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Dhruv Consultancy Services Ltd.

BSE: 541302 Sector: Others
NSE: DHRUV ISIN Code: INE506Z01015
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OPEN 48.40
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VOLUME 12
52-Week high 84.65
52-Week low 27.20
P/E 14.27
Mkt Cap.(Rs cr) 70
Buy Price 48.40
Buy Qty 2.00
Sell Price 48.75
Sell Qty 20.00
OPEN 48.40
CLOSE 47.90
VOLUME 12
52-Week high 84.65
52-Week low 27.20
P/E 14.27
Mkt Cap.(Rs cr) 70
Buy Price 48.40
Buy Qty 2.00
Sell Price 48.75
Sell Qty 20.00

Dhruv Consultancy Services Ltd. (DHRUV) - Director Report

Company director report

To

Dear Members

Your Directors are pleased to present the 18th Annual Report on the businessand operations of the Company along with the audited Financial Statements for thefinancial year ended March 31 2021.

COMPANY OVERVIEW

The Company listed on BSE SME Platform on May 10 2018 & with its significantexperience in the Consultancy segment now in a process to complete the migration from SMEPlatform to Capital Market Segment (Main Board) of the exchange(s). The Company has itscorporate headquarters at Navi Mumbai.

FINANCIAL RESULTS

The Company's financial performance for the year ended 31stMarch 2021 issummarized below:

(Rs. in Lakhs)

Particulars

Financial results For the year ended

31st March 2021 31st March 2020
Total Revenue 6034.19 4937.65
Total Expenses 5639.72 4796.66
Profit/(Loss) before tax & priorperiod expenses 394.47 140.98
Prior period expense (Net)/Exceptional Item - -
Profit/(Loss) Before Tax 394.47 140.98
Tax Expense (Net) 130.08 34.80
Profit /(Loss) After Tax and before Share of Profit/(Loss) of Associates/ Joint Venture 264.39 106.19
Share of Profit/(Loss) of Associates/ Joint Venture - -
Net Profit /(Loss) After Tax 264.39 106.19
Earnings Per Share (Rs.) 1.85 0.74

PERFORMANCE OF THE COMPANY

The total revenue for the financial year under review was Rs. 6034.19 Lakhs as againstRs. 4937.65 Lakhs for the previous financial year registering an increase of Rs. 1096.54Lakhs. The profit before tax was Rs. 394.47 Lakhs and the profit after tax was Rs. 264.39Lakhs for the financial year under review as against Rs. 140.98 Lakhs and Rs. 106.19 Lakhsrespectivelyreported for the previous financial years.

There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of the report.

DIVIDEND

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

TRANSFER TO RESERVES

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

LISTING AND CURRENT UPDATES

Your Directors are pleased to inform you that the Company is in receipt of in-principleapproval vide letter no. LO/Migration/VM/IP/115/2021-22 dated July 28 2021 from BSE Ltd("The Exchange”) for migration from BSE SME platform to BSE Main Board.

Your Company is in the process of submission of subsequent documents & completingthe formalities as asked by the exchange for the connected final approval(s).

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 150000000/- divided into15000000 equity shares of Rs. 10/-

The Paid-up Equity Share Capital is Rs.142960000/- (divided into 14296000 equityshares of Rs.10/- each) as at March 31 2021.

During the year under review the Company has not issued shares or convertiblesecurities or shares with differential voting rights nor has granted any stock options orsweat equity or warrants as on March 31 2021. The Company has paid Listing Fees for theFinancial Year 2020-2021 to the Stock Exchange (BSE) where its equity shares are listed.

