Dhenu Buildcon Infra Ltd Directors Report.

To

The Members,

Dhenu Buildcon Infra Limited

Your Directors have pleasure in presenting the 111th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2019.

1. FINANCIAL STATEMENTS & RESULTS:

a. Financial Results

The Companys performance during the year ended 31st March, 2019 as compared to the previous financial year is summarized below:

(Amount in Lakhs.)

Particulars Year ended March 31,2019 Year ended March 31, 2018
Revenue from operation 57.55 3.02
Profit/Loss before interest, depreciation, tax and Extra Ordinary Items (47.72) (8.00)
Less: Depreciation/amortization 0 0
Profit/Loss before interest, tax and Extra Ordinary Items (47.72) (8.00)
Less: Finance Costs 0.33 0
Profit/Loss before tax and Extra Ordinary Items (48.05) (8.00)
Less: Provision for taxes on income
--Current tax 0 0.00
--Earlier Year Tax Adjustments 0 0.01
--Deferred tax liability/(asset) (14.59) (13.75)
Profit/Loss before Extra-Ordinary Items (33.46) 5.74
Extra Ordinary Items (Net of Tax) 0 0
Profit/Loss for the year (33.46) 5.74
Add/(Less): Other Comprehensive Income (18.35) (8.51)
Total Comprehensive Income/(Expenses) for the year (51.81) (2.77)

b. Operations:

Your Directors report that during the year, Company has incurred loss of Rs. 33.46 Lakhs as compared to the profit of Rs. 5.74 Lakhs incurred in the previous year

The Company is in course to manage and control its cost overruns and to review new emerging opportunities for advancement of the Company.

2. DIVIDEND:

Yours Directors do not recommend any dividend for the year ended 31st March, 2019, in view of loss incurred during the year.

3. TRANSFER TO RESERVES:

Since the Company has incurred loss during the period under review, thus no amount was available to be transferred to the reserves.

4. SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital, as at 31st March, 2019 was Rs. 1,83,00,000/- divided into 1,83,00,000 Equity shares, having face value of Rs. 1/- each fully paid up. During the year under review, the Company has not issued any shares with or without differential voting rights. It has neither issued employee stock options nor Sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

5. BOARD OF DIRECTORS AND KMP:

Director retire by rotation:

In terms with the provisions of Companies Act, 2013 and in terms of articles of Association of the Company, Mr. Vikash Maharishi retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

Appointment & cessation of Director:

Pursuant to Sections 149, 161 and other applicable provisions of the Companies Act, 2013 and in terms of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Board of Directors had at its meeting held on 22nd April 2019, appointed Ms. Mamtaben Kabariya (DIN: 06559357) as an Additional Director in Independent category on the Board of the Company with immediate effect, subject to the approval of shareholders of the Company at the next Annual General Meeting. The Company has received a declaration from Ms. Mamtaben Kabariya, confirming that she meets the criteria of Independence as prescribed under Section 149(6) of the Section 149 of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, for the purpose of her appointment as a Non- Executive Independent Director of the Company for the period of 5 Year w.e.f. 30th September 2019 to 29th September 2024 at the ensuing Annual General Meeting, to be held on 30th September, 2019.

Key Managerial Personnel:

Key Managerial Personnels (KMPs) of the Company under Section 203 of the Companies Act, 2013 as on 31st March, 2019, are as follows:

Sr. No. Name Designation
1 Mr. Piyush Mehta Manager
2 Mr. AashishGarg Company Secretary
3 *Mr. Vikash Maharishi Chief Financial Officer

* Mr. Vikash Maharishi has been appointed as a Chief Financial Officer w. e. f 22nd April,2019.

None of the Directors are disqualified from being appointed as Directors as specified in section 164 of Companies Act, 2013.

Familiarization Program:

In terms of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company periodically organizes a program in order to familiarize Independent Directors with the Companys operations. The details of familiarization programme are available on the website of the Company www. dhenubuildconinfra.com.

6. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company, confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 read with schedules & rules issued thereunder as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of the financial year ended 31st March, 2019.

Director seeking re-appointment:

The resume details and profile of Independent Director, Mr. Shivanand Hemmady (DIN: 00838098), seeking reappointment at the ensuing Annual General Meeting, has been given in the Notice convening 111st AGM of the Company, pursuant to Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

7. DEPOSITS:

Your Company is a non-deposit taking Company (NBFC-ND). During the year under review company has neither accepted nor renewed any fixed deposits from public within the meaning of section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

8. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, the Internal Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

9. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT-9 as on 31st March,2019 is set out in "ANNEXURE I" forming part of this Report The MGT-9 has also been mentioned on the website of the Company at www. dhenubuildconinfra.com.

