To
The Members of
DHANUKA REALTY LIMITED
Your Directors have immense pleasure in presenting the 16th Annual
Report on the business and operations of your Company together with the Audited Standalone
and consolidated financial statement and the Auditors? Report for the financial year
ended
31st March, 2023.
FINANCIAL HIGHLIGHTS
The Company?s financial performance, for the financial year ended
March 31, 2023 and its comparison with previous year is summarized below:
(Rs. In ?00)
|
Standalone |
|
Consolidated |
|
| Particulars |
2022-2023 |
2021-2022 |
2022-2023 |
2021-2022 |
| Revenue from Operations |
2,21,180 |
2,56,432 |
2,21,180 |
3,54,262 |
| Other Income |
3,361 |
435 |
1,50,421 |
1,41,086 |
| Total Revenues |
2,24,541 |
2,56,867 |
3,71,601 |
4,95,348 |
| Cost of Material consumed |
2,41,513 |
1,99,860 |
2,45,129 |
2,20,483 |
| Purchase of Stock in Trade |
- |
- |
- |
- |
| Changes in inventories of finished goods work in progress and
stock in trade |
(18,730) |
(1,60,586) |
(18,730) |
67,257 |
| Employee benefits expense |
47,937 |
46,294 |
55,888 |
46,294 |
| Finance cost |
1,05,016 |
1,27,602 |
1,05,358 |
1,28,439 |
| Depreciation and amortization |
832 |
1,111 |
10,401 |
10,679 |
REVIEW OF BUSINESS OPERATIONS
Your Company is a real estate development and construction company
primarily focusing on development of residential apartments in Jaipur.
Your Company?s Standalone total Profit after tax for the current
financial year 2022-23 is Rs. (151.39) lakhs (profit after tax for the previous financial
year is Rs. 10.79 lakhs).
STATE OF COMPANY?S AFFAIRS AND FUTURE OUTLOOK
Your Directors are optimistic about company?s business and hopeful
of better performance with increased revenue in the coming year. There was no change in
the nature of business of Company during the year.
Both Subsidiary companies i.e. Triveni Kripa Buildhome Private limited
and Dhanuka Affordable Housing Private limited are real estate development and
Construction Company. Further details of the subsidiaries is enclosed in Annexure-I.
Triveni Kripa Buildhome Private limited Profit after tax for the
current financial year 2022-23 is Rs. 68.38 lakhs.
Dhanuka Affordable Housing Private Limited Profit after tax for the
current financial year 2022-23 is Rs. (0.52) lakhs
DIVIDEND
ANNUAL REPORT 2022-2023
The Board of Directors of your company, after considering holistically
the relevant circumstances has decided that it would be prudent, not to recommend any
Dividend for the year under review and retain the profits of the Company for its future
growth.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND
Since there was no unpaid/unclaimed Dividend declared and paid last
year, the provisions of Section 125 of the Companies Act, 2013 do not apply.
AMOUNT TRANSFERRED TO RESERVE
Your Company transferred Profit of Rs. (151.39) lakhs to the Reserve
for the year under review.
SHARE CAPITAL
The Authorized Share Capital of the Company is Rs. 8,00,00,000/-(Rupees
Eight Crores only) divided into 80,00,000 (Eighty lakhs)equity shares of Rs. 10 each.
The Issued, Subscribed and Paid Up Capital of the Company as on March
31, 2023 was Rs. 7,74,00,400/-.
a) Issue of equity shares with differential rights
Your Company has not issued equity shares with differential rights for
the financial year 2022-23 and therefore details as provided in rule 4(4) of Companies
(Share Capital and Debentures) Rules, 2014 is not applicable on the company.
b) Issue of sweat equity shares
Your Company has not issued sweat equity shares for the financial year
2022-23 and therefore details as provided in rule 8 (13) of Companies (Share Capital and
Debentures) Rules, 2014 is not applicable on the Company.
c) Issue of employee stock
Your Company has not issued employee stock option for the financial
year 2022-23 and therefore details as provided in rule 12 (9) of Companies (Share Capital
and Debentures) Rules, 2014 is not applicable on the Company d) Provision of money by
company for purchase of its own shares by employees or by Trustees for the benefit of
employees: N.A.