OPERATIONS

During the year the Company was awarded the following projects:

Sl. No. Name of Consultancy of Road Work
1 Consultancy Services for Authority Engineer for supervision of 1) Widening / improvement to 2 lane with earthen shoulder of Yaingangpokp Finch Corner Section from km 0.00 to 16.900 (Length 16.90 km) of NH 202 in the state of Manipur on EPC Mode. 2) Widening / improvement to 2 lane with earthen shoulder of Yaingangpokp Finch Corner Section from km 16.900 to 30970 (Length 14.070 km) of NH 202 in the state of Manipur on EPC Mode
2 Consultancy Services for Authority's Engineer for Supervision of Construction of Eight Lane ac-cess-controlled expressway starting at Bawadi village (near Shivgarh) of Ratlam district to (Ch. 627+420 to Ch. 696+920) section of Delhi - Vadodara Greenfield Alignment (NH-148N) on EPC Mode under Bharatmala Pariyojana in the State of Madhya Pradesh [Delhi-Vadodara/NH- 148N/AE/Pkg7]
3 Authority's Engineer for rehabilitation and up-gradation to 2 lane/4 lane with paved shoulder standards form Chandwad to Manmad Ch. 104+600 To Km 128+650
4 Supervision Consultancy Services for Operation & Maintenance of 2 lane with Paved Shoulder of Kharwandi Kasar to Junction of NH-211 (Km 284 - Km 337) section of NH-61 (Old NH-222) in the State of Maharashtra
5 Consultancy Services as Independent engineer during Operation & Maintenance and fee collection of 4 lane divided carriageway facility of Bijapur-Hungund Section of NH-13 (New NH-50) from Km. 102.000 to km. 202.000 in the State of Karnataka under NHDP Phase-III on DBFOT basis
6 Consultancy Services for Authority's Engineer for Supervision of Construction of 6-lane access controlled Greenfield highway from km 72+000 to km 150+000 of Deogarh (near Dhandhaniya) to Rajasthan/Gujarat Border section of NH-754K as a part of Amritsar-Jamnagar Economic Corridor in the State of Rajasthan on EPC mode under Bharatmala Pariyojana (Phase-I) [AJ/Construction Supervision/Package-7]
7 Consultancy Services for Authority's Engineer for Supervision of Construction of 8-lane access controlled Greenfield Delhi - Vadodara Expressway (NH-148N) starting at Junction with MDR-1 (Baonli-Jhalai road) to Major Bridge on Mej River (Ch. 247.310 to Ch.331.030)in the State of Rajasthan on EPC mode under Bharatmala Pariyojana [Delhi-Vadodara/NH-148N/AE/Pkg4]
8 Independent Engineer services for O&M Period for "the work of 4-laning of Kotwa - Mehsi- Muzaffarpur Section from km 440.00 to km 520.00 (Total Length 80.00 Km) of NH 28 in the State of Bihar
9 Consultancy Services for Authority's Engineer for Supervision of Construction of 6-lane access- controlled Greenfield highway from km 4+888 to km 67+000 of Rajasthan/Gujarat Border to Santalpur section of NH-754K as a part of Amritsar-Jamnagar Economic Corridor in the State of Gujarat on EPC mode under Bharatmala Pariyojana (Phase-I) [AJ/Construction Supervision/Package-9]

DEPOSITS

The Company has not accepted any deposits during the year.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required under the Listing Regulations formsan integral part of this report and is presented separately. It gives details of theoverall industry structure economic developments performance and state of affairs ofyour Company's and their adequacy risk management systems and other materialdevelopments during the Financial Year 2020-21.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointments

Mrs. Jayashree P Dandawate (DIN: 02852334) Executive Director of the company isliable to retire by rotation at the forthcoming Annual General Meeting and beingeligible offers herself for re-appointment pursuant to Section 152 of the Act. Your Boardof Directors recommend her re-appointment.

Further during the year under review the non-executive director of the company had notransactions with the company even the payment of sitting fees commission andreimbursement of expenses incurred by them for the purpose of attending meetings of theBoard/Committee of the Company.