10. PARTICULARS OF THE MEETINGS OF THE BOARD

The meetings of the Board of Directors are normally held at its Registered Office in Mumbai. Meetings are generally schedule well in advance and the notice of each Board Meeting is given in writing to each Director. The Board meets at least once in every quarter to review the quarterly performance and the financial results of the Company.

During the financial year under review, 8 (Eight) Board meetings were held on 30th May,2018, 10th August , 2018, 27th August , 2018, 29th August, 2018, 28th September, 2018, 14th November , 2018 11th February, 2019 and 29th March ,2019. The necessary quorum was present for all the meetings. The interval between two Board meetings was well within the maximum period mentioned under Section 173 of the Act and Regulation 17 (2) of SEBI (LODR) Regulation, 2015.

Details of Directors as on 31st March, 2019 and their attendance at the Board meetings and Annual General Meeting ("AGM") during the financial year ended 31st March, 2019 are given below:

Name of the Director

Particulars of Attendance

Other Board Representations

Board Meeting

Last AGM (29.09.2018) Directorship in Companies including this company Committees Membership Committees Chairmanship
Held during the year Attended
Shivanand Rama Hemmady 8 8 Yes 15 0 3
Vikash Maharishi 8 8 Yes 9 3 0
Jenifer Machado 8 5 Yes 2 3 0

11. DISCLOSURES RELATED TO COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

AUDIT COMMITTEE:

Composition:

As on 31st March, 2019, the Audit Committee comprised of 3(three) members, out of whom one is NonExecutive Independent Directors and two Non-Executive Directors.

Meetings & Attendance:

During the year 5(five) Audit Committee meetings were held on 30th May, 2018, 10th August, 2018, 27th August, 2018, 14th November, 2018 and 11th February, 2019.

The meetings were scheduled well in advance and the time gap between any two meetings did not exceed more than one hundred twenty days.

The composition of the Audit Committee and the attendance record of members for 2018-19 are as follows:

NAME CATEGORY DESIGNATION

NO. OF MEETINGS

HELD DURING THE YEAR ATTENDED
Mr. Shivanand Hemmady Non-Executive Independent Director Chairman 5 5
Mr. Vikash Maharishi Non-Executive Director Member 5 5
Ms. Jenifer John Machado Non-Executive Director Member 5 4

The Audit Committee assists the Board in its responsibility of overseeing the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements. The terms of reference of Audit Committee cover the areas mentioned under Section 177 of the Companies Act, 2013.

NOMINATION & REMUNERATION COMMITTEE:

Composition:

As on 31st March, 2019, the Nomination & Remuneration Committee comprised of 3(three) members, out of whom One is Non-Executive Independent Directors and two Non-Executive Directors.

Meetings and Attendance:

During the year under review, the Committee met Thrice on 27th August, 2018, 28th September, 2018 and 11th February, 2019.The meetings were scheduled well in advance and the time gap between any two meetings did not exceed more than one hundred twenty days.

The composition of the Nomination & Remuneration Committee and the attendance record of members for the financial year 2018-19 are as follows:

NAME CATEGORY DESIGNATION

NO. OF MEETINGS

HELD DURING THE YEAR ATTENDED
Mr.Shivanand Hemmady Non-Executive Independent Director Chairman 3 3
Mr. Vikash Maharishi Non-Executive Director Member 3 3
Ms. Jenifer John Machado Non-Executive Director Member 3 2

The Nomination and Remuneration Committee assist the Board in overseeing the method, criteria and quantum of compensation for directors and senior management based on their performance and defined assessment criteria. The Committee formulates the criteria for evaluation of the performance of Independent Directors & the Board of Directors; identifying the persons who are qualified to become directors, and who may be appointed in senior management and recommend to the Board their appointment and removal. The terms of the reference of Nomination and Remuneration Committee covers the areas mentioned under section 178 of the Companies Act, 2013.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Composition:

As on 31st March, 2019, the Stakeholders Relationship Committee comprised of 3(three) members, out of whom One is Non-Executive Independent Directors and two Non-Executive Directors.

Meetings and Attendance:

During the year under review, the Committee met four times on 30th May, 2018, 10th August, 2018; 14th November, 2018 and 11th February, 2019.The meetings were scheduled well in advance and the time gap between any two meetings did not exceed more than one hundred twenty days.

