Dear Shareholders,
Your Directors are pleased to present the Twenty Eighth Annual Report
of the Company alongwith the audited statement of accounts for the financial year ended
March 31, 2023.
The first six months of 2023 have been eventful for financial markets -
an artificial intelligence (AI) inspired tech stock surge, a bounce back of the
cryptocurrency and a triggering of tensions in the banking sector behind the collapse of
Silicon Valley Bank and Signature Bank in the US. There has also been a relentless rise in
interest rates, which was exactly what battered markets in 2022.
Global inflation is however on a downward trajectory thanks to falling
commodity prices. Easing of supply chain pressures and a resilient labor market will also
support recovery. However the pace of recovery could be slow due to a relatively tight
economic environment in some countries.
India on the other hand has staged a broad based recovery across
sectors and is well on its way to an ascending pre- pandemic growth path. The Indian
economy is well placed to grow faster in the coming decade once the global shocks of the
pandemic and the spike in commodity prices in 2022 fade away.
With improved and healthier balance sheets of the banking, non-banking
and corporate sectors, a fresh credit cycle has already begun, evident from the
double-digit growth in bank credit over the past months. Indian economy has also started
benefiting from the efficiency gains resulting from greater formalisation, higher
financial inclusion, and economic opportunities created by digital technology-based
economic reforms.
The buoyancy in the Capital Markets and the Real Estate sector augurs
well for the Indian Economy. The burgeoning E-commerce market is also predicted to
overtake the US in the next decade. The Company is well positioned to ride this wave
across these volatile, but exciting and rewarding sectors.
FINANCIAL HIGHLIGHTS (STANDALONE)
The financial highlights of the Company, for the financial year ended
March 31, 2023, are as under:
Figures in Rs. Lakhs
|
Year ended March 31, 2023 |
Year ended March 31, 2022 |
| Profit/(Loss) before Depreciation & Amortisation expenses
and Tax |
5,504.15 |
(1,750.61) |
| Less: Depreciation & Amortisation expenses |
22.43 |
21.88 |
| Profit/(loss) before Tax |
5,481.72 |
(1,772.49) |
| Less: Tax Expense |
2,967.89 |
698.97 |
| Profit/(loss) from continuing operations after tax |
2,513.83 |
(2,471.46) |
| Profit /(loss) from discontinued operations after tax |
- |
- |
| Profit/(loss) for the year |
2,513.83 |
(2,471.46) |
| Other comprehensive income (net of taxes) |
35.29 |
1,131.48 |
| Total comprehensive income for the year |
2,549.12 |
(1,339.98) |
| Balance in retained earnings at the beginning of the year |
17,951.24 |
20,419.81 |
| Profit/(loss) for the year |
2,513.83 |
(2,471.46) |
| Other comprehensive income (net of taxes) |
-0.97 |
2.89 |
| Other comprehensive income - Sale for equity instruments |
1480.88 |
- |
| Balance in retained earnings at the end of the year |
21,944.98 |
17,951.24 |
The total revenue of the Company during the financial year ended March
31, 2023 stood at Rs. 10,929.29 lakh with a net profit of Rs. 2,513.83 lakh. The Company
proposes to retain the entire amount of Rs. 21,944.98 lakh in the statement of profit
& loss. The consolidated revenue of the Company stood at Rs. 73,972.98 lakh and the
consolidated net loss after tax stood at Rs. 48,131.08 lakh.
DIVIDEND
The Company has not declared any dividend during the financial year
2022-23.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Gurbans Singh (DIN: 06667127), was appointed by the board as an
Additional Director designated as Whole- time Director & Key Managerial Personnel
designated as Executive Chairman of the Company, for a period of 5 years w.e.f. June 18,
2023. The existing term of Ms. Swati Jain (DIN: 09784228) as Non-Executive Independent
Director of the Company is upto November 10, 2023. On the recommendation of the Nomination
& Remuneration Committee, the Board of directors of the Company in its meeting held on
August 11, 2023 has re-appointed Ms. Swati Jain (DIN: 09784228) as Non-Executive
Independent Director of the Company for second consecutive term of 2 years effective from
November 11, 2023 and has also appointed Mr. Prem Prakash Mirdha (DIN: 01352748) as
Non-Executive Independent Director of the Company for a period of 2 years w.e.f. August
11, 2023. In compliance with applicable provisions under the Companies Act, 2013 and
regulation 17(1C) of the SEBI Listing Regulations and in terms of Board authorisation
dated August 11, 2023, Postal Ballot Notice dated August 11, 2023 has been sent to the
shareholders of the Company on August 14, 2023 in compliance with relevant circulars
issued by the Ministry of Corporate Affairs, seeking their approval to the appointment of
Mr. Gurbans Singh, Ms. Swati Jain and Mr. Prem Prakash Mirdha, as aforesaid. The e-voting
period shall be from August 16, 2023 upto September 14, 2023. The results of postal ballot
will be declared on or before, September 16, 2023.