The Company as no other type of securities except equity shares forming
part of paid up capital.
DEPOSITORY PARTICIPANT
Your Company?s equity shares are available for dematerialization
through National Securities Depository Limited and Central Depository Services India
Limited.
LISTING ON STOCK EXCHANGE
Dhanuka Realty Limited got its shares listed on the SME Platform of NSE
i.e. NSE Emerge on October 18, 2016. The listing fees have been duly paid to the exchange
for the financial year 2022-23.
APPOINTMENT/RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the Financial Year 2022-2023, Mr. Vimal Chand Jain (DIN:
00295667), Independent Director resign from the directorship of the company w.e.f. 22nd
June 2022.
During the Financial Year 2022-2023, Mr. Aditya Malpani (DIN: 06428810)
was appointed as Additional Executive Director of the company w.e.f. 31st
August, 2022.
During the Financial Year 2022-23, Mrs. Shraddha Jain (DIN: - 03042981)
was appointed as Non-executive Independent Director of the company w.e.f. 10th
October, 2022.
During the Financial Year 2022-2023, Mr. Aditya Malpani (DIN:06428810)
was appointed as Chief Financial Officer of the company w.e.f. 10th October,
2022.
During the Financial Year 2022-23, Mrs. Priti Dhanuka (DIN: 08653122)
resigned from the post of Director and Chief Financial Officer of the company w.e.f. 10th
October, 2022.
During the Financial Year 2022-23, Mr. Jaideep Singh (DIN:09028411)
resigned from the post of Non-executive Director w.e.f. 28th February, 2023.
During the Financial Year 2022-23, Mr. Pushpendra
Singh (DIN:07159002) was appointed as additional Non-executive Director
of the company w.e.f. 28th February, 2023.
Mr. Pushpendra Singh (DIN:07159002) resigned from the post of
additional Non-executive Director on 30/05/2023.
Mr. Siraj Mirza (DIN:09195191) resigned from the post of Non-executive
Director on 11/08/2023.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of
SEBI (Listing Obligations and Disclosure Requirements), 2015, the company has vigil
mechanism in the form of Whistle Blower Policy for their Directors and employees to report
genuine concerns or grievances to deal with instances of fraud or mismanagement.
POLICY RELATED TO THE APPOINTMENT OF DIRECTORS AND OTHER RELATED
MATTER
Company has a policy for the appointment of Directors? which is
managed by the Nomination and Remuneration Committee as per the provisions of Section 178
of the Companies Act, 2013.
The Committee has specified criteria for determining qualifications,
positive attributes and other matter for the specific post on which appointments are made
and shall be made in future on the board of the Company.
We affirm that the remuneration paid to the Director?s is as per
the terms laid out in the nomination and remuneration policy of the Company
DECLARATION BY THE INDEPENDENT DIRECTORS
During the year under review, the Company has received necessary
declaration from each Independent Director under Section 149(7) of the Companies Act,
2013, that he / she meets the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 and under Rule 6(3) of The Companies (Appointment and Qualifications
of Directors) Rules, 2014 that they are in compliance of sub-rule (1) and sub-rule (2) of
Rule 6 of The Companies (Appointment and Qualifications of Directors) Rules, 2014.
In the opinion of the Board the Independent Director appointed during
the year under review possess relevant integrity, expertise and experience (including the
proficiency).
COMMITTEE FORMED
Company has the following committees:
a) Audit Committee b) Stakeholders Relationships Committee c)
Nomination and Remuneration Committee
The details of all the Committees of the Board along with their
composition and meetings held during the year are as under:
1. AUDIT COMMITTEE
Composition
The Company has constituted an Audit Committee and the constitution of
Audit Committee is as per requirement of section 177 of the Companies Act, 2013 and the
Committee act in accordance with the terms of reference as specified in section 177 of the
Companies Act, 2013 and any other regulatory provisions.
