Dhara Rail Projects Ltd Directors Report

To,

The Members,

DHARA RAIL PROJECTS PRIVATE LIMITED

Your Directors have pleasure in presenting their Annual Report on business and operations of the Company and accounts for the financial year ended on 31^st March, 2023.

FINANCIAL PERFORMANCE:

(in Rs.)

PARTICULARS	2022-23	2021-22
Total Income	270157920	210388819
Total Expenses	254034785	203529704
Profit / ( Loss ) before Tax	16123135	6859115
Taxation	-4434897	-2281251
Profit / ( Loss ) After Tax	11688328	4577864
Balance of Profit / ( Loss ) c/f	34170105	22481866

DIVIDEND:

Your directors have not recommended any dividend on shares of the company.

STATE OF COMPANYS AFFAIR:

During the year under review, the overall economy progress of the company was satisfactory. However the Directors are exploring the various business opportunities for improving the performance of the Company.

MATERIAL CHANGES AND COMMITMENT:

No material changes and commitment after the end of financial year has occurred.

DEPOSITS:

During the year under review, the Company has not accepted any deposits to which the provisions of Section 73 of the Companies Act, 2013 read with the rules made thereunder.

LOAN, GUARANTEE AND INVESTMENT:

During the year under review, the Company has not given any loan, guarantee, or made any investment pursuant to the provisions of Section 186 of the Companies Act, 2013 and the rules made thereunder.

CONTRACTS OR AGREEMENTS WITH RELATED PARTY

All the related party transactions entered into during the financial year were in the ordinary course of business and on an arms length pricing basis. Your Company has not entered into any transactions with the related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNING AND OUTGO:

Since your Company is not a manufacturing Company, the information pertaining to Conservation of Energy and Technology Absorption as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with applicable rules made thereunder is not applicable to the Company.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies Account Rules 2014are set out as under:

(A) Energy Conservation :

The company has taken measures and applied strict control system to monitor day to day power consumption, to endeavour, to ensure the optimal use of energy with minimum extent possible wastage as far as possible. The Company is continuously monitoring and making effort for optimum utilisation of equipments which ensure to conserve energy during routine operations itself. There is no specific investment plan for energy conservation. Extreme safety measures are adhered by deputation of highly qualified team who are completely aware about the Industrial and Safety Measures Act.

(B) Research and Development, Technology Absorption, Adaption and Innovation -

There was no technology absorbed during the year under review and hence the following information will not be applicable to the company.

The inflow and outflow of foreign exchange involved during the year under review is as under:

Sr. No.	Particulars	For the Year 2022-23	For the Year 2021-22
	Purchase
1.	-Imported
	-Indegenous	NIL	NIL
2	CIF Value of Imports
	-Raw Materials	NIL	NIL
3.	Earnings in Foreign Exchange
	-FOB Value of exports	NIL	NIL

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31st March, 2023, Jagruti Mehta, Tejas Mehta, Dhara Mehta and Megha Mehta were the Directors of your Company. Since the Company does not fall within the category as mentioned in section 149(4) of the Companies Act, 2013 read with the rules made thereunder requiring the appointment of Independent Directors, a statement in this Report relating to declaration by Independent Director under sub-section(6) of section 149 of the Companies Act, 2013 is not applicable to the Company. Mr. Lalit Mehta ceased to be a director of the company on account of his heavenly abode.

Your Company being Private Limited Company, none of the Directors are required to retire by rotation. Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the applicable rules made thereunder your Company is not required to appoint any Key Managerial Personnel (KMP).

NUMBER OF BOARD MEETINGS:

During the period under review, Board met 5 times on 10-05-2022, 30-06-2022, 15-09-2022, 28-10- 2022 and 28-03-2023.The maximum time gap between any two meetings is not more than 120 days. All the Directors attended all the meetings held on the above-mentioned dates.

FORMAL ANNUAL EVALUATION:

As your Company is neither a Listed Company nor a public company having a paid up capital of Rs. 25 crores or more, the statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors is not applicable.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Company does not have any policy on directors appointment and remuneration and other matters since the provisions of Section 178 of the Companies Act, 2013 is not applicable to the Company.

RISK MANAGEMENT POLICY:

The company has developed and implemented a risk management policy including identification therein of element of risk.

PARTICULARS OF EMPLOYEES:

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

SUBSIDIARIES AND ASSOCIATES:

No disclosure under the provisions of the Companies Act, 2013 and Rules made thereunder is required by the Company as there is no Subsidiary, Associate or Joint Venture Company

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement, the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013, read with rules made thereunder an Internal Complaints Committee is being constituted which is responsible for redressal of complaints related to sexual harassment. During the year under review there was no complaints pertaining to sexual harassment.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company has not formulated a Whistle Blower Policy to establish a vigil mechanism for directors and employees of the Company to report the concerns about unethical behaviour, actual or suspected fraud or violation of the policy since the provisions of Section 177 of the Companies Act, 2013 read with the rules made thereunder is not applicable to the Company

CORPORATE SOCIAL RESPONSIBILITY:

Since the Company does not fall within the category as mentioned in section 135(1) of the Companies Act, 2013 read with the applicable rules made thereunder relating to the Corporate Social Responsibility, the details about the policy developed and implemented by the Company on corporate social responsibility initiatives taken during the year is not applicable to the Company.

SECRETARIAL AUDIT REPORT:

Since the Company does not fall within the class of Companies as mentioned in section 204(1) of the Companies Act, 2013 read with the applicable rules made thereunder relating to Secretarial Audit Report, the Company has not appointed any Company Secretary in Practice as Secretarial Auditor and therefore the said Secretarial Audit Report is not annexed to this report. Accordingly, the comments of the Directors on qualifications, reservations or adverse remarks in the Secretarial Audit Report is not applicable.

AUDITORS & AUDITORS REPORT:

The appointment of M/s H. B. Purohit & Co., Chartered Accountants, (Firm Registration No. 10S240W), Chartered Accountants, is hereby approved by Members of the company at the Annual General Meeting as Statutory Auditors of the Company, to hold office until the conclusion of this Annual General Meeting upto the conclusion of this Annual General Meeting to be held in the year 2025, and to fix their remuneration thereof.

The Company has received letter from M/s H. B. PUROHIT & CO, Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 read with rules made there under and that they are not disqualified for such appointment. Your Directors recommend the appointment of M/s H. B. PUROHIT & CO, Chartered Accountants, as Statutory Auditors of the Company for a period from this Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2025.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5)of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

a. that in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st Mach, 2023 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial control were adequate and were operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

ACKNOWLEDGMENT:

Your Directors wish to place on record the appreciation for the cooperation received from the Banks and Clients, of the company and look forward to their continued support in the years to come.

Place: Mumbai

Date. 06th September ,2023

Tejas Mehta

Chairman

(DIN:02783675)