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Dhruv Consultancy Services Ltd.

BSE: 541302 Sector: Others
NSE: N.A. ISIN Code: INE506Z01015
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NSE 05:30 | 01 Jan Dhruv Consultancy Services Ltd
OPEN 30.00
PREVIOUS CLOSE 32.40
VOLUME 6000
52-Week high 45.00
52-Week low 20.05
P/E 5.46
Mkt Cap.(Rs cr) 41
Buy Price 29.00
Buy Qty 2000.00
Sell Price 32.00
Sell Qty 2000.00
OPEN 30.00
CLOSE 32.40
VOLUME 6000
52-Week high 45.00
52-Week low 20.05
P/E 5.46
Mkt Cap.(Rs cr) 41
Buy Price 29.00
Buy Qty 2000.00
Sell Price 32.00
Sell Qty 2000.00

Dhruv Consultancy Services Ltd. (DHRUVCONSULT) - Director Report

Company director report

To

The Members

Your Directors present their 15th Annual Report and Audited Financial Statements ofDHRUV Consultancy Services Limited for the Financial Year ended 31st March 2018.

FINANCIAL RESULTS

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

Particulars

Standalone Results For the year ended as at

31st March 2018 31st March 2017
Total Revenue 4432.40 3046.21
Total Expenses 3426.83 2497.12
Profit/(Loss) before tax & prior period expenses 1005.55 549.09
Prior period expense (Net)/Exceptional Item - -
Profit/(Loss) Before Tax 1005.55 549.09
Tax Expense (Net) 317.02 189.94
Profit /(Loss) After Tax and before Share of Profit/(Loss) of Associates/ Joint Venture 688.53 359.15
Share of Profit/(Loss) of Associates/ Joint Venture
Net Profit /(Loss) After Tax 688.53 359.15
Earnings Per Share (?) 6.89 3.61

PERFORMANCE OF THE COMPANY

On standalone basis total revenue for the financial year under review was ? 4432.40Lakhs as against ? 3046.21 Lakhs for the previous financial year registering an increaseof ? 1386.19 Lakhs. The profit before tax was ?1005.55 Lakhs and the profit after tax was? 688.53 Lakhs for the financial year under review as against ? 549.09 Lakhs and ? 359.15Lakhs respectively reported for the previous financial year.

Apart from the IPO offer as stated above there were no material changes andcommitments affecting the financial position of the Company between the end of thefinancial year and the date of the report.

DIVIDEND

To conserve resources for future your Directors do not recommend any dividend for thefinancial year under review.

TRANSFER TO RESERVES

The Directors do not propose to transfer any amount to Reserve.

INITIAL PUBLIC OFFER

The Company has made initial public offer (IPO) for 4296000 Equity Shares for cash atprice of ? 54/- per share including a premium of ? 44/- per share aggregating to ? 23.19crores.

LISTING OF SHARES ON SME PLATFORM OF BSE LIMITED

Your Directors are pleased to inform you that the Company's securities have now beenlisted on SME Platform of BSE Limited from May 10 2018.

SHARE CAPITAL

Following changes were made in the share capital of the company during and between endof the financial year(s) to which these financial statements relate and the date of thereport:

The Authorized Share Capital of the Company has been increased from ? 10000000/-divided into 1000000 equity shares of ? 10/- to ? 150000000/- divided into15000000 equity shares of ? 10/- in the Extra Ordinary General Meeting held on January10 2018.

Further The Company has issued and allotted 620000 Bonus Shares of ? 10/- each in theratio of 1.63:1 i.e. 1.63 bonus shares for every 1 share held to equity Shareholders ofthe Company on December 5 2017 and similarly The Company has also issued and allotted900000 Bonus Shares of ? 10/- each in the ratio of 9:1 i.e. nine bonus shares for everyone share held to equity Shareholders of the Company on January 12018

The Paid-up Equity Share Capital as on the date of report post IPO allotment is was ?142960000/- (divided into 14296000 equity shares of Rs. 10/- each). As stated aboveyour Company had made an allotment of 4296000 equity shares in the IPO for cash at priceof ? 54/- per share including a premium of ? 44 per share.