As on 31.03.2023, the Audit Committee comprises of two Non-Executive
Independent Directors viz. Mr. Dheeraj Borad (Chairman) & Mrs. Shraddha Jain (Member),
and one Executive Director Mr. Aditya Malpani (Member).
Meeting and Attendance
Three meetings of Audit Committee were held in 2022-2023 i.e. on
25/05/2022, 05/11/2022 and 03/02/2023.
| Members |
Category |
Meetings held during Meetings attended the
the tenure of Directors |
|
| Dheeraj Borad |
Independent & Non- Executive Director |
3 |
3 |
| Vimal Chand Jain |
Independent & Non- Executive Director |
1 |
1 |
| Yogesh Dhanuka |
Executive Director |
1 |
1 |
| Shraddha Jain |
Independent & Non- Executive Director |
2 |
2 |
| Aditya Malpani |
Executive Director |
2 |
2 |
*The composition of the Committee was reconstituted vide Board Meeting
dated 10/10/2022 through which Mr. Yogesh Dhanuka (Executive Director) was replaced by Mr.
Aditya Malpani (Executive Director) and Mrs. Shraddha Jain (Independent Director) was
appointed as member of the committee to fulfill the requirement.
Power of Audit Committee
The Audit Committee is empowered, pursuant to its terms of
reference, inter alia, to:
1. To investigate any activity within its terms of reference. 2. To
seek any information it requires from any employee. 3. To obtain legal or other
independent professional advice.
4. To secure the attendance of outsiders with relevant experience and
expertise, when considered necessary.
Roles and Responsibility of Audit Committee
The roles and responsibilities of the Committee include:
1. Oversight of the Companys financial reporting process and the
disclosure of its financial information to ensure that the financial statement is correct,
sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if
required, the replacement or removal of the statutory auditor and the fixation of audit
fees.
3. Approval of payment to statutory auditors for any other services
rendered by the statutory auditors.
4. Reviewing, with the management, the annual financial statements
before submission to the board for approval, with particular reference to:
a) Matters required to be included in the Directors Responsibility
Statement to be included in the Boards report in terms of clause (c) of sub section 3 of
section 134 and Sub Section(5) of that section of the Companies Act, 2013. b) Changes, if
any, in accounting policies and practices and reasons for the same c) Major accounting
entries involving estimates based on the exercise of judgment by management. d)
Significant adjustments made in the financial statements arising out of audit findings. e)
Compliance with listing and other legal requirements relating to financial statements. f)
Disclosure of any related party transactions. g) Qualifications in the draft audit report.
5. Reviewing, with the management, the half yearly financial statements
before submission to the board for approval.
6. Reviewing, with the management, the statement of uses/application of
funds raised through an issue (public issue, right issues, preferential issue, etc.), the
statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice and the report submitted by the monitoring agency monitoring
the utilization of proceeds of a public or right issue, and making appropriate
recommendations to the Board to take up steps in this matter.
7. Reviewing, with the management, performance of statutory and
internal auditors, and adequacy of the internal control systems.
8. Reviewing the adequacy of internal audit function, if any, including
the structure of the internal audit department, staffing and seniority of the official
heading the department, reporting structure coverage and frequency of internal audit.
9. Discussion with internal auditors any significant findings follow up
there on.
10. Reviewing the findings of any internal investigations by the
internal auditors into matters where there is suspected fraud or irregularity or a failure
of internal control systems of a material nature and reporting the matter to the board.
11. Discussion with statutory auditors before the audit commences,
about the nature and scope of audit as well as post-audit discussion to ascertain any area
of concern.
12. To look into the reasons for substantial defaults in the payment to
the depositors, debenture holders, shareholders (in case of non-payment of declared
dividends) and creditors.
13. Approval of appointment of CFO (i.e. the whole-time Finance
Director or any other persons heading the Finance Director or any other person heading the
finance function or discharging that function) after assessing the qualifications,
experience & background, etc. of the candidate.
14. Carrying out any other function as is mentioned in the terms of
reference of the Audit Committee.
