To The Members of
DHANUKA REALTY LIMITED
Your directors have immense pleasure in presenting the 18th Annual
Report on the business and operations of the Company together with the Audited Standalone
and consolidated financial statement and the Auditors' Report for the financial year
ended 31st March, 2025.
FINANCIAL HIGHLIGHTS
The Company's financial performance, for the financial year ended
March 31, 2025 and its comparison with previous year is summarized below: (Rs. In
'00)
|
Standalone |
Consolidated |
| Particulars |
2024-2025 |
2023-2024 |
2024-2025 |
2023-2024 |
| Revenue from Operations |
3,12,719 |
2,08,192 |
4,03,219 |
2,08,192 |
| Other Income |
48,713 |
58,475 |
2,15,264 |
2,61,958 |
| Total Revenues |
3,61,432 |
2,66,667 |
6,18,483 |
4,70,150 |
| Cost of Material consumed |
83,830 |
22,046 |
83,830 |
25,824 |
| Purchase of Stock in Trade |
- |
- |
- |
- |
| Changes in inventories of finished goods work in progress and
stock in trade |
33,466 |
1,02,941 |
73,962 |
1,02,941 |
| Employee benefits expense |
33,434 |
24,898 |
33,435 |
29,098 |
| Finance cost |
67,137 |
1,05,999 |
67,137 |
1,06,004 |
| Depreciation and amortization expense |
540 |
664 |
10,266 |
10,355 |
| Other expenses |
24,530 |
26,117 |
75,789 |
58,421 |
| Total expenses |
2,42,937 |
2,82,665 |
3,44,419 |
3,32,643 |
| Profit before tax |
1,18,495 |
(15,998) |
2,74,064 |
1,37,507 |
| Tax expenses |
29807 |
(3,706) |
69,501 |
35,583 |
| Profit after tax |
88,688 |
(12,292) |
2,04,563 |
1,01,924 |
| Basic earnings Per Share (in Rs.) |
1.15 |
(0.16) |
2.64 |
1.37 |
| Diluted earnings Per Share (in Rs.) |
1.15 |
(0.16) |
2.64 |
1.37 |
REVIEW OF BUSINESS OPERATIONS
In FY 2024 25, Dhanuka Realty Limited focused on ongoing development
across its residential, commercial, and infrastructure projects. The Company also expanded
its services in land aggregation and design consultancy, supporting both its own projects
and external clients. Improved execution and timely delivery helped strengthen its
position in the Rajasthan real estate market.
Your Company's Standalone Total Profit (loss) after tax for the
current financial year 2024-25 is Rs. 88.69 Lakhs [profit (loss) after tax for the
previous financial year is Rs. (12.29) lakhs].
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
Your Directors are optimistic about company's 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.
Triveni Kripa Buildhome Private Limited Profit after tax for the
current financial year 2024-25 is Rs. 115.99 lakhs
Dhanuka Affordable Housing Private Limited Profit after tax for the
current financial year 2024-25 is Rs. (0.12) 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. 88.69 lakhs to the Reserve
for the year under review.
SHARE CAPITAL
The Authorized Share Capital of the Company is Rs.
12,00,00,000/-(Rupees Twelve Crores only) divided into 1,20,00,000 (One Crore Twenty Lakhs
only) equity shares of Rs. 10 each.
The Issued, Subscribed and Paid-Up Capital of the Company as on March
31, 2025 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 2024-25 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
2024-25 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 2024-25 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 Company's 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 2024-25.
APPOINTMENT/RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
o During the Financial Year 2024-2025, Mr. Yogesh Dhanuka (DIN:
01437705), was re-appointed as Chairman and Managing Director of the Company for the
period of 3 years w.e.f; 22nd August, 2024. o During the Financial Year 2024-2025, Mr.
