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Directors Report of Deepak Builders & Engineers India Ltd.
Mar 31, 2025
The Board of Directors have pleasure in presenting the 8th Annual Report on the business and
operations of the company, together with the Audited financial Statements for the financial year ended
31st March, 2025.
FINANCIAL PERFORMANCE
The Audited financial Statements for the financial year ended 31st March, 2025 have been prepared
in accordance with the Indian Accounting Standard (hereinafter referred to as âInd ASâ) prescribed
under Section 133 of the Companies Act, 2013 and other recognized accounting practices and
policies to the extent applicable. The companyâs performance during the financial year as compared
to the previous financial year is summarized below:
|
Particulars |
Financial Year |
Financial Year |
|
Revenue from Operations |
58179.38 |
51140.20 |
|
Other Income |
485.83 |
534.07 |
|
Total Income |
58665.21 |
51674.27 |
|
Profit before Finance Cost, Depreciation and Tax |
11555.44 |
11754.18 |
|
Finance Cost |
2772.12 |
2858.39 |
|
Depreciation |
679.53 |
717.16 |
|
Profit before Tax (PBT) |
8103.79 |
8178.63 |
|
Current Tax |
2101.13 |
2157.20 |
|
Deferred Tax |
(57.55) |
(26.55) |
|
Pr. Yr. Tax Adjustment |
385.23 |
6.82 |
|
Net Profit Tax (PAT) |
5674.98 |
6041.16 |
|
Other Comprehensive Income |
(63.07) |
(85.23) |
|
Total Comprehensive Income for the year |
5611.91 |
5955.93 |
|
Earning per equity shares |
14.04 |
16.84 |
During the year under review, the revenue from Operations and Other Income stood at Rs. 58665.21
as compared to the last yearâs of Rs, 51674.27. The company has achieved profit after Tax of Rs.
5674.98 as compared to the last yearâs of Rs, 6041.16.
DIVIDEND
The Board of directors of your Company has decided to recommend final dividend @10% i.e. Rs. 1/-
per share of face value of Rs. 10/-each fully paid for the financial year 2024-25, subject to the
approval of the shareholders in the ensuing Annual General Meeting and shall be subject to deduction
of income tax at source. The dividend will be paid to those members whose names appear in the
register of members as on record date and in respect of shares held in dematerialized form.
As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the company has formulated Dividend Distribution Policy in accordance with the said
regulations. The Dividend Distribution Policy is available on the companyâs website at
https://www.deepakbuilders.co.in/policies/.
TRANSFER TO RESERVES
The Board of Directors has decided to retain the entire amount of profit and loss account and not to
transfer any amount to general reserve.
CHANGE IN NATURE OF BUSINESS, IF ANY
No change occurred in the nature of the business carried on by the Company during the financial year
under review. Currently, the Company is engaged in the business of Construction & Infrastructure.
SHARE CAPITAL
a) Authorised Share Capital
During the year under review, there is no change in the Authorised Share Capital of the company.
As on 31st March, 2025, the Authorised Share Capital of the company is 5,50,00,000 equity
shares of Rs. 10/- each amounting to Rs. 55,00,00,000/- (Rs. Fifty Five Crores).
b) Issued, subscribed and paid-up share capital
During the year under review, the paid-up share capital has increased from 3,58,80,860 shares of
Rs. 10/- each to 4,65,80,860 shares of Rs. 10/- each of the company, consequent to Initial Public
Offer (IPO) which happen during the year.
The total offer size of the Initial Public Offer (IPO) was 1,28,10, 000 equity shares of face value of
Rs. 10/- each out of which 1,07,00,000 equity shares was fresh issue and 21,10,000 shares for
offer for sale.
As on 31st March, 2025, the issued, subscribed and paid-up share capital of the company is
4,65,80,860 shares of Rs. 10/- each amounting to Rs. 46,58,08,600/- (Rs. forty six crores fifty
eight lacs eight thousand and six hundred).
