Your Companys Directors are pleased to present the 29th Annual Report of the Company, along with Audited Accounts, for the Financial Year ended 31st March 2021.
FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANYS AFFAIRS
The Companys financial performance for the year ended 31st March 2021 is summarized below.
|PARTICULARS||YEAR ENDED 31.03.2021||YEAR ENDED 31.03.2020|
|(IN RS.)||(IN RS.)|
|Revenue from operations||-||-|
|Net Profit/(Loss) before Tax||(9,36,944)||(14,51,396)|
|Deferred Tax (net)||-||-|
|Profit after Tax||(9,36,944)||(14,51,396)|
|Other Comprehensive Income||-||-|
|Total Comprehensive Income||-||-|
|Transfer to reserves, if any||-||-|
|Earnings per share|
|Basic & Diluted||(0.31)||(0.48)|
The fiscal year 2020-21 further continued to be subdued for the property development business. There were continued challenges and uncertainties in the Real Estate business with high interest rates and negative customer sentiments. The Management and Directors will continue to review the business plans and take necessary actions in the best interest of the Company and safe guard the interest of the stakeholders.
Considering the financial performance of the Company, Your Directors have decided not to declare any Dividend for this year.
During the Financial Year, six meetings of the Board of Directors were held on 24.06.2020, 24.08.2020, 10.11.2020, 13.02.2021, 15.03.2021, 26.03.2021. The intervening gap between the meetings was within the period as prescribed under the Companies Act, 2013.
DETAILS OF RELATED PARTY TRANSACTIONS:
There were no related party transactions during the year; hence disclosure in form AOC-2 is not applicable to the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
> During the year under report, Smt. Tikamchand Rakhi, liable to retire by rotation, was re-appointed as Director of the company.
> During the financial year the Managing cum Whole time director Mr. Padam Dugar resigned on 26.03.2021.
> Mr. Lakshmiah Devarajulu was appointed as Whole-Time Director on 26/03/2021.
• The Company has received necessary declaration from each Independent Director of the Company, under Section 149 (7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149 (6) of the Companies Act, 2013.
• The Independent Directors of the Company had met one time during the year to review the performance of Non- Independent Directors, Chairperson of the Company and the Board as a whole. They had accessed the quality, quantity and timeliness of flow of information between the Company management and the Board.
CORPORATE SOCIAL RESPONSIBILITY:
The Company does not meet the criteria laid down in Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 hence there is no requirement of constituting Corporate Social Responsibility Committee..
DIRECTORS RESPONSIBILITY STATEMENT:
1. To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013,
2. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
3. The Directors have 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 as at 31st March 2021 and of the profit of the Company for the year ended on that date;
4. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions o f the Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities; the Directors have prepared the annual accounts on a going concern basis; the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; the Directors have devised proper systems to ensure compliance with the provision so fall applicable laws and that such systems were adequate and operating effectively.
POLICY ON NOMINATION AND REMUNERATION AND PERFORMANCE EVALUATION OF DIRECTORS, KMP AND SENIOR MANAGEMENT PERSONNEL
The Board, based on the recommendation of the Nomination and Remuneration Committee, has formulated a policy on remuneration of Directors, Key Managerial Personnel and Senior Management Personnel of the Company.
The policy covers the appointment, including criteria for determining qualification, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Policy is given in Annexure -1.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:
1. The Company has a proper and adequate internal control system to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorized and recorded. It is ensured that information is provided to management in a reliable and timely manner.
2. The Internal Financial Control systems are adequate considering the present state of business. The company has established Internal Financial Control framework including internal control over financial reporting operating controls and fraud framework. The framework is revised regularly by the management.
3. Based on the periodical testing, the frame work is strengthened from time to time to ensure adequacy and effectiveness of Internal Financial Controls. The Report of the Statutory Auditors containing the Internal Financial Controls is given in Annexure -B of the Statutory Auditors Report for the year ended 31st March, 2021.
Since the company does not engage in any activities at present, there are no active assets. Hence the company has not framed a risk management policy.
At the 27th Annual General Meeting of the Company, MN & Associates, Chartered Accountants, (RegistrationNo.FRN018167S) was appointed as the statutory auditors of the Company for a period of 5years i.e. till the conclusion of 32nd Annual General Meeting. The existing Statutory Auditors viz. MN & Associates, Chartered Accountants,(RegistrationNo.FRN018167S), Chennai shall continue to be the Statutory Auditor of the Company till the conclusion of 32nd Annual General Meeting of the Company.
As per the Companies Act ,2013 ,the details of Annual Return which forms part of this Boards report is posted on the Companys website www.dhousingl.in under the web link http://www.dhousingl.in/images/dhdl-agm-report-2020-21.pdf.
The Board has appointed Mrs. Aishwarya, Partner, KRA & Associates, (CoP: 20319), for conducting Secretarial Audit for the Financial Year 2020-2021. The Secretarial Audit Report for the Financial Year 20202021 is provided in Annexure-2 which forms part of this Boards report.
The Business activity of the Company is not covered under Rule 3 of the Companies (Cost Record and Audit Rules, 2014). Accordingly, the maintenance of Cost records under Section 148(1) of the Companies Act, 2013 is not applicable.