15. Any other responsibility or duty specifically assigned by the Board
of Directors of the Company from time to time by way of resolution passed by it in a duly
conducted Meeting.
16. Review the Report of Annual Finance Inspection by RBI follow up the
status of its compliance by the management.
2. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Board recommends to
the Board specific remuneration package to the executive directors and senior management
and Key Managerial Personnel of the Company including pension right and payment of
compensation if any.
Composition
The Nomination and Remuneration Committee of Board was constituted
pursuant to the Section 178 of the Companies Act, 2013.
As on 31.03.2023, the Nomination and Remuneration Committees comprises
of two Non-Executive Independent Directors viz. Mr. Dheeraj Borad and Shraddha Jain as
members and one Non-Executive Director viz. Mr. Jaideep Singh as Chairman of the
Committee,.
Meeting and Attendance
Two meetings of Nomination and Remuneration Committee were held in
2022-2023 i.e. on 22/06/2022 and 28/02/2023.
| Members |
Categoiy |
Meetings held during the tenure of the
Directors |
Meetings attended |
| Dheeraj Borad |
Independent & Non- Executive Director |
2 |
2 |
| Vimal Chand Jain |
Independent & Non- Executive Director |
1 |
1 |
| Jaideep Singh |
Non-Executive Director |
2 |
2 |
| Shraddha Jain |
Independent & Non- Executive Director |
1 |
1 |
The composition of the Committee was reconstituted vide Board Meeting
dated 10/10/2022 through which Mrs.Shraddha Jain (Independent Director) was appointed as
member of the committee to fulfill the requirement.
Scope of Nomination and Remuneration Committee
a) Formation of the criteria for determining qualifications, positive
attributes and independence of a director and recommended by the board a policy, relating
to the remuneration of the directors, key managerial personnel and other employees:
b) Formulation of criteria for evaluation of Independent Director of
the Board,
c) Devising a policy on Board diversity.
d) Identifying persons who are qualified to become directors and who
may be appointed in senior management in accordance with the criteria laid down, and
recommend to the Board their appointment and removal. The Company shall disclose the
remuneration policy and evaluation in its annual report.
Performance evaluation criteria for Independent Director?s:
The performance evaluation criteria laid down for the Independent
Directors covers their attendance and contribution at Board/Committee meetings, adherence
to ethical standards and code of conduct of the Company, inter-personal relations with
other Directors, meaningful and constructive contribution and inputs in the Board/
Committee meetings, etc.
4. STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Board was constituted to
oversees redressal of shareholder and investor grievances, and, inter alia, approves
sub-division / consolidation / issue of duplicate share certificates, transmission of
shares and issue & allotment of shares upon exercise of Options under the Companys
Employee Stock Option Schemes.
a) Composition
As on 31.03.2023, Stakeholders Relationship Committee comprises of one
Non-Executive Independent Director viz. Mr. Dheeraj Borad (Chairman), One Non-Executive
Director viz. Mr. Siraj Mirza (Member) and one Executive Director i.e;
Yogesh Dhanuka (Member).
b). Meeting and Attendance
Four meetings of Stakeholder Relationship committee were held in
2022-2023 i.e. on 19/04/2022, 20/07/2022, 20/10/2022, and 10/01/2023.
| Members |
Categories |
Meetings held during the tenure of Directors |
Meetings attended |
| Dheeraj Borad |
Non-Executive & Independent Director |
4 |
4 |
| Jaideep Singh |
Non-Executive & Independent Director |
2 |
2 |
| Yogesh Dhanuka |
Executive Director |
4 |
4 |
| Shraddha Jaintd>
| Non-Executive & Independent Director |
2 |
2 |
* The composition of the Committee was reconstituted vide Board Meeting
dated 10/10/2022 through which Mr. Jaideep Singh was replaced by Mrs. Shraddha Jain
(Independent Director) .
