Dhenu Buildcon Infra Limited
Your Directors have pleasure in presenting the 113th Annual Report of theCompany together with the Audited Statement of Accounts for the year ended 31stMarch 2021.
1. FINANCIAL STATEMENTS & RESULTS:
a. Financial Results
The Company's performance during the year ended 31st March 2021 as comparedto the previous financial year is summarized below:
(Amount in Lakhs.)
|Particulars ||Year ended March 31 2021 ||Year ended March 31 2020 |
|Revenue from operation ||0 ||0 |
|Profit/Loss before interest depreciation tax and Extra Ordinary Items ||(133.17) ||(116.75) |
|Less: Depreciation / amortization ||0 ||0 |
|Profit/Loss before interest tax and Extra Ordinary Items ||(133.17) ||(116.75) |
|Less: Finance Costs ||0 ||0 |
|Profit/Loss before tax and Extra Ordinary Items ||(133.17) ||(116.75) |
|Less: Provision for taxes on income || || |
|--Current tax ||0 ||0 |
|--Earlier Year Tax Adjustments ||(2.70) ||0 |
|--Deferred tax liability / (asset) ||(31.67) ||(30.36) |
|Profit/Loss before Extra-Ordinary Items ||(98.80) ||(86.40) |
|Extra Ordinary Items (Net of Tax) ||0 ||0 |
|Profit/Loss for the year ||(98.80) ||(86.40) |
|Add/(Less): Other Comprehensive Income ||22.62 ||87.20 |
|Total Comprehensive Income / (Expenses) for the year ||(76.18) ||0.81 |
Your Directors regret to report that the company has incured losses amounting to Rs.76.18 Lacs in the financial year under review as compared to losses of Rs. 0.81 Lacsincurred during the previous financial year.
Due to losses in the previous years your directors are striving to recover the lossesand are exploring the other prospective growth avenues so as to restore the Company'sfinancial position and the Company is in course to manage and control its cost overrunsand to review new emerging opportunities for advancement of the Company.
Yours Directors do not recommend any dividend for the year ended 31st March2021 in view of loss incurred during the year.
3. TRANSFER TO RESERVES:
Since the Company has incurred loss during the period under review thus no amount wasavailable to be transferred to the reserves.
4. SHARE CAPITAL OF THE COMPANY:
The Paid up Equity Share Capital as at 31st March 2021 was Rs.18300000/- divided into 18300000 Equity shares having face value of Re. 1/- eachfully paid up. During the year under review the Company has not issued any shares with orwithout differential voting rights. It has neither issued employee stock options nor Sweatequity shares and does not have any scheme to fund its employees to purchase the shares ofthe Company.
5. BOARD OF DIRECTORS AND KMP:
Director retire by rotation:
In terms with the provisions of Companies Act 2013 and in terms of articles ofAssociation of the Company Mr. Vikash Maharishi retires by rotation at the forthcomingAnnual General Meeting and being eligible offer himself for re-appointment.
Appointment & cessation of Director:
During the year under review there were no appointments and cessations of Directors onBoard of the Company.
Key Managerial Personnel:
Key Managerial Personnel's (KMP's) of the Company under Section 203 of the CompaniesAct 2013 as on 31st March 2021 are as follows:
|Sr. No. Name ||Designation |
|1 Mr. Piyush Mehta ||Manager |
|2 Mr. Vikash Maharishi ||Chief Financial Officer |
During the year under review Ms. Kanishka Sharma has tendered her resignation from thepost of Company Secretary & Compliance Officer w.e.f. 19th November 2020and the Board has ratified her resignation at the meeting held on 17thDecember 2020.
Further the Board has appointed Mrs. Arti Jain as a Company Secretary & Complianceofficer of the Company by passing a Board Resolution at their meeting held on 31stMarch 2021 w.e.f. 01st April 2021.
None of the Directors are disqualified from being appointed as Directors as specifiedin section 164 of Companies Act 2013.
In terms of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 the Company periodically organizes a program in order to familiarizeIndependent Directors with the Company's operations. The details of familiarizationprogramme are available on the website of the Company www.dhenubuildconinfra.com.
6. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of theCompany confirming that they meet with the criteria of independence as prescribed bothunder subsection (6) of Section 149 of the Companies Act 2013 read with schedules &rules issued thereunder as well as SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (including any statutory modification(s) or re-enactment(s) thereof forthe time being in force) in respect of the financial year ended 31stMarch2021. Separate Meeting of Independent Director was held on 31st March2021 with full attendance of Independent Directors.
The Board is of the opinion that the Independent Directorsof the Company possessrequisite qualificationsexperience and expertise and they hold highest standards ofintegrity.
The Independent Directors have confirmed that they have registered their names in thedata bank maintained withthe Indian Institute of Corporate Affairs (IICA'). In termsof Section 150 of the Act read with Rule 6(4) of the Companies(Appointment &Qualification of Directors) Rules 2014 the Independent Directors are required toundertake onlineproficiency self-assessment test conducted by the IICA within a period oftwo year from the date of inclusion of their names in the data bank. The IndependentDirectors to whom the provisions of proficiency test are applicablewill take the saidonline proficiency self-assessment test in due course.
The Company have also received a declaration from all the Independent Directors underRule 6 sub-rule (3) of The Companies (Appointment and Qualifications of Directors) Rules2014 regarding inclusion of their name in Data Bank of Independent Director maintained bythe Indian Institute of Corporate Affairs at Manesar.
Director seeking re-appointment:
The Resume/ Profile and other information regarding the directors seekingappointment/re- appointment as required by the Regulation 36 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 & SS-2 of ICSI hsave beengiven in the Notice convening the 113th AGM of the Company.
Your Company is a non-deposit taking Company (NBFC-ND).During the year under reviewcompany has neither accepted nor renewed any fixed deposits from public within the meaningof section 73 of the Companies Act 2013 and Companies (Acceptance of Deposits) Rules2014.
8. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review the InternalAuditors had not reported any matter under Section 143(12) of the Act therefore no detailis required to be disclosed under Section 134(3) (ca) of the Act.
9. ANNUAL RETURN:
Pursuant to the provisions of Section 92(3) of the Act read with the Companies(Management and Administration) Rules 2014 an Annual Return in Form MGT-9 as on 31stMarch 2021 has been placed on the website of the Company at www.dhenubuildconinfra.com.
10. PARTICULARS OF THE MEETINGS OF THE BOARD
The meetings of the Board of Directors are normally held at its Registered Office inMumbai. Meetings are generally schedule well in advance and the notice of each BoardMeeting is given in writing to each Director. The Board meets at least once in everyquarter to review the quarterly performance and the financial results of the Company.
During the financial year under review 6 (Six) Board meetings were held on 30thJune 2020 04th September 2020 11th November 2020 17thDecember 2020 10th February 2021 and 31st March 2021. Thenecessary quorum was present for all the meetings. The interval between two Board meetingswas well within the maximum period mentioned under Section 173 of the Act and Regulation 17(2) of SEBI (LODR) Regulation 2015.
Details of Directors as on 31st March 2021 and their attendance at theBoard meetings and Annual General Meeting ("AGM") during the financial yearended 31st March 2021 are given below:
| ||Particulars of Attendance ||Other Board Representations |
|Name of the Director ||Board Meeting ||Last AGM (29.09.2020) ||Directorship in Companies including this company ||Comm ittees Memb ership ||Commit tees Chairm anship |
| ||Held during the year ||Atten ded || || || || |
|Shivanand Rama Hemmady ||6 ||6 ||Yes ||15 ||0 ||3 |
|Vikash Maharishi ||6 ||6 ||Yes ||6 ||1 ||0 |
|Jenifer Machado ||6 ||6 ||Yes ||1 ||2 ||0 |
|Mamtaben Kabariya ||6 ||6 ||No ||1 ||3 ||0 |
11. DISCLOSURES RELATED TO COMMITTEES OF THE BOARD:
The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority. The following substantive Committees constituted bythe Board function according to their respective roles and defined scope:
Nomination and Remuneration Committee
Stakeholders Relationship Committee
As on 31st March 2021 the Audit Committee comprised of 3(three) membersout of whom one is Non-Executive Director and two Non-Executive Independent Directors.
Meetings & Attendance:
During the year 4 (Four) Audit Committee meetings were held on 30th June2020 04th September 2020 11th November 2020 and 10thFebruary 2021.