All the Independent Directors have given declaration that they meet the
criteria of independence laid down under Section 149 (6) of the Act, and in Regulation
16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(SEBI LODR Regulations). The brief resume of the Directors proposed to be appointed/
reappointed, nature of their expertise in specific functional areas, terms of appointment,
names of companies in which they hold directorships, memberships/ chairmanships of Board
Committees, along with names of listed entities from which they have resigned in the past
three years, are provided in the Notice convening the Twenty Eighth Annual General Meeting
of the Company.
To ensure the continuity of guidance, vast experience, knowledge and
managerial skills, on the recommendation of the Nomination & Remuneration Committee
the Board has appointed Mr. Divyesh B. Shah (DIN: 00010933) Whole-time Director & Key
Managerial Personnel as Chief Executive Officer of the Company, w.e.f. March 31, 2023. In
compliance with the applicable regulatory provisions, the Board has recommended the
re-appointment of Mr. Divyesh B. Shah, who retires by rotation at the ensuing Annual
General Meeting of the Company and being eligible, has offered himself for re-appointment
as director.
On completion of tenure Mrs. Fantry Mein Jaswal, (DIN: 07011247), Mr.
Praveen Kumar Tripathi, (DIN: 02167497), Mr. Rakesh Mohan Garg, (DIN: 08970794), Mr. Vijay
Chugh (DIN: 07112794), and Mr. Mohanbir Singh Sawhney (DIN: 07136864) have ceased to be
Non-Executive Independent Director(s) of the Company w.e.f. August 22, 2022, September 15,
2022, November 24, 2022, December 20, 2022, October 6, 2022, respectively.
Effective from August 17, 2022, Mr. Vikas Khandelwal was appointed as
Company Secretary in place of Mr. Lalit Sharma. Mr. Vikas Khandelwal had resigned on
December 30, 2022 and in his place, Mr. Ram Mehar (FCS 6039) has been appointed as Company
Secretary of the Company with effect from December 30, 2022.
During the financial year 2022-23 and upto the date of this report, the
following changes have also taken place in the Board:
(a) Mr. Anish Williams (DIN: 03314110), Non-Executive Director and Mr.
Pinank Jayant Shah (DIN: 07859798), Executive Director resigned due to personal reasons
and other commitments, w.e.f. September 23, 2022 and January 1, 2023, respectively;
(b) Mr. Sandeep Kadam (DIN: 09343578) ceased to be Non-Executive
Director of the Company w.e.f. January 1, 2023;
(c) In compliance with applicable provisions under the Companies Act,
2013 and regulation 17(1C) of the SEBI Listing Regulations, the appointment of Ms. Swati
Jain (DIN: 09784228) and Mr. Aishwarya Katoch (DIN: 00557488) as Non-Executive Independent
Directors and of Mr. Amit Ajit Gandhi (DIN: 07606699) as Non-Independent Non- Executive
Director of the Company have been approved by the shareholders of the Company through
Postal Ballot; and
(d) Mr. Sameer Gehlaut (DIN: 00060783), who had moved to the role of
Non-Executive Chairman of the Company w.e.f. March 31, 2023, had resigned due to his
personal reasons and other commitments w.e.f. June 17, 2023.
SHARE CAPITAL
During the financial year 2022-23 and upto the date of this report, the
Company has issued and allotted 22,00,000 (Twenty Two Lacs) fully paid-up equity shares of
face value INR 2/- each, to eligible employees upon exercise of options vested in their
favour under Dhani Services Limited Employees Stock Option Scheme - 2008.
