Your Company's Directors are pleased to present the 27th Annual Report of the Companyalong with Audited Accounts for the Financial Year ended 31st March 2019.
The Company's financial performance for the year ended 31st March 2019 is summarizedbelow. Segment wise reporting as per Accounting Standards AS-17 is not applicable to yourCompany since your Company is engaged in the activity of single segment only.
|Particulars ||Year ended 31.03.2019 ||Year ended 31.03.2018 |
| ||(In Rs) ||(In Rs) |
|Revenue from operations ||- ||181744 |
|Other income ||81300 ||- |
|Profit/(Loss) before Depreciation ||- ||- |
|Depreciation ||- ||- |
|Net Profit/(Loss) before Provision for Tax ||(999108) ||(1461816) |
|Deferred Tax (net) ||- ||- |
|Profit after Tax ||(999108) ||(1461816) |
|Other Comprehensive Income ||- ||- |
|Total Comprehensive Income ||- ||- |
|Transfer to reserves if any ||- ||- |
|Earnings per share ||- ||- |
|Basic & Diluted ||(0.33) ||(0.49) |
|Your Directors recommend the following appropriations:- ||- ||- |
|Proposed Dividend ||- ||- |
|Dividend Distribution Tax ||- ||- |
|Transfer to general Reserve ||- ||- |
STATE OF COMPANY'S AFFAIRS
The fiscal year 2018-19 continued to be subdued for property development business.Therewere continued challenges and uncertainties in the Real Estate business with high interestrates and negative customer sentiments. Demonetization GST and RERA ACT has considerablyslowed down the Industry. The Management and Directors will review business plan and takenecessary action in the best interest of the Company and its stake holders.
EXTRACT OF ANNUAL RETURN
As per the Companies Act 2013 the details of extract of Annual Return which formspart of this report is posted on the Company's website www.dhdlindia.com
NUMBER OF MEETINGS OF THE BOARD
During the year 06 (Six) meetings of the Board of Directors were held. The details ofthe meetings are furnished in the Corporate Governance Report which is attached to thisreport. In respect of all such meetings proper notices were given and the proceedings wereproperly recorded and signed in the minutes book maintained for the purpose.Theintervening gap between any two meetings was within the period prescribed under thecompanies Act 2013.
To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection134 (5) of the Companies Act 2013
i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
ii. the Directors have 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 as at 31st March 2019 and of the profitof the Company for the year ended on that date;
iii. the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Directors have prepared the annual accounts on a going concern basis;
v. the Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively;
vi. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL AND CHANGES
The Board of Directors of the company comprises of a Whole Time Director and FourNon-Executive Directors including Two Independent Directors one Women Director.
The Companies Act 2013 provides for the appointment of Independent Directors.Sub-section (10) of Section 149 of the Companies Act 2013 provides that IndependentDirectors shall hold office for a term of up to five consecutive years on the Board of acompany; and shall be eligible for re-appointment on passing a Special resolution by theshareholders of the Company. Accordingly the Independent Director Mr. Zakir HussainMunavar (DIN-07936297) was appointed by the Board of Directors on 13th June2019 and the Board seeks approval of the shareholders to appoint him as IndependentDirector for a period of 5 years as per SEBI (LODR) 2015 and not liable to retire byrotation. Mr. Gautham Chand Independent director resigned from the company with effectfrom 14th March 2019 and Mr. Prakash Chand Pramod Independent directorresigned from the company with effect from 13th June 2019.
Further in terms of section 203 of the Companies Act 2013 and read Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 every listed companyshall have Whole-time Key Managerial Personnel.
Mr. Padam Dugar acts as the Whole Time Director and he is appointed as Chief FinancialOfficer at the Board meeting held on 24th April 2019.
Mr. Chandrasekaran is the Company Secretary of the Company.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149(7) of the Companies Act 2013 and Regulation 17 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
In accordance with the provisions of the Companies Act 2013 a separate meeting of theIndependent Directors of the Company was held on 15th February 2019.
APPOINTMENT AND REMUNERATION POLICY
The Company's policy on Directors appointment and remuneration and other Report whichis attached to this report as Annexure 3
At the Annual General Meeting of the Company held on September 29 2014 M/s. M.Krishnakumar & Associates Chartered Accountants (Registration No. R.No.006853S)were appointed as the Statutory Auditors of the Company for a period of 5 years concludingat this AGM. Since the term of 5 years expires at this meeting the Auditors retire atthis meeting and are not eligible for re-appointment in terms of Section 139 of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014. At the 27thAnnugal General Meeting of the Company M N & Associates Chartered Accountants(Registration No. FRN 018167S) as the statutory auditors of the Company for a period of 5years i.e. till the conclusion of 32nd Annual General Meeting in plance of the retiringauditors.
COST AUDITOR AND MAINTAINENCE OF COST RECORDS
The business activity of the Company is not covered under rule 3 of The Companies (CostRecords and Audit) Rules 2014. Accordingly the maintenance of cost records under section148(1) of the Companies Act 2013 is not applicable
The Board has appointed Ms. Aishwarya. N Company Secretary in Practice to conductSecretarial Audit for the Financial Year 2018-2019.The Secretarial Audit Report for theFinancial Year 2018-2019 is attached as Annexure2 to this report.
EXPLANATION OF BOARD ON QUALIFICATION OF STATUTORY AUDITORS & SECRETARIAL AUDITORIF ANY
During the year ended 31st March 2019 there was no qualification reservation oradverse remark made by the statutory auditor on the financial statements of the companyand by the Practicing Company Secretary in their respective reports.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
During the year 2018-19 the Company has not given any loan guarantee and/or providedany security in connection with the loan to any person/body corporate except the loans tothe parties covered in the register maintained under Section 189 of the Companies Act2013.
