You are here » Home » Companies » Company Overview » Dhenu Buildcon Infra Ltd

Dhenu Buildcon Infra Ltd.

BSE: 501945 Sector: Others
NSE: N.A. ISIN Code: INE758D01027
BSE 00:00 | 04 May Dhenu Buildcon Infra Ltd
NSE 05:30 | 01 Jan Dhenu Buildcon Infra Ltd
OPEN 2.67
52-Week high 3.00
52-Week low 2.67
P/E 89.00
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.67
CLOSE 2.67
52-Week high 3.00
52-Week low 2.67
P/E 89.00
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Dhenu Buildcon Infra Ltd. (DHENUBUILDCON) - Director Report

Company director report



The Members

Dhenu Buildcon Infra Limited

Your Directors have pleasure in presenting the 109th Annual Report of the Companytogether with the Audited Statement of Accounts for the year ended March 31 2017.


a. Financial Results

The Company's performance during the year ended March 31 2017 as compared to theprevious financial year is summarized below:

(Rs. In Lakhs)

Particulars Year ended March 31 2017 Year ended March 31 2016
Revenue from operation (1495880) 71105060
Profit/Loss before interest depreciation (8571808) (1311470)
tax and Extra Ordinary Items
Less: Depreciation/amortization 5793 812
Profit/Loss before interest tax and (8577601) (1312282)
Extra Ordinary Items
Less: Finance Costs 97016 32820
Profit/Loss before tax and Extra Ordinary Items (8674617) (1345102)
Less: Provision for taxes on income
--Current tax NIL NIL
--mat Credit Entitlement NIL NIL
--Deferred tax liability / (asset) 1578 (351439)
Profit/Loss before Extra-Ordinary Items (8673039) (1696541)
Extra Ordinary Items (Net of Tax) NIL NIL
Profit/Loss for the year (8673039) (1696541)

b. Operations:

The Company has again incurred Loss after tax of Rs. 8673039/- (Rupees Eighty SixLakhs Seventy Three Thousand Thirty Nine Only) from the operations of the Company ascompared to a Loss after tax of Rs.1696541/- (Rupees Sixteen Lac Ninety Six ThousandFive Hundred and Forty One Only) during the previous financial year due to uncertainmarket conditions. The Company is in course to manage and control its cost overruns and toreview new emerging opportunities for advancement of the Company.

With the focused approach of growing business your directors are hopeful for thebright future of the company in the years to come.


Yours Directors do not recommend any dividend for the year ended March 31 2017 inview of loss incurred during the year.


Since the Company has incurred loss during the period under review thus no amount wasavailable to be transferred to the reserves.


The Paid up Equity Share Capital as at 31st March 2017 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.


Mr. Rajkumar Bulakidass Mall retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offer himself for re-appointment.

During the year under review Mr. Manoj Himmatsinghka and Ms. Madhumati Gawade resignedas a Director of the Company w.e.f. 20th August 2016 and 17th march 2017 respectively.The Board has placed on record its deep appreciation for the valuable contribution made byhim during his tenure of office.

Pursuant to Sections 149 and 161 of the Companies Act 2013 and in terms of ListingRegulation appointment of Mr. Vikash Maharishias as an Independent Director of theCompany w.e.f. 20th August 2016 was regularized at the last Annual General Meeting.

It is proposed to appoint Ms. Jenifer John Machado as an Independent Director of theCompany for 5 years w.e.f. 26th September 2017 up to 25th September 2022 subject to theapproval of the shareholders in the ensuing Annual General Meeting.

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 have beengiven in the Notice convening the 109th AGM of the Company.

During the year under review no sitting fees was paid to the Non Executive Directors(including Independent Directors)by the Board. However at any time the Sitting fees willbe paid by Board it will be subject to the ceiling/limits as provided under Companies Act2013 and rules made there under.

The Company has received declaration from Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both undersubsection (6) of Section 149 of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 in respect of the F.Y. ended 31st March 2017.

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


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.


The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.


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 March 31 2017 is set out in "ANNEXURE I" forming part of this Report.


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 7 (Seven) Board meetings were held on June 062016 August 20 2016 September 25 2016 November 14 2016 December 5 2016 February13 2017 and March 17 2017. The necessary quorum was present for all the meetings. Theinterval between two Board meetings was well within the maximum period mentioned underSection 173 of the Act and Regulation 17 (2) of SEBI (LODR) Regulation 2015.

Details of Directors as on March 31 2017 and their attendance at the Board meetingsand Annual General Meeting ("AGM") during the financial year ended March 312017 are given below:

Name of Director Particulars of Attendance
Board of Meeting Last AGM
Held Attended (31.12.16)
RajkumarBulakidass Mall 7 7 Yes
Shivanand Rama Hemmady 7 7 Yes
*Manoj BinodHimatsinghka 1 1 NA
**Madhumati Amar Gawade 6 5 No
***Vikash Maharishi 5 5 Yes

* Mr. Manoj ceased to be the Director w.e.f. 20.08.2016

**Ms. Madhumati ceased to be the Director w.e.f. 17.03.2017

***Mr. Vikash became Director of the Company w.e.f. 20.08.2017


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



The Committee has been constituted in line with the provisions of Section 177 of theCompanies Act 2013 Regulation 18 of SEBI Listing Regulation.