Consequently, the paid up share capital of the Company increased to Rs.
121,62,96,148.40 divided into 60,32,59,386 fully paid up equity shares of face value Rs.
2/- each and 88,88,524 partly paid-up equity shares of face value of Rs. 2 each, paid up
Rs. 1.10 each (PPS). Voting rights in respect of PPS are proportionate to the amount
paid-up thereon.
ESOP/SAR SCHEMES
During the year under review ESOPs aggregating to 1.16 Cr and SARs
aggregating to 1.97 Cr. granted pursuant to shareholders authorisation(s) in compliance
with applicable SEBI Regulations, were surrendered by the employees due to various
reasons. During the year under review 1,16,00,000 ESOPs representing an equal number of
fully paid- up equity shares of face value of Rs. 2/- each in the Company under
"Dhani Services Limited Employees Stock Option Scheme(s) - 2008 & 2009" were
granted to the eligible employees and 22,00,000 (Twenty Two Lacs) fully paid-up equity
shares of face value INR 2/- each, were issued and allotted to eligible employees upon
exercise of options vested in their favour under Dhani Services Limited Employees Stock
Option Scheme - 2008.
There has been no variation in the terms of the options granted under
any of the ESOP/SAR schemes and all the schemes are in compliance with SBEB Regulations.
The disclosures required to be made under SBEB Regulations and the Act
read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, in respect
of all existing ESOP Schemes/SARs of the Company have been placed on the website of the
Company www.dhani.com.
PUBLIC DEPOSITS
During the year under review, the Company has not accepted any deposits
from the public, falling within the ambit of Chapter V of the Act and the Companies
(Acceptance of Deposits) Rules, 2014.
LISTING WITH STOCK EXCHANGES
The fully paid up Equity Shares (ISIN: INE274G01010) and partly paid up
Rights Equity Shares (ISIN: IN9274G01034) of the Company continue to remain listed at BSE
Limited and National Stock Exchange of India Limited. The listing fees payable to both the
exchanges for the financial year 2023-24 have been paid. The GDRs issued by the Company
continue to remain listed on Luxembourg Stock Exchange (LSE). However, in view of very low
number of GDRs being outstanding vis-a-vis very thin volume of trading in GDRs, the
Company has initiated the process of getting these GDRs delisted from LSE in response of
which LSE has informed that delisting of GDRs will be effective from October 2, 2023.
SCHEME OF ARRANGEMENT
In line with the long term business objectives of the Company to
further accelerate the scaling up of the operations and to provide synergy of consolidated
business operations and management and to streamline the operations of the Company and /or
its identified subsidiaries to have a simplified and streamlined holding structure with
pooled resources, the Board of Directors of the Company, has approved the composite Scheme
of Arrangement inter-alia involving Amalgamation of the Company along with its certain
subsidiary companies with and into Yaari Digital Integrated Services Limited
("Amalgamated Company" / "Resulting Company "Yaari") and
subsequent automatic dissolution of Amalgamating Companies.
Under the proposed Scheme subsidiaries of the Company getting
amalgamating with Yaari are Savren Medicare Limited, Auxesia Soft Solutions Limited,
Gyansagar Buildtech Limited, Pushpanjli Finsolutions Limited, Devata Tradelink Limited,
Evinos Developers Limited, Milky Way Buildcon Limited, Indiabulls Consumer Products
Limited, Indiabulls Infra Resources Limited, Jwala Technology Systems Private Limited,
Mabon Properties Limited and Juventus Estate Limited.
The Scheme is subject to all applicable statutory and regulatory
approvals, including approval from the stock exchanges, SEBI, shareholders and creditors
of the company and the jurisdictional bench of the NCLT. The Company has already filed the
Scheme with National Stock Exchange of India Limited and BSE Limited for seeking their
& SEBIs NOC to the Scheme, which is awaited.
Upon the Scheme coming into effect, the fully paid-up equity shares of
Yaari will be issued to the shareholders of the Company, basis the swap ratio as mentioned
in the scheme i.e.