CHANGE OF NAME

Pursuant to Section 13 and other applicable provisions and rules if any of theCompanies Act 2013 the Board has passed the Resolution for Change the name of Companyfrom "Dhruv Consultancy Services Private Limited" to "Dhruv ConsultancyServices Limited" in the Extra-ordinary General Meeting of the Company held onJanuary 10 2018. Subsequently Registrar of Companies Maharashtra has issued a freshcertificate of incorporation dated February 7 2018 certifying the change of name ofCompany as per Rule 29 of the Companies (Incorporation) Rules 2014. The approval ofmembers were accorded for the conversion of the status of the Company from Private LimitedCompany to Public Limited Company pursuant to Section 14 and other applicable provisionsand rules if any of the Companies Act 2013.

OPERATIONS

During the year the Company was awarded the following projects:

• FEASIBILITY STUDY AND PREPARATION OF DETAILED PROJECT REPORT:

• Feasibility Study and Preparation of DPR for upgradation to 2 lane with pavedshoulder of Sinnar (NH-60) - Ghoti (NH-848) - Trimbakeshwar - Mokhada - Jawhar -Vikramgad - Manor (NH-48) - Palghar Road in the state of Maharashtra (Total length 170km excluding length between Trimbakeshwar - Mokhada - Jawhar

• AUTHORITY'S ENGINEER PROJECTS:

• Consultancy Services for Authority's Engineer for Supervision of Improvement toKarnataka/Maharashtra Border Km 70/682 to Akkalkot Km 106/526 and Strengthening ofDudhani (Km 74/240 to 77/420) Maindargi (Km 89/084 to Km 92/045) and Akkalkot (Km 99/580to Km 106/526) Village Limit Road on NH-150 Extension in the State of Maharashtra(Package-II) on EPC Mode

• Consultancy Services for Authority Engineer for Supervision of Rehabilitationand upgradation to 2 lane with paved shoulder/4-lane standards of National Highway section(i) Nagaj Junction at NH166 to Jath (32 km) from Km 0/000 (at Nagaj) to KM 31/148 (atJath) & Km 134/000 (at Jath) to Km 151/350 (at Muchandi) section of NH-166E (Length -48.50km) & section (ii) Tasgaon to Shirdhon section of NH-266 (Length 23km) of NH-266 onEPC Mode

• Consultancy Services for Authority Engineer for Supervision of Rehabilitationand upgradation to 2 lane with paved shoulder/4-lane standards of National Highway section(i) Tembhurni Pandharpur section from Ch 0/000 to Ch 36/190 & Section (ii)Tembhurni Pandharpur Ch 40/800 to Ch 95/136 of NH516A on EPC Mode

• Consultancy Services for Authority Engineer for Supervision of Rehabilitationand upgradation to 2 lane with paved shoulder/4-lane standards of National Highway section(i) Bhokar to Sarsam Budruk Section (Length - 33.00km) of NH 161A (Starting from NH548C Aakot and terminate at Junction of 161 near Wazar Aurangabad) & Section (ii)Sarsam Budruk to Kothari section of NH-161A (Length - 57km) on EPC Mode

• Consultancy Services for Authority Engineer for Supervision of Rehabilitationand upgradation to 2 lane with paved shoulder/4-lane standards of National Highway section(i) Parli - Pimpladahiguda section of NH-548B from KM 0.000 to KM 18.440 & Section(ii) Lokhandi Sawargaon Renapur Latur (34.463 km) & Ambajogai Bypass (3.815 km)Section of NH 548B on EPC Mode

• Consultancy Services for Authority Engineer for Supervision of Rehabilitationand upgradation to 2 lane with paved shoulder/4-lane standards of National Highway sectionBhokardan Hasnabad Jawkheda Rajur Deulgaon Raja section of NH-753B from Km 0.000(Kumbhari Phata) to Km 63.900 (Deulgaon Raja) and extension from 17.900E (Jawkheda Phata)to 20.730E (Talegaon Phata) in the state of Maharashtra on EPC Mode

• Consultancy Services for Authority Engineer for Supervision of Rehabilitationand upgradation to 2 lane with paved shoulder/4-lane standards of National Highway section(i) Pahur Jamner Bodhwad section (44.76 km) of NH-753L Bodhwad Muktainagar Barhanpur(Icchapur) section (33.385 km) of NH-753L on EPC Mode

