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Dhani Services Ltd.

BSE: 532960 Sector: Financials
NSE: DHANI ISIN Code: INE274G01010
BSE 00:00 | 19 Aug 54.15 2.55
(4.94%)
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52.45

NSE 00:00 | 19 Aug 54.00 2.55
(4.96%)
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OPEN 54.15
PREVIOUS CLOSE 51.60
VOLUME 2058182
52-Week high 231.80
52-Week low 28.50
P/E
Mkt Cap.(Rs cr) 3,255
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 54.15
CLOSE 51.60
VOLUME 2058182
52-Week high 231.80
52-Week low 28.50
P/E
Mkt Cap.(Rs cr) 3,255
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Dhani Services Ltd. (DHANI) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the Twenty Sixth Annual Report ofthe Company alongwith the audited statement of accounts for the financial year ended March31 2021.

The year gone by has been unprecedented in all of our lives. At thebeginning of 2020 few of us could have anticipated the profound challenges that the worldwould face in the months ahead. The COVID-19 pandemic prompted an unprecedented healthcrisis loss of lives and livelihood for millions and large scale economic disruptionaround the globe. Medical researchers the world over rose to the challenge and byDecember 2020 the first vaccines to counter the infection were approved. By early 2021multiple vaccines were rolled out across the world raising hopes of finally containingthe pandemic.

India did well to control the spread of infections in the first waveand supported by government and RBI's initiatives the battered economy clawed its wayback to growth from October - November 2020 onwards. However the sharp rise in COVID-19cases since March 2021 has led to the re-imposition of restrictions in various states andcities which has impacted economic activity. The spiralling count of infections and deathsseen in April and early May 2021 has now receded and the economy is tentatively opening upagain. Vaccination has gathered very good pace and it would not be overly optimistic tohope that we may finally be getting to a stage where we can put the most devastatingaspects of the pandemic behind us.

Supported by generous monetary and fiscal measures by central banks andgovernments the world over including in India deep economic damage seems to have beencontained and it is expected that the world economy will be nurtured back to good healthover the next couple of years.

Through financial year 2020-21 the Company continued to rationalizeits balance sheet following the difficult liquidity scenarios that the financial sectorhas been facing since September 2018 following the default by the infrastructurelendingfocused NBFC IL&FS. The Company even amid an unprecedented global crisis continue tobalance success as a business with exemplary governance and responsiveness to the needs ofall our stakeholders.

FINANCIAL HIGHLIGHTS (STANDALONE)

The financial highlights of the Company for the financial year endedMarch 31 2021 are as under:

Amount in Rs. Lakhs

Year ended March 31 2021 Year ended March 31 2020
Profit/(loss) before Depreciation & Amortisation expenses and Tax (764.21) 25718.59
Less: Depreciation & Amortisation expenses 19.38 16.50
Profit/(loss) before Tax (783.59) 25702.09
Less: Tax Expense 891.41 1014.46
Profit/(loss) from continuing operations after tax (1675.00) 24687.63
Profit /(loss) from discontinued operations after tax - (82.83)
Profit/(loss) for the year (1675.00) 24604.80
Other comprehensive income (net of taxes) 152.27 (151.93)
Total comprehensive income for the year (1522.73) 24452.87
Balance in retained earnings at the beginning of the year 18553.20 11916.95
Profit/(loss) for the year (1675.00) 24604.80
Other comprehensive income - Remeasurement of defined employee benefit plans (net of taxes) 0.45 15.42
Other comprehensive income - Sale for equity instruments - 65.60
Transfer from share based payments - Options lapsed 3541.16 227.07
Amount transferred to capital redemption reserve upon buy-back (1333.33)
Interim Dividend on Equity Shares - (17174.35)
Corporate Dividend Tax on Interim Dividend on Equity Shares - (2.96)
Interim dividend received on Treasury Shares - 234.00
Balance in retained earnings at the end of the year 20419.81 18553.20

The total revenue of the Company during the financial year ended March31 2021 stood at ' 3539.00 lakh with a net loss of ' 1675.00 lakh. The Company proposesto retain the entire amount of ' 20419.81 lakh in the statement of profit & loss. Theconsolidated revenue of the Company stood at ' 136345.70 lakh and the consolidated netloss after tax stood at ' 22976.90 lakh. This decline in revenue was primarily due to thefundamental change in the Company's business model to monthly subscriptions as the mainrevenue driver and adverse impact of COVID-19 pandemic.