RELATED PARTY TRANSACTIONS
The related party transactions entered into with related parties are on arm's lengthbasis and in compliance with the applicable provisions of the companies act and thelisting agreement. There are no materially significant related party transactions made bythe company with promoters directors or key managerial personnel etc. which may havepotential conflict of interest with the interest of the company at large.
DIVIDEND AND TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT2013
No Dividend was declared for the current financial year in view of loss. For thefinancial year ended 31st March 2019 the Company has not proposed to carry any amount toGeneral Reserve Account as per Companies Act 2013.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT
Your Directors report under Section 134(3)(l) of the Companies Act 2013 that therehave been no material changes and/ or commitments incurred in the period from 31st March2019 till the date of drafting of this Directors' Report which have material effect onthe Financial position of the Company.
CHANGE OF NATURE OF BUSINESS IF ANY
There was no change in the nature of business of the Company during the year ended 31stMarch 2019
CONSERVATION OF ENERGY TECHNOLOY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company does not carry on any manufacturing activity and accordingly the provisionto furnish information as per Section134 of the Companies Act 2013 read with Rule8(3) ofthe Companies (Accounts) Rules 2014 particulars relating to Conservation of energyResearch and Development and Technology Absorption is not applicable.
There were no foreign exchange earnings and outgo during the period under report.
CORPORATE SOCIAL RESPONSIBILITY
The Company does not meet the criteria laid down in Section 135 of the Companies Act2013 read with Companies (Corporate Social Responsibility Policy) Rules 2014 hence thereis no requirement of constituting Corporate Social Responsibility Committee.
Pursuant to the provisions of Section 134 of the Companies Act 2013 read with ScheduleIV of the Act and also in line with Regulation 25 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Independent Directors of the Company met on15th February 2019 without the attendance of Non-Independent Directors and Members ofManagement and reviewed the performance of Non-Independent Directors and the Board as awhole. They also reviewed the performance of the Chairperson. Evaluation of the Board wascarried out through a structured evaluation process covering various aspects of theBoard's functioning such as composition of the Board & Committees competenciesduties and responsibilities attendance value of contribution made to the Company'sprogress etc.
SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANY
The Company does not have any Subsidiary Joint Ventures or Associate Company. Hencethe requirement of presenting the consolidated financial statements in Annual Report isnot applicable.
During the year under review your company did not accept any deposits within themeaning of provisions of Chapter V Acceptance of Deposits by the Companies Act 2013 readwith the Companies (Acceptance of Deposits) Rules 2014.
INTERNAL FINANCIAL CONTROLS
The details of the Internal Control system and their adequacy are provided in theManagement Discussion and Analysis Report which forms part of this report.
During the year the Audit Committee has been reconstituted and it comprises of SyedMunnawar Hussian as Chairman Zakir Hussain Munavar and Tikamchand Rakhi as members. Moredetails on the Audit Committee are given in the Corporate Governance Report.
Pursuant to the provisions of Section 177 (9) of the Companies Act 2013 read with theRule 7 of the Companies (Meetings of Board and its powers) Rules 2014 and Regulation 22of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Companyhas established a vigil mechanism for its directors and employees to report theirgrievances or genuine concerns about unethical behaviour actual or suspected fraud orviolation of the Company's code of conduct.
In order to prevent fraudulent activities and also to ensure a corruption free workenvironment a detailed Whistle Blower policy has been laid down by the Board. Briefdetails of the Whistle Blower policy are given in the Corporate Governance Report.
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES
Details pursuant to Section197(12) of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of thisreport and are annexed here with as Annexure4
No employees of the company drawing remuneration in excess of the limit specified underRule.5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014
A Report on Corporate Governance as stipulated under Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of this AnnualReport. The requisite certificate from a Practicing Company Secretary confirmingcompliance with the conditions of Corporate Governance as required under the aboveRegulation is attached to this Report.
PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS:
The Board constantly evaluates the contribution of the members and periodically updateswith the shareholders about their reappointment in consistent with applicable laws.One ofthe key functions of the Board is to monitor and review the Board evaluation framework.Theevaluation criterion for performance evaluation of independent directors has been laiddown by the Nomination Committee and the same is annexed to the Annual Report.
The Independent Directors attend a familiarisation program on being inducted into theBoard. The details of familiarisation programme are provided in the Corporate GovernanceReport and also available on the website of the Company. www.dhdlindia.com
SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS / COURTS
During the year under review there were no significant or material orders passed bythe regulators or courts or tribunals impacting the going concern status and Company'soperations in future. The Trading of shares was suspended by BSE due to Non Complianceduring 2016-17 BSE has revoked the suspension and shares are now available for trading.
PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE
The Company is committed to provide a safe and conducive work environment to itsemployees. Your Directors further state that during the year under review there were nocases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
COMPLIANCE WITH SECRETARIAL STANDARDS
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 that such systems are adequate and operating effectively.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion & Analysis Report for the year under review as stipulatedunder Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is attached along with this report.
DEMATERIALIZATION OF EQUITY SHARES
As at 31st March 2019 1274600 equity shares representing 42.49% of the paid-up sharecapital of the Company have been dematerialized. The shareholders holding shares inphysical form are advised to dematerialize their equity shares to avoid the risksassociated with holding the share certificates in physical form.
ISSUE OF SHARES
The Company has not issued and allotted any kinds of securities during the year.
APPRECIATIONS AND ACKNOWLEDGMENTS
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from all the stakeholders during the year under review.
| ||Sd/- ||Sd/- |
| ||N.Tarachand Dugar ||T.Padam Dugar |
| ||Director ||Whole-time Director |
| ||(DIN-01740608) ||(DIN- 01735878 |
|Place : Chennai || || |
|Date : 31.08.2019 || || |