Anil Sharma (DIN: 10169968), Additional Non-Executive Director resign from the
directorship of the company w.e.f. 06th September, 2024. o During the Financial Year
2024-25, Mr. Anil Sharma (DIN: 10169968) was appointed as Additional Non-Executive
Director of the company w.e.f. 14th November, 2024. o 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 2025. o During the Financial Year 2024-25, Mr. Ankit
Sain (M. No. A-44868) resigned from the post of Company Secretary & Compliance Officer
and 31/03/2025 being his last working day and Ms. Tanisha Gupta (M. No. A76024) was
appointed as Company Secretary & Compliance Officer of the Company w.e.f; 01/04/2025.
o After the end of Financial Year 2024-25 and upto the date of Board Report Mr. Aditya
Malpani (DIN: 06428810) resigned from the post of CFO on 7th August, 2025 and in his place
Mr. Ankit Sain (DIN: 10547085) was appointed as CFO. Further, Mr. Anil Sharma (DIN:
10169968) resigned from the post of Additional Non-Executive Director on 7th August, 2025
and in his place Mr. Pushpendra Singh (DIN: 07159002) was appointed as Additional
Non-Executive Director on the same day. o Pursuant to section 152 of the Act, Mr. Yogesh
Dhanuka, Managing Director, is liable to retire by rotation at the ensuing 18th 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.
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 Company's 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 Director's is as per
the terms laid out in the nomination and remuneration policy of the Company. The policy is
available on the Company's 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 31.03.2025, 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
Four meetings of Audit Committee were held in 2024-2025 i.e., on
30/05/2024, 19/07/2024, 13/11/2024 and 20/01/2025.
| Members |
Category |
Meetings held during the tenure of the
Directors |
Meetings attended |
| Dheeraj Borad |
Independent & Non- Executive Director |
4 |
4 |
| Shraddha Jain |
Independent & Non- Executive Director |
4 |
4 |
| Aditya Malpani |
WTD & CFO |
4 |
4 |
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 Company's 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 Director's Responsibility
Statement to be included in the Board's 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 31.03.2025, 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
Three meetings of Nomination and Remuneration Committee were held in
2024-2025 i.e., on 04/09/2024, 14/11/2024 and 31/03/2025.
| Members |
Category |
Meetings held during the tenure of the
Directors |
Meetings attended |
| Dheeraj Borad |
Independent & Non- Executive Director |
3 |
3 |
| Shraddha Jain |
Independent & Non- Executive Director |
3 |
3 |
| Anil Sharma |
Additional Non- Executive Director |
3 |
3 |
The composition of the Committee was reconstituted vide Board Meeting
dated 14/11/2024 as Mr. Anil Sharma (DIN: 10169968) resigned from the post of Additional
Non-Executive Director of the Company on 06/09/2024 resulting in the vacancy in the
committee which was refilled on re-appointment of Mr. Anil Sharma (DIN: 10169968) as
Additional Non-Executive Director in the Board Meeting dated 14/11/2024.
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 Director's:
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. p>
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 Company's
Employee Stock Option Schemes.
a) Composition
As on 31.03.2025, 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
Four meetings of Stakeholder Relationship committee were held in
2024-2025 i.e., on 06/05/2024, 17/07/2024, 11/11/2024, and 20/01/2025.
| Members |
Categories |
Meetings held during the tenure of Directors |
Meetings attended |
| Dheeraj Borad |
Non-Executive & Independent Director |
4 |
4 |
| Shraddha Jain |
Non-Executive & Independent Director |
4 |
4 |
| Yogesh Dhanuka |
Executive Director |
4 |
4 |
INFORMATION ABOUT SUBSIDIARY/JV/ASSOCIATE COMPANY
Details of the Companies which have become its Subsidiary/ JV/
Associate Company.
