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Dhenu Buildcon Infra Ltd.

BSE: 501945 Sector: Others
NSE: N.A. ISIN Code: INE758D01027
BSE 00:00 | 16 Dec Dhenu Buildcon Infra Ltd
NSE 05:30 | 01 Jan Dhenu Buildcon Infra Ltd
OPEN 1.87
PREVIOUS CLOSE 1.87
VOLUME 45
52-Week high 2.00
52-Week low 1.87
P/E
Mkt Cap.(Rs cr) 3
Buy Price 1.96
Buy Qty 5.00
Sell Price 1.87
Sell Qty 2.00
OPEN 1.87
CLOSE 1.87
VOLUME 45
52-Week high 2.00
52-Week low 1.87
P/E
Mkt Cap.(Rs cr) 3
Buy Price 1.96
Buy Qty 5.00
Sell Price 1.87
Sell Qty 2.00

Dhenu Buildcon Infra Ltd. (DHENUBUILDCON) - Director Report

Company director report

To

The Members

Dhenu Buildcon Infra Limited

Your Directors have pleasure in presenting the 111th Annual Report of the Companytogether with the Audited Statement of Accounts for the year ended 31st March 2019.

1. FINANCIAL STATEMENTS & RESULTS:

a. Financial Results

The Company's performance during the year ended 31st March 2019 as compared to theprevious financial year is summarized below:

(Amount in Lakhs.)

Particulars Year ended March 312019 Year ended March 31 2018
Revenue from operation 57.55 3.02
Profit/Loss before interest depreciation tax and Extra Ordinary Items (47.72) (8.00)
Less: Depreciation/amortization 0 0
Profit/Loss before interest tax and Extra Ordinary Items (47.72) (8.00)
Less: Finance Costs 0.33 0
Profit/Loss before tax and Extra Ordinary Items (48.05) (8.00)
Less: Provision for taxes on income
--Current tax 0 0.00
--Earlier Year Tax Adjustments 0 0.01
--Deferred tax liability/(asset) (14.59) (13.75)
Profit/Loss before Extra-Ordinary Items (33.46) 5.74
Extra Ordinary Items (Net of Tax) 0 0
Profit/Loss for the year (33.46) 5.74
Add/(Less): Other Comprehensive Income (18.35) (8.51)
Total Comprehensive Income/(Expenses) for the year (51.81) (2.77)

b. Operations:

Your Directors report that during the year Company has incurred loss of Rs. 33.46Lakhs as compared to the profit of Rs. 5.74 Lakhs incurred in the previous year

The Company is in course to manage and control its cost overruns and to review newemerging opportunities for advancement of the Company.

2. DIVIDEND:

Yours Directors do not recommend any dividend for the year ended 31st March 2019 inview 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 2019 was Rs. 18300000/- dividedinto 18300000 Equity shares having face value of Rs. 1/- each fully paid up. Duringthe year under review the Company has not issued any shares with or without differentialvoting rights. It has neither issued employee stock options nor Sweat equity shares anddoes not have any scheme to fund its employees to purchase the shares of the 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:

Pursuant to Sections 149 161 and other applicable provisions of the Companies Act2013 and in terms of SEBI (Listing Obligation and Disclosure Requirements) Regulation2015 the Board of Directors had at its meeting held on 22nd April 2019 appointed Ms.Mamtaben Kabariya (DIN: 06559357) as an Additional Director in Independent category on theBoard of the Company with immediate effect subject to the approval of shareholders of theCompany at the next Annual General Meeting. The Company has received a declaration fromMs. Mamtaben Kabariya confirming that she meets the criteria of Independence asprescribed under Section 149(6) of the Section 149 of the Companies Act 2013 and SEBI(Listing Obligation and Disclosure Requirements) Regulation 2015 for the purpose of herappointment as a Non- Executive Independent Director of the Company for the period of 5Year w.e.f. 30th September 2019 to 29th September 2024 at the ensuing Annual GeneralMeeting to be held on 30th September 2019.