The composition of the Stakeholders Relationship Committee and the attendance record of members for the financial year 2018-19 are as follows:

NAME CATEGORY DESIGNATION

NO. OF MEETINGS

HELD DURING THE YEAR ATTENDED
Mr. Shivanand Hemmady Non-Executive Independent Director Chairman 4 4
Mr. Vikash Maharishi Non-Executive Director Member 4 4
Ms. Jenifer John Machado Non-Executive Independent Director Member 4 2

The Stakeholders Relationship Committee consider and resolve the grievances of security holders of the Company including redressal of investor complaints such as transfer or credit of securities, non-receipt of dividend/notice/annual reports, etc. and all other securities-holders related matters and also consider and approve issue of share certificates (including issue of renewed or duplicate share certificates), transfer and transmission of securities, etc.

12. EMPLOYEE STOCK OPTION SCHEME

Presently, the Company does not have a scheme for grant of stock options to its employees.

13. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has re-appointed Mr.Shivhari Jalan, a Practicing Company Secretary to conduct the Secretarial Audit of the Company for the financial year 2018-19.

The Secretarial Audit Report for the financial year ended 31st March, 2019 is annexed herewith as ANNEXURE II to the Boards Report.

During the year, the Secretarial Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

The responses of your Directors on the observations made by the Secretarial Auditor are as follows:-

Observation 1:

The company has not appointed chief financial officer as required under section 203(1) of the Companies Act, 2013. However company has appointed CFO w.e.f 22.04.2019

Response to point no. 1:

The Company has complied with the requirement of having Chief Financial Officer.

Observation 2:

The company has appointed wholetime company secretary w. e. f 28.09.2018 as required under section 203(1) of the Companies Act, 2013 and Regulation 6 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Response to point no. 2:

The Observation is self explanatory.

Observation 3:

The Company has not filed Form MGT - 14 for Board resolution passed u/s 179 (3) (e) of Companies Act, 2013 w.r.t. invest the funds of the Company.

Response to point no. 3:

Being NBFC, Company is exempted from investment activites under Section 186 of the Companies Act, 2013. Section 179(3)(e) of the Companies Act, 2013 is required to comply in conjuction with Section 186. As, Section 186 regarding investment activites is exempt, the Company has not passed Board resolution u/s 179 (3) (e) of Companies Act, 2013.

Observation 4:

The Company has published the financial result for the quarter ended 30.06.2018 after 48 hours from conclusion of meeting of Board of Directors.

Response to point no. 4:

The observation is itself self-explanatory and the management is committed to streamline in future.

14. STATUTORY AUDITORS & AUDITORS REPORTS:

On 29th September, 2018, M/s. Subramaniam Bengali & Associates, Chartered Accountants (Firm Registration No. 127499W), Mumbai, has been appointed as Statutory Auditors of the Company to hold office for a period of 5 consecutive years from the conclusion of 110th AGM till the conclusion of 115th AGM.

During the year, the statutory auditors have confirmed that they satisfy the independence criteria required under Companies Act, 2013, Code of ethics issued by Institute of Chartered Accountants of India.

The requirement for the annual ratification of Auditors appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7,2018. Thus, M/s. Subramaniam Bengali & Associateswill continue to hold office till the conclusion of 115th AGM. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. There are no observations/qualifications contained in the Auditors Report and therefore there are no explanations to be provided for in this report.

15. MANAGEMENT DISCUSSION AND ANALYSIS

Dhenu Buildcon Infra Limited is Non-Banking Financial Company (NBFC), primarily engaged in the business of Investment in securities. The Management discussions and analysis is given hereunder:-

INDIAN ECONOMY:

The Indian economy retained its tag of the fastest growing major economy in the world in 2018-19. However, overall growth for 2018-19 slumped to a five-year low of 6.8% compared with 7% projected in the second advance estimates released in February. Full-year growth in value added terms was lower at 6.6%, compared with 6.9% in financial year 2017-18.

