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Dhanuka Realty Ltd.

BSE: 538380 Sector: Infrastructure
NSE: DRL ISIN Code: INE704V01015
BSE 05:30 | 01 Jan Dhanuka Realty Ltd
NSE 00:00 | 25 Jan 19.95 -1.05
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Dhanuka Realty Ltd. (DRL) - Director Report

Company director report

The Company's financial performance for the financial year ended March 31 2021 andits comparison with previous year is summarized below:

(Amount in Rs.)

Standalone Consolidated
Particulars 2020-21 2019-20 2020-21 2019-20
Revenue from
Operations 90510762 - 126041846 39043338
Other Income - 142929 2094049 2487169
Total Revenues 90510762 142929 128135895 41530507
Cost of Material consumed - - 51274817 19469632
Purchase of Stock in Trade 43959660 8873381 - -
Changes in inventories of finished goods work in progress and stock in trade 41376922 (36714740) 84552094 (1792294)
Employee benefits expense 4200000 4402385 5294632 9466813
Finance cost 251434 12407686 428184 12250728
Depreciation and amortization expense 489190 662724 1450770 1647702
Other expenses 168075 11450927 6206559 14615970
Total expenses 90445281 1082363 149207056 55658551
Profit before tax 90269 (939434) (21071161) (14128044)
Tax expenses 15000 (28204) (5107822) (3453194)
Profit for the year 75269 (911230) (15963339) (10674850)
Basic earnings Per Share (in Rs) 0.01 (0.11) (2.27) (1.52)
Diluted earnings Per Share (in Rs.) 0.01 (0.11) (2.27) (1.52)

REVIEW OF BUSINESS OPERATIONS

Your Company is a real estate development and construction company primarily focusingon development of residential apartments in Jaipur.

Your Company's Standalone Profit after tax for the current financial year 2020-21 isRs. 75269/- (profit after tax for the previous financial year is Rs. (911230) /-).

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

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

Both Subsidiary companies i.e. Triveni Kripa Buildhome Private limited and DhanukaAffordable Housing Private limited are real estate development and Construction Company.

Triveni Kripa Buildhome Private limited Profit after tax for the current financial year2020-21 is Rs. (15975926)/- Dhanuka Affordable Housing Private Limited Profit after taxfor the current financial year 2020-21 is Rs. (62682)/-

DIVIDEND

The Board of Directors of your company after considering holistically the relevantcircumstances has decided that it would be prudent not to recommend any Dividend for theyear under review and retain the profits of the Company for its future growth.

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.

AMOUNT TRANSFERRED TO RESERVE

Your Company transferred Profit of Rs. 75269 to the Reserve for the year under review.

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 80000000/-(Rupees Eight Croresonly) divided into 8000000 (Eighty lakhs)equity shares of Rs. 10 each.

The Issued Subscribed and Paid Up Capital of the Company as on March 31 2021 was Rs.70400400/-

a) Issue of equity shares with differential rights

Your Company has not issued equity shares with differential rights for the financialyear 2020-21 and therefore details as provided in rule 4(4) of Companies (Share Capitaland Debentures) Rules 2014 is not applicable on the Company.

b) Issue of sweat equity shares

Your Company has not issued sweat equity shares for the financial year 2020-21 andtherefore details as provided in rule 8 (13) of Companies (Share Capital and Debentures)Rules 2014 is not applicable on the Company.

c) Issue of employee stock

Your Company has not issued employee stock option for the financial year 2020-21 andtherefore details as provided in rule 12 (9) of Companies (Share Capital and Debentures)Rules 2014 is not applicable on the Company.

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

The Company has no other type of securities except equity shares forming part of paidup capital.

DEPOSITORY PARTICIPANT

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

LISTING ON STOCK EXCHANGE

Dhanuka Realty Limited got its shares listed on the SME Platform of NSE i.e. NSE Emergeon October 18 2016. The listing fees has been duly paid to the exchange for the financialyear 2020-21.

APPOINTMENT/RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSON

• In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Yogesh Dhanuka(DIN- 01437705) Managing Director of theCompany is liable to retire by rotation in the forthcoming Annual General Meeting andbeing eligible offers himself for reappointment.

• During the Financial Year 2020-2021 Mr. Jaideep Singh (DIN- 09028411)appointed as Additional Non-Executive Director on 13/01/2021 and Mrs. PritiDhanuka(DIN-08653122) appointed as Additional Director on 22/01/2021.

• Mr. Girish Chandra Dhanuka (DIN: 02679931) Peeyush Dhanuka (DIN: 01437706)Hitesh Dhanuka (DIN: 01437707) and Vaibhav Bansal (DIN: 02032376) ceased from Directorshipof the Company w.e.f. 22/01/2021.

• On 07/06/2021 Mr. Siraj Mirza appointed as Additional Non- Executive Directorand Mrs. Priti Dhanuka existing director of the company also appointed as CFO of theCompany w.e.f. 21/07/2021.

