Mar 31, 2015
The Directors have pleasure in presenting the 107t!l Annual Report of
the Company together with the Audited Statement of Accounts for the
year ended 31st March, 2015.
1. FINANCIAL STATEMENTS & RESULTS:
a. Financial Results
The Company's performance during the year ended 31st March, 2015 as
compared to the previous financial year, is summarized below:
Particular For the financial For the financial
year ended year ended
31th March, 2015 31th March, 2014
Profit before interest
depreciation, 43266 (1738051)
tax and Extra Ordinary
Items
Depreciation/
amortization 812 1639
Profit before interest,
tax and 42454 (1739690)
Extra Ordinary Items
Less: Provision for
taxes on 0 0
income
- Current tax 12028 NIl
MAT Credit Entitlement (12028) NIL
- Deferred tax liability / 11 (216)
(asset)
Profit before Extra
Ordinary Items 28623 (1811663)
Extra Ordinary Items
(Net of Tax) Nil Nil
Profit / Loss for the
year 28623 (1811663)
b. OPERATIONS:
The operations of the Company for the year under review have resulted
in the gross profit of Rs. 43266/- as against Rs. (1738051/-) in the
previous year. After providing for interest, depreciation and taxes,
the Company has recorded a net profit of Rs.28623/- as against Rs.
(1811663/-) in the previous year.
2. BOARD OF DIRECTORS:
Mr Rajkumar Bulakidass Mall retire by rotation at the forthcoming
Annual General Meeting and being eligible, offer themselves for
re-appointment.
Pursuant to Sections 149 and 161 of the Companies Act, 2013 and in
terms of Clause 49 of the Listing Agreement, the Board of Directors had
at its meeting held on 04th September, 2014, appointed Ms. Madhumati
Gawade as an Additional Director of the Company w.e.f 04th September,
2015.
None of the Directors are disqualified from being appointed as
Directors as specified in section 164 of Companies Act, 2013.The
profile of Directors seeking appointment/ re- appointment forms part of
the Corporate Governance Report.
3. SHARE CAPITAL OF THE COMPANY:
The Paid up Equity Share Capital, as at 31st March, 2015 was Rs.
18300000/- divided into 18300000 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 differential voting rights nor granted
any stock options or sweat equity,
4. DIVIDEND:
For conservation of resources your Directors do not recommend any
dividend for the year ended 31st March, 2015.
5- TRANSFER TO RESERVES:
The Board of Directors has not recommended transfer of any amount of
profit to reserves during the year under review. Hence, the entire
amount of profit for the year under review has been carried forward to
the Statement of Profit and Loss.
6. DECLARATION BY AN INDEPENDENT DIRECTORS:
AH the Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section ' 149 (6) of the
Act and Clause 49 of the Listing Agreement entered into with the Stock
Exchange. In the opinion of the Board, they fulfill the conditions of
independence as specified in the Act and the Rules made there under and
are independent of the management.
During the year, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company.
7. BUSINESS OVERVIEW:
The Company is not engaged in any manufacturing activity and therefore
there are no particulars to be disclosed under section 217(l)(e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988. There has been no
foreign exchange out flow/inflow during the year.
8. SUBSIDIARIES, ASSOCIATES AND TOINT VENTURE COMPANIES:
During the year under review, your Company did not have any subsidiary,
associate and joint venture company.
9. REVISION OF FINANCIAL STATEMENT:
There was no revision of the financial statements for the year under
review.
10. FIXED DEPOSITS:
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules,2014.
11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS:
There are no significant / material orders passed by the Regulators or
courts or Tribunals impacting the going concern status of your Company
and its operations in future
12. 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, no material or serious observation has been received
from the Internal Auditors of the Company for inefficiency or
inadequacy of such controls.
13. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
Your Company has not entered into any transaction with the Related
Parties during the year under review.
14. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND
SECURITIES:
Your Company has not provided and Loan, Guarantee, Investment or
security in favour of third party during the year under review.