Pursuant to resignation tendered by Mr. Manoj and Ms. Madhumati during the FinancialYear the Audit was re-constituted twice by the Board of Directors. As on 31st March2017 the Audit Committee is headed by Mr. Shivanand Hemmady and has Mr. Rajkumar Mall andMr.Vikash Maharishi as its members.

Meetings & Attendance:

During the year 4(four) Audit Committee meetings were held on 30th May 2016 (adjournedand concluded on 6th June 2016) 13th August 2016 (adjourned and concluded on 20thAugust 2016) 14th November 2016 and 13th February 2017.

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 2016-17are as follows:

Name Category Designation No. of Meeting Attended
Mr. Shivanand Hemmady Non-Executive Independent Director Chairman 4 of 4
Mr. Vikash Maharishi Non-Executive Independent Director Member NA
Mr.Rajkumar Mall Executive and Promoter Director Member 4 of 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.


The nomination and remuneration committee of the Company is constituted in line withthe provisions of Regulation 19 of SEBI Listing Regulations read with Section 178 of theAct.

Composition Meetings and Attendance:

Pursuant to resignation tendered by Ms. Madhumati during the Financial Year the Auditwas re-constituted by the Board of Directors. As on 31st March 2017 the Audit Committeeis headed by Mr. Shivanand Hemmadyand has Mr. Rajkumar Mall and Mr. Vikash Maharishi asits members.

During the financial year 2016-17 the Committee met twice on 29th July 2016 and 23rdAugust2016. The necessary quorum was present at the meeting. The below table gives thecomposition and attendance record of the Nomination & Remuneration Committee.

Name Category Designation No. of Meeting Attended
Mr. Shivanand Hemmady Non-Executive Independent Director Chairman 2 of 2
Mr.Rajkumar Mall Executive Director Member 2 of 2
*Mr. Vikash Maharishi Independent Director Member NA

*Mr.Vikash was appointed as a member to the committee w.e.f. 17th March 2017.

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.


The stakeholders' relationship committee is constituted in line with the provisions ofsection 178 of the Act.

During the financial year 2016-17 the Stakeholders Relationship Committee met fourtimes on 20th May 2016; 22nd August 2016; 30th November 2016 and 17th March 2017.

Details of constitution and attendance details of the Stakeholders RelationshipCommittee as on March 31 2017 are given below:

Name Category Designation No. of Meeting Attended
Mr. Shivanand Hemmady Non-Executive Independent Director Chairman 4 of 4
Mr. Rajkumar Mall Executive Director Member 4 of 4
Mr. Vikash Maharishi Non-Executive Independent Director Member 1 of 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.


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 theSecretarial Audit of the Company for the financial year 2016-2017.

The Secretarial Audit Report for the financial year ended March 31 2017 is annexedherewith as Annexure II.

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

Response to point no. 1:

Pursuing to coarse market conditions the Company is unable to receive interest fromprofessionals for their appointment under section 203(1) of the Companies Act 2013.Further with regards to appointment of woman director on the Board the management willdefinitely streamline the same at the earliest possible. The criteria of Independence wereduly fulfilled at the time of appointment of Mr. Vikash Maharishi but subsequent to hisappointment in another company it failed however the company is looking forward toappointment a new Independent Director on the Board.

Response to point no. 2:

The observation itself is self-explanatory thus the management will streamline thesame in future. Further the publication of results in newspaper for two quarters gotdelayed hardly by few hours which your Board makes sure that it would not happen in futureagain.

Response to point no. 3:

Due to dislocation of the file containing the delivery proofs we failed to serve thesame to our Auditors.

Response to point no. 4:

The Company generally files the result within the prescribed time limit only howeverduring the second quarter end submission got delayed due to technical issues with theserver and internet.

Response to point no. 5:

The Company filed necessary documents with BSE Ltd in conformity with SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. However due to receipt ofobservations from BSE Limited after expiry of the due date the company had to file theresults in the revised format.

Response to point no. 6:

The Company generally files the voting result within the prescribed time limit onlyhowever due to technical issues with the server and internet the submission delayed by fewhours. Also with regards to submission of voting results with CDSL due to oversight itgot missed and the Management assures to remember this for future submissions.


M/s. Dhaval Gala & Associates Chartered Accountants (Firm Registration No.136660W) holds office until the conclusion of ensuing AGM and have expressed theirunwillingness to be reappointed as the Statutory Auditors of the Company.

Further your Company has received a written consent and a certificate from M/s.Lahoti Navneet & Co. Chartered Accountants (Registration No. 116870W) to theeffect that their appointment if made would satisfy the criteria provided in sections139 and 141 of the Companies Act 2013 read with Companies (Audit & Auditors) Rules2014.