INITIAL PUBLIC OFFER AND LISTING
During the period under review, the company has successfully completed its Initial Public Offer (IPO)
of total size of 1,28,10,000 equity shares out of which 1,07,00,000 equity shares were fresh issue and
21,10,000 shares for offer for sale. The equity shares having face value of Rs. 10/- each was issued
at a price of Rs. 203/- (including share premium of Rs. 193/- per equity shares) aggregating to Rs.
26004.30 lacs. The equity shares of the company got listed on BSE Limited and National Stock
Exchange of India Limited on 28th October, 2024.
The proceeds from Initial Public Offer was earmarked for repayment of borrowings availed by the
Company from the Banks, working capital requirements and General Corporate Purposes.
The Initial Public Offer was open to the public from 21st October, 2024 and closed on 23rd October,
2024 and received overwhelming response and was over-subscribed by 41.54 times.
UTILISATION OF PROCEEDS OF IPO
The proceeds of IPO were utilized for the objects as disclosed in the Prospectus. The details as of
utilization of IPO proceeds as on 31st March, 2025, as under:
|
S. No. |
Name of the Object |
Amount as Document |
Modified |
Amount after |
Amount |
Total |
|
1. |
Repayment/prepayment, in |
3000.00 |
-- |
3000.00 |
2410.20 |
589.80 |
|
2. |
Funding of working |
1,1195.60 |
-- |
1,1195.60 |
1,1195.60 |
0.00 |
|
3. |
General Corporate |
4977.00 |
5396.80* |
5396.80 |
5016.70 |
380.10 |
|
Total |
19172.40 |
-- |
19592.40 |
18622.50 |
969.90 |
|
|
4. |
Issue Expenses |
2128.60 |
-- |
2128.60 |
2057.90 |
70.70 |
|
Gross Proceeds |
21301.20 |
5396.80 |
21721.00 |
20680.40 |
1040.60 |
Note:-
*Amount to be utilized as per prospectus w.r.t. General Corporate Purposes has been revised from
Rs. 4977.00 lacs to Rs. 5396.80 lacs. The increase of Rs. 419.80 lacs is on account of IPO expenses
in relation to Offer for Sale which were deducted at the time of calculation of Net Proceeds from IPO
as per the Prospectus submitted.
**Net unutilized proceeds as on 31 March, 2025, have been temporarily invested in deposits with
schedule banks, monitoring agency bank account and Current/ Cash Credit account.
STATEMENT OF DEVIATION AND VARIATION
Your Company has appointed CRISIL Ratings Limited as Monitoring Agency in terms of Regulation
41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 (âICDR Regulationsâ), as amended from time to time, to monitor the utilization of
IPO proceeds. The Company has obtained monitoring reports from the Monitoring Agency from time
to time confirming no deviation or variation in the utilization of proceeds of the IPO from the objects
stated in the Prospectus dated 23rd October, 2024.
The Company has submitted the statement(s) and report as required under Regulation 32 of the
Listing Regulations to both the stock exchanges where the shares of the Company are listed, i.e.
National Stock Exchange of India Limited and BSE Limited, on timely basis.
MATERIAL CHANGES AND COMMITMENTS, IF ANY
No material changes and commitments affecting the financial position of the Company occurred
between the ends of the financial year to which these financial statements relate as on the date of this
report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information on conservation of energy, technology absorption and foreign exchange earnings and
outgo as stipulated in Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014, for year ended 31 March, 2025, is annexed as Annexure-A to
this Report.