NBFCs PERFORMANCE:

So far, non-banking finance companies (NBFCs) have scripted a great success story. Their contribution to the economy has grown in leaps and bounds from 8.4% in 2006 to above 14% in March 2015. In terms of financial assets, NBFCs have recorded a healthy growth—a compound annual growth rate (CAGR) of 19% over the past few years—comprising 13% of the total credit and expected to reach nearly 18% by 2018-19. Going forward, the latent credit demand of an emerging India will allow NBFCs to fill the gap, especially where traditional banks have been wary to serve. Additionally, improving macroeconomic conditions, higher credit penetration, increased consumption and disruptive digital trends will allow NBFCs credit to grow at a healthy rate of 7-10% (real growth rate) over the next five years. Clearly, NBFCs are here to stay.

PERFORMANCE IN FINANCE SECTOR:

India has a diversified financial sector undergoing rapid expansion, both in terms of strong growth of existing financial services firms and new entities entering the market. The sector comprises commercial banks, insurance companies, NBFCs, Housing Finance Companies, Co-operatives, Pension Funds, Mutual Funds and other smaller financial entities The Reserve Bank of India (RBI) recently allowed new entities such as payment banks and small finance banks to commence operations, focusing on specific segments of transactional banking and small-ticket lending, respectively.

Some recent developments that have happened in this sector are:

• Launch of India Post Payments Bank (IPPB) for better rural penetration of banks.

• Under the Union Budget 2018-19, there has been an allocation of Rs. 3 trillion (USD 46.3 billion) towards the Mudra (Micro-Units Development & Refinance Agency Ltd.) Scheme.

• The Securities and Exchange Board of India (SEBI) has limited the Total Expense Ratio (TER) charged by mutual fund houses having equity assets up to Rs. 500 billion (USD 7.1 billion) to 1.05%.

• NBFCs are gaining eminence in retail finance by financing more than 80% of the equipment leasing and hire purchase activities in India.

• The governments focus on the infrastructure sector is providing an impetus to NBFCs engaged in the infrastructure financing space.

OUR BUSINESS OPERATIONS:

Dhenu Buildcon is a medium size NBFC engaged in the sole business segment of financial services. During the year, the Company has marked income of Rs. 57.55 lakhs, which has increased from the preceding years income of 3.02 lakhs. In the road of profit making, Company is still struggling and incurred a loss of Rs. 33.46. A rapid fluctuation in market activities due to ongoing amendments in business sector are the challenges which Company is facing and striving to find news ways to come back in the profit track.

OPPORTUNITIES AND THREATS:

Report from the World Bank indicate that Non Banking Financial Institutions act as critical pillars contributing to macroeconomic stability and sustained economic growth and prosperity.

The Biggest Challenge before NBFC is that they are facing stiff competition from Bank & Financial Institutions, due to their ability to raise low cost funds which enables them to provide funds at much cheaper rate. More stringent Capital adequacy norms have been stipulated by RBI for NBFC which is making difficult for them to give cheaper finance.

The Company believes that worked upon continuously through a very sharp learning and unlearning in order to achieve operational excellence.

SEGMENT-WISE PERFORMANCE:

The Company is operating on only one broad segment i.e. financial services. Hence separate segmental reporting is not applicable. The Company has no activity outside India.

OUTLOOK:

India has a lot of un-banked and under-banked consumers and businesses. Hence there is a lot of potential for NBFCs, which can still be tapped. The NBFCs and Housing Finance Companies (HFCs) are being recognised as being vital for growth. Regardless of the recent panic, NBFCs are here to stay and play an important role in economic growth and financial inclusion. Given the crisis and despite concerns surrounding the sector, NBFCs with robust business models, strong liquidity mechanisms, governance and risk management standards are well positioned to take benefit of the market opportunity.

The Company wishes to diversify its lending activities in the coming period and shall embark on this path and move forward once the existing investments, which are at an incubating stage begin to bear fruits.

RISK AND CONCERNS:

In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risk for the Company are financial risks, credit risk, liquidity risk, market risk etc. The ever existing systematic and delinquency risk and fluctuations in interest rates and risk weight make the companies more vulnerable.

Risk mitigation is also an exercise aiming to reduce the loss or injury arising out of various risk exposures. The Company adopts a systematic approach to mitigate risks associated with accomplishment of objectives, operations, revenues and regulations.

INTERNAL CONTROL SYSTEM:

Internal Control measures and systems are established to ensure the correctness of the transactions and safeguarding of the assets. The Management ensures adherence to all internal control policies and procedure as well as compliance with regulatory guidelines.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATING PERFORMANCE:

The operating performance of the Company has been discussed in Directors Report under the head Financial Highlights and Operations and Overall Performance in the current year.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Company believes that human resources play a crucial role in enabling it to meet its objectives, the Company chooses its people very carefully, ensuring that they conform to the companys culture and follow its values and belief system.focus on training to enhance the skill-sets of employees in line with the business and market requirements continued throughout the year.

