Dhanuka Realty Ltd Directors Report

REVIEW OF BUSINESS OPERATIONS

Your Company is a real estate development and construction company primarily focusing on development of residential apartments in Jaipur and has taken a project for the construction of boundary walls of Gail India Ltd.

Your Companys Standalone Total Profit (loss) after tax for the current financial year 2023-24 is Rs. (12.29) lakhs [profit (loss) after tax for the previous financial year is Rs. (151.39) lakhs].

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

Your Directors are optimistic about companys 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 Companies. Further details of the subsidiaries are enclosed in Annexure-I.

(Rs. In 00)

Triveni Kripa Buildhome Private Limited Profit after tax for the current financial year 2023-24 is Rs. 114.13 lakhs

Dhanuka Affordable Housing Private Limited Profit after tax for the current financial year 2023-24 is Rs.0.07 lakhs.

DIVIDEND

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.

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/Loss of Rs. (12.29) 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, 2024 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 2023-24 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 2023-24 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 2023-24 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 has no other type of securities except equity shares forming part of paid-up capital.

DEPOSITORY PARTICIPANT

Your Companys 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 2023-24.

APPOINTMENT/RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Financial Year 2023-2024, Mr. Pushpendra Singh (DIN: 07159002), Additional Non-Executive Director resign from the directorship of the company w.e.f. 30th May 2023.

During the Financial Year 2023-2024, Mr. Siraj Mirza (DIN: 09195191), Non-Executive Director resign from the directorship of the company w.e.f. 11th August, 2023.

During the Financial Year 2023-24, Mr. Aditya Malpani (DIN: - 06428810) was appointed as Whole-Time Director of the company w.e.f. 30^th September, 2023.

During the Financial Year 2023-2024, Mr. Anil Sharma (DIN:10169968) was appointed as Additional Non-Executive Director of the company w.e.f. 11^th November, 2023.

Pursuant to section 152 of the Act, Mr. Aditya Malpani, Executive Director, is liable to retire by rotation at the ensuing 17th Annual General Meeting. He is eligible for re-appointment and has offered himself for the re-appointment as Director of the Company. The Board recommended the same to the shareholders of the Company for their approval.

Pursuant to the provisions of Section 203 of the Act, Mr. Yogesh Dhanuka, Managing Director, Mr. Aditya Malpani, Chief Financial Officer and Mr. Ankit Sain, Company Secretary are the Key Managerial Personnel (KMP) of the Company as on 31 March 2024.

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. During the year under review, the Company has not received any complaint under this policy. The policy is available on the Companys website at https://www.dhanukarealty.in.

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 Directors is as per the terms laid out in the nomination and remuneration policy of the Company. The policy is available on the Companys website at .https://www.dhanukarealty.in

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 and that they have complied with the Code for Independent Directors prescribed in Schedule-IV of the Act. The Board is of the opinion that Independent Directors of the Company fulfill the conditions of independence specified in the Act and that they are independent of the management.

COMMITTEE FORMED

Company has the following committees:

a) Audit Committee b) Nomination and Remuneration Committee c) Stakeholders Relationships 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 31.03.2024, 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

*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 (Non-Executive & 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 31.03.2024, the Nomination and Remuneration Committees comprises of two Non-Executive Independent Directors viz. Mr. Dheeraj Borad (Chairman) and Shraddha Jain (Member) and one Additional Non-Executive Director viz. Mr. Anil Sharma (Member).

Meeting and Attendance

The composition of the Committee was reconstituted vide Board Meeting dated 11/11/2023 through which Mr. Anil Sharma (Additional Non-Executive 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 Directors:

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.

3. STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Board was constituted to oversee 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 31.03.2024, Stakeholders Relationship Committee comprises of two Non-Executive Independent Director viz. Mr. Dheeraj Borad (Chairman) and Mrs. Shraddha Jain (Member) and one Executive Director i.e; Yogesh Dhanuka (Member).

b). Meeting and Attendance

* 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.

INFORMATION ABOUT SUBSIDIARY/JV/ASSOCIATE COMPANY

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013, read with Companies (Management & Administration) Rules, 2014, 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

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 Companys 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 conclusion of 15^th Annual General Meeting till the conclusion of 20^th 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

In terms of Section-138 of the Companies Act, 2013, the company has appointed M/s. Bafna and Associates, Chartered Accountants, (FRN 024274C) as Internal Auditor of the Company 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 has in place a Risk Management framework to identify, evaluate and monitor business risks and challenges across the Company, that seek to minimise the adverse impact on business objectives and capitalise on opportunities. The Companys success as an organisation largely depends on its ability to identify such opportunities and leverage them while mitigating the risks that arise while conducting its business. The Company has also framed, developed and implemented a Risk Management policy to identify the various business risks. This framework seeks to create transparency, minimise adverse impact on business objectives and enhance the Companys competitive advantage. The risk management policy defines the risk management approach across the enterprise at various levels, including documentation and reporting.

NAME OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

There are no company which have ceased to be subsidiary and/or associate of the company during the financial year 2023-24.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 read with Section 134(5) 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

B) Technology Absorption

(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, 2024 is as follows:

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered into during the financial year were on an arms length basis and in the ordinary course of business. During the year, the Company has 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. (Annexure III)

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.

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 companys 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 all the Secretarial Standards issued by Institute of Companies Secretaries of India (ICSI) .

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