dhanuka realty ltd share price Directors report


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)