PARTICULARS OF EMPLOYEES:
The information required pursuant to section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 and Companies (Particulars of Employees), Rules 1975, in respect of employees of the company and Directors is furnished in Annexure-3 which forms part of this Boards report. There are no employees drawing remuneration in excess of the limits specified under Section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014.
The Board constantly evaluates the contribution and performance of Non-Executive and Independent Directors every year and periodically updates with the shareholders about their reappointment in consistent with applicable laws.
All the Non-Executive and Independent Directors are eminent and distinguished personalities having wide experience in the field of Business, Industry and Administration.
• The composition, powers, role and terms of reference of the Committee are constituted as per the Section 177 mentioned under the Companies Act, 2013 and Regulation 18 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
• The Audit Committee consists of three Directors viz. Shri. Zakir Hussain Munavar (Independent Director), Shri. Syed Munnawar Hussain (Independent Director) and Smt. Tikamchand Rakhi (NonExecutive Director).
• During the year, four meetings of the Audit Committee were held on 24/06/2020, 24/08/2020 10/11/2020, 13/02/2021.
|S.NO NAME OF DIRECTOR MEETINGS ATTENDED||MEETINGS ATTENDED|
|1 TIKAMCHAND RAKHI||4|
|2 SYED MUNNAWAR HUSSAIN||4|
|3 ZAKIR HUSSAIN MUNAVAR||4|
NOMINATION AND REMUNERATION COMMITTEE:
• The composition, powers, role and terms of reference of the Committee are constituted as per the Section 178 mentioned under the Companies Act, 2013 and the "Nomination and Remuneration Policy" has been framed in accordance with the provisions of Section 178 of the Companies Act, 2013.
• The Nomination and Remuneration Committee consists of three Directors viz. Shri. Zakir Hussain Munavar (Independent Director), Shri. Syed Munnawar Hussain (Independent Director) and Smt. Tikamchand Rakhi (Non-Executive Director).
• During the year, the Nomination and Remuneration Committee meeting was held on 26/03/2021 and all the above three Directors attended the meetings.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
• The composition, powers, role and terms of reference of the Stakeholders Relationship Committee are constituted as per the Section 178 mentioned under the Companies Act, 2013. The Stakeholders Relationship Committee consists of three Directors viz. Shri. Zakir Hussain Munavar (Independent Director), Shri. Syed Munnawar Hussain (Independent Director) and Smt. Tikamchand Rakhi (NonExecutive Director).
• The Stakeholders Relationship Committee oversees, inter-alia, redressal of Shareholders and Investor grievances, transfer/transmission/transposition of shares, Split, consolidation, issue of duplicate shares certificates, recording dematerialization/dematerialization of shares and related matters.
• There was no Investors complaints handled by the Company/Registrar & Share Transfer Agent during the year During the financial year, one meeting of the Stakeholders Relationship Committee was held on 24.06.2020 and all the above three Directors attended the meetings.
EXPLANATION OF BOARD ON QUALIFICATION OF STATUTORY AUDITORS & SECRETARIAL AUDITOR, IF ANY:
During the year ended 31st March 2021, there was no qualification, reservation or adverse remark made by the statutory auditor on the financial statements of the company The observations made by the Practicing Company Secretary in their respective reports are to be implemented .
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
During the year 2020-21, the Company has not given any loan, guarantee and/or provided any security in connection with the loan to any person/body corporate except the loans to the parties covered in the register maintained under Section 189 of the Companies Act, 2013.
CHANGE OF NATURE OF BUSINESS, IF ANY:
There was no change in the nature of business of the Company during the year ended 31st March, 2021
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Your Company does not carry on any manufacturing activity and accordingly the provision to furnish information as per Section 134 of the Companies Act, 2013, read with Rule 8 (3) of the Companies (Accounts) Rules 2014, the particulars relating to Conservation of energy, Research and Development and Technology Absorption are not applicable. There were no foreign exchange earnings and outgo during the period under report.
WHISTLE BLOWER POLICY/VIGIL MECHANISM:
In compliance with provisions of Section 177 of the Act read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has constituted Vigil Mechanism/Whistle Blower Policy for Directors, employees and vendors of the Company. The Whistle Blower Policy enables the Directors, employees and vendors to report concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct or ethics Policy, thereby ensuring that the activities of the Company are conducted in a fair and transparent manner.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company is committed to provide a safe and secure work environment for its employees. The Company has put in place an "Anti-Sexual Harassment Policy" as required under The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. A Committee has also been set up to redress complaints received regarding sexual harassment and all employees of the Company are covered under this policy. Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANY:
The Company does not have any Subsidiary, Joint Ventures or Associate Company. Hence the requirement of presenting the consolidated financial statements in Annual Report is not applicable.
During the year under review, your company did not accept any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits, of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
The Company has complied with all applicable Secretarial Standards in pursuant to the directions of Ministry of Corporate Affairs, issued by the Institute of Company Secretaries of India during the year.
ISSUE OF SHARES:
The Company has not issued and allotted any kinds of securities during the year.
Gold/NCD/NBFC/Insurance and NPS
Gold/NCD/NBFC/Insurance and NPS