PARTICULARS OF EMPLOYEES
During the financial year under review, no employee was in receipt of remuneration exceeding the
limits as prescribed under provisions of Rule 5(2) and 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
The disclosure pertaining to remuneration and other details as required under Section 197(12) of the
Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed as Annexure-B to this Report.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013, the Directors, based
on the representation of the management, confirm that:
(i) in the preparation of the Annual Accounts for the year ended 31st March, 2025, the applicable
accounting standards have been followed and there are no material departures from the same;
(ii) they have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs
of the Company as at 31st March, 2025 and of the profit of the Company for the year ended on
that day;
(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities;
(iv) the Annual Accounts for the year ended 31st March, 2025 have been prepared on a âgoing
concernâ basis;
(v) they have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively throughout the financial
year.
(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively throughout the financial year.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Directors
None of the Director of the Company is disqualified from being appointed as Director in term of
Section 164(1) and (2) of the Companies Act, 2013 and is not debarred from holding the office of
Director by virtue of any SEBI order or any other authority.
Your Company has also obtained a certificate from M/s Lal Ghai & Associates, Practicing Company
Secretaries confirming that none of the Director on the Board of the Company have been debarred or
disqualified from being appointed or continuing as Director of the companies by Securities Exchange
Board of India (âSEBIâ)/Ministry of Corporate Affairs (âMCAâ) or any such statutory authority. The
aforementioned certificate forms part of this Annual Report as Annexure-1 with Corporate
Governance Report.
Directors retiring by rotation
Mr. Deepak Kumar Singal (DIN:01562688) will be retiring by rotation at the ensuing annual general
meeting and being eligible, offer himself for re-appointment in accordance with the provisions of
Section 152 of the Companies Act, 2013. The necessary approval of the members for re-appointment
of Mr. Deepak Kumar Singal has been incorporated in the notice of the annual general meeting of the
company.
The Board recommends the re-appointment of Mr. Deepak Kumar Singal (DIN:01562688) as Director,
for your approval. Brief details, as required under Secretarial Standard-2 and Regulation 36(3) of
SEBI, Listing Regulations, is provided in the Notice of the ensuing AGM.
Change in Board of Directors
During the year under review, on the recommendation of Nomination & Remuneration Committee, the
Board of Directors in its meeting held on 14th February, 2025, has appointed Mr. Harnam Singh
Khosa (DIN: 01945692) as additional director (Executive Director & Non Independent Director)
subject to the approval of the members of the company. Further, the members of the company though
Postal Ballot on 9th May, 2025, has approved the appointment of Mr. Harnam Singh Khosa (DIN:
01945692) as Executive Director.
Resignation/Cessation:
During the year under review, there has been no cessation or resignation of any Director of the
company.
Key Managerial Personnel
As on 31st March, 2025, the following persons have been designated as Key Managerial Personnel
(âKMPâ) of the Company, pursuant to the provisions of Sections 2(51) and Section 203 of the
Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:
|
S. No. |
Name |
Designation |
|
1 |
Sh. Deepak Kumar Singal |
Chairman cum Managing Director |
|
2 |
Smt. Sunita Singal |
Whole Time Director |
|
3 |
Sh. Rishabh Gupta* |
Chief Financial Officer |
|
4 |
Sh, Anil Kumar |
Company Secretary & Compliance Officer |
* Mr. Rishabh Gupta has resigned from the post of Chief Financial Officer of the company with effect
from 30th June, 2025.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors confirming that they meet
the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) &
25 of SEBI (LODR) Regulations, 2015.
The Independent Directors have also submitted a declaration confirming that they have registered
their names in the databank of Independent Directors as being maintained by the Indian Institute of
Corporate Affairs (IICA) in terms of Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014. None of the Director has any pecuniary relationship or transactions with the
Company.
COMPANYâS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY
MANAGERIAL PERSONNEL, SMP AND OTHER EMPLOYEES
The Company has in place a âPolicy on Nomination & Remuneration for Directors, Key Managerial
Personnel (KMP) and Senior Management, which, inter-alia, lays down the criteria for identifying the
persons who are qualified to be appointed as Directors and/or Senior Management Personnel of the
Company, along with the criteria for determination of remuneration of Directors, KMPs, Senior
Management Personnel and their evaluation and includes other matters, as prescribed under the
provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI(LODR)
Regulations, 2015. The Remuneration paid to the Directors is in line with the Remuneration Policy of
the Company.
