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Dhruv Estates Ltd.

BSE: 507886 Sector: Infrastructure
NSE: N.A. ISIN Code: INE780E01011
BSE LIVE 11:29 | 11 Aug 31.20 0.20
(0.65%)
OPEN

31.20

HIGH

31.20

LOW

31.20

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 31.20
PREVIOUS CLOSE 31.00
VOLUME 4
52-Week high 39.15
52-Week low 21.20
P/E 208.00
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 31.20
Sell Qty 1296.00
OPEN 31.20
CLOSE 31.00
VOLUME 4
52-Week high 39.15
52-Week low 21.20
P/E 208.00
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 31.20
Sell Qty 1296.00

Dhruv Estates Ltd. (DHRUVESTATES) - Director Report

Company director report

To

The Members

Your Directors present their 32nd Annual Report on the business and operations of theCompany and the accounts for the Financial Year ended March 312016.

1. Financial summary:

Particulars 2015-2016 (Rs.) 2014-15 (Rs.)
Profit/(Loss) for the year before Depreciation 174993 74120
Less: Depreciation 0 0
Profit/(Loss) for the year before taxation 174993 74120
Less: Provision for taxation 35000 15000
Profit/(Loss) after taxation 139993 59120
Add: Income Tax Provision written back 6220 0
Net Profit 146213 59120
Add: Balance as per last B/S. 4825046 4765926
ProfiV(Loss) available for appropriation 4971259 4825046
Balance carried to B/S 4971259 4825046

2. Company’s working during the year: The Company in the last two decades has nothad any significant working/operations which is clearly evidenced in the previousfinancial statements. Even the project at village Zanzaroli Palghar has failed to takeoff. Lands in rural areas lack infrastructure are prone to encroachments and are oftensubject of frivolous claims and proceedings. The company has been without funds and isunable to raise capital for doing business of Real Estate which requires huge capital. Inthe present circumstances the future prospects of the Company remain low.

3. Delisting of shares: The management is inclined to consider the delisting of sharesof the Company from the Bombay Stock Exchange on account of higher cost of listingrequirements insignificant trading of shares and lack of business operations in theCompany.

4. Dividend: In view of insignificant profits due to lack of business there are nofunds available for distribution and hence the Directors do not recommend any dividend forthe year.

5. Reserves: Surplus in the Statement of Profit and Loss account has been carried toBalance Sheet.

6. Directors and Key Managerial Personnel: Mr. Kishore Kanungo (DIN: 00568416) steppeddown as a Director of the Company w.e.f 15th March 2016.

Mr. Sanjay Kanungo (DIN: 00568508) Director retires by rotation at the forthcomingAnnual General Meeting and being eligible offers himself for reappointment.

Mr. Sanjay Kanungo was re-appointed as a Managing Director w.e.f. 26th July 2016 for aterm of three years subject to consent of shareholders at the ensuing Annual GeneralMeeting.

7. Particulars of Employees: There are no employees in the Company and none were inreceipt of remuneration in excess of the limits mentioned in Rule 5 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

8. Meetings of the Board: During the year five Board Meetings were held.

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

9. Board Evaluation: As stated there being no business since many years including thisyear interalia due to lack of capital/funds the purpose of an annual evaluation of itsown performance pursuant to the provisions of the Companies Act 2013 is brief.

Since the paid-up capital of the Company is not exceeding Rs. 10 crores and also thenet worth of the Company has never been Rs. 25 crores or more at any time in the historyof the Company Corporate Governance is not applicable to the Company.

10. Declaration by Independent Directors: The Company has received declarations fromthe Independent Directors that they meet the criteria of independence as provided insub-section (6) of Section 149 of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations2015.

11. Remuneration Policy: For the reasons stated earlier the requirement and formationof a recommendation of the Nomination & Remuneration Committee is at presentredundant as there are no employees and nor are any directors drawing any remuneration.

12. Auditors: The statutory Auditors M/s. Pankaj B Mehta & Co. CharteredAccountants Mumbai (Registration No. 107342W) have been appointed to hold office tillthe conclusion of the 36th Annual General Meeting subject to ratification of theirappointment at every Annual General Meeting.

You are requested to ratify their appointment and fix their remuneration.

The Auditors' Report does not contain any qualifications.