Key Managerial Personnel:

Key Managerial Personnel's (KMP's) of the Company under Section 203 of the CompaniesAct 2013 as on 31st March 2019 are as follows:

Sr. No. Name Designation
1 Mr. Piyush Mehta Manager
2 Mr. AashishGarg Company Secretary
3 *Mr. Vikash Maharishi Chief Financial Officer

* Mr. Vikash Maharishi has been appointed as a Chief Financial Officer w. e. f 22ndApril2019.

None of the Directors are disqualified from being appointed as Directors as specifiedin section 164 of Companies Act 2013.

Familiarization Program:

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 sub-section (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 31st March 2019.

Director seeking re-appointment:

The resume details and profile of Independent Director Mr. Shivanand Hemmady (DIN:00838098) seeking reappointment at the ensuing Annual General Meeting has been given inthe Notice convening 111st AGM of the Company pursuant to Regulation 36(3) of SEBI(Listing Obligation and Disclosure Requirements) Regulation 2015.

7. DEPOSITS:

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. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Act read with the Companies(Management and Administration) Rules 2014 an extract of Annual Return in Form MGT-9 ason 31st March2019 is set out in "ANNEXURE I" forming part of this ReportThe MGT-9 has also been mentioned 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 8 (Eight) Board meetings were held on 30thMay2018 10th August 2018 27th August 2018 29th August 2018 28thSeptember 2018 14th November 2018 11th February 2019 and 29th March 2019. 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 Regulation17 (2) of SEBI (LODR) Regulation 2015.

Details of Directors as on 31st March 2019 and their attendance at the Board meetingsand Annual General Meeting ("AGM") during the financial year ended 31st March2019 are given below:

Name of the Director

Particulars of Attendance

Other Board Representations

Board Meeting

Last AGM (29.09.2018) Directorship in Companies including this company Committees Membership Committees Chairmanship
Held during the year Attended
Shivanand Rama Hemmady 8 8 Yes 15 0 3
Vikash Maharishi 8 8 Yes 9 3 0
Jenifer Machado 8 5 Yes 2 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:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

AUDIT COMMITTEE:

Composition:

As on 31st March 2019 the Audit Committee comprised of 3(three) members out of whomone is NonExecutive Independent Directors and two Non-Executive Directors.

Meetings & Attendance:

During the year 5(five) Audit Committee meetings were held on 30th May 2018 10thAugust 2018 27th August 2018 14th November 2018 and 11th February 2019.

The meetings were scheduled well in advance and the time gap between any two meetingsdid not exceed more than one hundred twenty days.

The composition of the Audit Committee and the attendance record of members for 2018-19are as follows:

NAME CATEGORY DESIGNATION

NO. OF MEETINGS

HELD DURING THE YEAR ATTENDED
Mr. Shivanand Hemmady Non-Executive Independent Director Chairman 5 5
Mr. Vikash Maharishi Non-Executive Director Member 5 5
Ms. Jenifer John Machado Non-Executive Director Member 5 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:

Composition:

As on 31st March 2019 the Nomination & Remuneration Committee comprised of3(three) members out of whom One is Non-Executive Independent Directors and twoNon-Executive Directors.

Meetings and Attendance:

During the year under review the Committee met Thrice on 27th August 2018 28thSeptember 2018 and 11th February 2019.The meetings were scheduled well in advance andthe time gap between any two meetings did not exceed more than one hundred twenty days.

The composition of the Nomination & Remuneration Committee and the attendancerecord of members for the financial year 2018-19 are as follows:

NAME CATEGORY DESIGNATION

NO. OF MEETINGS

HELD DURING THE YEAR ATTENDED
Mr.Shivanand Hemmady Non-Executive Independent Director Chairman 3 3
Mr. Vikash Maharishi Non-Executive Director Member 3 3
Ms. Jenifer John Machado Non-Executive Director Member 3 2

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:

Composition:

As on 31st March 2019 the Stakeholders Relationship Committee comprised of 3(three)members out of whom One is Non-Executive Independent Directors and two Non-ExecutiveDirectors.