15. GUIDELINES ON INSIDER TRADING:
Based on the requirements under SEBI (Prohibition of Insider Trading)
Regulations, 1992, as amended from time to time, the code of conduct
for prevention of insider trading and the code for corporate
disclosures ("Code"), as approved by the Board from time to time, are
in force by the Company. The Board is responsible for implementation of
the Code. The details of the Code adopted by the Company forms a part
of Corporate Governance Report.
16. 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.
The Policy aims to provide protection to employees at the workplace and
prevent and redress complaints of sexual harassment and for matters
connected or incidental thereto, with the objective of providing a safe
working environment, where employees feel secure. The Company has also
constituted an Internal Complaints Committee, to inquire into
complaints of sexual harassment and recommend appropriate action. All
employees (permanent, contractual, temporary, trainees), are covered
under this policy.
During the year 2014-2015, no complaints were received fay the Company
related to sexual harassment
17. KEY MANAGERIAL PERSONNEL
The Company has not appointed a Whole-time Company Secretary and Chief
Financial Officer during the financial year ending 31st March, 2015 as
required pursuant to provisions of Section 203 of Companies Act, 2013
read with rule 8 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.,but company is in process to appoint
the same.
18. DIRECTOR'S RESPONSIBILITY STATEMENT:
To the best of our knowledge and belief and according to the
information and explanations obtained. Directors make the following
statement in terms of Section 134 (3)(c) of the Companies Act, 2013
a) that in the preparation of the Annual Accounts, the applicable
accounting standards had fen followed along with proper explanation
relating to material departures, if any;
b) that 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.
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.
19. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During FY 2014-15 Six Board Meetings were held by the Company on 30th
May 2014, 14th August 2014, 04th September 2014, 14th November 2014,
14th February 2015, 30th March 2015. The intervening gap between the
meetings was as prescribed under the Companies Act, 2013 and Clause 49
of the Listing Agreement entered with the BSE. The number of Committee
Meetings held during the FY 2014- 15 forms part of the Corporate
Governance Report.)
20. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act, 2013 read with the
Rules made there under, in respect of Corporate Social Responsibility
policy were not applicable the Company for the Financial Year 2014-15
ZL DISCLOSURES RELATED COMMITTEES AND POLICIES:
a. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of Directors as constituted
by the Board of Directors of the Company in accordance with the
requirements of Section 178 of the Act.
The composition of the committee is as under:
1. Mr. Shivanand Rama Hemmady - Chairman
2. Mr. Manoj Binod Himatsinghka - Member,
3. Mr. Rajkumar Bulakidass Mall - Member
The Board has in accordance with the provisions of sub-section (3) of
Section 178 of the Companies Act, 2013, formulated the policy setting
out the criteria for determining qualifications, positive attributes,
independence of a Director and policy relating to remuneration for
Directors, Key Managerial Personnel and other employees.
Major criteria defined in the policy framed for appointment of and
payment of remuneration to the Directors of the Company, are as under:
Minimum Qualification : Graduate
Positive Attributes : Analyzing, Visionary, Determined
Experience : 5 years (2years in case of professional)
b. AUDIT COMMITTEE:
The Audit Committee of Directors was constituted pursuant to the
provisions of Section 177 of the Companies Act, 2013. The composition
of the Audit Committee is in conformity with the provisions of the said
section. The Audit Committee comprises of:
1. Mr. Shivanand Rama Hemmady - Chairman
2. Mr. Manoj Binod Himatsingka - Member
3. Mr. Rajkumar Bulakidass Mall - Member
The scope and terms of reference of the Audit Committee have been
amended in accordance with the Act and the Listing Agreement entered
into with the Stock Exchanges.
During the year under review, the Board of Directors of the Company had
accepted all the recommendations of the Committee.
c. STAKEHOLDERS RELATIONSHIP COMMITTEE:
During the year under review, pursuant to Section 178 of the Companies
Act, 2013, the Board of Directors of the Company has constituted the
Stakeholder's Relationship Committee, comprising of Mr. Shivanand Rama
Hemmady , Mr. Manoj Binod Himatsinghka and Mr. Rajkumar Bulakidass
Mall. Mr. Rajkumar Bulakidass Mall has been appointed the Chairman of
the Stakeholders' Relationship Committee.
d. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:
The Board of Directors of the Company has, pursuant to the provisions
of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil
Mechanism Policy" for Directors and employees of the Company to provide
a mechanism which ensures adequate safeguards to employees and
Directors from any victimization on raising of concerns of any
violations of legal or regulatory requirements, incorrect or
misrepresentation of any, financial statements and reports, etc.