• Mrs. Mani Jain has retired from the Board of Directors consequent to hercompletion of present term of 5 years as Independent Director on 31st August2021.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act 2013 the company has vigil mechanism inthe form of Whistle Blower Policy for directors and employees to report genuine concernsand to deal with instances of fraud or mismanagement. The same is placed on the Company'swebsite and the web link for the same is http://www.dhanukagroup.in/policies

POLICY RELATED TO APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AND OTHERRELATED MATTER

Company has a policy for the appointment of Directors and key managerial personnelwhich is managed by the Nomination and Remuneration Committee as per the provisions ofSection 178 of the Companies Act 2013. . The same is placed on the Company's website andthe web link for the same is http://www.dhanukagroup.in/policies

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 Directors and key managerial personnel isas per the terms laid out in the nomination and remuneration policy of the Company.

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

COMMITTEE FORMED

Company had the following committees:

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.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Details of the Companies which have become its Subsidiary/ JV/ Associate Company.

S.No Name Status Subsidiary/ JV/ Associate Company Date of becoming Subsidiary/ JV/ Associate Company Date of ceasing as Subsidiary/ JV/ Associate Company NA
1. Triveni Kripa Buildhome Private Limited Wholly Owned Subsidiary 20 July 2016
2. Dhanuka Affordable Housing Private Limited (Formerly Known as Shri Shyam Realmart Private Limited) Wholly Owned Subsidiary 18 December 2017 NA

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act 2013 and Rule 12 of The Companies(Management and Administration) Rules 2014 the annual return of the Company is availableon the website of the Company at link www.dhanukagroup.in.

NUMBER OF BOARD MEETINGS HELD DURING THE YEAR

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.

BOARD EVALUATION

In terms of provisions of the Companies Act 2013 Nomination cum Remuneration Committeeof the Board of Directors of the Company specified the manner for effective evaluation ofperformance of Board its Committees and Individual Directors. Based on the same theBoard carried out annual evaluation of its own performance performance of its CommitteesIndividual Directors including Independent Directors during the year. Company had adoptedthe evaluation parameters as suggested by the Institute of Company Secretaries of Indiaand Securities and Exchange Board of India with suitable changes from Company'sperspective. The performance of the Board was evaluated by the Board on the basis ofcriteria such as Board composition and structure effectiveness of Board processesinformation flow to Board functioning of the Board etc. The performance of Committeeswas evaluated by the Board on the basis of criteria such as composition of Committeeseffectiveness of Committee working independence etc. The Board evaluated the performanceof individual Director on the basis of criteria such as attendance and contribution ofDirector at Board/Committee Meetings adherence to ethical standards and code of conductof the Company inter-personal relations with other Directors meaningful and constructivecontribution and inputs in the Board/ Committee meetings etc.

For the above evaluation the Board members completed questionnaires providing feedbackon different parameters as already stated above including on performance of Board /Committees / Directors engagement levels independence of judgment and other criteria.This is followed with review and discussions at the level of Board. The results ofevaluation showed high level of commitment and engagement of Board its various committeesand working directors.

In a separate meeting of the Independent Directors performance evaluation of Non-Independent Directors the Board as a whole and performance evaluation of Chairman wascarried out taking into account the views of Executive and Non-Executive Directors. Thequality quantity and timeliness of flow of information between the Company Management andthe Board which is necessary for the Board to effectively and reasonably perform theirduties were also evaluated in the said meeting.

The Independent Directors well appreciated the functioning of the Board of DirectorsWorking Directors as well as Committee of the Board. They were also highly satisfied withleadership role played by the Chairman.

AUDITORS AND AUDIT REPORT

i. STATUTORY AUDITORS

The Company in its 11th Annual General Meeting held on 01/08/2018 hadappointed M/s ABHISHEK SHARMA & COMPANY Chartered Accountants (Firm Regn. No.012818C) Chartered Accountants JAIPUR as Statutory Auditors of the company for a periodof five consecutive year from the conclusion of 11th AGM until the conclusionof consecutive 16th AGM. The Board of Directors of the Company at its Meetingheld on 06th September 2021 has approved the appointment of M/s Ajay Kumar Vijayvergia& Associates having FRN: 003833C as Statutory Auditors of the Company effective from30th September 2021 till the conclusion of 15th Annual GeneralMeeting of the Company to fill the casual vacancy caused due to the resignation of M/s.Abhishek Sharma and Company (FRN: 012818C) effective from 30th September 2021.This appointment is subject to approval of shareholders by way of resolution at theensuing Annual General Meeting of the Company.

BOARD COMMENT ON AUDITORS' REPORT:

There are no observations (including any qualification reservation adverse remark ordisclaimer) of the Auditors in their Audit Report that may call for any explanation undersection 134(3)(f) of the Companies Act 2013 from the Directors. Further the notes toaccounts referred to in the Auditors Report are self-explanatory.

ii. SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 Company had appointed M/s. MahendraKhandelwal & Co. Practicing Company Secretaries Jaipur (Membership no. 6266) &(CP No 4459) as a Secretarial Auditors of the Company.