Meetings and Attendance:

During the year under review the Committee met four times on 30th May 2018 10thAugust 2018; 14th November 2018 and 11th February 2019.The meetings were scheduled wellin advance and the time gap between any two meetings did not exceed more than one hundredtwenty days.

The composition of the Stakeholders Relationship Committee and the attendance record ofmembers for the financial year 2018-19 are 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. Jenifer John Machado Non-Executive Independent Director Member 4 2

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. andall other securities-holders related matters and also consider and approve issue of sharecertificates (including issue of renewed or duplicate share certificates) transfer andtransmission 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 hasre-appointed Mr.Shivhari Jalan a Practicing Company Secretary to conduct the SecretarialAudit of the Company for the financial year 2018-19.

The Secretarial Audit Report for the financial year ended 31st March 2019 is annexedherewith as ANNEXURE II 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.

The responses of your Directors on the observations made by the Secretarial Auditor areas follows:-

Observation 1:

The company has not appointed chief financial officer as required under section 203(1)of the Companies Act 2013. However company has appointed CFO w.e.f 22.04.2019

Response to point no. 1:

The Company has complied with the requirement of having Chief Financial Officer.

Observation 2:

The company has appointed wholetime company secretary w. e. f 28.09.2018 as requiredunder section 203(1) of the Companies Act 2013 and Regulation 6 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

Response to point no. 2:

The Observation is self explanatory.

Observation 3:

The Company has not filed Form MGT - 14 for Board resolution passed u/s 179 (3) (e) ofCompanies Act 2013 w.r.t. invest the funds of the Company.

Response to point no. 3:

Being NBFC Company is exempted from investment activites under Section 186 of theCompanies Act 2013. Section 179(3)(e) of the Companies Act 2013 is required to comply inconjuction with Section 186. As Section 186 regarding investment activites is exempt theCompany has not passed Board resolution u/s 179 (3) (e) of Companies Act 2013.

Observation 4:

The Company has published the financial result for the quarter ended 30.06.2018 after48 hours from conclusion of meeting of Board of Directors.

Response to point no. 4:

The observation is itself self-explanatory and the management is committed tostreamline in future.

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 under Companies 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 & Associateswill continue to hold office till the conclusionof 115th AGM. The Auditors have confirmed that they are not disqualified from continuingas 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:-

INDIAN ECONOMY:

The Indian economy retained its tag of the fastest growing major economy in the worldin 2018-19. However overall growth for 2018-19 slumped to a five-year low of 6.8%compared with 7% projected in the second advance estimates released in February. Full-yeargrowth in value added terms was lower at 6.6% compared with 6.9% in financial year2017-18.

NBFC's PERFORMANCE:

So far non-banking finance companies (NBFCs) have scripted a great success story.Their contribution to the economy has grown in leaps and bounds from 8.4% in 2006 to above14% in March 2015. In terms of financial assets NBFCs have recorded a healthygrowth—a compound annual growth rate (CAGR) of 19% over the past fewyears—comprising 13% of the total credit and expected to reach nearly 18% by 2018-19.Going forward the latent credit demand of an emerging India will allow NBFCs to fill thegap especially where traditional banks have been wary to serve. Additionally improvingmacroeconomic conditions higher credit penetration increased consumption and disruptivedigital trends will allow NBFC's credit to grow at a healthy rate of 7-10% (real growthrate) over the next five years. Clearly NBFCs are here to stay.

PERFORMANCE IN FINANCE SECTOR:

India has a diversified financial sector undergoing rapid expansion both in terms ofstrong growth of existing financial services firms and new entities entering the market.The sector comprises commercial banks insurance companies NBFCs Housing FinanceCompanies Co-operatives Pension Funds Mutual Funds and other smaller financial entitiesThe Reserve Bank of India (RBI) recently allowed new entities such as payment banks andsmall finance banks to commence operations focusing on specific segments of transactionalbanking and small-ticket lending respectively.