• Consultancy Services for Authority Engineer for Supervision of Rehabilitationand upgradation to 2 lane with paved shoulder/4-lane standards of National Highway sectionKolde village to Khetia MP border section of NH-752G Length 48.60km Part of NH-6Wisarwadi Nandurbar Shahada Khetia (MP Border) NH 752 G in the state of Maharashtra on EPCMode

• Consultancy Services for Authority Engineer for Supervision of Rehabilitationand upgradation to 2 lane with paved shoulder/4-lane standards of National Highway sectionDeori Amgaon section of NH-543 (Length - 38.2 km) in the state of Maharashtra onEPC Mode

• Appointment of Authority Engineer for the work of Widening to two lane withpaved shoulders from KM 125.626 to KM 155.800 of NH 167 Hagari to Jadacherla Section inthe state of Karnataka on EPC mode (Package 1)

• Consultancy Services for Authority's Engineer for Supervision of Rehabilitationand Upgradation of Mantha Taluk border Waturphata Ashti Majalgaon Dharur MaijKalambYermala Kusalamb Barshi road section-III from Majalgaon (101.740) to Kaij (159.258) ofNH-548C to two lane with paved shoulder in the state of Maharashtra

• Consultancy Services for Authority's Engineer for Supervision of Rehabilitationand Upgradation to 2 lane with paved shoulder/4 Lane standards of National Highway sectionMehkar to Ajispur Section of NH-548 C from Km. 0+000 Mehkar to Km. 35+836 (Ajispur)(Length - 35.836 Km) (NH/MAH/MSRDC/Amravati/AE/Pkg-41) on EPC Mode in the state ofMaharashtra

• Consultancy Services for Authority's Engineer for Supervision of Rehabilitationand Upgradation to 2 lane with paved shoulder/4 Lane standards of National Highway sectionJintur to Parbhani Section of NH-752I (Length - 35.836 Km)(NH/MAH/MSRDC/Aurangabad-3/AE/Pkg-35) on EPC Mode in the state of Maharashtra

DEPOSITS

The Company has not accepted any deposits during the year.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this report and ispresented separately. It gives details of the overall industry structure economicdevelopments performance and state of affairs of your Company's and their adequacy riskmanagement systems and other material developments during the Financial Year 2017-18.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review details of Appointment and Resignation of Directors &KMPs are as under:

The details regarding our Board are set forth below:

Sr. No. Name Designation Address Occupation Nationality Term and DIN Age Other Directorships as on March 31 2018
1. Tanvi T. Auti 25 Years Public Limited Companies:
Designation: Managing Director
Address: C-301 Gahlot Majesty and Avenue Nil
Palm Beach Road Sector 46A Seawoods West Navi Mumbai Nerul Node-3 Thane-400706 Maharashtra India Private Limited Companies:
Occupation: Business
Nationality: Indian Nil
Term: Appointed for a period of 3 (three) years with effect from December 212016.
DIN:07618878
2. Pandurang B. Dandawate 55 Years Public Limited Companies:
Designation: Non-Executive Director
Address: F-20 Vrindavan CHS Sector 4 Sanpada Navi Mumbai-400705 Maharashtra India Nil
Occupation: Business Private Limited Companies:
Nationality: Indian
Term: Liable to Retire by Rotation Nil
DIN: 01202414 LLP:
Instavis Business Technologies LLP
3. Jayashree P. Dandawate 50 Years Public Limited Companies:
Designation: Chairman and Executive Director
Address: F-20 Vrindavan CHS Sector 4Sanpada Navi Mumbai-400705 Maharashtra India Nil
Occupation: Business Private Limited Companies:
Nationality: Indian
Term: Appointed as an Executive Director for a period of 5 (Five) Years w.e.f February 01 2018 subject to Liable to Retire by Rotation Nil
DIN:02852334
4. Sandeep B. Dandawate 42 Years Public Limited Companies:
Designation: Executive Director
Address: F-20 Vrindavan CHS Sector 4Sanpada Navi Mumbai-400705 Maharashtra India Nil
Occupation: Business Private Limited Companies:
Nationality: Indian • Susaka Projects Private Limited
Term: Liable to Retire by Rotation
DIN: 01779289 LLP:
Art Meditation LLP
5. Milind V. Kulkarni 54 Years Public Limited Companies:
Designation: Executive Director
Address: A-1 304 Kumar Prerana Near Medipoint Hospital New D. P. Road Aundh Pune- 411007 Maharashtra India Nil
Occupation: Business Private Limited Companies:
Nationality: Indian Nil
Term: Liable to Retire by Rotation
DIN: 06951448
6. Sudhir A. Shringare 42 Years Public Limited Companies:
Designation: Independent Director Nil
Address: Lords CHS Ltd Flat 607 6th Floor Swastik Park Bhandup Village Road Near Nahur Railway Station Bhandup West Mumbai- 400078 Maharashtra India Private Limited Companies:
Occupation: Professional Nil
Nationality: Indian
Term: Appointed as Independent Director for the period of five (5) years w.e.f. January 112018
DIN: 08049384
7. Shaila J. Patil 37 Years Public Limited Companies:
Designation: Independent Director
Address: C/30 Saptaparni Near Vivekanand Sankul Sector 04 Sanpada Thane-400705 Maharashtra India Nil
Occupation: Business Private Limited Companies:
Nationality: Indian Nil
Term: Appointed as Independent Director for the period of five (5) years w.e.f. January 112018
DIN:08050695
8. Dhanyakumar B. Mahamuni 54 Years Public Limited Companies:
Designation: Independent Director
Address: 203 United Residency 159B Railway Lines Near Sonamata School Solapur-413001 India Nil
Occupation: Professional Private Limited Companies:
Nationality: Indian Nil
Term: Appointed as Independent Director for the period of five (5) years w.e.f. January 112018 DIN: 08049352

