands Sixty Only). Barring unforeseen circumstances the directors of yourcompany expect growth in profit in future.
2. BOARD OF DIRECTORS:
MrRajkumar Bulakidass Mall retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offer himself for re-appointment.
Pursuant to Sections 149 and 161 of the Companies Act 2013 and in terms of ListingRegulation the Board of Directors had at its meeting held on 20th August2016 appointed Mr. Vikash Maharishi as an Additional Director of the Company w.e.f20thAugust 2016 and who holds office until the conclusion of this Annual General Meeting isbeing regularized at the forthcoming AGM.
None of the Directors are disqualified from being appointed as Directors as specifiedin section 164 of Companies Act 2013.
3. SHARE CAPITAL OF THE COMPANY:
The Paid up Equity Share Capital as at 31st March 2015 was Rs. 18300000/- dividedinto 18300000 Equity shares having face value of Rs. 1/- each fully paid up. Duringthe year under review the Company has not issued any shares with or without differentialvoting rights. It has neither issued employee stock options nor Sweat equity shares anddoes not have any scheme to fund its employees to purchase the shares of the Company.
Yours Directors do not recommend any dividend for the year ended March 312016 in viewof insufficient profits during the year.
5. TRANSFER TO RESERVES:
Since the Company has incurred loss during the period under review thus no amount wasavailable to be transferred to the reserves.
6. DECLARATION BY AN INDEPENDENT DIRECTORS:
During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company.All the Independent Directors have givendeclarations that they meet the criteria of independence as laid down under Section 149(7) of the Act and Regulation 25 of SEBI Listing Regulation. In the opinion of the Boardthey fulfill the conditions of independence as specified in the Act and the Rules madethere under and are independent of the management.
During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company.
7. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:
Your Company does not have any subsidiary associate and joint venture company for theyear ended 31st March 2016.
8. REVISION OF FINANCIAL STATEMENT:
During the year under reviewthe audited accounts as initiated by the auditors wereearlier adopted by the Board of directors at its Board Meeting held on 6.06.2016 andforwarded to the auditors for giving their report to the members who have given theirunqualified report. Subsequently it came to the notice of the Board of directors that thesaid accounts contained errors which impacted the results for the year under reference.Accordingly the accounts were revised and have been audited by the statutory auditorswhich have beenconsequently approved by the board in its meeting held on 05.12.2016.
Now the revised Financial Results for the financial year ended 31st March2016 duly approved by the Board are to be placed before the members for their approval atthe forthcoming AGM of the Company.
Your Company is a non-deposit taking Company (NBFC-ND).During the year under reviewcompany has neither accepted nor renewed any fixed deposits from public within the meaningof section 73 of the Companies Act 2013 and Companies (Acceptance of Deposits) Rules2014.
10. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.
11. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 92(3) of the Act read with the Companies(Management and Administration) Rules 2014 an extract of Annual Return in Form MGT-9 ason March 312016 is set out in "ANNEXURE I" forming part of this Report.
12. SECRETARIAL AUDITORS & AUDITORS REPORT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasre-appointed Mr. Shivhari Jalan a Practicing Company Secretary to conduct theSecretarial Audit of the Company for the financial year 2015-2016.
The Secretarial Audit Report for the financial year ended March 31 2016 is annexedherewith as Annexure II.
13. AUDITORS AND REPORTS:
During the year M/s. Lahoti Navneet & Company Chartered Accountants resigned atthe 107th AGM held on 30th September 2015 and M/s. Dhaval Gala& Associates Chartered Accountants (Firm Registration No. 136660W) were appointed asthe Statutory Auditors of the Company for a term of four consecutive years commencing fromthe conclusion of the 107thAnnual General Meeting of the Company till theconclusion of the 111thAnnual General Meeting subject to ratification by theMembers at every Annual General Meeting.
Necessary resolution for ratification of appointment of the Auditors is set out in theNotice of AGM for seeking approval of the members.
The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. The Notes on financial statement referred to in the Auditors' Reportare self-explanatory and do not call for any further comments.
14. MANAGEMENT DISCUSSION AND ANALYSIS
In accordance with SEBI Listing Regulations the Management Discussion and AnalysisReport is presented in a separate section forming part of this Annual Report marked as AnnexureIII.
15. CORPORATE GOVERNANCE:
Your Company is in compliance with the Corporate Governance guidelines as laid out inthe Listing Agreements/ Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (SEBI Listing Regulations). All the Directorsand the Senior Management personnel have affirmed in writing their compliance with andadherence to the Code of Conduct adopted by the Company and a declaration to that effectsigned by the two Directors of the Company is attached as "Annexure IV"tothis Report.
The Statutory Auditors of the Company have examined the requirements of CorporateGovernance with reference to SEBI Listing Regulations and have certified the complianceas required under SEBI Listing Regulations. The Certificate in this regard is attached as"ANNEXURE V" to this Report.
The Chief Executive Officer/Managing Director/Manager & Chief Financial Officer(Manager/CFO) certification as required under the SEBI Listing Regulations is attached as"ANNEXURE VI" to this Report.
16. RELATED PARTY TRANSACTIONS:
In all related party transactions that were entered into during the financial year anendeavour was made consistently that they were on an arm's length basis and were in theordinary course of business and were in compliance with the applicable provisions of theCompanies Act 2013 (the Act') and the Listing Agreement/Listing Regulations.