Some recent developments that have happened in this sector are:

• Launch of India Post Payments Bank (IPPB) for better rural penetration of banks.

• Under the Union Budget 2018-19 there has been an allocation of Rs. 3 trillion(USD 46.3 billion) towards the Mudra (Micro-Units Development & Refinance Agency Ltd.)Scheme.

• The Securities and Exchange Board of India (SEBI) has limited the Total ExpenseRatio (TER) charged by mutual fund houses having equity assets up to Rs. 500 billion (USD7.1 billion) to 1.05%.

• NBFCs are gaining eminence in retail finance by financing more than 80% of theequipment leasing and hire purchase activities in India.

• The government's focus on the infrastructure sector is providing an impetus toNBFCs engaged in the infrastructure financing space.

OUR BUSINESS OPERATIONS:

Dhenu Buildcon is a medium size NBFC engaged in the sole business segment of financialservices. During the year the Company has marked income of Rs. 57.55 lakhs which hasincreased from the preceding year's income of 3.02 lakhs. In the road of profit makingCompany is still struggling and incurred a loss of Rs. 33.46. A rapid fluctuation inmarket activities due to ongoing amendments in business sector are the challenges whichCompany is facing and striving to find news ways to come back in the profit track.

OPPORTUNITIES AND THREATS:

Report from the World Bank indicate that Non Banking Financial Institutions act ascritical pillars contributing to macroeconomic stability and sustained economic growth andprosperity.

The Biggest Challenge before NBFC is that they are facing stiff competition from Bank& Financial Institutions due to their ability to raise low cost funds which enablesthem to provide funds at much cheaper rate. More stringent Capital adequacy norms havebeen stipulated by RBI for NBFC which is making difficult for them to give cheaperfinance.

The Company believes that worked upon continuously through a very sharp learning andunlearning in order to achieve operational excellence.

SEGMENT-WISE PERFORMANCE:

The Company is operating on only one broad segment i.e. financial services. Henceseparate segmental reporting is not applicable. The Company has no activity outside India.

OUTLOOK:

India has a lot of un-banked and under-banked consumers and businesses. Hence there isa lot of potential for NBFCs which can still be tapped. The NBFCs and Housing FinanceCompanies (HFCs) are being recognised as being vital for growth. Regardless of the recentpanic NBFCs are here to stay and play an important role in economic growth and financialinclusion. Given the crisis and despite concerns surrounding the sector NBFCs with robustbusiness models strong liquidity mechanisms governance and risk management standards arewell positioned to take benefit of the market opportunity.

The Company wishes to diversify its lending activities in the coming period and shallembark on this path and move forward once the existing investments which are at anincubating stage begin to bear fruits.

RISK AND CONCERNS:

In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risk forthe Company are financial risks credit risk liquidity risk market risk etc. The everexisting systematic and delinquency risk and fluctuations in interest rates and riskweight make the companies more vulnerable.

Risk mitigation is also an exercise aiming to reduce the loss or injury arising out ofvarious risk exposures. The Company adopts a systematic approach to mitigate risksassociated with accomplishment of objectives operations revenues and regulations.

INTERNAL CONTROL SYSTEM:

Internal Control measures and systems are established to ensure the correctness of thetransactions and safeguarding of the assets. The Management ensures adherence to allinternal control policies and procedure as well as compliance with regulatory guidelines.

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:

Company believes that human resources play a crucial role in enabling it to meet itsobjectives the Company chooses its people very carefully ensuring that they conform tothe company's culture and follow its values and belief system.focus on training to enhancethe skill-sets of employees in line with the business and market requirements continuedthroughout the year.