DIVIDEND

The Company has not declared any dividend during the financial year2020-21.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2020-21 Mr. Sameer Gehlaut the FounderPromoter was appointed as Whole time Director & Key Managerial Personnel designatedas Chairman and Chief Executive Officer (CEO) of the Company effective from September 252020.

Mr. Rakesh Mohan Garg IRS (Retd.) (DIN: 08970794) and Mr. Vijay Chugh(Retired Principal Chief General Manager RBI) (DIN: 07112794) were appointed asNon-Executive Independent Director(s) (Additional Directors) of the Company for a periodof one year w.e.f. November 25 2020 and December 21 2020 respectively. Mr. AnishWilliams (DIN: 03314110) was appointed as a Non-Independent Director (Additional Director)on the Board of the Company w.e.f. December 21 2020. Being Additional Directors theyhold office up to the date of ensuing Annual General Meeting of the Company. The Boardrecommends the appointments of Mr. Garg and Mr. Chugh as such for a period of one yearw.e.f. November 25 2020 and December 21 2020 respectively as Non-Executive IndependentDirector(s) not liable to retire by rotation and appointment of Mr. Williams as aNon-Executive Director liable to retire by rotation at the ensuing Annual GeneralMeeting of the Company.

The existing term of Mrs. Fantry Mein Jaswal IRS (Retd.) (DIN:07011247) Mr. Praveen Kumar Tripathi a retired IAS and Ex- Chief Secretary Govt. of NCTDelhi (DIN: 02167497) Mr. Rakesh Mohan Garg IRS (Retd.) (DIN: 08970794) and of Mr. VijayChugh (Retired Principal Chief General Manager RBI) (DIN: 07112794) as Non-ExecutiveIndependent Director(s) of the Company is upto August 22 2021 September 15 2021November 24 2021 and December 20 2021 respectively. To ensure continuity of theirguidance the Board has recommended their re-appointment as Non- Executive IndependentDirectors of the Company for additional one year i.e. up to August 22 2022 September 152022 November 24 2022 and December 20 2022 respectively.

Further in compliance with the applicable regulations Mr. PinankJayant Shah (DIN: 07859798) Executive Director and Key Managerial Personnel liable toretire by rotation at the ensuing Annual General Meeting of the Company and beingeligible has offered himself for re-appointment.

All the Independent Directors have given declaration that they meet thecriteria of independence laid down under Section 149 (6) of the Act and in Regulation16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015('SEBI LODR Regulations'). The brief resume of the Directors proposed to be appointed/reappointed nature of their expertise in specific functional areas terms of appointmentand names of companies in which they hold directorships and memberships/ chairmanships ofBoard Committees are provided in the Notice convening the

Twenty Sixth Annual General Meeting of the Company.

During the financial year 2020-21 and upto the date of this report thefollowing changes have also taken place in the Board:

(a) Mr. Divyesh B. Shah was re-designated as Chief Operating Officer ofthe Company w.e.f. August 28 2020;

(b) Mr. Shyam Lal Bansal (DIN: 02910086) and Mr. Alok Kumar Misra (DIN:00163959) ceased to be the Independent Directors on completion of their respectivetenure(s) w.e.f. August 27 2020; and

(c) Mrs. Rekha Gopal Warriar (DIN: 08152356) resigned due to herpersonal reasons w.e.f. May 23 2020.

SHARE CAPITAL

During the financial year 2020-21 the Company had:

(a) Issued and allotted 27985452 fully paid up equity shares of facevalue ' 2/- each at a price of ' 550/- per equity share (including a premium of ' 548/-per Equity Share) to certain foreign investors upon conversion of equivalent number ofCompulsorily Convertible Debentures (CCDs) of face value of ' 550/- each earlier issuedand allotted to them on a preferential basis in terms of shareholders' approval datedNovember 21 2018 and November 28 2018.

(b) Issued and allotted 33600000 fully paid up equity shares of facevalue ' 2/- each at a price of ' 175/- per equity share (including a premium of ' 173/-per equity share) to certain foreign investors on a preferential basis in terms ofshareholders' approval dated September 25 2020.

(c) Received the second call money of '36/- (' 0.50 face value and '35.50 premium) on 26344 partly paid shares which got listed for trading in relevant ISIN.