The Board of Director in their meeting held on January 112018 appointed Mr. SnehalPatil as Chief Financial Officer (CFO) of the Company under Sect ion 203 of Companies Act2013.

Ms. Isha Kulkarni was appointed as Company Secretary & Compliance Officer and keymanagerial personnel under sect ion 203 of Companies Act 2013 by the Board of Directorsof the Company in their meeting held on February 12018.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

CONSTITUTION OF COMMITTEES AUDIT COMMITTEE

The Company has constituted an Audit Committee in accordance with Sect ion 177(1) ofthe Companies Act 2013 the details of which have been provided in the CorporateGovernance Report forming part of this Annual Report. There has been no instance where theBoard of Directors had not accepted any recommendation of the Audit Committee.

NOMINATION & REMUNERATION COMMITTEE

The Company has constituted Nomination and Remuneration Committee in accordance withSection 178 of the Companies Act 2013 the details of which have been provided in theCorporate Governance Report forming part of this Annual Report.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Company has constituted Stakeholder relationship Committee in accordance with Section 178 of the Companies Act 2013 the details of which have been provided in theCorporate Governance Report forming part of this Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

As required under clause (c) of sub-section (3) of Section 134 of Companies Act 2013Directors to the best of their knowledge and belief state that -

(i) in the preparation of the annual accounts the applicable Accounting Standards hadbeen followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for the year ended on that period;

(iii) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) in the preparation of the annual accounts the applicable Accounting Standards hadbeen followed along with proper explanation relating to material departures;

(v) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for the year ended on that period;

(vi) the directors had taken proper and sufficient care 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;

(vii) the directors had prepared the annual accounts on a going concern basis;

(viii) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(ix) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that the Secretarial Standards issued by the Institute ofCompany Secretaries of India have been complied with.

ACCOUNTING STANDARDS

The Company has prepared the Financial Statements for the year ended 31st March 2018as per Section 133 of the Companies Act 2013 read with rule 7 of Companies (Accounts)Rules 2014.

PERFORMANCE EVALUATION OF THE DIRECTORS

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance as well as of its Committees thereof and ofthe Directors individually. The manner in which the evaluation has been carried out hasbeen covered in the Corporate Governance Report.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee frameda policy for selection appointment and remuneration of Directors and KMPs. TheRemuneration Policy is stated in the Corporate Governance Report.

EXTRACT OF ANNUAL RETURN

The extract of annual return as provided under sub-section (3) of Section 92 of theCompanies Act 2013 in the prescribed Form MGT-9 is annexed to this Report.

NUMBER OF MEETINGS OF THE BOARD

There were 11 (Eleven) meetings of the Board held during the year. Detailed informationis given in the Corporate Governance Report.