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.
e. RISK MANAGEMENT POLICY:
The Board of Directors of the Company has designed Risk Management
Policy and Guidelines to avoid events, situations or circumstances
which may lead to negative consequences on the Company's businesses,
and define a structured approach to manage uncertainty and to make use
of these in their decision making pertaining to all business divisions
and corporate functions. Key business risks and their mitigation are
considered in the annual/strategic business plans and in periodic
management reviews.
f. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an evaluation after taking into consideration various
aspects of the Board's functioning, composition of the Board and its
Committees, culture, execution and performance of specific duties,
remuneration,, obligations and governance.
The performance evaluation of the Independent Directors was completed.
The performance evaluation of the Chairman and the Whole-time Director
was carried out by the Independent Directors at their meeting. The
Board of Directors expressed their satisfaction with the evaluation
process.
g. INTERNAL CONTROL SYSTEMS;
Adequate internal control systems commensurate with the nature of the
Company's business and size and complexity of its operations are in
place has been operating satisfactorily. Internal control systems
comprising of policies and procedures are designed to ensure
reliability of financial reporting, timely feedback on achievement of
operational and strategic goals, compliance with policies, procedure,
applicable laws and regulations and that all assets and resources are
acquired economically, used efficiently and adequately protected.
h. DISCLOSURE UNDER SECTION 197(121 OF THE COMPANIES ACT, 2013 AND
OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES f APPOINTMENT &
REMUNERATION) RULES, 2014:
Statement pursuant to Section 197 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
not applicable to the Company since during the period under review
there were no employees who were in receipt of the remuneration beyond
the limits prescribed under Section 197 of the Act.
i. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR
SUBSIDIARY COMPANIES:
None of the managerial personnel i.e. Managing Director and Whoje time
Directors of the Company are in receipt of remuneration/commission from
the Holding or Subsidiary Company of the Company.
22. AUDITORS AND REPORTS:
The matters related to Auditors and their Reports are as under:
a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED
3isRs, MARCH 2015:
The observations made by the Statutory Auditors in their report for the
financial year ended 31st March 2015 read with the explanatory notes
therein are self-explanatory and therefore, do not call for any further
explanation or comments from the Board under Section 134(3) of the
Companies Act, 2013.
b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31Rs, MARCH 20l5:
Pursuant to provisions of Section 204 of the Companies Act, 2013 and
the Rules made there under, the Company has appointed Mrs. Pooja Jain,
Practicing Company Secretaries to undertake the Secretarial Audit of
the Company. The Secretarial Audit report is annexed herewith as
Annexure - A' and forms an integral part to this Report.
Company is a NBFC Company but the Company has not complied any
provisions of Reserve Bank of India (RBI) during the financial year
ended on 31st March, 2015. but the Company is in the process of
complying with the same.
The Company has not appointed a Whole-time Company Secretary and Chief
Financial Officer during the financial year ending 31st March, 2015 as
required pursuant to provisions of Section 203 of Companies Act, 2013
read with rule 8 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014,but company is in the process of
appointing the same.
The Annual General Meeting for the financial year ended on 31st March
2014 was held on 30th September, 2014 after giving notice to the
members of the Company and the resolutions, passed thereat were
recorded in the Minutes Book maintained for the purpose, however, the
Company has not filed MGT-15 with the Registrar of Company, but the
company is in the process of filing the same.