Appointment and Re-appointment of Directors

As on March 31 2021 the Board consisted of Non-Executive Director ExecutiveDirector(s) and Non-Executive Independent Directors. The Board is well diversified andconsists of one Women Director as well. Hence the composition of the Board is inaccordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBIListing Regulations with an appropriate combination of Non-Executive Directors andIndependent Directors.

CHANGES DURING THE YEAR

Your Company has appointed Mr. Raja Mukherjee as CEO - Highways & Transportation asKey Managerial Personnel of the Company w.e.f. March 15 2021.

Mr. Milind Kulkarni (DIN:6951448) has tendered his resignation from the office ofWhole Time/Executive Director for personal reasons. His resignation was accepted by theBoard of Directors at their meeting held on April 7 2021.

Section 152 of the Act provides that unless the Articles of Association provide forretirement of all directors at every Annual General Meeting ("AGM”) not lessthan two-third of the total number of directors of a public company (excluding theIndependent Directors) shall be persons whose period of office is liable to determinationby retirement of directors by rotation of which one-third are liable to retire byrotation. Accordingly Mrs. Jayashree P Dandawate (DIN: 02852334) Executive Director ofthe Company retires by rotation at the ensuing AGM and being eligible offers herselffor re-appointment. A Profile of Mrs. Dandawate as required by Regulation 36(3) of theLODR is given in the Notice convening the forthcoming AGM.

Ms. Tanvi Auti Managing Director Mrs. Jayashree Dandawate Executive Director Mr. P.B. Dandawate Non-Executive Director Mr. Sandeep Dandawate Executive Director Mr.Sudhir

Arjun Shringare Non-Executive Independent Director Ms. Shaila Patil Non-ExecutiveIndependent Director Mr. Dhanyakumar Mahamuni Non-Executive Independent Director and Mr.Snehal Patil Chief Financial Officer and Ms. Isha Kulkarni Company Secretary are the KeyManagerial Personnel of the Company within the meaning of sections 2(51) and 203 of theAct read together with the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 as on March 312021.

The complete list of Directors along with the KMPs of the Company has been provided aspart of the Annual Report.

During the year there were no changes in the Directors/Key Managerial Personnel of theCompany other than reported above.

Declaration by Independent Directors

All Independent Directors have submitted the declaration of independence pursuant tothe provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI ListingRegulations stating that they meet the criteria of independence as provided in Section149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations and they arenot aware of any circumstance or situation which exist or may be reasonably anticipatedthat could impair or impact his/her ability to discharge his/ her duties with an objectiveindependent judgment and without any external influence.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors)Rules 2014 all the Independent Directors ("IDD”) of the Company is being inthe process to register themselves with the India Institute of Corporate Affairs (IICA)Manesar to include their names in the databank of Independent Directors within thestatutory timeline. They have also confirmed that they will appear for the onlineproficiency test within a period of one year wherever applicable.

Further there has been no change in the circumstances affecting their status as IDDsof the Company.

Declaration by the Company

None of the Directors of the Company are disqualified from being appointed as Directorsas specified in Section 164(2) of the Act read with Rule 14 of Companies (Appointment andQualifications of Directors) Rules 2014.

MANAGING DIRECTOR/DIRECTOR AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE

In terms of the SEBI LODR Regulations the certificate as prescribed in Part B ofSchedule II of the said Regulations has been obtained from Managing Director & ChiefFinancial Officer for the Financial Year 2020-21 with regard to the Financial Statementsand other matters. The said Certificate forms part of this Report.

CONSTITUTION OF COMMITTEES AUDIT COMMITTEE

The Company has constituted an Audit Committee in accordance with Section 177(1) of theCompanies Act 2013 the details of which have been provided in the Corporate GovernanceReport forming part of this Annual Report. There has been no instance where the Board ofDirectors had not accepted any recommendation of the Audit Committee.

NOMINATION & REMUNERATION COMMITTEE

The Company has constituted a 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 a Stakeholder relationship 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.