Due to the nationwide lockdown during Global outbreak of COVID-19 the time gap betweenthe Audit Committee Meeting held on fourth quarter of F.Y 2019-20 and 1st quarter of F.Y.2020-21 was more than 120 days. Considering the Lockdown phase SEBI through variousCirculars had provided the relaxation of time gap between two board/ Audit CommitteeMeetings. Other than the first quarter meeting the gap between other Audit CommitteeMeetings held during the year was less than one hundred and twenty days. The meetings werescheduled well in advance and the time gap between any two meetings did not exceed morethan one hundred twenty days.
The composition of the Audit Committee and the attendance record of members for 2020-21are as follows:
|NAME ||CATEGORY ||DESIGNATION ||NO. OF MEETINGS |
| || || ||HELD DURING THE YEAR ||ATTENDED |
|Mr.Shivanand Hemmady ||Non-Executive Independent Director ||Chairman ||4 ||4 |
|Mr. Vikash Maharishi ||Non-Executive Director ||Member ||4 ||4 |
|Ms. Mamtaben Kabariya ||Non-Executive Independent Director ||Member ||4 ||4 |
The Audit Committee assists the Board in its responsibility of overseeing the qualityand integrity of the accounting auditing and reporting practices of the Company and itscompliance with the legal and regulatory requirements. The terms of reference of AuditCommittee cover the areas mentioned under Section 177 of the Companies Act 2013.
NOMINATION & REMUNERATION COMMITTEE:
As on 31st March 2021 the Nomination & Remuneration Committeecomprised of 3(three) members out of whom One is Non-Executive Director and twoNon-Executive Independent Directors .
Meetings and Attendance:
During the year under review the Committee met Three times on 30th June2020 15th December 2020 and 31st March 2021. The meetings werescheduled well in advance and the time gap between any two meetings did not exceed morethan one hundred twenty days.
The composition of the Nomination & Remuneration Committee and the attendancerecord of members for the financial year 2020-21 are as follows:
|NAME ||CATEGORY ||DESIGNATION ||NO. OF MEETINGS |
| || || ||HELD DURING THE YEAR ||ATTENDED |
|Mr.Shivanand Hemmady ||Non-Executive Independent Director ||Chairman ||3 ||3 |
|Ms. Jenifer John Machado ||Non-Executive Director ||Member ||3 ||3 |
|Mamtaben Kabariya ||Non-Executive Independent Director ||Member ||3 ||3 |
The Nomination and Remuneration Committee assist the Board in overseeing the methodcriteria and quantum of compensation for directors and senior management based on theirperformance and defined assessment criteria. The Committee formulates the criteria forevaluation of the performance of Independent Directors & the Board of Directors;identifying the persons who are qualified to become directors and who may be appointed insenior management and recommend to the Board their appointment and removal. The terms ofthe reference of Nomination and Remuneration Committee covers the areas mentioned undersection 178 of the Companies Act 2013.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
As on 31st March 2021 the Stakeholders Relationship Committee comprised of3(Three) members out of whom One is Non-Executive Director and two Non-ExecutiveIndependent Directors.
Meetings and Attendance:
During the year under review the Committee met Four times on 30th June2020 04th September 2020 11th November 2020 and 10thFebruary 2021. The meetings were scheduled well in advance and the time gap between anytwo meetings did not exceed more than one hundred twenty days.
The composition of the Stakeholders Relationship Committee and the attendance record ofmembers for the financial year 2020-21 are as follows:
|NAME ||CATEGORY ||DESIGNATION ||NO. OF MEETINGS |
| || || ||HELD DURING THE YEAR ||ATTENDED |
|Mr.Shivanand Hemmady ||Non-Executive Independent Director ||Chairman ||4 ||4 |
|Ms. Jenifer John Machado ||Non-Executive Director ||Member ||4 ||4 |
|Ms. Mamta Kabariya ||Non-Executive Independent Director ||Member ||4 ||4 |
The Stakeholders' Relationship Committee consider and resolve the grievances ofsecurity holders of the Company including redressal of investor complaints such astransfer or credit of securities non-receipt of dividend / notice / annual reports etc.and all other securities-holders related matters and also consider and approve issue ofshare certificates (including issue of renewed or duplicate share certificates) transferand transmission of securities etc.
12. EMPLOYEE STOCK OPTION SCHEME
Presently the Company does not have a scheme for grant of stock options to itsemployees.
13. SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Ritika Agrawal a Practicing Company Secretary to conduct the SecretarialAudit of the Company for the financial year 2020-21.
The Secretarial Audit Report for the financial year ended March 31 2021 is annexedherewith as ANNEXURE I to the Board's Report.
During the year the Secretarial Auditors had not reported any matter under Section143(12) of the Act therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.
During the year under review other than one observation listed below no otherobservation was made by the Secretarial Auditor of the Company in their Secretarial AuditReport for the year ended 31st March 2021.
The Company has not paid Fees and other charges to be paid to the recognized stockexchange(s) as per Regulation 14 of The Securities and Exchange Board of India (Listingobligations and disclosure Requirements) Regulations 2015 for the Financial Year 202021.However the Company has made representation to BSE Limited and the management of theCompany is in the process of paying the same at the earliest for the F.Y. 2020-21.
Due to ongoing COVID-19 pandemic the financial capacity of the Company was strugglingDuring financial year 2020-21 and still continuing till date. Therefore the Company wasunable to pay Annual Listing fees for the F.Y 2020-21 to the BSE. In this matter theCompany has made representation to BSE Limited and the management of the Company is inthe process of paying the same at the earliest for the F.Y. 2020-21.
14. STATUTORY AUDITORS & AUDITORS REPORTS:
On 29th September 2018 M/s. Subramaniam Bengali & AssociatesChartered Accountants (Firm Registration No. 127499W) Mumbai has been appointed asStatutory Auditors of the Company to hold office for a period of 5 consecutive years fromthe conclusion of 110th AGM till the conclusion of 115th AGM.
During the year the statutory auditors have confirmed that they satisfy theindependence criteria required underCompanies Act 2013 Code of ethics issued byInstitute of Chartered Accountants of India.
The requirement for the annual ratification of Auditor's appointment at the AGM hasbeen omitted pursuant to Companies (Amendment) Act 2017 notified on May 72018. ThusM/s. Subramaniam Bengali & Associates will continue to hold office till the conclusionof 115th AGM. The Auditors have confirmed that they are not disqualified fromcontinuing as Auditors of the Company.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. There are noobservations/qualifications contained in the Auditors' Report and therefore there are noexplanations to be provided for in this report.
15. MANAGEMENT DISCUSSION AND ANALYSIS
Dhenu Buildcon Infra Limited is Non-Banking Financial Company (NBFC)primarily engagedin the business of Investment in securities. The Management discussions and analysis isgiven hereunder:-
The COVID-19 pandemic has impacted most countries including India. This resulted incountries announcing lockdown and quarantine measures that sharply stalled economicactivity. Several countries took unprecedented fiscal and monetary actions to helpalleviate the impact of the crisis.
Government of India had announced various measures to support the economy during thisperiod. The Reserve Bank of India had also announced several measures to ease thefinancial system stress including enhancing system liquidity reducing interest ratesmoratorium on loan repayments for borrowers asset classification standstill benefit tooverdue accounts where a moratorium had been granted amongst others to alleviate theeconomic stress induced by the pandemic which had an impact across sectors that werealready showing signs of a slowdown even before the outbreak.
International Monetary Fund (IMF) in its World Economic Outlook April 2021 hasprojected a stronger global recovery with global growth projected to be 6 percent in 2021and 4.4 percent in 2022. IMF expects India to see a GDP growth of 12.5% in 2021. Theseprojections are further backed by independent rating agencies like CRISIL which expectsIndia's gross domestic product (GDP) growth to rebound to 11% in fiscal 2022 after anestimated 8% contraction this fiscal. Going by these projections India Is expected to beone of the spearheads of global economic recovery through fiscal 2022.
Even with high uncertainty about the path of the pandemic a way out of this health andeconomic crisis is increasingly visible. Thanks to the ingenuity of the scientificcommunity we have multiple vaccines that can reduce the severity and frequency ofinfections. In parallel adaptation to pandemic life has enabled the global economy to dowell despite subdued overall mobility leading to a stronger-than-anticipated rebound onaverage across regions.