13. Secretarial Audit Report: In terms of Section 204 of the Act and Rules made thereunder M/s. A. U Thakurdesai & Co. Practicing Company Secretaries were appointed asSecretarial Auditors of the Company to conduct audit for the year 2015-16. The report ofthe

Secretarial Auditors is enclosed as Annexure II to this report.

The Company is unable to find a qualified Company Secretary due to lack of inclinationshown by candidates citing reasons of lack of incentive and job satisfaction owing toinsignificant business operations coupled with the insufficient financial capacity of thecompany to pay according to their qualifications.

14. Internal Audit & Controls: M/s Sujoy P Mehta & Associates CharteredAccountants were appointed as Internal Auditors of the Company for FY 2015-16.

15. Vigil Mechanism: There are no employees presently in the employment of the companyand there are hardly any business operations. In view of these circumstances there appearsno need for a vigil mechanism. As and when the Company’s business operationscommence a Vigil Mechanism will be established for directors and employees to reportgenuine concerns as required under Section 177(9) & (10) of the Companies Act 2013.

16. Risk management policy: The Company in the last two decades has not had anysignificant working/operations which is clearly evidenced in the previous financialstatements. The management is considering to liquidate the land at Zanzaroli Palghar.

17. Extract Of Annual Return: As required pursuant to section 92(3) of the CompaniesAct 2013 and rule 12(1) of the Companies (Management and Administration) Rules 2014 anextract of annual return in MGT 9 is annexed as a part of this Annual Report as ANNEXUREI.

18. Material changes and commitments affecting the financial position of the company:There were no material changes in the financial position of the Company which haveoccurred between the end of the financial year of the company to which the financialstatements relate and the date of the report.

19. Details of adequacy of internal financial controls with reference to the FinancialStatements: The Company has internal financial controls which are adequate for ensuringthe orderly and efficient conduct of the business including adherence to theCompany’s policies the safe guarding of assets the prevention and detection offrauds and errors the accuracy and completeness of accounting records and timelypreparation of reliable financial information.

20. Deposits: During the year under review the Company has not accepted any deposits.

21. Particulars of loans guarantees or investments: During the year under review theCompany has neither made any loans or investments nor given any guarantees given under theprovisions of Section 186 of Companies Act 2013.

22. Particulars of contracts or arrangements with related parties: There are nocontracts or arrangements entered into with related parties referred to in Section 188(1)of Companies Act 2013.

23. Disclosure Under The Sexual Harassment Of Women At Workplace (PreventionProhibition And Redressal) Act 2013: Since the Company is not having any women employeeson its payroll as on date the Company has not framed any policy for prevention of SexualHarassment of Women at Workplace.

24. Conservation of energy technology absorption and foreign exchange earnings andoutgo:

a) The disclosure pursuant to Section 134 (3) (m) of the Companies Act 2013 read withthe Rule 8 of The Companies (Accounts) Rules 2014 in terms of Conservation of Energy andTechnology Absorption is not required to be given considering the nature of Company’sbusiness.

b) Foreign Exchange Earnings and Expenditure: NIL

25. Human Resources: The Company has no employees since 1st July 2015.

26. Directors’ Responsibility Statement:

The Board of Directors confirms that:

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

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for that period;

c) the directors had taken proper and sufficient care forthe 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) the directors had prepared the annual accounts on a going concern basis; and

e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

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

27. Transfer of Amounts to Investor Education and Protection Fund: Your Company did nothave any funds lying unpaid or unclaimed for a period of seven years. Therefore therewere no funds which were required to be transferred to Investor Education and ProtectionFund (IEPF).

28. Listing With Stock Exchanges: The Company confirms that it has paid the AnnualListing Fees for the year 2016-2017 to BSE Limited where the Company's Shares are listed.

29. Acknowledgements: The Board place on record its appreciation for the support andco-operation your Company has been receiving from its investors customers vendorsbankers financial institutions business associates Regulatory authorities and StockExchanges.

For and on behalf of the Board Of Directors
Sd/-
SANJAY KANUNGO
Place: Mumbai Managing Director
Date: 27th April 2016 (DIN: 00568508)

ANNEXURE INDEX

Annexure Contents
1. Extract of Annual Return in Form MGT 9
II. Secretarial Audit Report in Form MR-3