RATIFICATION OF APPOINTMENT OF AUDITORS:
M/s Lahoti Navneet & Co. Chartered Accountants, Statutory Auditors of
the company, hold office until the conclusion of ensuing Annual General
Meeting and have expressed their unwillingness to be reappointed. A
special notice has been received under section 140 (4) (i) of the
Companies Act, 2013 from a member proposing appointment of M/s Dhaval
Gala & Associates, Chartered Accountants, as the statutory auditors of
the company. Your company has received letter from M/s Dhaval Gala &
Associates, Chartered Accountants, expressing their willingness to be
appointed and to the effect that their appointment, if made, would be
within the prescribed limits under section 141(3)(g) of the Companies
Act, 2013 and that they are not disqualified for appointment. The
matter is placed for consideration of members in Annual General Meeting
23. OTHER DISCLOSURES:
Other disclosures as per provisions of Section 134 of the Act read with
Companies (Accounts) Rules, 2014 are furnished as under:
a. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act,
2013, Extract of the Annual Return for the financial year ended 31st
March 2015 made under the provisions of Section 92(3) of the Act is
attached as Annexure - B which forms part of this Report.
b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption
pursuant to Section 134(3) (m) of the Companies Act, 2013, read with
the Rule 8(3) of the Companies (Accounts) Rules, 2014 are not
applicable to the Company as the Company is not engaged in
manufacturing activities.
During the year under review, the Company has neither earned nor used
any foreign exchange.
24. ACKNOWLEDGEMENTS AND APPRECIATION:
Your Directors take this opportunity to thank the customers,
shareholders, suppliers, bankers, business partners/associates,
financial institutions and Central and State Governments for their
consistent support and encouragement to the Company.
Registered Office: By the order of the Board of Directors
Office No. 4,
Building No. 4, For Dhenu Buildcon Infra Limited
Vahatuk Nagar, Amboli,
Andheri (West),
Mumbai - 400 058.
Mr. Rajkumar Mall Mr. Shivanand Hemmady
(DIN: 01999513) (DIN: 00838098)
Date: 31.08.2015 DIRECTOR DIRECTOR
Mar 31, 2014
Dear Members
The Directors take pleasure in presenting the 106th Annual Report on
the business and operations of your Company alongwith the standalone
and consolidated summary financial statements for the year ended 31st
March, 2014.
Particulars 31.03.2014 31.03.2013
Profit before interest, (1738051) 530967
depreciation, tax and
Extra Ordinary Items
Depreciation/amortization 1639 844
Profit before interest, (1739690) 530123
tax and Extra Ordinary
Items
Finance Costs 72189 Nil
Profit before tax and (1811879) 530123
Extra Ordinary Items
Less: Provision for taxes on income
--Current tax Nil 72350
MAT Credit Entitlement Nil (72350)
--Deferred tax liability / (asset) (216) (108)
Profit before Extra Ordinary Items (1811663) 530231
Extra Ordinary Items (Net of Tax) Nil Nil
Profit / Loss for the year (1811663) 530231
OPERATIONS & GENERAL REVIEW
Company has incurred a loss of Rs. 1811663/- in this fiscal year as
compared to a profit after tax of Rs.530231/- earned during the
previous financial year.
DIVIDEND
For conservation of resources your Directors do not recommend any
dividend for the year ended 31st March, 2014.
DIRECTORS
Mr Rajkumar Bulakidass Mall retire by rotation at the forthcoming
Annual General Meeting and being eligible, offer themselves for
re-appointment.
Pursuant to Section 149 and other applicable provisions of Companies
Act, 2013 your Directors are seeking appointment Mr. Shivanand Rama
Hemmady, Mr. Manoj Binod Himatsinghka and Ms. Madhumati Amar Gawade as
Independent Director for the terms given in the Notice of 111th Annual
General Meeting. Details of the proposal for the appointment of above
Independent Directors are mentioned in the Explanatory Statement under
Section 102 of Companies Act, 2013 of the Notice of the 111th Annual
General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 your Directors confirm that:
That in the preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures.
That the Directors have selected such accounting policies and applied
them consistently and made judgements 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 of
that year.
That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
That the Directors had prepared the annual accounts on a going concern
basis.
MANAGEMENT DISCUSSIONS AND ANALYSIS
A detailed review of operations, performance and future outlook of your
Company and its business in given in the Management Discussion and
Analysis, which forms part of this report
CORPORATE GOVERNANCE
A separate report on Corporate Governance is annexed. Auditors''
certificate on compliance of conditions of the Corporate Governance as
stipulated in Clause 49 of the Listing Agreement with the Stock
Exchanges is also annexed.