The consolidated balance sheet of NBFCs grew at a slower pace in Q2 and Q3:2020-21following the pandemic and muted credit demand. NBFCs continued to disburse credit despitedisruptions caused by the pandemic albeit at a slower pace. The retail sector benefittedfrom incremental credit from NBFCs partly aided by their low GNPA (Gross NonPerformingAsset) ratios and the ability of NBFCs to adapt to customer preferences. The profitabilityof the NBFCs improved in Q2:2020-21 compared to the corresponding quarter of the previousyear as fall in expenditure was steeper than fall in income. The asset quality of NBFCswitnessed improvement in 2020-21 so far compared to Q4:2019-20 on account of regulatoryforbearance; the full effect of the pandemic on asset quality however may only becomeevident over time.
PERFORMANCE IN FINANCE SECTOR:
While the Indian economy was losing growth momentum for several years before thepandemic the exceptionally bad growth performance in 2020-21 is largely on account of the68-day long hard lockdown which was imposed on March 25 2020 to prevent the spread ofCovid-19 infections in the country and continuing restrictions on economic andrecreational activities for the rest of the year.
The economy has been recovering with the easing of restrictions. India's GDP re-enteredgrowth territory in the quarter ending December 2020.
Some recent developments that have happened in this sector are:
The ratio of the transaction was increased with the share ratio and depositsystem
Prime Minister Narendra Modi has launched the long awaited India Post PaymentsBank (IPPB) in order to ensure financial inclusion for the masses.
Treating NBFCS with large gold loan assets separately like asset financecompanies and infrastructure asset companies.
Non-taxability for income from NPAs.
Opening-up of avenues to raise long term funds to reduce the asset liabilitymismatch.
Credit insurance and investment penetration is rising in rural areas.
Rising income is driving the demand for financial services across incomebrackets.
OUR BUSINESS OPERATIONS:
Dhenu Buildconis a medium size NBFC engaged in the sole business segment of financialservices. Due to losses in the previous years Company is striving to recover the lossesand are exploring the other prospective growth avenues so as to restore the Company'sfinancial position. A rapid fluctuation in market activities due to ongoing amendments inbusiness sector are the challenges which Company is facing and striving to find news waysto come back in the profit track.
OPPORTUNITIES AND THREATS:
NBFCs have played an important role by providing funding to the unbanked sector bycatering to the diverse financial needs of the customers. In the current year thechallenges for NBFCs have moved from liquidity to asset quality with the COVID -19outbreak and the impact on customers repayment capacity to repay loans. Liquidity coversof the NBFCs are largely dependent on the repayments that they receive from theircustomers.
The second wave of COVID-19 and its potential impact has now raised questions on theeconomic growth and credit offtake in India. Imposition of sudden lock downs / delay invaccination program could result in a deeper economic recession in near future posingthreats for our lending business and may impact disbursals and consequent growth in theportfolio.
The economist fraternity is expecting a sharp V-shaped recovery in the economy and areprojecting India's GDP to grow in double digits which will result in increase in creditofftake and consumer spending.
Company is taking proper steps to mitigate the business risk.
The Company is operating on only one broad segment.e. financial services. Henceseparate segmental reporting is not applicable. The Company has no activity outside India.
Due to the impact of the coronavirus (COVID-19) pandemic NBFCs are going to facechallenge demand may fall due to uncertainty in the global economy and capital markets.Workforces are facing the risk of infection and governments are beginning to enactrestrictions on movement and both add an unpredictable dimension to the crisis.
However Your Company is expanding its business activity and putting continuous effortsto attain further efficiencies. Further the Company is confident that in spite of thepossible recessionary conditions in the industry it will perform better in view of thestrong fundamentals of the company and hope to improve its performance as well.
RISK AND CONCERNS:
Your Company in pursuit of its business objectives is exposed to certain risks suchas credit risk market risk liquidity risk and operational risk. These risks have thepotential of impacting the financial strength operations and reputation of your Company.Keeping this in mind Your Company continues to have an effective risk management. TheManagement continuously oversees the risk management process including identificationimpact assessment and drawing mitigation plans.
INTERNAL CONTROL SYSTEM:
The Company has in place adequate internal control systems and procedures commensuratewith its size and nature of business. The systems are designed to ensure that thefinancial and other records are reliable for preparing financial statements.
DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATING PERFORMANCE:
The operating performance of the Company has been discussed in Directors Report underthe head Financial Highlights and Operations and Overall Performance' in the currentYear.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS:
The Company's human resource continues to be the valuable asset of the company. Theteam has remained as committed as ever and produced results that are consideredsignificant.