RATIOS WHERE THERE HAS BEEN A SIGNIFICANT CHANGE FROM FINANCIAL YEAR 2018 TO FINANCIALYEAR 2019

During the year under review the detail of changes made in the following key financialratios at Standalone and Consolidated level as compare to the immediately previousfinancial year. The details of the same in a form of comparison is provided as:-

S. No. Particulars of Ratio Financial Year 2018-19 Financial Year 2017-18
1 Debtors Turnover Ratio 262.61 5624.90
2 Inventory Turnover Ratio 0.00 916.83
3 Interest Coverage Ratio (146.55) NA
4 Current Ratio 10.83 8.09
5 Debt Equity Ratio 0.14 0.18
6 Operating Profit Margin (0.84) (2.65)
7 Net Profit Margin (8.35) (2.65)
8 Return on Net worth (11.56) (0.02)

CAUTIONARY STATEMENT:

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:

The Board of Directors is committed to continued improvement in its effectiveness.Accordingly the Board participated in the annual formal evaluation of its performance.This was designed to ensure amongst other things that the Board its Committees and eachDirector continue to contribute effectively.

The board was apprised that the Nomination and Remuneration Committee (NRC) hasformulated the Policy for performance evaluation of the Board Board Committees andindividual Directors.

In line with the aforesaid policy at the Board meeting dated 11th February 2019 thequestionnaire for evaluation of Board Board Committees and Individual Directors wascirculated to the Board Members and the Board carried out the evaluation of performance ofits own Board Committee and Individual Directors accordingly. The NRC in its meeting heldon 11th February 2019 has also evaluated the performance of every Director.

The evaluation by the Independent Directors has been undertaken at their meeting heldon 23rd November 2018. The Board of Directors undertook evaluation of IndependentDirectors at their meeting held on 11th February 2019 and placed on its record that theIndependent Directors have the requisite qualification expertise and track record forperforming their duties as envisaged under the Law and they add value in the decisionmaking process of the Board.

The Board of Directors expressed their satisfaction with the evaluation process.

17. RISK MANAGEMENT

The Company has developed and implemented a Risk Management Policy in compliance withthe provisions of Section 134 (3) (n) of the Companies Act 2013. Your Company continuesto have 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 2122 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. There areno 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 AND SECURITIES:

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 2018-19 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 2019 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 2019 and of theprofit and loss of the Company for the year ended 31st March 2019.

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 underreview there 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 31st March 2019stood at 1 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: Duringthe last 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 2019. Therefore the statement required to be given in Form AOC-2does 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 the directors in the fields of banking finance regulatory Marketingadministration legal apart from compliance of legal requirements of the Company. TheCompany has laid down remuneration criteria for the directors key managerial personneland other employees in the Nomination and Remuneration Committee Policy which is enclosedhereto this Report as ANNEXURE III to the Board's Report. The Policy is also available onthe 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. 31st March 2019 andthe 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.

33. GENERAL

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) Shares of your Company are continued to be listed on BSE Limited. Listing fees hasalready been paid for the financial year 2019-20.

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. GREEN INITIATIVES

The Company supports and pursues the ''Green Initiative" of the Ministry ofCorporate Affairs Government of India. The Company has effected electronic delivery ofNotice of Annual General Meeting and Annual Report to those Members whose e-mail IDs wereregistered with the Company/ Depository Participants. The Companies Act 2013 and theunderlying rules as well as Regulation 36 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 permit the dissemination of financial statements andannual report in electronic mode to the Members.

For members who have not registered their email addresses physical copies are sent inthe permitted mode. Your Directors are thankful to the Members for actively participatingin the Green Initiative and seek your continued support for implementation of the greeninitiative.

36. ACKNOWLEDGEMENTS:

The Board of Directors would like to express its gratitude and its appreciation for thesupport and co-operation from its members banks financial institutions investorsservice providers customers and other business constituents for their continued faithabundant assistance and cooperation extended to the Company. The Board of Directors alsoplaces on record its sincere appreciation for the commitment and hard work put in by theManagement and 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 theircontinued support in all future 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. Sd/- Sd/-
Vikash Maharishi Shivanand Hemmady
Director Director
DIN: 07073642 DIN: 00838098
Date : 29th August 2019
Place: Mumbai