PARTICULARS OF EMPLOYEES
None of the Company''s employees has drawn salary more than Rs. 60 Lacs
per Annum, if employed throughout the year and more than Rs Five Lacs
per month if employed for part of the year. Hence, information required
under section 217(2A) of the Companies Act, 1956 read with the
Companies ( Particulars of Employees) Rules, 1975 as amended is not
applicable to your Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO
The Company is not engaged in any manufacturing activity and therefore
there are no particulars to be disclosed under section 217(1)(e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988. There has been no
foreign exchange out flow/inflow during the year.
AUDITORS'' REPORT
The observations of the Auditors in their Report, read with the
relevant Notes to the accounts are selfexplanatory and therefore do not
require further explanations.
AUDITORS
The auditors, Messrs K. K. Khadaria & Co., Chartered Accountants, will
retire at the ensuing AGM. As recommended by the Audit Committee, the
Board has proposed the appointment of Messrs Lahoti Navneet & Co.,
Chartered Accountants as statutory auditors.
The appointment of the auditors is proposed to the Members in the
Notice of the current AGM vide item no. 3 for a period of four years
commencing from the current AGM till the conclusion of the One Hundred
and Elventh AGM subject to ratification by the Members every year. You
are requested to consider their appointment.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation for the assistance
and co-operation received from business associates, Govt. Authorities
and Members of the Company and look forward to their continued support.
Your Directors also wish to place on record their appreciation for the
devoted services of the employees of the Company.
By Order of the Board of Directors
For Dhenu Buildcon Infra Limited
Rajkumar Mall Shivanand Hemmady
Director Director
Registered Office:
Office No. 4, Building No. 4,
Vahatuk Nagar, Amboli,
Andheri (West),
Mumbai - 400 058
Date : 30th May, 2014 Place : Mumbai
Mar 31, 2013
To, The Shareholders
The Directors have pleasure in presenting the Twenty Ninth Annual
Report of your Company together with the Audited Statements of Accounts
for the financial year ended March 31, 2013.
FINANCIAL RESULTS :
31.03.2013 31.03.2012
(Rs.) (Rs.)
Profit/(Loss) for the year
before Depreciation & 530,123 295,675
Taxation
Less : Provision for Taxation (108) 234,000
Net Profit/(Loss) 530,231 61,675
Balance Loss brought forward
from previous year (651,256) (712,931)
Balance carried forward to
Balance Sheet (121,025) (651,256)
PERFORMANCE AND FUTURE PROSPECTS:
During the year under review the Company has earned a profit of Rs.
530,231 as compared to a profit of Rs. 61,675 last year.
DIVIDEND:
For conservation of resources your Directors do not recommend any
dividend for the year 2012-2013.
LISTING WITH THE STOCK EXCHANGES
The Equity Shares of the Company continue to remain listed with Bombay
Stock Exchange Ltd. (BSE). The listing fees payable to the stock
exchange for the year 2013-2014 have been paid.
DIRECTORS
Mr. Manoj Vinod Himatsinghka who retires from the Board by rotation at
the ensuing Annual General Meeting and being eligible, offer himself
for re-appointment. His brief profile is furnished in the explanatory
statement to the notice of the ensuing Annual General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, your Directors hereby confirm:
i. that in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with the proper
explanation relating to material departures;
ii. that 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 of the Company for that period ;
iii. that the Directors had taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act ,1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv. that the Directors had prepared the Annual Accounts on a going
concern basis.
AUDITORS'' REPORT
Your Directors confirm that the observations made by the Auditors in
their Report have been duly clarified in the Notes to the accounts
forming part of the Balance sheet and Profit and Loss Account, which
are self-explanatory.
AUDITORS
M/s. K. K. Khadaria & Co., Chartered Accountants appointed as the
Auditors of the Company, who retire at the conclusion of this Annual
General Meeting and being eligible, offer themselves for
re-appointment. The Board recommends their re-appointment.
A certificate has been received from the Auditors to the effect that
their appointment, is made, would be within the limits prescribed under
section 224 (1B) of the Companies Act, 1956. The Auditors have advised
that they have subjected themselves to the peer review process of the
Institute of Chartered Accountants of India (ICAI) and hold a valid
certificate issued by the Peer Review Board of the ICAI.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on Management Discussion and Analysis is enclosed as
an annexure to this report.
