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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 11th Annual Report on thebusiness and operations of your Company together with the Audited Statement of Accountsand the Auditors' Report along with the consolidated accounts for the financial year ended31st March 2018.

FINANCIAL HIGHLIGHTS

The Company's financial performance for the year ended March 31 2018 is summarizedbelow:

(Amount in Rs.)

Standalone

Consolidated

Particulars 2017-18 2016-17 2017-18 2016-17
Revenue from Operations 35450000 118747992 244143235 154490995.00
Other Income 269666 203537 702767 687016.15
Total Revenues 35719666 118951529 244846002 155178011.15
Cost of Material consumed - - 51845928 -
Purchase of Stock in Trade 37825934 61680740 - 61680740.00
Changes in inventories of finished goods work in progress and stock in trade (70704107) (2054349) 85061490 (83420014.35)
Employee benefits expense 5707084 3415426 19416060 9222897.00
Finance cost 6203880 3191487 12541283 12073696.00
Depreciation and amortization expense 319147 137024 1221320 789722.49
Other expenses 54129802 42914224 69689931 144083915.00
Total expenses 33481740 109284552 239776012 144430956.14
Profit before tax 2237926 9666977 5069990 10747055.01
Tax expenses 629189 3024256 1371213 3351262
Profit for the year 1608737 6642721 3698777 7395793.01
Basic earnings Per Share (in Rs.) 0.22 1.89 0.53 2.10
Diluted earnings Per Share (in Rs.) 0.22 1.89 0.53 2.10

• 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 profit after tax for the current financial year 2017-18is Rs. 1608737/- (profit after taxforthe previous financial year is Rs. 6642721/-).

• 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

No Dividend was declared for the current financial year because company retains itsearnings for the future growth of the company.

• TRANSFER OF UNCLAIMED DIVIPENDTO 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 TRANSFERREDTO RESERVE

Your Company transferred Rs.l608737/-to reserve during the financial year 2017-2018.

• 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 increased to Rs. 80000000/-(RupeesEight Crores only) divided into 8000000 (Eighty lakhs) equity shares of Rs. 10 each fromexisting Rs. 45000000/- (Rupees Four Crores Fifty Lakhsonly) divided into 4500000(Forty Five Lakh) Equity Shares of Rs. 10/-(Rupees Ten) each.

The Issued Subscribed and Paid Up Capital of the Company as on March 312018 was Rs.70400400/-

• Issue of equity shares with differential rights

Your Company has not issued equity shares with differential rights for the financialyear 2017-18 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 2017-18 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 2017-18 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.

• MATERIAL CHANGES DURING THE YEAR

a) During the year under review the Company has issued following shares:

• During the year Company has declared 3520020 fully paid up equity shares havingFace value of Rs. 10.00 Per share as Bonus issue in the ratio of 1:1 by capitalizing thereserves pursuant to shareholder's resolution passed in its Extra Ordinary General Meetingheld on 26/12/2017 and allotted to the eligible shareholders on 11/01/2018.

b) Purchase of the Shares of Dhanuka Affordable Housing Private limited (Formerly Knownas Shri Shyam Rea I mart Private Limited)

Your Company Purchased 1000000 equity shares of Dhanuka Affordable Housing Privatelimited (Formerly Known as Shri Shyam Realmart Private Limited) a wholly owned subsidiarycompany out of which 1 share is holds by Mr. Girish Chandra Dhanuka as a registered owner.

• 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 OF DIRECTORS AND KEY MANAGERIAL PERSON

• On 28/07/2017 Mrs SujataShanker was designated as Independent Director of theCompany form the designation of additional Independent Director.

• 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 RELATEDMATTER.

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 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
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 ANN UAL 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

At the Annual General Meeting held on 28/07/2017 M/s Manish Borad & CompanyChartered Accountants (Firm Registration Number 07214C) was appointed as statutoryauditors of the company to hold office till the conclusion of the Annual General Meetingto be held for the financial year ending on 31st March2018.

Further the tenure of M/s Manish Borad &. Company Chartered Accountants comes toendin the ensuing Annual General Meeting and the Company requires to appoint new Statutoryauditor in the ensuing Annual General meeting. The matter for appointment of Auditor shallbe discussed in subsequent Board Meeting of the company.

Auditors Report; There are no observations (including any qualification reservationadverse remark or disclaimer) of the Auditors in their Audit Report that may call for anyexplanation under section 134(3)(f) of the Companies Act 2013 from the Directors.Further the notes to accounts referred to in the Auditors Report are self-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 asAnnexurellto 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 2018

• 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) director had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theprofit and loss of the company forthat period;

(c) director 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 detectingfraud and other irregularities;

(d) director have prepared the annual accounts on a going concern basis;

(e) director have laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively and

(f) director have devised proper systems to ensure compliance with the provisions ofall 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

The information required underthe provisions of section 134 (3) (m) of the CompaniesAct 2013 read with Rule

8(3) of the Companies (Accounts) Rules 2014 relating to the conservation of energy andtechnology absorption is not applicable as the Company is not carrying out anymanufacturing operation.

(i) The steps taken or impact on conservation of energy; N.A.

(ii) The steps taken by the Company for utilizing alternate sources of energy; N.A.

(iii) The capital investment on energy conservation equipment's; N.A.

B. Technology Absorption and Research & Development

The Company has not incurred any expenditure on Research & Development. YourCompany has not imported technology during the last 4years reckoned from the beginning ofthe financial year.

i. The efforts made towards technology absorption; N.A.

ii. The benefits derived like product improvement cost reduction product developmentor import substitution; N.A.

iii. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)-N.A.

iv. The details of technology imported; N.A.

v. Theyearof import; N.A.

vi. Whetherthe technology been fully absorbed; N.A.

vii. If not fully absorbed areas where absorption has not taken place and the reasonsthereof; and N.A.

viii. The expenditure incurred on Research and Development: N.A.

C. Foreign Exchange Earnings and Outgo

Particulars As on 31.03.2018 As on 31.03.2017
a) Earnings in foreign exchange Nil Nil
b) Expenditure/outgo in foreign Nil Nil
exchange (Travelling)

• MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OFTHE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE ANDTHE DATE OFTHE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relate onthe 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 bedisclosedin Form No. AOC-2. (in Annexurelll)

• 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 oftheCompanyforthe FinancialYear (mAnnexurelV)

• 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 2017-18 in terms of ChapterVofthe 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 forthe continued support of every stakeholders inthe future.

For & on behalf of the Board of Directors
Sd- Sd-
Yogesh Dhanuka Hitesh Dhanuka
DIN:01437705 DIN: 01437707
(Managing Director) (Director 8i CFO)
Place: Jaipur
Date: 29/05/2018