RATIOS WHERE THERE HAS BEEN A SIGNIFICANT CHANGE FROM FINANCIAL YEAR 2020 TO FINANCIALYEAR 2021
During the year under review the detail of changes made in the following key financialratios as compare to the immediately previous financial year. The details of the same in aform of comparison is provided as:-
|S.No. Particulars of Ratio ||Financial Year 2020-21 ||Financial Year 2019-20 |
|1 Debtors Turnover Ratio ||NA ||NA |
|2 Inventory Turnover Ratio ||NA ||NA |
|3 Interest Coverage Ratio ||NA ||NA |
|4 Current Ratio ||55.60 ||25.55 |
|5 Debt Equity Ratio ||0.01 ||0.03 |
|6 Operating Profit Margin ||NA ||NA |
|7 Net Profit Margin ||(2.43) ||NA |
|8 Return on Net worth ||(0.39) ||(0.29) |
The Management Discussions and Analysis describe Company's projections expectations orpredictions and are forward looking statements' within the meaning of applicable laws andregulations. Actual results could differ materially from those expressed or implied.Important factors that could make a difference to the Company's operations includeeconomic conditions affecting demand and supply and price conditions in domestic andinternational market changes in Government regulations tax regimes economicdevelopments and other related and incidental factors.
16. BOARD EVALUATION:
Pursuant to the provisions of Section 134(3) Section 149(8) and Schedule IV of the Actread with SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 AnnualPerformance Evaluation of the Board the Directors as well as Committees of the Board hasbeen carried out. The performance evaluation of all the Directors and the Board as a wholewasconducted based on the criteria and framework adopted by Nomination & RemunerationCommittee.
The performance evaluation of the Independent Directors was carried out by the entireBoard and the performance evaluation of the Non-Independent Directors was carried outbythe Independent Directors in their separate meeting. The Board of Directors expressedtheir satisfaction with the evaluation process.
17. RISK MANAGEMENT
The Company has developed and implemented a Risk Management Policy in compliance withthe provisionsof Section 134 (3) (n) of the Companies Act 2013. Your Company continues tohave an effective risk management. The Management continuously oversees the riskmanagement process including identification impact assessment and drawing mitigationplans. The details of risks perceived by the Management are discussed which is formingpart of the Management Discussion Analysis Report.
18. CORPORATE GOVERNANCE:
Pursuant to SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 2nd September 2015compliance with the corporate governance provisions as specified in regulations 1717A1819 20 21 22 23 24 24A 25 26 27 and clauses (b) to (i) of sub-regulation (2) ofregulation 46 and para C D and E of Schedule V are not applicable to the Company for theperiod under review.
19. RELATED PARTY TRANSACTIONS:
In all related party transactions that were entered into during the financial year anendeavor was made consistently that they were on an arm's length basis and were in theordinary course of business and were in compliance with the applicable provisions of theCompanies Act 2013 (the Act') and the Listing Agreement/Listing Regulations. Thereare no materially significant related party transactions made by the company with thepromoters directors key managerial personnel or other designated persons which may havea potential conflict with the interest of the company at large.
Since all related party transactions entered into by the Company were in the ordinarycourse of business and were on an arm's length basis Form AOC-2 is not applicable to theCompany. The details of related party transactions are set out in the notes of financialstatements.
20. PARTICULARS OF LOANS GUARANTEES INVESTMENTS ANDSECURITIES:
The Company being a non-banking financial company registered with the RBI is exemptfrom complying with the provisions of section 186 of the Act in respect of loans andguarantees.
The details of loans and Investments covered under section 186 of the Companies Act2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 for thefinancial year 2020-21 are given in the Notes on financial statement referred to in theAuditors' Report.
21. DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134(3) (c) of the Companies Act 2013 yourDirectors to the best of their knowledge and belief and according to the information andexplanations obtained by them hereby confirm:
a) That in the preparation of the annual financial statements for the year ended 31stMarch 2021 the applicable Accounting Standards had been followed along with properexplanation relating to material departures;
b) That Appropriate accounting policies have been selected and applied consistently andhave made judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at 31st March 2021 andof the and Loss of the Company for the year ended 31st March 2021.
c) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) That the annual financial statements have been prepared on a going concern basis;
e) That the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;
f) That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
22. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The prerequisite in terms of Section 135 of the Companies Act 2013 of corporate socialresponsibility does not apply to the Company.