"294 equity shares of Yaari INR 2/- each fully paid-up for every
100 equity shares of DSL of INR 2/- each fully paid-up"
"162 equity shares of Yaari INR 2/- each fully paid-up for every
100 equity shares of DSL of INR 2/- each partly paid-up. The paid-up value of partly
paid-up share is 55% i.e. INR 1.1. The exchange ratio has been computed in proportion to
paid up value."
CHANGE IN REGISTERED OFFICE OF THE COMPANY
The Registered Office of the Company was shifted from M - 62 & 63,
First Floor, Connaught Place, New Delhi - 110001 to 1/1E, First Floor, East Patel Nagar,
New Delhi-110008, with effect from May 1, 2022. Pursuant to shareholders authorization
through postal ballot dated May 25, 2023, the Company has initiated the process of
shifting its registered office from Delhi to the State of Haryana.
STATEMENT OF DEVIATION(S) OR VARIATION(S) PURSUANT TO REGULATION 32 OF
SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
On the utilization of proceeds of Rights Issue of the Company, there
was no deviation from the Objects stated in the Letter of Offer for Companys Rights
Issue.
INFORMATION PURSUANT TO SECTION 134 AND SECTION 197 OF THE COMPANIES
ACT, 2013 READ WITH THE RELEVANT RULES AND SEBI LODR REGULATIONS
The information required to be disclosed pursuant to Section 134 and
Section 197 of the Act read with the relevant rules (to the extent applicable) and SEBI
LODR Regulations, not elsewhere mentioned in this Report, are given in "Annexure
A" forming part of this Report.
AUDITORS
(a) Statutory Auditors
The appointment of M/s Sharp & Tannan Associates, Chartered
Accountants (Firm Registration Number 109983W) (a member firm of Russell Bedford
International ("RB") as Statutory Auditors of the Company was approved in the
27th Annual General Meeting of the Company held on September 29, 2022, to hold office from
the conclusion of 27th AGM until the conclusion of 29th AGM to be held in the calendar
year 2024, including the payment of remuneration for FY 2022-23 and FY 2023-24. In terms
of applicable regulatory provisions, M/s Sharp & Tannan Associates, Chartered
Accountants have confirmed that they are eligible to hold the office of Statutory Auditors
of the Company for FY 2023-24.
Management response on the qualification as mentioned in the Auditors
report on consolidated Financial Statements of the Company as at March 31, 2023, forming
part of this Annual Report is as under:
"The Reserve Bank of India issued a communication to the industry
dated 20 June 2022 which impacted one of the Companys products/services offered to its
customers. Considering the exceptional circumstances which arose on account of the impact
of the above RBI communication, the Company on an exceptional and conservative basis had
created a provision for impairment losses on financial instruments of Rs.72,961.20 lakhs
(net of deferred tax) from the outstanding balance in the securities premium account.
Also, there is no resultant impact on the carrying value of the total equity, assets and
liabilities of the Company due to this exceptional treatment."
The Notes to the Accounts referred to in the Auditors Report are self
- explanatory and therefore do not call for any further explanation. No frauds have been
reported by the Auditors of the Company in terms of Section 143(12) of the Act.
(b) Secretarial Auditors & Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act read with the
rules made thereunder, the Company has appointed M/s Say & Associates (formerly known
as M/s A. K. Kuchhal & Co.), a firm of Company Secretaries in practice as its
Secretarial Auditors, to conduct the secretarial audit of the Company, for the Financial
Year 2022-23. The Company has provided all assistance, facilities, documents, records and
clarifications etc. to the Secretarial Auditors for conducting their audit. The Report of
Secretarial Auditors for the Financial Year 2022-23, is annexed as "Annexure 1"
and forming part of this Report. The Secretarial Audit Report is self-explanatory and
therefore do not call for any further explanation.
The Secretarial Compliance Report as prescribed by SEBI is annexed as
"Annexure 2" and forming part of this Report.
The Secretarial Audit Report of material subsidiary companies, namely,
Dhani Loans and Services Limited, Indiabulls Asset Reconstruction Company Limited, Dhani
Healthcare Limited and Transerv Limited are annexed as "Annexure 3",
"Annexure 4", "Annexure 5" and "Annexure 6",
respectively.