Consequently the paid up share capital of the Company increased to '1145406140.80 divided into 527114892 Fully Paid-up Equity shares of face value ' 2/-each and 82830208 Partly Paid up Equity Shares (PPS) of face value of '2/- each(Paid-up value '1.10 per PPS) and 78910 PPS of face value of '2/- each (Paid-up valueRe.0.80 per PPS). Voting rights in respect of PPS are proportionate to the amount paid-upthereon.

ESOP SCHEMES

Presently stock options granted to the employees operate under theschemes namely; "Dhani Services Limited Employees Stock Option Scheme - 2008 and"Dhani Services Limited Employees Stock Option Scheme - 2009. During the year underreview no stock option was granted to any employee under these schemes. However duringthe current financial year 10100000 stock options representing an equal number offully paid-up equity shares of face value of ' 2/- each in the Company under "DhaniServices Limited Employees Stock Option Scheme(s) - 2008 & 2009" were granted tothe eligible employees.

SAR SCHEMES

Presently stock appreciation rights granted to the employees operateunder the scheme namely; "Dhani Services Limited - Employee Stock Benefit Scheme -2019" "Dhani Services Limited - Employee Stock Benefit Scheme - 2020" and"Dhani Services Limited - Employee Stock Benefit Scheme -2021" (hereinafterindividually and/or collectively referred to as the "Scheme"). In compliancewith SEBI (Share Based Employee Benefits) Regulations 2014 (SBEB Regulations) theCompany has set up a registered employee's welfare trust titled "Udaan EmployeeWelfare Trust" (formerly Indiabulls Ventures Limited - Employees Welfare Trust)"(the "Trust") to efficiently manage the Scheme and to acquire purchase holdand deal in fully paid-up equity shares of the Company from the secondary market for thepurpose of administration and implementation of the Scheme. Since shares granted under theScheme on account of exercise of options will be out of those purchased by the Trustfrom the secondary market there will be no dilution in shareholding.

During the year under review and upto the date of this Report19700000 shares held by the Trust have been appropriated for the implementation andmanagement of Company's employees benefit scheme viz. the "Dhani Services Limited -Employee Stock Benefit Scheme - 2019" and "Dhani Services Limited - EmployeeStock Benefit Scheme - 2020" towards grant of Share Appreciations Rights (SARs) tothe employees of the Company and its subsidiaries as permitted pursuant to and incompliance with applicable SBEB Regulations.

There has been no material variation in the terms of the optionsgranted under any of these schemes and all the schemes are in compliance with SBEBRegulations.

The disclosures required to be made under SBEB Regulations and the Actread with Rule 12 of the Companies (Share Capital and Debentures) Rules 2014 in respectof all existing ESOP Schemes/SARs of the Company have been placed on the website of theCompany www.dhani.com.

PUBLIC DEPOSITS

During the year under review the Company has not accepted any depositsfrom the public falling within the ambit of Chapter V of the Act and the Companies(Acceptance of Deposits) Rules 2014.

LISTING WITH STOCK EXCHANGES

The fully paid up Equity Shares (ISIN: INE274G01010) and partly paid upRights Equity Shares (ISIN: IN9274G01034) of the Company continue to remain listed at BSELimited and National Stock Exchange of India Limited. The listing fees payable to both theexchanges for the financial year 2021-22 have been paid. The GDRs issued by the Companycontinue to remain listed on Luxembourg Stock Exchange.

CHANGE OF NAME OF THE COMPANY

The name of the Company stands changed from Indiabulls Ventures Limitedto Dhani Services Limited with effect from October 6 2020 vide fresh Certificate ofIncorporation issued by Registrar of Companies NCT of Delhi & Haryana (ROC).

STATEMENT OF DEVIATION(S) OR VARIATION(S) PURSUANT TO REGULATION 32 OFSEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015

Pursuant to Regulation 32 of the SEBI LODR Regulations statement ofdeviation for the quarter and year ended March 31 2021 on the utilization of proceedsof Rights Issue of the Company was placed before the Audit Committee in its meeting heldon June 18 2021 wherein the Audit Committee noted that there was no deviation as regardsthe utilization of funds from the Objects stated in the Letter of Offer for Company'sRights Issue and post its approval the same was submitted with the Stock Exchanges on June18 2021.

INFORMATION PURSUANT TO SECTION 134 AND SECTION 197 OF THE COMPANIESACT 2013 READ WITH THE RELEVANT RULES AND SEBI LODR REGULATIONS

The information required to be disclosed pursuant to Section 134 andSection 197 of the Act read with the relevant rules (to the extent applicable) and SEBILODR Regulations not elsewhere mentioned in this Report are given in "AnnexureA" forming part of this Report.

