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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 05:30 | 01 Jan Dhanuka Realty Ltd

Dhanuka Realty Ltd. (DRL) - Director Report

Company director report

To

The Members of

DHANUKA REALTY LIMITED

Your Directors have pleasure in presenting the 12th Annual Report on the business andoperations of your Company together with the Audited Statement of Accounts and theAuditors'

Report along with the consolidated accounts for the financial year ended 31st March2019.

FINANCIAL HIGHLIGHTS

The Company's financial performance for the year ended March 31 2019 is summarizedbelow:

(Amount in Rs.)

Standalone Consolidated
Particulars 2018-19 2017-18 2018-19 2017-18
Revenue from
Operations - 35450000 163388777 244143235
Other Income 278921 269666 702767 1569778
Total Revenues 278921 35719666 164958555 244846002
Cost of Material consumed - - 35513170 51845928
Purchase of Stock in Trade 21691286 37825934 - -
Changes in inventories of finished goods work in progress and stock in trade (47825160) (70704107) 82864946 85061490
Employee benefits expense 5159017 5707084 17131424 19416060
Finance cost 10434966 6203880 12646681 12541283
Depreciation and amortization expense 904850 319147 1987184 1221320
Other expenses 11448895 54129802 30050549 69689931
Total expenses 1813854 33481740 180193954 239776012
Profit before tax (1534933) 2237926 (15235399) 5069990
Tax expenses (41570) 629189 3490508 1371213
Profit for the year (1493363) 1608737 (11744891) 3698777
Basic earnings Per Share (in Rs.) (0.21) 0.22 (1.66) 0.53
Diluted earnings Per Share (in Rs.) (0.21) 0.22 (1.66) 0.53

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 total loss after tax for the current financial year 2018-19is Rs. (1493363)/- (profit after tax for the previous financial year is Rs. 1608737/-).

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 Company.

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

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 loss of Rs. (14.93.363) to the Reserve for the year underreview.

OPERATIONS

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

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 2019 was Rs.70400400/-

? Issue of equity shares with differential rights

Your Company has not issued equity shares with differential rights for the financialyear 2018-19 as provided in rule 4(4) of Companies (Share Capital and Debentures) Rules2014.

? Issue of sweat equity shares

Your Company has not issued sweat equity shares for the financial year 2018-19 asprovided in rule 8 (13) of Companies (Share Capital and Debentures) Rules 2014.

? Issue of employee stock

Your Company has not issued employee stock option for the financial year 2018-19 asprovided in rule 12 (9) of Companies (Share Capital and Debentures) Rules 2014.

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

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

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 2018-2019.

APPOINTMENT/RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSON

? On 05/07/2018 Board of Directors in their meeting accepts the resignation letter ofMr. Nagendra Choudhary Independent Director of the Company and relieve him from hisduties.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act 2013 and Regulation 22 of SEBI (ListingObligations and Disclosure Requirements) 2015 the company have vigil mechanism in theform of Whistle Blower Policy to deal with instances of fraud or mismanagement.

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

Company has a policy for the appointment of key managerial personnel which is managedby the Nomination and Remuneration Committee as per the provisions of Section 178 of theCompanies Act 2013.

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

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

DECLARATION BY THE INDEPENDENT DIRECTORS

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

COMMITTEE FORMED

Company had the following committees:

a) Audit Committee b) Stakeholders Relationships Committee c) Nomination andRemuneration 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/ as Associate Company JV/ Date of ceasing Subsidiary/ Associate Company
1. Triveni Kripa Buildhome Private Limited Wholly Owned Subsidiary 20 July 2016 NA
2. Dhanuka Affordable Housing Private Limited (Formerly Known as Shri Shyam Realmart Private Limited) Wholly Owned Subsidiary 18 December 2017 NA

EXTRACT OF ANNUAL RETURN

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

NUMBER OF MEETINGS HELD

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

BOARD EVALUATION

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

AUDITORS AND AUDIT REPORT

i. STATUTORY AUDITORS

The Company in its 11th Annual General Meeting held on 01/08/2018 had appointed M/sABHISHEK SHARMA & COMPANY Chartered Accountants (Firm Regn. No. 012818C)Chartered Accountants JAIPUR as Statutory Auditors of the company for a period of fiveconsecutive year from the conclusion of 11h AGM until the conclusion of consecutive 16thAGM. However their terms of appointment and remuneration shall be ratified by the membersof the Company in the ensuing AGM.

Auditors Report: There are no observations (including any qualificationreservation adverse remark or disclaimer) of the Auditors in their Audit Report that maycall for any explanation under section 134(3)(f) of the Companies Act 2013 from theDirectors. Further the notes to accounts referred to in the Auditors Report areself-explanatory. ii. SECRETARIAL AUDITOR

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

iii. INTERNAL AUDITORS

The Board has appointed M/s NMA and Associates as Internal Auditors for a period of oneyear ended March 31 2018 under Section 138 of the Companies Act 2013 and he hascompleted the internal audit as per the scope defined by the Audit Committee.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2019.

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) directorhad selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of the financial year and of the profit and loss ofthe company for that period; (c) director had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; (d) director have prepared the annual accounts on a going concernbasis; (e) director have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and (f) director have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Disclosures pertaining to conservation of energy technology absorption foreignexchange earnings and outgo are not applicable to your company during the year underreview

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

There have been no material changes and commitments which affect the financialposition of the company which have occurred between the end of the financial year to whichthe financial statements relate and the date of this Report

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. Duringthe year under review there was no case filed pursuant to the sexual harassment of Womenat workplace (Prevention Prohibition and Redressal) Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

DISCLOSURES RELATED TO EMPLOYEES

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

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

PARTICULARS OF LOAN GUARANTEE OR INVESTMENTS

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

DEPOSITS

As per Section 73 of the Companies Act 2013 the Company has neither accepted norrenewed any deposits during the Financial Year 2018-19 in terms of Chapter V of theCompanies Act 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 stakeholders inthe future.

For & on behalf of the Board of Directors
Place: Jaipur
Date: 29/05/2019
Sd- Sd-
Yogesh Dhanuka Hitesh Dhanuka
DIN: 01437705 DIN: 01437707
(Managing Director) (Director cum CFO)

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