Since all related party transactions entered into by the Company were in the ordinarycourse of business and were on an arm's length basis Form AOC-2 is not applicable to theCompany.The details of related party transactions are set out in the notes of financialstatements.
17. PARTICULARS OF LOANS GUARANTEES INVESTMENTS ANDSECURITIES:
The details of loans and Investments covered under section 186 of the Companies Act2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 for thefinancial year 2015-16 are given in the Notes on financial statement referred to in theAuditors' Report.
18. PREVENTION OF SEXUAL HARASSMENT POLICY:
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment/Anti SexualHarassment policy at the Workplace in line with the requirements of the Sexual Harassmentof Women at the Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rulesthere under if any.
The Policy aims to provide protection to employees at the workplace and prevent andredress complaints of sexual harassment and for matters connected or incidental theretowith the objective of providing a safe working environment where employees feel secure.The Company has also constituted an Internal Complaints Committee to inquire intocomplaints of sexual harassment and recommend appropriate action. All employees(permanent contractual temporary trainees) are covered under this policy.
During the year under review no complaints were received by the Company related tosexual harassment.
19. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134(3) (c) of the Companies Act 2013 yourDirectors to the best of their knowledge and belief and according to the information andexplanations obtained by them hereby confirm:
a) That in the preparation of the annual financial statements for the year ended March312016 the applicable Accounting Standards had been followed along with properexplanation relating to material departures;
b) That Appropriate accounting policies have been selected and applied consistently andhave made judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 312016 and of the profitand loss of the Company for the year ended March 312016;
c) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) That the annual financial statements have been prepared on a going concern basis;
e) That the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;
f) That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
20. MEETINGS OF THE BOARD OF DIRECTORS:
During the year under review 6 meetings of the Board of Directors were held. Fordetails of the meetings of the board please refer to the corporate governance reportwhich forms part of this report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.
21. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The prerequisite in terms of Section 135 of the Companies Act 2013 of corporate socialresponsibility does not apply to the Company.
22. DISCLOSURES RELATED TO COMMITTEES AND POLICIES:
a. COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority. The following substantive Committees constituted bythe Board function according to their respective roles and defined scope:
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Details of composition terms of reference number of meetings held for respectivecommittees and details of the familiarization programmes for Independent Directors aregiven in the Report on Corporate Governance which forms part of this Report.
b. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has a vigil mechanism called "Whistle Blower Policy" with a viewto provide a mechanism for Directors and employees of the Company to raise concerns of anyviolations of any legal or regulatory requirement incorrect or misrepresentation of anyfinancial statement and reports etc. The Policy provides adequate safeguards againstvictimization of Director(s)/ employee(s) and direct access to the Chairman of the AuditCommittee in exceptional cases.
The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee.
The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations.
c. BOARD EVALUATION:
Pursuant to the provisions of the Act and SEBI Listing Regulations IndependentDirectors at their meeting held during the year without the participation oftheNon-Independent Directors and Management considered/ evaluated the performance of theBoard of Directors the Chairman and other Non-Independent Directors.
The Board subsequently evaluated its own performance the working of its Committees andIndependent Directors without participation of the relevant Director(s). The criteria forperformance evaluation have been detailed in the Corporate Governance Report.
d. PARTICULARS OF EMPLOYEES:
Statement pursuant to Section 197 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are not applicable to the Company sinceduring the period under review there were no employees who were in receipt of theremuneration beyond the limits prescribed under Section 197 of the Act.
23. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION:
Since the Company is neither engaged in any manufacturing activity nor the Company hasany manufacturing unit therefore there prescribed particulars with regards to complianceof rules relating to conservation of Energy and Technology absorption pursuant to Section134 (3) (m) of the Companies Act 2013 read with Rule - 8 (3) of the Companies (Accounts)Rules 2014 are not applicable on your Company.
24. FOREIGN EXCHANGE EARNINGS AND OUT-GO :
During the period under review thereare no foreign exchange earnings and out go.
25. MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year of the Company i.e. March 312016 and thedate of this Report.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
i) Issue of equity shares with differential rights as to dividend voting or otherwise.
ii) Issue of shares (including sweat equity shares) to employees of the Company
iii) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future
iv) No change in nature of business.
v) The Company confirms that it has paid the annual listing fees for the year 2016-17to Bombay Stock Exchange.
27. ACKNOWLEDGEMENTS AND APPRECIATION:
Your Directors express deep sense of appreciation to the members investors bankersservice providers customers and other business constituents for their continued faithabundant assistance and cooperation extended to the Company.Your Directors would like tomake a special mention of the support extended by the various Departments of Government ofIndia the State Governments particularly the Tax Authorities the Ministry of CommerceMinistry of Corporate Affairs Securities and Exchange Board of India and others and lookforward to their continued support in all future endeavours.
Your Directors also sincerely appreciate the high degree of professionalism commitmentand dedication displayed by employees at all levels thereby contributing largely to thegrowth and success of the Company.
|Registered Office: ||By the order of the Board of Directors |
|Office No. 4 Building No.4. ||For Dhenu Buildcon Infra Limited |
|Vahatuk Nagar Amboli || || |
|Andheri (West) || || |
|Mumbai - 400 058. ||Sd/- ||Sd/- |
| ||Rajkumar Mall ||Vikash Maharishi |
|Date: 05.12.2016 ||(DIN:01999513) ||(DIN: 07073642) |
|Place: Mumbai ||DIRECTOR ||DIRECTOR |