INFORMATION ABOUT SUBSIDIARY/JV/ASSOCIATE COMPANY
Details of the Companies which have become its Subsidiary/ JV/
Associate Company.
| S.No |
Name |
Status Subsidiary/ J V/ Associate Company |
Date of becoming Subsidiary/ JV/ Associate
Company |
Date of ceasing as Subsidiary/ JV/ Associate
Company |
| 1. |
Triveni Kripa Buildhome Private Limited |
Wholly Owned Subsidiary |
20 July, 2016 |
N.A. |
| 2. |
Dhanuka Affordable Housing Private Limited (Formerly Known as
Shri |
Wholly Owned Subsidiary |
18 December, 2017 |
N.A. |
|
Shyam Realmart |
|
|
|
|
Private Limited) |
|
|
|
ANNUAL RETURN
In terms of Section 92(3) of the Companies Act, 2013, the Annual Return
of the Company is available on the website of the Company at link
https://www.dhanukarealty.in
NUMBER OF BOARD MEETING HELD DURING THE YEAR
The details of the nine meeting of the Board held during the year are
as under
| Sr. No. |
No. of Board Meetings |
Date on which the Board Meetings were
held |
Total Strength Board |
of No. of Directors present |
| 1. |
BM/2022-2023/01 |
20/04/2022 |
6 |
6 |
| 2. |
BM/2022-2023/02 |
30/05/2022 |
6 |
6 |
| 3. |
BM/2022-2023/03 |
24/06/2022 |
6 |
6 |
| 4. |
BM/2022-2023/04 |
25/06/2022 |
5 |
5 |
| 5. |
BM/2022-2023/05 |
14/07/2022 |
5 |
5 |
| 6. |
BM/2022-2023/06 |
23/07/2022 |
5 |
5 |
| 7. |
BM/2022-2023/07 |
31/08/2022 |
5 |
5 |
| 8. |
BM/2022-2023/08 |
13/09/2022 |
6 |
6 |
| 9. |
BM/2022-2023/09 |
10/10/2022 |
6 |
6 |
| 10. |
BM/2022-2023/10 |
12/11/2022 |
6 |
6 |
| 11. |
BM/2022-2023/11 |
09/01/2023 |
6 |
6 |
| 12. |
BM/2022-2023/12 |
28/02/2023 |
6 |
6 |
BOARD EVALUATION
In terms of provisions of the Companies Act, 2013 Nomination cum
Remuneration Committee of the Board of Directors of the Company specified the manner for
effective evaluation of performance of Board, its Committees and Individual Directors.
Based on the same, the Board carried out annual evaluation of its own performance,
performance of its Committees, Individual Directors including Independent Directors during
the year. Company had adopted the evaluation parameters as suggested by the Institute of
Company Secretaries of India and
Securities and Exchange Board of India with suitable changes from
Company?s perspective. The performance of the Board was evaluated by the Board on the
basis of criteria such as Board composition and structure, effectiveness of Board
processes, information flow to Board, functioning of the Board, etc. The performance of
Committees was evaluated by the Board on the basis of criteria such as composition of
Committees, effectiveness of Committee working, independence, etc. The Board evaluated the
performance of individual Director on the basis of criteria such as attendance and
contribution of Director at Board/Committee Meetings, adherence to ethical standards and
code of conduct of the Company, inter-personal relations with other Directors, meaningful
and constructive contribution and inputs in the Board/ Committee meetings, etc.
For the above evaluation, the Board members completed questionnaires
providing feedback on different parameters as already stated above including on
performance of Board / Committees / Directors, engagement levels, independence of judgment
and other criteria. This is followed with review and discussions at the level of Board.
The results of evaluation showed high level of commitment and engagement of Board, its
various committees and working directors.
In a separate meeting of the Independent Directors, performance
evaluation of Non- Independent Directors, the Board as a whole and performance evaluation
of Chairman was carried out, taking into account the views of Executive and Non-Executive
Directors.
The quality, quantity and timeliness of flow of information between the
Company Management and the Board which is necessary for the Board to effectively and
reasonably perform their duties were also evaluated in the said meeting.
