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Dhruv Estates Ltd.

BSE: 507886 Sector: Infrastructure
NSE: N.A. ISIN Code: INE780E01011
BSE 00:00 | 15 Jan 26.50 0
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NSE 05:30 | 01 Jan Dhruv Estates Ltd
OPEN 26.50
PREVIOUS CLOSE 26.50
VOLUME 1
52-Week high 29.40
52-Week low 26.50
P/E
Mkt Cap.(Rs cr) 3
Buy Price 26.50
Buy Qty 82.00
Sell Price 25.70
Sell Qty 14.00
OPEN 26.50
CLOSE 26.50
VOLUME 1
52-Week high 29.40
52-Week low 26.50
P/E
Mkt Cap.(Rs cr) 3
Buy Price 26.50
Buy Qty 82.00
Sell Price 25.70
Sell Qty 14.00

Dhruv Estates Ltd. (DHRUVESTATES) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 34th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2018

1. Financial summary:

Particulars 2017-2018 (Rs.) 2016-17 (Rs.)
Profit/(Loss) for the year before Depreciation 249552 176130
Less: Depreciation 0 0
ProfiV(Loss) for the year before taxation 249552 176130
Less: Provision for taxation 40000 35000
Profit/(Loss) after taxation 209552 141130
Add: Balance as per last B/S. 5112389 4971259
Profit/(Loss) available for appropriation 5321941 5112389
Balance carried to B/S 5321941 5112389

2. Company's working during the year: The Company is struggling to meet with themandatory listing fees and costs in view of there being no business activity. Landdevelopment at Zanjaroli is held up due to lack of infrastructure surroundingsdevelopment and dispute. The change in prospect of the Company in near future isunlikely.

3. Dividend: The Directors are unable to recommend any dividend for the year.

4. Reserves: Surplus in the Statement of Profit and Loss account has been carried toBalance Sheet.

5. Directors and Key Managerial Personnel: Mr. Sanjay Kishore Kanungo (DIN: 00568508)Director retires by rotation atthe forthcoming Annual General Meeting and being eligibleoffers himself for reappointment.

6. Particulars of Employees: There are no Employees and ther fore none of the employeesof the Company were in receipt of remuneration in excess of the limits mentioned in Rule 5of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

7. Meetings of the Board: During the year five Board Meetings were held. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

8. Board Evaluation: There being no business this year and annual evaluation of its ownperformance pursuant to the provisions of the Companies Act 2013 is brief. The paid-upcapital of the Company does not exceed Rs. 10 crores and also the net worth of the Companyhas never been Rs. 25 crores or more at any time in the history of the Company CorporateGovernance is not applicable to the Company.

9. Declaration by Independent Directors: The Company has received declarations from theIndependent Directors that they meet the cfiteria of independence as provided insub-section (6) of Section 149 of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations2015.

10. Remuneration Policy: For the reasons stated earlier the requirement and formationof a recommendation of the Nomination & Remuneration Committee is at presentredundant as there are no employees and nor are any directors drawing any remuneration.

11. Auditors: The Auditors' Report does not contain any qualifications. The statutoryAuditors M/s. Sujoy P Mehta & Associates Chartered Accountants Mumbai (RegistrationNo. 138588W) have been appointed to hold office till the conclusion of the 38th AnnualGeneral Meeting. As per notification dated 7th May 2018 issued by Ministry of CorporateAffairs Company is no longer required to ratify the appointment of auditors.

12. Secretarial Audit Report: In terms of Section 204 of the Act and Rules made thereunder M/s. A. U Thakurdesai & Co. Practicing Company Secretaries were appointed asSecretarial Auditors of the Company to conduct audit for the year 2017-18. The report ofthe Secretarial Auditors is enclosed as Annexure II to this report.

The Company is unable to find a qualified Company Secretary due to lack of inclinationshown by candidates citing reasons of lack of incentive and job satisfaction owing toinsignificant business operations coupled with the insufficient financial capacity of thecompany to pay according to their qualifications.

13. Internal Audit & Controls: M/s Pankaj B Mehta & Associates CharteredAccountants were appointed as Internal Auditors of the Company for FY 2017-18.

14. Vigil Mechanism: There are no employees presently in the employment of the companyand there are hardly any business operations. In view of these circumstances There appearsno need for a vigil mechanism. As and when the Company's business operations commence aVigil Mechanism will be established for directors and employees to report genuineconcerns as required under Section 177(9) & (10) of the Companies Act 2013.

15. Risk management policy: The Company in the last two decades has not had anysignificant working/operations which is clearly evidenced in the financial statements.The management is considering liquidating the land at Zanzaroli Palghar on as is where isbasis.

16. Extract Of Annual Return: As required pursuant to section 92(3) of the CompaniesAct 2013 and rule 12(1) of the Companies (Management and Administration) Rules 2014 anextract of annual return in MGT 9 forms a part of this Annual Report as ANNEXURE I.

17. Material changes and commitments affecting the financial position of the company:There were no material changes in the financial position of the Company which haveoccurred between the end of the financial year of the company to which the financialstatements relate and the date of the report.

18. Details of adequacy of internal financial controls with reference to the FinancialStatements: The Company has internal financial controls which are adequate for ensuringthe orderly and efficient conduct of the business including adherence to the Company'spolicies the safe guarding of assets the prevention and detection of frauds and errorsthe accuracy and completeness of accounting records and timely preparation of reliablefinancial information.

19. Deposits: During the year under review the Company has not accepted any deposits.

20. Particulars of loans guarantees or investments: During the year under review theCompany has neither made any loans or investments nor given any guarantees given under theprovisions of Section 186 of Companies Act 2013.

21. Particulars of contracts or arrangements with related parties: There are nocontracts or arrangements entered into with related parties referred to in Section 188(1)of Companies Act 2013.

22. Disclosure Under The Sexual Harassment Of Women At Workplace (PreventionProhibition And Redressal) Act 2013: Since the Company is not having any employees and nowomen employee on its payroll as on date the Company has not framed any policy forprevention of Sexual Harassment of Women at Workplace.

23. Conservation of energy technology absorption and foreign exchange earnings andoutgo:

a) The disclosure pursuant to Section 134 (3) (m) of the Companies Act 2013 read withthe Rule 8 of The Companies (Accounts) Rules 2014 in terms of Conservation of Energy andTechnology Absorption is not required to be given considering the nature of Company'sbusiness.

b) Foreign Exchange Earnings and Expenditure: NIL

24. Human Resources: The Company has no employees since 1st July 2015.

25. Directors' Responsibility Statement: The Board of Directors confirms that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) 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 that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of The Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

26. Transfer of Amounts to Investor Education and Protection Fund: Your Company did nothave any funds lying unpaid or unclaimed for a period of seven years. Therefore therewere no funds which were required to be transferred to Investor Education and ProtectionFund (IEPF).

27. Listing With Stock Exchanges: The Company confirms that it has paid the AnnualListing Fees for the year 2018-2019 to BSE Limited where the Company's Shares are listed.

28. Acknowledgements: The Board place on record its appreciation for the support andco-operation your Company has been receiving from its investors customers vendorsbankers financial institutions business associates Regulatory authorities and StockExchanges.

For and on behalf of the Board Of Directors

Sd/-

SANJAY KANUNGO

Managing Director

(DIN: 00568508)

Place: Mumbai

Date : 18th April 2018