PERSONNEL
During the year under review there were no employees who were in
receipt of the remuneration beyond the limits prescribed under Section
217 (2A) of the Companies Act, 1956. Therefore, the details as required
by the provisions of the aforesaid Section of the Companies Act, 1956,
read with the Companies (Particulars of Employees) (Amendment) Rules,
2002 are not applicable.
CORPORATE GOVERNANCE
The Company complies with Clause 49 of the Listing Agreement, as
amended from time to time. The Board of Directors of the Company has
adopted a Corporate Governance Policy meant to ensure fair and
transparent practices and a Code of Conduct for its Directors and
senior management.
A separate report on Corporate Governance along with the Auditors
Certificate on the compliance of corporate governance requirements of
Clause 49 of the Listing Agreement is given elsewhere in this Report.
CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTING
The Company is not engaged in any manufacturing activity and therefore
there are no particulars to be disclosed under the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988. There has been no foreign exchange out flow/inflow during
the year.
ACKNOWLEDGEMENT
The Board wishes to thank all the stakeholders in the Company, clients,
business associates & bankers for their continued support during the
year. The Board wishes to record its appreciation of all the efforts
put in by the staff and associates of the Company who have contributed
to the growth and success of the Company.
By Order of the Board
For DHENU BUILDCON INFRA LIMITED
Sd/-
Director
Registered Office:
17, Ground Floor, Mona
Shopping Centre, Dadabhai Road,
Near Navrang Cinema, Andheri(W),
Mumbai  400 058
Place: Mumbai Date: 30th May, 2013
Mar 31, 2012
The Directors submit their Annual Report and audited statement of
accounts for the year ended 31.3.2012.
FINANCIAL RESULTS :
31.03.2012 31.03.2011
Rupees Rupees
Profit/(Loss) for the year before
Depreciation & Taxation 717,670 (110,034)
Less : Provision for Taxation 234,000 -
Net Profit/(Loss) 483,670 (110,034)
Balance Loss brought forward from
previous year. (712,930) (602,896)
Balance carried forward to Balance
Sheet (229,260) (712,930)
PERFORMANCE AND FUTURE PROSPECTS
Company has incurred losses from operations of the Company amounted to
Rs. 2,29,260 in this fiscal as compared to a loss of Rs. 7,12,390 last
year.
DIVIDEND
For conservation of resources your Directors do not recommend any
dividend for the year 2011-2012.
LISTING WITH THE STOCK EXCHANGES
The Equity Shares of the Company continue to remain listed with Bombay
Stock Exchange Ltd. (BSE). The listing fees payable to the stock
exchange for the year 2012-2013 have been paid.
DIRECTORS
Mr. Shivanand Rama Hemmady who retires from the Board by rotation at
the ensuing Annual General Meeting and being eligible, offer him for
re-appointment. His brief profile is furnished in the explanatory
statement to the notice of the ensuing Annual General Meeting. Haresh
Atmaram Bhojwani resigned as Director of the Company w.e.f.17.09.2011.
Mr. Manoj Vinod Himat Singka was appointed as an additional Director
w.e.f. 17.9.2011. His appointment as Director has been regularized at
the Extra-ordinary General Meeting held on 5th November, 2011 by
electing him after receiving a Notice under Section 257 of the
Companies Act, 1956.
Mr. Raj Kumar Mall was appointed as an additional Director w.e.f.
30.8.2012. His appointment as Director has been regularized at the
Annual General Meeting held on 27th August, 2012 by electing him after
receiving a Notice under Section 257 of the Companies Act, 1956.
PREFERENTIAL ISSUE
During the year under review the Company made a Preferential Issue of
17,10,000 Equity Shares of Rs.10/- each at a Premium of Rs.50/- per
share. The Company made allotment of 17, 10,000 Equity shares on
December 13, 2011.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, your Directors hereby confirm:
i. that in the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with the proper
explanation relating to material departures ;
ii. that 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 of the Company for that period ;
iii. that the Directors had taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act ,1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv. that the Directors had prepared the Annual Accounts on a going
concern basis.