RATIOS WHERE THERE HAS BEEN A SIGNIFICANT CHANGE FROM FINANCIAL YEAR 2018 TO FINANCIAL YEAR 2019

During the year under review, the detail of changes made in the following key financial ratios at Standalone and Consolidated level as compare to the immediately previous financial year. The details of the same in a form of comparison is provided as:-

S. No. Particulars of Ratio Financial Year 2018-19 Financial Year 2017-18
1 Debtors Turnover Ratio 262.61 5624.90
2 Inventory Turnover Ratio 0.00 916.83
3 Interest Coverage Ratio (146.55) NA
4 Current Ratio 10.83 8.09
5 Debt Equity Ratio 0.14 0.18
6 Operating Profit Margin (0.84) (2.65)
7 Net Profit Margin (8.35) (2.65)
8 Return on Net worth (11.56) (0.02)

CAUTIONARY STATEMENT:

The Management Discussions and Analysis describe Companys projections, expectations or predictions and are forward looking statements within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include economic conditions affecting demand and supply and price conditions in domestic and international market, changes in Government regulations, tax regimes, economic developments and other related and incidental factors.

16. BOARD EVALUATION:

The Board of Directors is committed to continued improvement in its effectiveness. Accordingly, the Board participated in the annual formal evaluation of its performance. This was designed to ensure, amongst other things, that the Board, its Committees and each Director continue to contribute effectively.

The board was apprised that the Nomination and Remuneration Committee (NRC) has formulated the Policy for performance evaluation of the Board, Board Committees and individual Directors.

In line with the aforesaid policy, at the Board meeting dated 11th February, 2019, the questionnaire for evaluation of Board, Board Committees and Individual Directors was circulated to the Board Members and the Board carried out the evaluation of performance of its own, Board Committee and Individual Directors accordingly. The NRC in its meeting held on 11th February, 2019, has also evaluated the performance of every Director.

The evaluation by the Independent Directors has been undertaken at their meeting held on 23rd November 2018. The Board of Directors undertook evaluation of Independent Directors at their meeting held on 11th February, 2019 and placed on its record that the Independent Directors have the requisite qualification, expertise and track record for performing their duties as envisaged under the Law, and they add value in the decision making process of the Board.

The Board of Directors expressed their satisfaction with the evaluation process.

17. RISK MANAGEMENT

The Company has developed and implemented a Risk Management Policy in compliance with the provisions of Section 134 (3) (n) of the Companies Act, 2013. Your Company continues to have an effective risk management. The Management continuously oversees the risk management process including identification, impact assessment and drawing mitigation plans. The details of risks perceived by the Management are discussed which is forming part of the Management Discussion Analysis Report.

18. CORPORATE GOVERNANCE:

Pursuant to SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 2nd September, 2015 compliance with the corporate governance provisions as specified in regulations 17,17A,18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company for the period under review.

19. RELATED PARTY TRANSACTIONS:

In all related party transactions that were entered into during the financial year, an endeavor was made consistently that they were on an arms length basis and were in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (the Act) and the Listing Agreement/ Listing Regulations. There are no materially significant related party transactions made by the company with the promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the company at large.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arms length basis, Form AOC-2 is not applicable to the Company.The details of related party transactions are set out in the notes of financial statements.

20. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

The Company, being a non-banking financial company registered with the RBI is exempt from complying with the provisions of section 186 of the Act in respect of loans and guarantees.

The details of loans and Investments covered under section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 for the financial year 2018-19 are given in the Notes on financial statement referred to in the Auditors Report.

21. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013, your Directors to the best of their knowledge and belief and according to the information and explanations obtained by them, hereby confirm:

a) That in the preparation of the annual financial statements for the year ended 31st March, 2019, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) That Appropriate accounting policies have been selected and applied consistently and have 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 as at 31st March, 2019 and of the profit and loss of the Company for the year ended 31st March, 2019.

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 the Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

f) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The prerequisite in terms of Section 135 of the Companies Act, 2013 of corporate social responsibility does not apply to the Company.

23. PARTICULARS OF EMPLOYEES AND REMUNERATION:

Particulars of employees as per Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The Statement of particulars of employees under Section 197(12) read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is not provided with as during the financial year under review, no employee of the Company was in receipt of remuneration in excess of the limits set out in the said rules.