| S.No Name |
Status Subsidiary/ JV/ Associate Company |
Date becoming Subsidiary/ JV/ Company |
of Associate |
Date of ceasing as Subsidiary/ JV/ Associate
Company |
| 1. Triveni Kripa Buildhome Private Limited |
Wholly Owned Subsidiary |
20 July, 2016 |
|
N.A. |
| 2. Dhanuka Affordable Housing Private Limited |
Wholly Owned Subsidiary |
18 2017 |
December, |
N.A. |
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
The details of the Eight meeting of the Board held during the year are
as under:
| Sr. No. |
No. of Board Meetings |
Date on which the Board Meetings were held |
Total Strength of Board |
No. of Directors present |
| 1. |
BM/2024-2025/01 |
17/04/2024 |
5 |
5 |
| 2. |
BM/2024-2025/02 |
30/05/2024 |
5 |
5 |
| 3. |
BM/2024-2025/03 |
17/07/2024 |
5 |
5 |
| 4. |
BM/2024-2025/04 |
06/09/2024 |
5 |
5 |
| 5. |
BM/2024-2025/05 |
14/11/2024 |
4 |
4 |
| 6. |
BM/2024-2025/06 |
08/01/2025 |
5 |
5 |
| 7. |
BM/2024-2025/07 |
18/03/2025 |
5 |
5 |
| 8. |
BM/2024-2025/08 |
31/03/2025 |
5 |
5 |
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 Company's 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, interpersonal 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 15th Annual General Meeting till the conclusion of
20th 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
Auditors of the Company and they have completed the internal audit as per the scope
defined by the Audit Committee.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to the Regulation 34(2) (e) of the SEBI (Listing Obligations
and Disclosure Requirements), Regulations, 2015, Management Discussion and Analysis Report
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
Company's 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 Company's 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 2024-25.
DIRECTOR'S 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
| (i) the steps taken or impact on conservation of energy; |
The Company's operations are not energy intensive and as
such involve low energy consumption. Company's operation does not consume significant
amount of energy during the year under review. However, the Company uses energy for its
office equipment such as computers, lighting and utilities at its work premises.
Therefore, ongoing process of awareness at regular intervals is given to concern
operational personnel on opportunity of energy conservation and their benefits |
| (ii) the steps taken by the company for utilizing alternate
sources of energy; |
|
| (iii) the capital investment on energy conservation
equipments; |
|
B) Technology Absorption
| (i) the efforts made towards technology absorption; |
Operations of the company do not involve any kind of special
technology and there was no expenditure on research & development during this
financial year 2024-2025. |
| (ii) the benefits derived like product improvement, cost
reduction, product development or import substitution; |
|
| (iii) in case of imported technology (imported during the
last three years reckoned from the beginning of the financial year)- |
|
| (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, 2025 is as follows:
| Particulars |
31st March 2025 |
31st March 2024 |
| Foreign Exchange Earnings |
-- |
-- |
| Foreign Exchange Outgo |
-- |
-- |
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
Subsequent to the end of financial year and upto the date of this
Report date, the company converted its loan of Rs. 4,50,00,000/- (Four Crore Fifty Lacs
Only) into 18,00,000 (Eighteen Lacs only) equity shares of the company having face value
of Rs. 10/- each issued at a price of Rs. 25/- each (including a premium of Rs. 15/- each)
and as a result of this conversion the paid-up share capital of the company increased from
77400400 to 95400400.
Company also reduced its credit facility with Indian Bank from 1173
lakhs to 157.50 lakhs This move reflects the Company's ongoing efforts to improve its
financial stability and decrease its dependence on borrowed funds.
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
and for that the company has adopted a Policy on prevention, prohibition, and redressal of
sexual harassment at workplace as per the requirement of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder.
However company has not received any complaint during the year.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions that were entered into during the
financial year were on an arm's 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)
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
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.
Further, the Company has accepted the amount from its Directors by way
of unsecured loan and a declaration to that effect pursuant to the provisions of Rule
2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014 has been taken from
concerned director from time to time. Details of the Loan taken from Directors are as
follows:
| Sr. No. Name |
Amount outstanding as on 31/03/2025 |
| 1. Yogesh Dhanuka |
41466760 |
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 company's 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.
ACKNOWLEDGEMENT
Your Directors wish to express their appreciation to the continued and
kind co-operation received from the Banks, Government Authorities, Customers, Vendors and
Shareholders during the year under review. Your Directors also wish to place on record
their deep sense of appreciation for the committed service of the Executives, staff and
Workers of the Company. We look forward for the continued support of every stakeholder in
the future.