AUDITOR'S REPORT
Your Directors confirm that the observations made by the Auditors in
their Report have been duly clarified in the Notes to the accounts
forming part of the Balance sheet and Profit and Loss Account, which
are self- explanatory.
AUDITORS
M/s. Bhangaria & Co., who are the Statutory Auditors of the Company
hold office until the conclusion of the ensuing Annual General Meeting.
However they have expressed their unwillingness to continue as
Statutory Auditors of the Company. It is proposed to appoint M/s. K. K.
Khadaria & Co., Chartered Accountants to examine and audit the accounts
of the Company for the Financial Year 2012-13.
A certificate has been received from the Auditors to the effect that
their appointment, is made, would be within the limits prescribed under
section 224 (1B) of the Companies Act, 1956. The Auditors have advised
that they have subjected themselves to the peer review process of the
Institute of Chartered Accountants of India (ICAI) and hold a valid
certificate issued by the Peer Review Board of the ICAI.
CHANGE IN REGISTERED OFFICE OF THE COMPANY
The Company was shifted from Basement, Commercial Union House, No.9,
Wallace Street, Fort, Mumbai - 400 001 to 68, Gr. Floor, Om Heera
Panna, Near Oshiwara Police Station, Jogeshwari (W), Mumbai - 400 102
w.e.f. 3rd February, 2012.
Further Company was shifted from 68, Gr. Floor, Om Heera Panna, Near
Oshiwara Police Station, Jogeshwari (w), Mumbai - 400 102 to 17 Ground
Floor, Mona Shopping Centre, Dadabhai Road, Near Navrang Cinema,
Andheri (West), Mumbai w.e.f. 30th May, 2012.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on Management Discussion and Analysis is enclosed as
an annexure to this report.
PERSONNEL
During the year under review there were no employees who were in
receipt of the remuneration beyond the limits prescribed under Section
217 (2A) of the Companies Act, 1956. Therefore, the details as required
by the provisions of the aforesaid Section of the Companies Act, 1956,
read with the Companies (Particulars of Employees) (Amendment) Rules,
2002 are not applicable.
CORPORATE GOVERNANCE
The Company complies with Clause 49 of the Listing Agreement, as
amended from time to time. The Board of Directors of the Company has
adopted a Corporate Governance Policy meant to ensure fair and
transparent practices and a Code of Conduct for its Directors and
senior management.
A separate report on Corporate Governance along with the Auditors
Certificate on the compliance of corporate governance requirements of
Clause 49 of the Listing Agreement is given elsewhere in this Report.
CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTING
The Company is not engaged in any manufacturing activity and therefore
there are no particulars to be disclosed under the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988. There has been no foreign exchange out flow/inflow during
the year.
ACKNOWLEDGEMENT
The Board wishes to thank all the stakeholders in the Company, clients,
business associates & bankers for their continued support during the
year. The Board wishes to record its appreciation of all the efforts
put in by the staff and associates of the Company who have contributed
to the growth and success of the Company.
By Order of the Board
For DHENU BUILDCON INFRA LIMITED
(formerly known as THE HINGIR RAMPUR COAL COMPANY LIMITED)
Sd/- Sd/-
Director Director
Registered Office:
17, Ground Floor, Mona Shopping Centre,
Dadabhai Road, Near Navrang Cinema,
Andheri (W), Mumbai - 400 058
Place: Mumbai
Date : 30th August, 2012
Mar 31, 2010
The Directors submit their Annual Report and audited statement of
accounts for the year ended 31.3.2010.
FINANCIAL RESULTS ;
31.03.2010 31.03.2009
Rupees Rupees
Profit/(Loss) for the year before
Depreciation & Taxation (117,668) (274,631)
Less : Provision for Taxation --- -----
Add : Excess Provision of Tax for
prior years ----- -----
Net Profit/(Loss) (117,668) (274,631)
Balance Loss brought forward from
previous year. (485.228) (210,597)
Balance carried forward to Balance
Sheet (602,896) (485,228)
OPERATIONS
The Company is in the process of look out for various business
ventures. Once the business is finalized, the shareholders will be
informed.