The Board hereby recommends the appointment of M/s. Lahoti Navneet & Co.Chartered Accountants (Registration No. 116870W) as Statutory Auditors of the Companyfor a period of five years i.e. from the conclusion of the 109th Annual General Meetingup to the conclusion of 114th Annual General Meeting subject to ratification by Membersevery year at AGM.

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.


The core business of the Company is trading in textile and Investment in securities.The Management discussions and analysis is given hereunder:-


Company is engaged in trading activity primarily having vast potential & now beinggetting attention of the organized sector.


Sustained economic growth in the country may affect the business of the Company andsector overall. However the Company is taking proper steps to mitigate the business risk.


The Company is operating on only one broad segment and hence separate segmentalreporting is not applicable. The Company has no activity outside India


The outlook for 2016-17 has to be viewed in the context overall economic scenario etc.


The Company is exposed to general market risk and is putting its best efforts toinitiate adequate steps.


The Company maintains adequate internal control systems which provide adequatesafeguards and proper monitoring of the transactions.



The operating performance of the Company has been discussed in Directors Report underthe head 'Financial Highlights and Operations and Overall Performance' in the currentyear.


The Company believes that people are the key ingredient to the success of anorganization. Looking after people makes good business sense because if people aremotivated service excellence will follow. The Company recognizes the importance andcontribution of its Human resources towards its growth and development and is committed tothe development of its people.


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.


Pursuant to the provisions of the Act and SEBI Listing Regulations IndependentDirectors at their meeting held during the year without the participation oftheNon-Independent Directors and Management considered/evaluated the performance of theBoard of Directors and other Non-Independent Directors.

The Board subsequently evaluated its own performance the working of its Committees andIndependent Directors without participation of the relevant Director(s).


The Board has laid down separate Codes of Conduct for Non-Executive Directors andSenior Management personnel of the Company. All Board Members and Senior Managementpersonnel have affirmed compliance with the Code of Conduct.


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 17 1819 20 2122 23 24 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.


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.


The provisions of Section 186 of the Act pertaining to granting of loans to any personsor bodies corporate and giving of guarantees or providing security in connection withloans to any other bodies corporate or persons are not applicable to the Company since theCompany is an NBFC.

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 2016-17 are given in the Notes on financial statement referred to in theAuditors' Report.


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 March31 2017 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 March 31 2017 and of theprofit and loss of the Company for the year ended March 31 2017;

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.


The prerequisite in terms of Section 135 of the Companies Act 2013 of corporate socialresponsibility does not apply to the Company.


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 31st March 2017stood at 2 employees.

e) Pecuniary Relationship of Non-Executive Directors vis-a-vis the Company:

The Company has no material pecuniary relationship or transactions with its Non-Executive & Independent Directors.

f) Average percentile increase made in the salaries of employees other than keymanagerial personnel in the last financial year and its comparison with the percentile

increase in the managerial remuneration and justification thereof and point out ifthere are any exceptional circumstances for increase in the managerial remuneration:

During the last financial year the salaries of employees remained the same thus therewas no increment made in the salaries of the employees.

g) We hereby affirm that the remuneration of employees is as per the remunerationpolicy of the Company.


Your Company does not have any subsidiary associate and joint venture company for theyear ended 31st March 2017.


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 Remuneration and Compensation Committee Policy whichis enclosed hereto this Report as Annexure III.


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.


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.

The Policy aims to provide protection to employees at the workplace and prevent andredress complaints of sexual harassment and for matters connected or incidental theretowith the objective of providing a safe working environment where employees feel secure.The Company has also constituted an Internal Complaints Committee to inquire intocomplaints of sexual harassment and recommend appropriate action. All employees(permanent contractual temporary trainees) are covered under this policy.

During the year under review no complaints were received by the Company related tosexual harassment.


Since the Company is neither engaged in any manufacturing activity nor the Company hasany manufacturing unit therefore there prescribed particulars with regards to complianceof rules relating to conservation of Energy and Technology absorption pursuant to Section134 (3) (m) of the Companies Act 2013 read with Rule - 8 (3) of the Companies (Accounts)Rules 2014 are not applicable on your Company.


During the period under review thereare no foreign exchange earnings and out go.


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. March 31 2017 and thedate of this Report.


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 Company confirms that it has paid the annual listing fees for the year 2017-18to Bombay Stock Exchange.


Your Directors express deep sense of appreciation to the members employees investorsbankers service providers customers and other business constituents for their continuedfaith abundant assistance and cooperation extended to the Company. Your Directors wouldlike to make a special mention of the support extended by the various Departments ofGovernment of India the State Governments particularly the Tax Authorities theMinistry of Commerce Ministry of Corporate Affairs Securities and Exchange Board ofIndia and others and look forward to their continued support in all future endeavours.

Registered Office: By the order 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/-
Rajkumar Mall Vikash Maharishi
Date : 28.08.2017 (DIN: 01999513) (DIN: 07073642)