AUDITORS

(a) Statutory Auditors

M/s Walker Chandiok & Co LLP (Firm Regn. No. 001076N/N500013) (amember of Grant Thornton International) the statutory auditors of the Company wereappointed by the members in their 22nd Annual General Meeting held on September 29 2017for a period of five years i.e. until the conclusion of the 27th Annual General Meeting ofthe Company.

The Notes to the Accounts referred to in the Auditors' Report are self- explanatory and therefore do not call for any further explanation. No frauds have beenreported by the Auditors of the Company in terms of Section 143(12) of the Act.

(b) Secretarial Auditors & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with therules made thereunder the Company has appointed M/s A. K. Kuchhal & Co. a firm ofCompany Secretaries in practice as its Secretarial Auditors to conduct the secretarialaudit of the Company for the Financial Year 2020-21. The Company has provided allassistance facilities documents records and clarifications etc. to the SecretarialAuditors for conducting their audit. The Report of Secretarial Auditors for the FinancialYear 2020-21 is annexed as "Annexure 1" and forming part of this Report.The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

The Secretarial Compliance Report as prescribed by SEBI is annexed as"Annexure 2" and forming part of this Report.

The Secretarial Audit Report of material subsidiary company namelyDhani Loans and Services Limited is annexed as "Annexure 3".

(c) Cost Records

The Company is not required to prepare and maintain cost recordspursuant to Section 148(1) of the Act. CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility(CSR)" the Company has undertaken projects in the area of Education as per its CSRPolicy (available on your Company's website https://www.dhani.com/wp-content/uploads/2020/12/csr-policy-isl_1564987829.pdf and the details are contained in the AnnualReport on CSR Activities given in "Annexure 4" forming part of thisReport. The project is in accordance with Schedule VII of the Act read with the relevantrules.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of SEBI LODR Regulations Management'sDiscussion and Analysis Report for the year under review is presented in a separatesection forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 of the SEBI LODR Regulations CorporateGovernance Practices followed by the Company together with a certificate from apracticing Company Secretary confirming compliance is presented in a separate sectionforming part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34 of the SEBI LODR Regulations BusinessResponsibility Report (BRR) is presented in a separate section forming part of this AnnualReport.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the following statementin terms of Section 134 of the Act:

a) that in the preparation of the annual accounts for the year endedMarch 31 2021 the applicable accounting standards had been followed along with properexplanation relating to material departures if any;

b) that such accounting policies as mentioned in the Notes to theFinancial Statements had been selected and applied consistently and judgments andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2021 and the profit and lossof the Company for the year ended on that date;

c) that proper and sufficient care had been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities;

d) that the annual accounts had been prepared on a going concern basis;

e) that proper internal financial controls were in place and that suchfinancial controls were adequate and were operating effectively; and

f) that proper systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of theculture of professionalism creativity integrity and continuous improvement in allfunctional areas and the efficient utilization of all its resources for sustainable andprofitable growth. Your Directors wish to place on record their appreciation of thecontributions made and committed services rendered by the employees of the Company atvarious levels. Your Directors also wish to express their gratitude for the continuousassistance and support received from the investors clients bankers regulatory andgovernment authorities during the year.

For Dhani Services Limited
Sd/- Sd/-
Divyesh B. Shah Pinank Jayant Shah
Place: Mumbai Whole-time Director & COO Executive Director
Date: August 6 2021 (DIN: 00010933) (DIN: 07859798)

ANNEXURE-A

ANNEXURE FORMING PART OF THE BOARDS' REPORT EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) of the CompaniesAct 2013 ("Act") the Annual Return as on March 31 2021 is available on theCompany's website https://www.dhani.com/wp-content/uploads/2021/08/DSL-Form_MGT-7_31.03.2021-1.pdf.

BOARD MEETINGS

During the FY 2020-21 6 (Six) Board Meetings were convened and held.The details of such meetings are given in Corporate Governance Report forming part of thisAnnual Report. The intervening gap between these meetings was within the period prescribedunder the Act. Due to the exceptional circumstances caused by the COVID-19 pandemic andconsequent to relaxations granted by MCA and SEBI all Board meetings in FY 2021 were heldthrough Video Conferencing. The notice and agenda including all material information andminimum information required to be made available to the Board under Regulation 17 readwith Schedule II Part-A of the SEBI LODR Regulations were circulated to all directorswell within the prescribed time before the meeting or placed at the meeting. During theyear separate meeting of the Independent Directors was held on March 26 2021 throughvideo conferencing mode without the attendance of Non-Independent Directors and themembers of the Company Management.