The Nomination and Remuneration policy is available on the website of the Company at
https://www.deepakbuilders.co.in/policies/.
BOARD EVALUATION
The annual evaluation process of the Board of Directors, Individual Directors and Committees was
conducted in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria
such as the Board composition and structure, effectiveness of Board processes, information and
functioning etc. The performance of the Committees was evaluated by the Board after seeking inputs
from the committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance
Note on Board Evaluation issued by the Securities and Exchange Board of India.
In a separate meeting of Independent Directors, performance of Non-Independent Directors and the
Board as a whole was evaluated. Additionally, they also evaluated the Chairman of the Board, after
taking into account the views of Executive and Non-Executive Directors in the aforesaid Meeting. The
Board also assessed the quality, quantity and timeliness of flow of information between the Company
Management and the Board that is necessary for the Board to effectively and reasonably perform
their duties.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary /Joint Venture/ Associate Company, during the financial
year 2024-25.
PUBLIC DEPOSITS
During the year under review, your company has not accepted deposits from the public, pursuant to
the provisions of Section 73 of the Companies Act, 2013, read together with the Companies
(Acceptance of Deposits) Rules, 2014. However, the company has accepted loans from persons who
at the time of the receipt of amount, were directors of the company and details of the same has been
disclosed in notes of financial statement of the company.
MEETINGS OF THE BOARD
During the year under review, the Board of Directors met 12 (Twelve) times i.e. 9th April, 2024, 24th
May, 2024, 24th May, 2024, 19th August, 2024, 20th August, 2024, 9th September, 2024, 12th
October, 2024, 23rd October, 2024, 24th October, 2024, 16th November, 2024, 16th December, 2024
and 14th February, 2025 with a predefined agenda circulated well in advance. The intervening gap
between the meetings did not exceed 120 days, as prescribed under the Act and the SEBI Listing
Regulations.
INDEPENDENT DIRECTORSâ MEETING
During the year under review, a separate meeting of the Independent Directors of the company was
held on 14th October, 2024, without the presence of Non-Independent Directors and members of
Management. The Independent Directors reviewed the performance of Non-Independent Directors
and the Board as a whole, performance of Chairperson and assessed the quality, quantity and
timeliness of flow of information between the company management and the Board.
COMMITTEES OF THE BOARD
The Company has constituted the following committees as per the requirement of the provisions of
the Companies Act, 2013 and Listing Regulations:
1. Audit Committee
2. Nomination & Remuneration Committee
3. Corporate Social Responsibility Committee
4. The Stakeholdersâ Relationship Committee
5. Internal Management Committee
6. IPO Committee
A detailed note on the composition of the Board and its committees, including its terms of reference,
provided in the Corporate Governance Report, which forms part of this Annual Report. The
composition and terms of reference of all the above mentioned Committee(s) is in line with the
provisions of the Act and SEBI Listing Regulations.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The loans, guarantees given or security provided or investments made by the company under Section
186 of the Companies Act, 2013, during the financial year 2024-25, have been specifically disclosed
in the Notes of Financial Statement of the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the transactions between the Company and its related parties were reviewed and approved by
Audit Committee and are in accordance with the Policy on Related Party Transactions, formulated
and adopted by the Board of Directors. In compliance with the requirements of the Companies Act,
2013 and SEBI Listing Regulations, your Company has formulated a Policy on Related Party
Transactions, which is also available on Companyâs website at
https://www.deepakbuilders.co.in/policies/.
The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for
all transactions between the Company and its Related Parties. All Related Party Transactions were
placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for
Related Party Transactions which are of repetitive nature and/or entered in the ordinary course of
business and are at armâs length basis.