AUDIT COMMITTEE RECOMMENDATIONS

All the recommendations made by the Audit Committee were accepted by the Board.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forms a part of our Report. A certificatehas been received from the Secretarial Auditor of the Company regarding compliance ofrequirements of Corporate Governance as stipulated under the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

AUDITORS

• STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Rules madethereunder the Members of the Company at the 13th Annual General Meeting (‘AGM')held on 30th September 2016 appointed M/s. Chetan Joshi & Co. Chartered Accountants(Firm Registration No. 128063W) as the Statutory Auditors of the Company to hold officefor period of 5 (Five) years from the conclusion of the 13th AGM until the conclusion of18th AGM of the Company subject to ratification at every AGM of the Company. A suitableresolution for ratification of their Appointment as Statutory Auditors for the FinancialYear 2018-19 is included in the Notice of the 15th AGM.

Considering applicability of the provisions of Section 40 of the Companies (Amendment)Act 2017 notified with effect from 7th May 2018 as notified by the Ministry ofCorporate Affairs the requirement of ratification of appointment of Auditors by Membersat every AGM has been omitted.

However considering the resolution passed at the 14th AGM the Board as an abundantcaution recommends the ratification of the Statutory Auditor at this AGM and the Board isof the opinion that no ratification for the appointment of the Statutory Auditors would berequired from next AGM and they shall continue to hold office of Statutory Auditors tillthe conclusion of the 18th AGM of the Company.

There is no audit qualification reservation or adverse remark for the year underreview.

Additionally pursuant to the provisions of Section 139 of the Companies Act 2013 andthe Rules made thereunder the Members of the Board at the Meeting held on May 4 2018appointed M/s. Mittal and Associates Chartered Accountants (Firm Registration No.106456W) as the Joint Statutory Auditors of the Company to hold office for period of 5(Five) years from the conclusion of the 15th AGM until the conclusion of 20th AGM of theCompany subject to ratification at every AGM of the Company. A suitable resolution forratification of their Appointment as Joint Statutory Auditors for the Financial Year2018-19 is included in the Notice of the 15th AGM.

However considering the resolution passed at the meeting of the Board the Board as anabundant caution recommends the ratification of the Statutory Auditor at this AGM and theBoard is of the opinion that no ratification for the appointment of the Statutory Auditorswould be required from next AGM and they shall continue to hold office of StatutoryAuditors till the conclusion of the 20th AGM of the Company.

• SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules madethereunder the secretarial audit were not applicable to the Company for the year ended onMarch 312018.

PREVENTION OF SEXUAL HARRASMENT OF WOMEN AT WORKPLACE

Pursuant to the provisions of Section 22 of the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules made thereunder theCompany had formulated and adopted a Policy on Prevention of Sexual Harassment atWorkplace. The Company has not received any complaint of sexual harassment during the yearunder review.

RISK MANAGEMENT POLICY

Your Company has implemented mechanism to identify assess monitor and mitigatevarious risks and has formulated a Risk Management Policy. The Audit Committee and theBoard of Directors are informed of the Risk assessment and minimization procedures.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act 2013 the brief outline of the CSR Policyof your Company composition of the Committee and report on initiatives undertaken by yourCompany on CSR activities during the year are set out in Report annexed in the format asprescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014. YourCompany has made the Suo-moto contribution towards CSR activities as the same were notstatutorily required for the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Information regarding loans guarantees and investments as required under theprovisions of Section 186 of the Companies Act 2013 is not applicable to the Company asthe Company is exempted under the category of "the companies providing consulting inthe infrastructure segment".

RELATED PARTY TRANSACTIONS

All related party transactions during the year were on arm's length basis and not inconflict with the interest of the Company. The particulars of the said transactions alongwith other contracts/arrangements are also briefed in the Notes to the financial statementwhich sets out related party disclosures. A Statement containing particulars ofcontracts/arrangements entered into by the company with related parties referred to insub-section (1) of Section 188 of the Companies Act 2013 including certain arms' lengthtransactions in prescribed form AOC-2 is annexed.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed through the following portal link:www.dhruvconsultancy.in