The Independent Directors well appreciated the functioning of the Board
of Directors, Working Directors as well as Committee of the Board. They were also highly
satisfied with leadership role played by the Chairman.
AUDITORS AND AUDIT REPORT i) STATUTORY AUDITORS
In terms of Section 139 of the Companies Act,2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, M/s Ajay Kumar
Vijayvergia
& Associates having FRN: 003833C has been appointed as Statutory
Auditor of the
Company from the concluusion of 15th Annual General
Meeting till the conclusion of 20th Annual General Meeting
of the Company .
There are no qualifications or adverse remarks in the Auditors?
Report which require any clarification/explanation. The Notes on financial statements are
self-explanatory, and needs no further explanation.
PARTICULARS OF FRAUD REPORTED BY THE AUDITORS
During the period under review, no frauds were reported by the auditors
of the company under section 143(12) of the Companies Act, 2013.
ii) SECRETARIAL AUDITOR
In terms of Section 204 of the Companies Act,2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, the company has
appointed, M/s. Mahendra Khandelwal & Co., Practicing Company Secretaries, Jaipur
(Membership no. 6266) & (CP No 4459) as a Secretarial Auditors of the Company.
BOARD COMMENT ON SECRETARIAL AUDIT REPORT:
There are no observations (including any qualification, reservation,
adverse remark or disclaimer) of the Secretarial Auditor in their Secretarial
Auditors? Report. The report of the Secretarial Auditors is enclosed as Annexure
II to this report.
iii) INTERNAL AUDITOR
The Board of Directors approved the resignation of Chouhan Dadhich
& Company, Chartered Accountant (FRN021144C) on 23rd July, 2022 from the
post of Internal Auditor of the Company.
The Board appointed M/s. Bafna and Associates, Chartered Accountants,
(FRN 024274C) as Internal Auditor of the Company on 23rd July 2022 for the
Financial Year 2022-23 under Section 138 of the Companies Act, 2013 and he has completed
the internal audit as per the scope defined by the Audit Committee.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to the Regulation 34(2) (e) of the SEBI (Listing Obligations
and Disclosure Requirements), Regulations, 2015, Management Discussion and Analysis forms
part of this Annual Report.
RISK MANAGEMENT POLICY
The Company does not have any Risk Management Policy as the elements of
risk threatening in the Company?s existence are very minimal. The Board of Directors
of the Company identify, evaluate business risks and opportunities. The Directors of the
Company take pro-active steps to minimize adverse impact on the business objectives and
enhance the Company?s competitive advantage. Presently no material risk has been
identified by the directors except of general business risks, for which the Company is
leveraging on their expertise and experience. Even then every step has taken to adhere to
the risk evaluation and reduction before every crucial business decisions.
DIRECTOR?S RESPONSIBILITY STATEMENT
The Directors Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state that
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets 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;
(e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively and
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
A) Conservation of energy
| (i) the steps taken or impact on conservation of energy; |
The Company?s operations are not energy intensive and as
such involve low energy consumption. Company?s operation does not consume significant
amount of energy during the year under review. However, the Company uses energy for its
office equipment such as computers, lightings and utilities at its work premises.
Therefore, ongoing process of awareness at regular intervals is given to concern
operational personnel on opportunity of energy conservation and their benefits |
| (ii) the steps taken by the company for utilising alternate
sources of energy; |
|
| (iii) the capital investment on energy conservation
equipments; |
|
B) Technology Absorption
| (i) the efforts made towards technology absorption; |
Operations of the company do not involve any kind of special
technology and there was no expenditure on research & development during this
financial year 2022-2023. |
| (ii) the benefits derived like product improvement, cost
reduction, product development or import substitution; |
|
| (iii) in case of imported technology (imported during the
last three years reckoned from the beginning of the financial year)- (a) the details of
technology imported; (b) the year of import; (c) whether the technology been fully
absorbed; (d) if not fully absorbed areas where absorption has not taken place, and the
reasons thereof; and |
|
| (iv) the expenditure incurred on Research and Development. |
|
C) Foreign Exchange Earnings and outgo
The Foreign Exchange earnings and outgo during the financial period
ended 31st March, 2023 is as follows:
| Particulars |
31st March 2023 |
31st March 2022 |
| Foreign Exchange Earnings |
-- |
-- |
| Foreign Exchange Outgo |
-- |
-- |
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments which have occurred
after the closure of the year till the date of this report, affecting the financial
position of the Company.
CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions of section 135 of the companies Act,
2013 read with the relevant rules and guidelines are not so far applicable to the company.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company is committed to provide and promote a safe, healthy and
congenial atmosphere irrespective of gender, caste, creed or social class of the
employees. The company has complied with provisions relating to the constitution of
Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there was
no case filed pursuant to the sexual harassment of Women at workplace (Prevention,
Prohibition and Redressal) Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions that were entered into during the
financial year were on an arm?s length basis and in the ordinary course of business.
During the year, the
Company had not entered into any contract, arrangement and transaction
with related parties which could be considered material. Details of the Related Parties
disclosures (transactions) are provided in the accompanying financial statements and
disclosed in Form No. AOC-2. (in Annexure III)
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided at
Annexure - IV.
PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013
The Company has not given any loan or guarantee and made Investments
covered under provision of Section 186 of the Companies Act, 2013.
DEPOSITS
During the reporting period the Company has not accepted any deposit
falling within the ambit of Section 73 of the Companies Act, 2013 read-with the Companies
(Acceptance of Deposits) Rules, 2014, as amended from time to time. Further, the Company
has not accepted any deposit in earlier years, as such question of unpaid or unclaimed
deposit and default in repayment thereof, does not arise.
Further, the Company has accepted the amount from its Directors by way
of unsecured loan and a declaration to that effect pursuant to the provisions of Rule
2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014 has been taken from
concerned director from time to time. Details of the Loan taken from Directors are as
follows:
| Sr. No. |
Name |
Amount outstanding as on |
|
|
31/03/2023 |
| 1. |
Pushpendra Singh Shekhawat |
20,00,000 |
| 2. |
Yogesh Dhanuka |
2,04,61,800 |
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS/COURT/TRIBUNALS
No significant and material orders passed by the Regulators or Courts
or Tribunals impacting the going concern status and company?s operations in future.
ADEQUACY OF INTERNAL FINANCIAL CONTROL
Company has put in place adequate internal control systems with
reference to the Financial Statements commensurate with its size of operations. The
Company evaluates the adequacy and effectiveness of internal financial control systems
periodically.
COMPLIANCE WITH SECRETARIAL STANDARDS
Company has complied with the Secretarial Standards issued by Institute
of Companies Secretaries of India (ICSI) on Board Meetings (SS- 1) and General Meetings
(SS-2).
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR
During the period under review the Company has not made any
applications and there are no proceedings pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016).
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
The requirement of disclosure of details of difference between amount
of the valuation done at the time of one time settlement and the valuation done while
taking loan from the Banks or Financial Institutions along with the reasons thereof is not
applicable during the period under review.
A DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED
BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013,
IS REQUIRED BY THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND
MAINTAINED.
Maintenance of cost records as specified by the Central Government
under sub-section (1) of Section 148 of the Companies Act, 2013, is not required by the
Company and accordingly such accounts and records are not so made and maintained.
ACKNOWLEDGMENT
Your Directors wish to express their appreciation to the continued and
kind cooperation received from the Banks, Government Authorities, Customers, Vendors and
Shareholders during the year under review. Your Directors also wish to place on record
their deep sense of appreciation for the committed service of the Executives, staff and
Workers of the Company. We look forward for the continued support of every stakeholder in
the future.
| Realty Limited |
|
|
| Place: Jaipur |
|
|
| Date: 06/09/2023 |
|
|
|
Sd- |
Sd- |
|
Yogesh Dhanuka |
Aditya Malpani |
|
DIN: 01437705 |
DIN:06428810 |
|
(Managing Director) |
( Executive Director |
| & CFO) |
|
|
+91-9892691696