The report of the Secretarial Auditors for the financial year 2020-21 is enclosed as AnnexureI to this report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

iii. INTERNAL AUDITORS

The Board has appointed M/s NMA and Associates Chartered Accountants (FRN 015357C) asInternal Auditors for the Financial Year 2020-2021 under Section 138 of the Companies Act2013 and he has completed the internal audit as per the scope defined by the AuditCommittee.

The Board has appointed M/s. Chouhan Dadhich & Co. as Internal Auditor for theFinancial Year 2021-2022.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the Regulation 34(2)(e) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Management Discussion and Analysis forms part of thisAnnual Report for the year ended 31st March 2021.

RISK MANAGEMENT

The Company does not have any Risk Management Policy as the elements of riskthreatening in 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.

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) 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 and loss of the company for that period;

(c) the directors had 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) 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 thecompany and that such internal financial controls are adequate and were operatingeffectively and

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

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

A. Conservation of Energy

(i) the steps taken or impact on conservation of energy; The Company's operations are not energy- intensive and as such involve low energy consumption.
(ii) the steps taken by the company for utilising alternate sources of energy;
(iii) the capital investment on energy conservation equipments;

B. Technology Absorption

(i) the efforts made towards technology absorption; Operations of the company do not involve any kind of special technology and there was no expenditure on research & development during this financial year 2020-2021.
(ii) the benefits derived like product improvement cost reduction product development or import substitution;
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and
(iv) the expenditure incurred on Research and Development.

C. Foreign Exchange Earnings and outgo

The Foreign Exchange earnings and outgo during the financial period ended 31stMarch 2021 is as follows:

Particulars 31st March 2021 31st March 2020
Foreign Exchange Earnings -- --
Foreign Exchange Outgo -- --

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

The outbreak of COVID-19 had significant impact on the operation of the Company. Thenational wide lockdown declared by the government has resulted in discontinuance of theconstruction work and operational activities at the office. Due to the disruptionrecession has crippled economic activities throughout the nation and lack of consumerdemand has effected the real estate market thereby minimizing the cash inflows of thecompany.

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.

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. Thecompany has complied with provisions relating to the constitution of Internal ComplaintsCommittee under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. During the year under review there was no case filed pursuant tothe sexual harassment of Women at workplace (Prevention Prohibition and Redressal) Act2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered into during the financial year were onan arm's length basis and in the ordinary course of business. During the year the Companyhad not entered into any contract arrangement and transaction with related parties whichcould be considered material. Details of the Related Parties disclosures (transactions)are provided in the accompanying financial statements and are disclosed in Form No. AOC-2.(In Annexure II).

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided at Annexure - III.

PARTICULARS OF LOAN GUARANTEE OR INVESTMENTS

The Company has not given any loan or guarantee or investments covered under provisionof Section 186 of the Companies Act 2013 during the period under review. The particularsof the same are detailed in the accompanying Financial Statements.

FRAUD REPORTING

The Statutory Auditor have not reported any incident of Fraud as per sub section (12)of Section 143 of the Companies Act 2013 during the financial year.

DEPOSITS

During the reporting period the Company has not accepted any deposit falling within theambit of Section 73 of the Companies Act 2013 read-with the Companies (Acceptance ofDeposits) Rules 2014 as amended from time to time. Further the Company has not acceptedany deposit in earlier years as such question of unpaid or unclaimed deposit and defaultin repayment thereof does not arise. Further the Company has accepted the amount fromits Directors by way of unsecured loan and a declaration to that effect pursuant to theprovisions of Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules 2014 hasbeen taken from concerned persons from time to time. Details of the Loan taken fromDirectors are as follows:

S. No. Name Amount outstanding as on 31.03.2021
1. Yogesh Dhanuka 282329
2. Jaideep Singh 5000000

DETAILS OF SIGNIFICANT AND MATERIAL ORDRES PASSED BY THE REGULATORS/COURT/TRIBUNALS

No significant and material orders passed by the Regulators or Courts or Tribunalsimpacting the going concern status and company's operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROL

Company has put in place adequate internal control systems with reference to theFinancial Statements commensurate with its size of operations. The Company evaluates theadequacy and effectiveness of internal financial control systems periodically.

COMPLIANCE WITH SECRETARIAL STANDARDS

Company has complied with the Secretarial Standards issued by Institute of CompaniesSecretaries of India (ICSI) on Board Meetings (SS- 1) and General Meetings (SS-2).

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE ENDOF THE FINANCIAL YEAR

No proceeding is initiated on the company under the Insolvency and Bankruptcy Code2016 (31 of 2016) during the year

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF

Not applicable on the company

A DISCLOSURE AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRALGOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT 2013 IS REQUIRED BYTHE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED.

Company is not required to maintain costs records as per section 147 of the CompaniesAct 2013

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. We look forward for the continued support of every stakeholder inthe future.

For & on behalf of the Board of Directors
Dhanuka Realty Limited
Sd-
Yogesh Dhanuka
DIN: 01437705 (Managing Director)
Sd-
Priti Dhanuka
DIN: 08653122
(Director cum CFO)
Place: Jaipur
Date: 06/09/2021

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