Details as required under Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a) the ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year: Not Applicable, Since during the year under review No sitting fees or remuneration was paid to the Directors of the Company.

b) the percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year: During the year under review, there was no increase in remuneration.

c) the percentage increase in the median remuneration of employees in the financial year: Not applicable, Since there was no increase in remuneration of employees.

d) Number of permanent employees on the rolls of the Company as at 31st March, 2019 stood at 1 employee.

e) Average percentile increase made in the salaries of employees other than key managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: During the last financial year, the salaries of employees remained the same, thus there was no increment made in the salaries of the employees.

f) We hereby affirm that the remuneration of employees is as per the remuneration policy of the Company.

24. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Your Company does not have any subsidiary, associate and joint venture company for the year ended 31st March, 2019. Therefore the statement required to be given in Form AOC-2 does not applicable on the Company.

25. NOMINATION & REMUNERATION POLICY

The Company has formulated the Nomination & Remuneration Policy in compliance with section 178(3) of the Companies Act, 2013 read along with the applicable rules thereto and Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for appointment of directors taking into consideration qualification and wide experience of the directors in the fields of banking, finance, regulatory, Marketing, administration, legal apart from compliance of legal requirements of the Company. The Company has laid down remuneration criteria for the directors, key managerial personnel and other employees in the Nomination and Remuneration Committee Policy which is enclosed hereto this Report as ANNEXURE III to the Boards Report. The Policy is also available on the website of the Company www.dhenubuildconinfra.com

26. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a vigil mechanism called "Whistle Blower Policy" with a view to provide a mechanism for Directors and employees of the Company to raise concerns of any violations of any legal or regulatory requirement, incorrect or misrepresentation of any financial statement and reports etc. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in exceptional cases.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

28. PREVENTION OF SEXUAL HARASSMENT POLICY:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment/Anti Sexual Harassment policy at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under, if any.

During the year under review, no complaints were received by the Company related to sexual harassment.

As the Company has not employed 10 or more employees during the year under review, a statement that 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 does not applicable on the Company.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The provisions relating to the disclosure of particulars relating to conservation of Energy and Technology absorption pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule - 8 (3) of the Companies (Accounts) Rules, 2014 do not apply to the Company since it is engaged in the business of financial services.

30. FOREIGN EXCHANGE EARNINGS AND OUT-GO :

During the period under review there were no foreign exchange earnings and out go.

31. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, affecting the financial position of the Company, between the end of the financial year of the Company i.e. 31st March, 2019 and the date of this Report.

32. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

33. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

i) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future

ii) No change in nature of business.

iii) Shares of your Company are continued to be listed on BSE Limited. Listing fees has already been paid for the financial year 2019-20.

34. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Internal Auditor or Secretarial Auditor of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013 including rules made thereunder.

35. GREEN INITIATIVES

The Company supports and pursues the Green Initiative" of the Ministry of Corporate Affairs, Government of India. The Company has effected electronic delivery of Notice of Annual General Meeting and Annual Report to those Members whose e-mail IDs were registered with the Company/ Depository Participants. The Companies Act, 2013 and the underlying rules as well as Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, permit the dissemination of financial statements and annual report in electronic mode to the Members.

For members who have not registered their email addresses, physical copies are sent in the permitted mode. Your Directors are thankful to the Members for actively participating in the Green Initiative and seek your continued support for implementation of the green initiative.

36. ACKNOWLEDGEMENTS:

The Board of Directors would like to express its gratitude and its appreciation for the support and co-operation from its members, banks, financial institutions, investors, service providers, customers, and other business constituents for their continued faith, abundant assistance and cooperation extended to the Company. The Board of Directors also places on record its sincere appreciation for the commitment and hard work put in by the Management and employees of the Company.

Your Directors would like to make a special mention of the support extended by the various Departments of Government of India, the State Governments, particularly, the Tax Authorities, Reserve Bank of India, the Ministry of Commerce, Ministry of Corporate Affairs, Securities and Exchange Board of India and others and look forward to their continued support in all future endeavours.

Registered Office:

By & on behalf of the Board of Directors

Office No. 4, Building No. 4,

For Dhenu Buildcon Infra Limited

Vahatuk Nagar, Amboli,
Andheri (West),
Mumbai - 400 058. Sd/- Sd/-
Vikash Maharishi Shivanand Hemmady
Director Director
DIN: 07073642 DIN: 00838098
Date : 29th August, 2019
Place: Mumbai