The Company during the year 2009-10 has not entered into any new
contract for leasing.
FIXED DEPOSITS
The Company is not accepting fixed deposits from the public.
DIRECTORATE :
Mr. Pramod D. Rasam retires by rotation and being eligible offers
himself for reappointment.
EMPLOYEES :
There is no employee covered under Section 217 (2A) of the Companies
Act, 1956.
STATEMENT UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT
OF BOARD OF DIRECTORS) RULES, 1988 PURSUANT TO SECTION 217 (2AA) OF THE
COMPANIES ACT, 1956.
1. The Company has no activities relating to conservation of energy.
2. (a) The company has made no provision for Research and Development
expenditure.
(b) The company has no activity relating to technology absorption,
adoption and innovation.
3. The Company has no activity relating to Foreign Exchange earnings
and outgo.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors confirm that:
- In the preparation of the annual accounts, the applicable accounting
standards have been followed, along with proper explanation relating to
material departure ;
- They have selected such accounting policies and applied them
consistently and made judgements 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 on 31st March, 2010 and of the profit or loss of the
company for that period ;.
- Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
- The Annual accounts are prepared on a going concern basis.
AUDITORS:
M/s. Bhangaria &Co., Chartered Accountants, Mumbai, Auditors of the
Company, retire at the ensuing Annual General Meeting and are eligible
for reappointment.
For and on behalf of the Board
For THE HINGIR RAMPUR COAL COMPANY LIMITED
S. R. HEMMADY PRAMOD RASAM
DIRECTOR DIRECTOR
Registered Office:
Basement, Commercial Union House,
No.9, Wallace Street, Fort,
Mumbai 400001.
Dated: August 25, 2010
Mar 31, 2009
The Directors submit their Annual Report and audited statement of
accounts for the year ended 31.3.2009.
FINANCIAL RESULTS :
31.03.2009 31.03.2008
Rupees Rupees
Profit/(Loss) for the year
before Depreciation & Taxation (2,74,631) 1,000,058
Less : Provision for
Taxation --- 113,394
Add : Excess Provision of
Tax for prior years --- 260,395
Net Profit/(Loss) (2,74,631) 1,147,059
Balance Loss brought forward
from previous year. (2,10,597) 1,357,656
Balance carried forward to
Balance Sheet (4,85,228) (210,597)
OPERATIONS
The Company is in the process of look out for various business
ventures. Once the business is finalized, the shareholders will be
informed.
The Company during the year 2008-09 has not entered into any new
contract for leasing.
FIXED DEPOSITS
The Company is not accepting fixed deposits from the public.
DIRECTORATE :
Mr. Pramod S. Manjrekar retires by rotation and being eligible offers
himself for reappointment.
EMPLOYEES:
There is no employee covered under Section 217 (2A) of the Companies
Act, 1956.
STATEMENT UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT
OF BOARD OF DIRECTORS) RULES, 1988 PURSUANT TO SECTION 217 (2AA) OF THE
COMPANIES ACT, 1956.
1. The Company has no activities relating to conservation of energy.
2. (a) The company has made no provision for Research and Development
expenditure. (b) The company has no activity relating to technology
absorption, adoption and innovation.
3. The Company has no activity relating to Foreign Exchange earnings
and outgo.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors confirm that:
à In the preparation of the annual accounts, the applicable accounting
standards have been followed, along with proper explanation relating to
material departure ;
à They have selected such accounting policies and applied them
consistently and made judgements 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 on 31st March, 2009 and of the profit or loss of the
company for that period ;.
à Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities ;
à The Annual accounts are prepared on a going concern basis.
AUDITORS:
M/s. Gagrani & Associates, Chartered Accountants, Mumbai, Auditors of
the Company, retire at the ensuing Annual General Meeting and are
eligible for reappointment.
For and on behalf of the Board
For THE HINGIR RAMPUR COAL COMPANY LIMITED
S. R. HEMMADY PRAMOD RASAM
DIRECTOR DIRECTOR
Registered Office:
Basement, Commercial Union House,
No.9, Wallace Street, Fort,
Mumbai 400001.
Dated: August 24, 2009