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and specified employees in the course of day to day businessoperations of the Company. The Company believes in "Zero Tolerance" againstbribery corruption and unethical dealings / behavior in any form and the Board has laiddown certain directives to counter such acts. Such code of conduct has also been placed onthe Company's website. The Code lays down the standard procedure of business conduct whichis expected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders. The Code gives guidance through examples onthe expected behavior from an employee in a given situation and the reporting structure.All the Board Members and the Senior Management personnel have confirmed compliance withthe Code. A declaration to this effect signed by the Managing Director of the Companyappears elsewhere in this annual report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of employees of the Company is annexed. The information about Top TenEmployees in terms of remuneration will be available for inspection by the Members at theRegistered Office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting. If any Member is interested inobtaining a copy thereof such Member may write to the Company Secretary in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism Policy/ Whistle Blower Policy to dealwith instances of fraud and mismanagement if any. Staying true to our core values ofStrength Performance and Passion and in line with our vision of being one of the mostrespected companies in India the Company is committed to the high standards of CorporateGovernance and Stakeholder Responsibility. The said Policy ensures that strictconfidentiality is maintained in respect of whistle blowers whilst dealing with concernsand also specified that no discrimination will be meted out to any person for a genuinelyraised concern. The Policy on Vigil Mechanism/Whistle Blower Mechanism may be accessedthrough website of the Company viz. www.dhruvconsultancy.in

JOINT VENTURE / CONSORTIUM

Following are the Companies/LLP which are Associates/Consortium of the Company:

^ DCSPL Association With ISSPL for the following projects -

Consultancy Services for including preparation of Detailed Project Report of NationalHighways for up gradation to Two/Four lane with paved shoulder configuration -

i) Omerga Ausa Latur Renapur Pangaon Dharampuri Parli Injegaon Road

ii) Nanded Kinwat Mahur Arni

iii) Kalyan to AP Border section of NH-61 (Malshej Ghat)

iv) Karimnagar Siricilla Kamareddy Yellareddy Pitlam NH-161

v) Siricilla Siddipet Duddeda

STATUTORY DISCLOSURES

A statement containing salient features of the financial statement of the associates inthe prescribed Form AOC-1 is annexed to this Report. The audited financial statements ofthe said companies will be kept for inspection by any Member of the Company at itsRegistered Office during business hours and as per the provisions of Section 136(1) of theCompanies Act 2013 a copy of the same will be made available to any shareholder onrequest.

A Cash Flow Statement for the Financial Year 2017-18 is attached to the Balance Sheet.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company primarily being a Consulting Company in the Infrastructure segment and notinvolved in any industrial or manufacturing activities the Company has no particulars toreport regarding conservation of energy and technology absorption as required underSection 134 of the Companies Act 2013 and Rules made thereunder.

During the year under review the Company did not have any foreign exchange earningsor the foreign exchange outgo towards Business promotion Advertisement expenses Legalconsultancy and Professional fees.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has an effective internal financial control and risk-mitigation systemwhich are constantly assessed and strengthened with new/revised standard operatingprocedure. The Company's internal financial control system is commensurate with its sizescale and complexities of its operations.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND OPERATIONS OF THE COMPANY

During the year under review there are no significant or material orders passed by anyRegulator Court or Tribunal against the Company which could impact its going concernstatus or operations.

CAUTIONARY STATEMENT

Statements in this Directors' Report and Management Discussion and Analysis describingthe Company's objectives projections estimates expectations or predictions may be"forwardlooking statements" within the meaning of applicable securities laws andregulations. Actual results could differ materially from those expressed or implied.Important factors that could make difference to the Company's operations include changesin the government regulations developments in the infrastructure segment tax regimes andeconomic developments within India or abroad.

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors wish to place on record their sincere appreciation for the contributionmade by the employees at all levels for their hard work and support your Company'sachievements would not have been possible without their efforts. Your Directors also wishto thank all Shareholders Clients Government and Regulatory authorities and StockExchanges financial authorities customers dealers agents suppliers investors andbankers for their continued support and faith reposed in the Company.

Your Directors also thank the Ministry of Corporate Affairs stakeholders advocatessolicitors and business associates for their continuous support.

By and behalf of the Board of Directors
For DHRUV CONSULTANCY SERVICES LIMITED
Place: Navi Mumbai Tanvi T. Auti
Date: August 112018 Managing Director
DIN:07618878