>BOARD EVALUATION

The Nomination and Remuneration Committee (NRC) of the Board reassessedthe framework methodology and criteria for evaluating the performance of the Board as awhole including Board Commiti:ee(s) as well as performance of each director(s)/ Chairmanand confirms that the existing evaluation parameters are in compliance with therequirements as per SEBI guidance note dated January 5 2017 on Board evaluation. Theparameter which inter-alia includes effectiveness of the Board and its committeesdecision making process Directors/members participation governance independencequality and content of agenda papers team work frequency of meetings discussions atmeetings corporate culture contribution role of the Chairman and management of conflictof interest. Basis these parameters and guidance note on board evaluation issued by SEBIthe NRC had reviewed at length the performance of each director individually and expressedsatisfaction on the process of evaluation and the performance of each Director. Theperformance evaluation of the Board as a whole and its committees namely Audit CommitteeNomination & Remuneration Committee and Stakeholders Relationship Committee as well asthe performance of each director individually including the Chairman was carried out bythe entire Board of Directors. The performance evaluation of the Chairman ExecutiveDirectors and Non-Executive Director was carried out by the Independent Directors in theirmeeting held on March 26 2021. The Directors expressed their satisfaction with theevaluation process.

Also the Chairman of the Company on a periodic basis has hadone-to-one discussion with the directors for their views on the functioning of the Boardand the Company including discussions on level of engagement and contributionindependence of judgment safeguarding the interest of the Company and its minorityshareholders and implementation of the suggestions offered by Directors eitherindividually or collectively during different board/committee meetings.

POLICY ON APPOINTMENT OF DIRECTORS & THEIR REMUNERATION

A Board approved policy for selection and appointment of DirectorsSenior Management and their remuneration is already in place. The brief of RemunerationPolicy is stated in the Corporate Governance Report forming part of this Annual Report.

LOANS GUARANTEES OR INVESTMENTS

During the FY 2020-21 in terms of the provisions of Section 186 (1) ofthe Act the Company did not make any investments through more than two layers ofinvestment companies. The Company's investment/loans/guarantees during FY 2020-21 werein compliance with the provisions of Section 186 of the Act particulars of which arecaptured in financial statements of the Company for the financial year ended March 312021 wherever applicable and required forming part of this Annual Report.

RELATED PARTY TRANSACTIONS

All the related party transactions entered into by the Company duringthe financial year were in its ordinary course of business and on an arm's length basis.There are no materially significant related party transactions entered by the Company withits Promoters Key Management Personnel or other designated persons which may havepotential conflict with the interest of the Company at large. None of the transactionswith related parties fall under the scope of Section 188(1) of the Act and hence theinformations on transactions with related parties pursuant to Section 134(3) (h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 required to be given in theprescribed form AOC -2 are not applicable.

Further the Policy for Dealing with Related Party Transactions isenclosed as "Annexure 5" and is also available on the website of theCompany at https://www.dhani.com/wp-content/uploads/2020/12/IVL_Policy_For_Dealing_with_Realted_Party_Transactions_1598078265.pdf

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an elaborate system of internal controls commensuratewith the size scale and complexity of its operations; it also covers areas like financialreporting fraud control compliance with applicable laws and regulations etc. Regularinternal audits are conducted to check and to ensure that responsibilities are dischargedeffectively. The Internal Audit Department monitors and evaluates the efficacy andadequacy of internal control systems in the Company its compliance with regulatorydirectives efficacy of its operating systems adherence to the accounting procedures andpolicies of the Company and its subsidiaries. Wherever required the internal auditefforts are supplemented by audits conducted by specialized consultants/audit firms. Basedon the report of the Internal Auditors process owners undertake corrective actions intheir respective areas and thereby strengthen the controls.

MATERIAL CHANGES AND COMMITMENTS

Apart from the information provided/disclosures made elsewhere in theBoards' Report including Annexures thereof there are no material changes and commitmentsaffecting the financial position of the Company occurred between the date of end of thefinancial year of the Company i.e. March 31 2021 till date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS

No significant and material orders were passed by the regulators orcourts or tribunals impacting the going concern status and Company's operations infuture.