The Committee looks into the grievances of the Shareholders related to transfer ofshares payment of dividend and non-receipt of annual report and recommends measures forexpeditious and effective investor service etc.

The Company has duly appointed Share Transfer Agent (R&T Agent) for servicing theshareholders holding shares in physical or dematerialised form. All requests fordematerialisation of shares are likewise processed and confirmations thereof arecommunicated to the investors within the prescribed time.

During the year under review no Investor complaints were pending.

DIRECTORS' 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) the directors had prepared the annual accounts on a going concern basis;

(v) 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

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

EMPLOYEE STOCK OPTION SCHEME

Your Company has an Employee Stock Option Plans namely DCPL - Employees Stock OptionPlan 2018 for granting Stock Options to employees. The Company is in a process to updatecertain terms of the said ESOP Scheme by adopting the revised scheme i.e. DCPL - EmployeesStock Option Plan 2021 to bring in line with the existing market scenario.

During the year under report no employee has been granted stock options equal to orexceeding 1% of the issued capital (excluding outstanding warrants and conversions) ofyour Company.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review which required thestatutory auditors to report to the Audit Committee and / or Board under section 143(12)of the Act and rules framed thereunder.

MATERIAL SUBSIDIARY

There are no material subsidiaries of the Company.

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 31stMarch 2021 as 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.

MAJOR EVENTS OCCURRED DURING THE YEAR

MATERIAL CHANGES FROM END OF FINANCIAL YEAR TILL DATE OF REPORT

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of this report.

CHANGE IN NATURE OF BUSINESS

The Company has not undergone any change in the nature of business during the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year there are no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and the Company's operations.

LISTING FEES

Equity Shares of your Company are listed on BSE Limited. Your Company has paid therequired listing fees to the Stock Exchange.

FAMILIARIZATION/ ORIENTATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors attend a Familiarization / Orientation Program on beinginducted into the Board. The Company issues a formal letter of appointment to theIndependent Directors outlining their role function duties and responsibilities. Thedetails of Familiarization Program are provided in the Corporate Governance Report and arealso available on the Company's website at https://www.dhruvconsultancv.in

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.

NUMBER OF MEETINGS OF THE BOARD

There were 6 (Six) meetings of the Board held during the year specifically on July 292020 September 23 2020 October 19 2020 November 13 2020 December 24 2020 and March15 2021. The maximum time gap between any two meetings did not exceed the prescribedperiod of one hundred twenty days. The particulars of directors present at various Boardand Committee meetings are given in the said Report.

COMPLIANCE WITH SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand such systems are adequate and operating effectively. During the year under review theCompany was in compliance with the Secretarial Standards (SS) i.e. SS-1 and SS- 2relating to "Meetings of the Board of Directors” and "GeneralMeetings” respectively.

Implementation of corporate action

During the year under review the Company has not failed to implement any CorporateActions within the specified time limit.

AUDIT COMMITTEE RECOMMENDATIONS

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

CORPORATE GOVERNANCE

Your Company is in compliance with all the applicable provisions of CorporateGovernance as stipulated under Chapter IV of the Listing Regulations. A separate sectionon Corporate Governance as required under the Listing Regulations forms a part of ourReport. A certificate has been received from the Secretarial Auditor of the Companyregarding compliance of requirements of Corporate Governance as stipulated under the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

AUDITORS

STATUTORY AUDITORS

The Company had appointed M/s. Mittal And Associates Chartered Accountants Mumbai[Firm Registration No. : 106456W] as their Statutory Auditors of the Company to holdoffice for a term of 5 years from the conclusion of 15th Annual General Meetinguntil the 20th Annual General Meeting of the Company subject to ratification oftheir appointment by shareholders every year.

The Company has received a certificate from Mittal and Associates confirming that theyare not disqualified from continuing as statutory auditors of the Company.

Pursuant to the amendment to Section 139 of the Act effective from May 07 2018ratification by shareholders every year for the appointment of Statutory Auditors is nolonger required and accordingly the Notice of ensuing 18th AGM does not include theproposal for seeking shareholders' approval for ratification of Statutory Auditorsappointment.