23. PARTICULARS OF EMPLOYEES AND REMUNERATION:
Particulars of employees as per Rule 5(2) & Rule 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014
The Statement of particulars of employees under Section 197(12) read with Rule 5 (2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is not provided with as during the financial year under review no employee of theCompany was in receipt of remuneration in excess of the limits set out in the said rules.
Details as required under Section 197 of the Companies Act 2013 read with Rule 5 (1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 aregiven below:
a) the ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year: Not Applicable Since during the yearunder review No sitting fees or remuneration was paid to the Directors of the Company.
b) the percentage increase in remuneration of each Director Chief Financial OfficerCompany Secretary or Manager if any in the financial year: During the year under reviewthere was no increase in remuneration.
c) the percentage increase in the median remuneration of employees in the financialyear: Not applicable Since there was no increase in remuneration of employees.
d) Number of permanent employees on the rolls of the Company as at 31stMarch 2021 stood at 2 employee.
e) Average percentile increase made in the salaries of employees other than keymanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: During thelast financial year the salaries of employees remained the same thus there was noincrement made in the salaries of the employees.
f) We hereby affirm that the remuneration of employees is as per the remunerationpolicy of the Company.
24. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:
Your Company does not have any subsidiary associate and joint venture company for theyear ended 31st March 2021. Therefore the statement required to be given inForm AOC-2 does not applicable on the Company.
25. NOMINATION & REMUNERATION POLICY
The Company has formulated the Nomination & Remuneration Policy in compliance withsection 178(3) of the Companies Act 2013 read along with the applicable rules thereto andPart D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 for appointment of directors taking into consideration qualification andwide experience of thedirectors in the fields of banking finance regulatory Marketingadministration legal apart fromcompliance of legal requirements of the Company. TheCompany has laid down remuneration criteria forthe directors key managerial personnel andother employees in the Nomination and Remuneration Committee Policy. The Policy isavailable on the website of the Company www.dhenubuildconinfra. com.
26. COST RECORDS AND COST AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Companies Act 2013 are not applicable for thebusiness activities carried out by the Company.
27. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism called "Whistle Blower Policy" with a viewto provide a mechanism for Directors and employees of the Company to raise concerns of anyviolations of any legal or regulatory requirement incorrect or misrepresentation of anyfinancial statement and reports etc. The Policy provides adequate safeguards againstvictimization of Director(s)/ employee(s) and direct access to the Chairman of the AuditCommittee in exceptional cases.
The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee.
The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations.
28. PREVENTION OF SEXUAL HARASSMENT POLICY:
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment/Anti SexualHarassment policy at the Workplace in line with the requirements of the Sexual Harassmentof Women at the Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rulesthere under if any.
During the year under review no complaints were received by the Company related tosexual harassment.
As the Company has not employed 10 or more employees during the year under review astatement that the company has complied with provisions relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 does not applicable on the Company.
29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:
The provisions relating to the disclosure of particulars relating to conservation ofEnergy and Technology absorption pursuant to Section 134 (3) (m) of the Companies Act2013 read with Rule - 8 (3) of the Companies (Accounts) Rules 2014 do not apply to theCompany since it is engaged in the business of financial services.
30. FOREIGN EXCHANGE EARNINGS AND OUT-GO :
During the period under review there were no foreign exchange earnings and out go.
31. MATERIAL CHANGES AND COMMITMENTS:
There are no material changes and commitments affecting the financial position of theCompany between the end of the financial year of the Company i.e. 31s t March2021 and the date of this Report.
32. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable mandatory Secretarial Standards issued bythe Institute of Company Secretaries of India.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
i) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future
ii) No change in nature of business.
iii) The shares of your Company continued to be listed at BSE Limited. Owing to thecritical financial health and cash crunch position the Listing fee for the financial year2020-21 is yet to be paid by the Company. The Company has made a representation in thisbehalf to the Stock exchange i e. BSE Ltd. Further it has been assured by theManagement of the Company that the Annual Listing fees for the FY 2021-22 will be shortlypaid to the Exchange.
34. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH AREREPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors Internal Auditor or Secretarial Auditor of the Company have notreported any frauds to the Audit Committee or to the Board of Directors under Section143(12) of the Companies Act 2013 including rules made thereunder.
35. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OFTHE FINANCIAL YEAR
During the year under review there was no application made before National Company LawTribunal for initiation of insolvency proceeding against the Company nor any proceedingwere pending under the insolvency and bankruptcy code 2016 (31 of 2016).
36. 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
During the year the requirement of this clause was not applicable.
37. GREEN INITIATIVES
The Company supports and pursues the 'Green Initiative'' of the Ministry ofCorporate Affairs Government of India. Members are requested to support green initiativeby registering their email id (a) in case of electronic / demat holding with theirrespective Depository Participant and
(b) in case of physical holding either with the RTA by sending e-mail email@example.com or with the Company by sending e-mail to dhenubuildcon@gmail. comby quoting name and folio number.
This initiative would enable the members to receive communication promptly besidespaving way for reduction in paper consumption and wastage. You would appreciate thisinitiative taken by the Ministry of Corporate Affairs and your Company's desire toparticipate in the initiative. If there is any change in e-mail id shareholder can updatehis / her e-mail id in same manner as mentioned above.
Furtherpursuant to the MCA Circulars and SEBI Circular in view of the prevailingsituation owing to the difficulties involved in dispatching of physical copies of theNotice of the 113 th AGM and the Annual Report for the financial year 2020-21are being sent only by email to the Members. Members may note that this Notice and AnnualReport 2020-21 will be available on the Company's website www.dhenubuildconinfra.comwebsites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com.
38. IMPACT OF CORONAVIRUS (COVID-19) PANDEMIC:
The beginning of this Financial Year was in amidst on the COVID-19 outbreak andnationwide lockdown. The State and Central Governments slowly lifted the restrictions andlockdown in the country. Your Company keeping in mind the safety and good health of theoffice staff resumed the business with minimum staff working on the alternate days. As thesituation was improving your Company started to resume the operation normally to improvethe position and financials of your Company considering the guidelines issued by the StateGovernment of Maharashtra; but we were faced with the second wave of the pandemic. Againthe operations of your Company was paused for few weeks to comply with the guidelines ofthe State Government and considering the safety of the office staff. This led todisruptions in conducting day-to-day business to a complete lockdown of certain industriesand activities. Although the knowledge about the pandemic has increased and infectionrates have decreased significantly in many parts of the nation it remains a major riskfor the rest of the year and probably beyond. Standing by its core commitment the Companyis navigating through these unprecedented times by building stronger and deeperrelationships with consumers and its partners. The Company is supporting variousGovernment Initiatives and helping communities around to fight the pandemic.
Due to the continuous hit of COVID-19 pandemic including its second wave which hitduring April 2021 has badly affected the Company's downfall financial condition. Due tothis financial difficulty your Company could not make the payment of Annual Listing Feesto the Stock Exchange (BSE) for the Financial Year 2021-22 in the stipulated time frame.The Shares of your Company are continued to be listed on BSE Limited.The Company isstriving hard to clear the Annual Listing fees and shall pay the same shortly to theExchange.
The Board of Directors would like to express its gratitude and its appreciation for thesupport andco-operation from its members banks financial institutionsinvestorsserviceproviders customers and other business constituents for their continued faith abundantassistance and cooperation extended to the Company. The Board of Directors also places onrecord its sincere appreciation for the commitment and hardwork put in by the Managementand employees of the Company.
Your Directors would like to make a special mention of the support extended by thevarious Departments of Government of India the State Governments particularly the TaxAuthorities Reserve Bank of India the Ministry of Commerce Ministry of CorporateAffairs Securities and
Exchange Board of India and others and look forward to their continued support in allfuture endeavours.
|Registered Office: ||By & on behalf of the Board of Directors || |
|Office No. 4 Building No. 4 ||For Dhenu Buildcon Infra Limited || |
|Vahatuk Nagar Amboli || || |
|Andheri (West) || || |
|Mumbai - 400 058. || || |
|Date: 21st August 2021 ||Vikash Maharishi Director & CFO ||Jenifer John Machado Director |
|Place: Mumbai ||DIN: 07073642 ||DIN: 07916179 |