However SEBI vide order dated May 21 2021 imposed a penalty of ' 55Lacs on the Company and its Secretary for not closing trading window in respect of one ofthe transaction executed in 2017 with the shareholders' approval in July 2016. SAT hasgranted stay on the said SEBI order subject to payment of 50% of penalty. The said penaltyhas been paid by the Company and Secretary of the Company. The appeal filed will befinally disposed off on September 20 2021.

TRANSFER TO IEPF

During the year the unclaimed dividend of ' 88.84 lakh pertaining tothe Financial Year 2012-13 and 2013-14 got transferred to Investor Education andProtection Fund (IEPF) after giving due notice to the members.

Further the Company has transferred 41331 fully paid-up equity sharespertaining to the Financial Year 2012-13 and 2013-14 in respect of which dividend has notbeen received or claimed for seven consecutive years to Demat Account of IEPF Authorityin respect of which individual notice had also been sent to concerned Shareholders.

Those members who have not so far claimed their dividend for thesubsequent financial years are also advised to claim it from the Company or SkylineFinancial Services Private Limited. Further in compliance with the requirements in termsof the notification issued by the Ministry of Corporate Affairs (MCA) the Company hastill date transferred its 171480 (One Lakh Seventy One Thousand Four Hundred and Eighty)fully paid-up equity shares in respect of which

dividend has not been received or claimed for seven consecutive yearsfrom the Financial Year 2008-09 onwards to Demat Account of IEPF Authority in respect ofwhich individual notice had also been sent to concerned Shareholders.

Further pursuant to the requirements of SEBI Circular no. SEBI/LAD-NRO/GN/2016-17/008 dated July 8 2016 the Dividend Distribution Policy of the Companyis available on the website of the Company at - https://www.dhani.com/wp-content/uploads/2020/12/ivl-dividend-distribution-policy_1564992261.pdf

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The Company has been the leader in technology adoption to set forthexample for others to trail and is continuously launching new products & services forthe customers by leveraging existing and emerging technologies. Organisation has createdsingle view for customers to enable usage of multiple services through single frontendleading to higher customer engagement. As part of the roadmap of technology stackmodernisation applications have been consolidating application layers leading toefficiency in the processes and enhanced customer experience. Organisation has investedinto multiple technology platforms to enhance customer acquisition servicing processesand handle volumes. The Company is also actively investing and deploying capabilities inArtificial Intelligence (AI) Machine learning (ML) natural language processing (NLP) inthe area of customer service and collections through mailbot chatbot & voicebot . Aimis to create an unmatched customer experience with swift response at their queries &needs. The technology architecture is being simplified to be able to manage the scale andagility requirements of the organisation. Organisation has intensely invested in cloud anddata infrastructure to enables faster change management and provides ability to scale anddeploy rapidly.

A. Conservation of Energy

The Company operations do not account for substantial energyconsumption. However the Company is taking all possible measures to conserve energy. Asan ongoing process the followings are

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the Company for utilizing alternate sources ofenergy; and

(iii) the capital investment on energy conservation equipment.

Consumption of electricity and its efficient utilization is animportant area and the Company has taken many steps to reduce its carbon footprint on thisfront. The Company has been able to reduce energy consumption by using star ratedappliances where possible and also through the replacement of CFL lights with LED lights.Monitoring resource usage improved process efficiency reduced waste generation anddisposal costs have also supported the cause.

B. Technology Absorption

The Company is investing in cutting edge technologies to upgrade itsinfrastructure set up and innovative technical solutions thereby increasing customerdelight & employee efficiency. Next Generation Business Intelligence & analyticstool have been implemented to ensure that while data continues to grow decision makersgets answers faster than ever for timely & critical level decision making. The Companyhas implemented best of the breed applications to manage and automate its businessprocesses to achieve higher efficiency data integrity and data security. It has helped itin implementing best business practices and shorter time to market new schemes productsand customer services. The Company has taken major initiatives for improved employeeexperience by implementing innovative solutions and empowering them by providing mobileplatform to manage their work while on the go. The Company's investment in technology hasimproved customer services reduced operational cost and development of new businessopportunities. No technology was imported by the Company during the last three financialyears including financial year 2020-21.

C. Foreign Exchange Earnings and Outgo

During the year under review your Company had no foreign exchangeearnings. Foreign exchange outgo was ' 50.64 crores.