(b) Cost Records
The Company is not required to prepare and maintain cost records
pursuant to Section 148(1) of the Act. CORPORATE SOCIAL RESPONSIBILITY
The Company firmly believes that for an organisation to succeed in long
term, it is imperative to keep the overall well-being of the society at the core of its
values and purpose. Our main objective in this regard is to do meaningful work with
measurable output and maximum impact on the society. The Companys vision is to contribute
towards a society where quality healthcare, education and livelihood opportunities
converge to create an equitable future for all families and communities. Corporate Social
Responsibility is not mere an obligation for us but we yearn to transform Bharat into a
stronger and healthier nation.
Indiabulls Foundation (IBF) is the CSR arm of the Company and drives
its various social engagement initiatives. As the Social Development arm, IBF assesses the
pressing needs of the marginalized communities and delivers tailor-made, technology-driven
solutions aimed at improving overall living standards of the communities it works with.
As part of its initiatives under "Corporate Social Responsibility
(CSR)", the Company has undertaken CSR projects in the area of Education, as per its
CSR Policy (available on Companys website)
https://www.dhani.com/services/wp-content/uploads/2020/12/csr-policy-isl_1564987829.pdf
and the details are contained in the Annual Report on CSR Activities given in "Annexure
7", forming part of this Report. The project is in accordance with Schedule VII
of the Act read with the relevant rules.
During the FY 2022-23, the Company had paid an amount of Rs. 41.81 lacs
being 2% of average net profits of the Company for three immediately preceding financial
years, to Indiabulls Foundation towards effectuation and implementation of CSR activities
for FY 2022-23, on the promotion of Health/Education, on ongoing basis. The said amount
remained unspent upto March 31, 2023 and Indiabulls Foundation had, on April 29, 2023,
transferred the same to Unspent CSR Account as per section 135(6) of the Companies Act
2013. April 30, 2023 and May 1, 2023 being holidays, the amount got credited in the said
account on May 2, 2023. In terms of provisions of Section 10 of The General Clauses Act,
1897, the said transfer is within the prescribed timelines.
Further, during the current financial year, an expenditure of Rs17.90
lakh being 2% of average net profits of the Company for three immediately preceding
financial year, has been approved towards CSR activities for FY 2023- 24, in accordance
with CSR Policy of the Company and notified CSR Rules, to implement the CSR activities
through any company established under Section 8 of the Act or registered trust or society,
for the purpose of undertaking programs or projects, on ongoing basis, within the preview
of notified CSR Rules.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of SEBI LODR Regulations, Managements
Discussion and Analysis Report, for the year under review, is presented in a separate
section forming part of this Annual Report.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 of the SEBI LODR Regulations, Corporate
Governance Practices followed by the Company, together with a certificate from a
practicing Company Secretary confirming compliance, is presented in a separate section
forming part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34 of the SEBI LODR Regulations, Business
Responsibility and Sustainability Report (BRSR) is presented in a separate section forming
part of this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following statement
in terms of Section 134 of the Act:
a) that in the preparation of the annual accounts for the year ended
March 31, 2023, the applicable accounting standards had been followed along with proper
explanation relating to material departures, if any;
b) that such accounting policies as mentioned in the Notes to the
Financial Statements had been selected and applied consistently and judgments 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 March 31, 2023 and of the profit and
loss of the Company for the year ended on that date;
c) that proper and sufficient care had 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 accounts had been prepared on a going concern basis;
e) that proper internal financial controls were in place and that such
financial controls were adequate and were operating effectively; and
f) that proper systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating effectively.
ACKNOWLEDGEMENT
Your Company has been able to operate efficiently because of the
culture of professionalism, creativity, integrity and continuous improvement in all
functional areas and the efficient utilization of all its resources for sustainable
growth. Your Directors wish to place on record their appreciation of the contributions
made and committed services rendered by the employees of the Company at various levels.
Your Directors also wish to express their gratitude for the continuous assistance and
support received from the investors, clients, bankers, regulatory and government
authorities, during the year.
|
For Dhani Services Limited |
|
Sd/- |
Sd/- |
|
Gurbans Singh |
Divyesh B. Shah |
| Place: Mumbai |
Executive Chairman |
Whole-time Director & CEO |
| Date: August 11, 2023 |
(DIN: 06667127) |
(DIN: 00010933) |
+91-9892691696