The Auditors' Report to the Members for the year under review is unmodified and doesnot contain any qualification reservation or adverse remark. The Notes to the Accountsreferred to in the Auditors' Report are self-explanatory and therefore do not call for anyfurther clarifications under Section 134(3)(f) of the Act.

INTERNAL AUDITOR

Internal Audit for the year ended March 31 2021 was carried out and Internal Auditreports at periodic intervals as statutorily required were placed before the AuditCommittee.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Act are not applicable for the business activitiescarried out by the Company.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules madethereunder the Company has appointed Mr. Atul V. Kulkarni of Atul Kulkarni &Associates Company Secretaries bearing Cp No. 8392 as secretarial auditors for theCompany. The secretarial audit report for the Financial Year ended 31st March2021 is annexed. There were no qualifications reservation or adverse remarks made in thesecretarial audit report.

PREVENTION OF SEXUAL HARASSMENT 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 mechanisms 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 contributions towards CSR activities as per the Policy.

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: https://www.dhruvconsultancv.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 workplace 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 which provides formal mechanism to thedirectors and employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct or Ethics Policy. Stayingtrue to our core values of Strength Performance and Passion and in line with our visionof being one of the most respected companies in India the Company is committed to thehigh standards of Corporate Governance and Stakeholder Responsibility. The said Policyensures that strict confidentiality is maintained in respect of whistle blowers whilstdealing with concerns and also specified that no discrimination will be meted out to anyperson for a genuinely raised concern. The Policy on Vigil Mechanism/Whistle BlowerMechanism may be accessed through the website of the Company viz. www.dhruvconsultancy.in

PERFORMANCE OF JOINT VENTURE/CONSORTIUM

During the year under review there are no subsidiary Companies/LLP and/or which areAssociates of the Company.

Pursuant to the provisions of Section 129(3) of the Act a statement containing thesalient features of financial statements of the Company's consortiums/joint ventures inForm No. AOC-1 is attached to the financial statements of the Company.

STATUTORY DISCLOSURES

A statement containing salient features of the financial statement of the consortiumcompanies in the prescribed are annexed to this Report. The audited financial statementsof the 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 2020-21 is attached to the Balance Sheet.

Pursuant to Sections 134(3)(a) and 92(3) of the Act read with Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return in e-form MGT-7 may beaccessed on the Company's website at the web link www.dhruvconsultancy.in.

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 ofthe 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 operatingprocedures which also covers adherence to the Company's Policies for safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof accounting records and timely preparation of reliable financial disclosures. TheCompany's internal financial control system is commensurate with its size scale andcomplexities of its operations.

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

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“forward-looking statements” within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.Important factors that could make a 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 & APPRECIATION

The Board sincerely thanks the Ministry of Corporate Affairs BSE Limited Securitiesand Exchange Board of India Reserve Bank of India and various government agencies fortheir continued support cooperation and advice.

The Board expresses sincere thanks to all its consultants bankers vendors auditorslawyers for their continued partnership and confidence in the Company.

The Board members also wish to place on record their appreciation for the dedicationand contribution made by the KMP's and look forward for their support in future as well.The Board members are also deeply touched by the efforts sincerity and loyalty displayedby the Directors and KMPs during the COVID-19 pandemic and without whom the sustainabilityor growth of the Company is unattainable.

Further the Board expresses its gratitude to you as Shareholders for the confidencereposed in the management of the Company.

ON BEHALF OF THE BOARD OF DIRECTORS FOR DHRUV CONSULTANCY SERVICES LIMITED

PLACE: NAVI MUMBAI TANVI DANDAWATE MANAGING DIRECTOR SANDEEPDANDAWATE DIRECTOR
DATE : AUGUST 9 2021 DIN:07618878 DIN:01779289

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