GREEN INITIATIVES

The Company's Environmental Management System (EMS) focuses onassessing the environmental cost of the Company's services and activities and seeks toreduce or eliminate the negative impact and increase their positive effects.

Environmental sustainability is important to the Company and is one ofthe reasons behind the Company's push to digitize its processes.

Pursuant to the guidelines and notification issued by the Ministry ofHome Affairs Government of India and pursuant to applicable provisions of the Act andrules made thereunder and SEBI LODR and the MCA/SEBI Circulars the AGM of the Company isbeing held through Video Conferencing ("VC") / Other Audio Visual Means("OAVM") without the physical presence of the Members at a common venue. Theproceedings of the AGM shall be deemed to be conducted at the Registered Office of theCompany which shall be the deemed venue of the AGM. Electronic copies of the Annual Reportfor Financial year 2020-21 and Notice of the Twenty Sixth AGM are sent to all the memberswhose email addresses are registered with the Company / Depository Participant(s). TheMembers who have not received the said Annual Report and Notice may download the same fromthe Company's website at www.dhani.com and on the websites of the Stock Exchanges i.e. BSELimited and National Stock Exchange of India Limited at www. bseindia.com andwww.nseindia.com respectively.

The Company is providing e-voting facility to all members to enablethem to cast their votes electronically on all resolutions set forth in the Notice of theTwenty Sixth AGM. This is pursuant to Section 108 of the Act and Rule 20 of the Companies(Management and Administration) Rules 2014 as substituted by Companies (Management andAdministration) Amendment Rules 2015 and Regulation 44 of SEBI LODR Regulations. Theinstructions for remote e-voting are provided in the Notice convening the Twenty SixthAGM. The members may also cast their votes during the AGM.

BUSINESS RISK MANAGEMENT

Pursuant to the applicable provisions of the Act and Regulation 21 ofthe SEBI LODR Regulations the Company has in place a Board constituted Risk ManagementCommittee. Details of the Committee and its terms of reference are set out in theCorporate Governance Report forming part of this report.

The Company has a robust Business Risk Management framework to identifyand evaluate business risks and opportunities. This framework seeks to createtransparency minimize adverse impact on its business objectives and enhance itscompetitive advantage. It defines the risk management approach across the Company and itssubsidiaries at various levels including the documentation and reporting. At present theCompany has not identified any element of risk which may threaten its existence.

PARTICULARS OF EMPLOYEES

Pursuant to the applicable provisions of the Act read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 disclosures onManagerial Remuneration are provided in "Annexure 6" forming part of thisReport. In terms of the provisions of Section 136(1) of the Act read with the said rulesthe Boards' Report is being sent to all the shareholders of the Company excluding theannexure on the names and other particulars of employees required in accordance with Rule5(2) of said rules which is available for inspection by the members subject to theirspecific written request in advance to the Company Secretary of the Company. Theinspection is to be carried out at the Company's Registered Office at New Delhi or at itsCorporate Office at Gurugram during business hours on working days (except Saturday andSunday) of the Company up to date of ensuing Annual General Meeting.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Non-Executive Directors are familiarized with their roles rights andresponsibilities in the Company as well as with the nature of industry and business modelof the Company through presentations about the Company's strategy business model productand service offerings customers & shareholders profile financial details humanresources technology facilities internal controls and risk management their rolesrights and responsibilities in the Company.

The Board is also periodically briefed on the various changes if anyin the regulations governing the conduct of nonexecutive directors including independentdirectors. The details of the familiarization programmes have been hosted on the websiteof the Company and link provided in the Report on Corporate Governance forming part ofthis Report.

SUBSIDIARY & ASSOCIATE COMPANIES

Pursuant to Section 129 of the Act and Indian Accounting Standard (INDAS) - 110 on Consolidated Financial Statements the Company has prepared its ConsolidatedFinancial Statement along with all its subsidiaries in the same form and manner as thatof the Company which shall be laid before its ensuing Twenty Sixth Annual General Meetingalong with its Standalone Financial Statement. The Consolidated Financial Statements ofthe Company along with its subsidiaries for the year ended March 31 2021 forms part ofthis Annual Report.

Each quarter the Audit Committee reviews the performance andunaudited/audited financial statements of subsidiary companies. The minutes of the boardmeetings of the unlisted subsidiary companies of the Company and significant transactionsand arrangements entered into by all the unlisted subsidiary companies are placed beforethe board on a quarterly basis. The Board is periodically apprised of the performance ofkey subsidiary companies including material developments.

For the performance and financial position of each of the subsidiariesof the Company included in its Consolidated Financial Statements the Members arerequested to refer to Note no. 61 of the Notes to the Accounts of Consolidated FinancialStatements of the Company and statement pursuant to first proviso to subsection (3) ofsection 129 of the Act read with rule 5 of Companies (Accounts) Rules 2014 in theprescribed Form AOC - 1 relating to Statement containing salient features of the financialstatement of subsidiary has been attached to this report and forms part of the financialstatements.

Further pursuant to the provisions of Section 136 of the Act thefinancial statements of the Company consolidated financial statements along with relevantdocuments and separate audited accounts in respect of subsidiaries are also available onthe website of the Company at www.dhani.com

Shareholders may write to the Company for the annual financialstatements and any further information on subsidiary companies. Further the documentsshall also be available for inspection by the shareholders at the registered office of theCompany.

During the year Dhani Loans and Services Limited (formerly IndiabullsConsumer Finance Limited) (DLSL) was material unlisted subsidiary of the Company as perSEBI LODR Regulations. As on March 31 2021 the Company has 25 subsidiaries 1 employeewelfare trust and 14 business trusts and there is no joint venture company within themeaning of Section 2(6) of the Act.

The Company is in compliance with Regulation 24A of the SEBI LODRRegulations. The Company's unlisted material subsidiary DLSL undergoes Secretarial Audit.Copy of Secretarial Audit Report of DLSL is given in Annexure-3. The Secretarial Auditreport of DLSL does not contain any qualification reservation or adverse remark.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIESOR ASSOCIATE COMPANIES

During the year under review the Company has incorporated/acquired 5new subsidiary companies namely Dhani Health Middle East FZ LLC Euler Systems INCJwala Technology Systems Private Limited Dhani Limited (Jersey) and Dhani LTD (UK).

COMMITTEES OF THE BOARD

The Company has following Board constituted committees which have beenestablished as a part of the best corporate governance practices and are in compliancewith the requirements of the relevant provisions of applicable laws and statutes.

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Compensation Committee

e) Corporate Social Responsibility Committee

f) Allotment Committee

g) Management Committee

h) Securities Issuance Committee

i) Restructuring Committee

j) Risk Management Committee

k) Internal Complaints Committee

The details with respect to the composition powers roles terms ofreference etc. of relevant committees constituted under the Act and SEBI LODR Regulationsare given in the Corporate Governance Report forming part of this Annual Report.

SECRETARIAL STANDARDS

The Board of Directors state that the Company has complied with theapplicable Secretarial Standards (SS-1 and SS-2) respectively relating to Meetings of theBoard its Committees and the General Meetings as issued by the Institute of CompanySecretaries of India.

NUMBER OF CASES FILED IF ANY AND THEIR DISPOSAL UNDER SECTION 22 OFTHE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) Act2013

The Company has zero tolerance towards sexual harassment at theworkplace and has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.During the financial year 2020-21 no case of sexual harassment was reported.

The Company has complied with provisions relating to the constitutionof Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Work place(Prevention Prohibition and Redressal) Act 2013. The Internal Complaints Committee (ICC)has been set up to redress complaints received if any regarding sexual harassment.

VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethicalmoral and legal conduct of its business operations. To maintain these standards theCompany has implemented the Whistle Blower Policy (''the Policy'') to provide an avenuefor employees to report matters without the risk of subsequent victimizationdiscrimination or disadvantage. The Policy applies to all employees working for theCompany and its subsidiaries. Pursuant to the Policy the whistle blowers can raiseconcerns relating to matters such as breach of Company's Code of Conduct fraud briberycorruption employee misconduct illegality misappropriation of Company's funds / assetsetc. A whistle-blowing or reporting mechanism as set out in the Policy invites allemployees to act responsibly to uphold the reputation of the Company and its subsidiaries.

The Policy aims to ensure that serious concerns are properly raised andaddressed and are recognized as an enabling factor in administering good governancepractices. The details of the Whistle Blower Policy are available on the website of theCompany athttps://www.dhani.com/wp-content/uploads/2021/05/whistleblower_policy_dhani_2021.pdf

For Dhani Services Limited
Sd/- Sd/-
Divyesh B. Shah Pinank Jayant Shah
Place: Mumbai Whole-time Director & COO Executive Director
Date: August 6 2021 (DIN: 00010933) (DIN: 07859798)

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