Further, the Company has not entered into any contracts/ arrangements/transactions with related
parties which are material in nature and not entered into any transaction that has any potential conflict
with the interest of the Company. In view of the above, the requirement of giving particulars of
contracts / arrangements made with related parties in Form AOC-2 is not applicable for the year under
review.
CORPORATE SOCIAL RESPONSIBILITY
In terms of the provisions of Section 135 of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules, 2014, (as amended), the Board has constituted a
Corporate Social Responsibility (âCSRâ) Committee. The details of the CSR Committee are provided
in the Corporate Governance Report, which forms part of this Annual Report. The CSR policy is
available on the website of your Company at https://www.deepakbuilders.co.in/policies/.
The CSR committee met once during the year under review, on 9th September, 2024. The company
has spent amount of Rs. 90,80,623/- towards the CSR obligation for the financial year 2024-25. The
brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company during
the financial year 2024-25, in accordance with the provisions of Section 135 of the Act and
Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in âAnnexure-Câ to this
report.
ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Returns of the Company are
available on the website of the Company at https://www.deepakbuilders.co.in/annual-reports/ &
https://www.deepakbuilders.co.in/annual-return/
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34(2)(e) read with Part B of Schedule V of the SEBI Listing Regulations, the
Management Discussion and Analysis Report (âMD&Aâ), is presented in a separate section forming
part of this Annual Report.
STATUTORY AUDITORâS AND AUDITORâS REPORT
As per the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and
Auditors) Rules, 2014, M/s Parmod G Gupta & Associates, Chartered Accountants, having Firm
Registration No. 018870N, was appointed as Statutory Auditors of the Company by the members in
the Annual General Meeting held on 30th September, 2023, for a term of five consecutive years to
hold office from the conclusion of 6th Annual General Meeting till the conclusion of the 11th Annual
General Meeting of the Company. M/s Parmod G Gupta & Associates, hold a valid Peer Review
certificate as per the requirement of Regulation 33 of the Listing Regulations, issued by the board of
The Institute of Chartered Accountants of India.
M/s Parmod G Gupta & Associates, Chartered Accountants, (FRN:018870N) have audited the
financial statements of the Company for the financial year ended March 31, 2025 and issued the
Auditorâs Report thereon. There are no qualifications or actions or adverse remarks or disclaimers in
the said report.
Further, the Auditorâs Report read with the notes on financial statements are self-explanatory and
hence does not call for any further comments.
INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Act read with Companies (Accounts) Rules, 2014, the
Board has appointed M/s. KR Aggarwal & Associates, Chartered Accountants, as Internal Auditor of
the Company. The Internal Auditor monitors and evaluates the effectiveness and adequacy of internal
control systems in the Company, its compliances with the operating systems, accounting procedure
and policies at all locations of the Company and reports to the Audit Committee.
COST AUDITORâS
Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with the Companies
(Cost Records and Audit) Amendment Rules, 2014, your Company is required to maintain cost
records as specified by the Central Government. M/s Gurvinder Chopra and Co., Cost Accountants
(Firm Registration No. 100260) were re-appointed as Cost Auditors to conduct audit of the cost
records of the Company for the financial year 2024-25.
SECRETARIAL AUDITORâS
M/s Lal Ghai & Associates, Practicing Company Secretaries were appointed as Secretarial Auditors,
to conduct Secretarial Audit of the Company for financial year 2024-25. The Secretarial Audit Report
is annexed herewith forming part to this Report as Annexure-D. The Secretarial Audit report being self
explanatory and hence does not call for any further comments.
REPORTING OF FRAUD BY AUDITORS
During the year under review, there were no frauds reported by the Auditors, to the Audit Committee
or the Board of the company as required under Section 143(12) of the Companies Act, 2013.
CODE FOR PREVENTION OF INSIDER TRADING
The Company has complied and formulated a Code of Conduct for Prevention of Insider Trading
Policy, which prohibits trading in shares of the Company by insiders while in possession of
unpublished price sensitive information in relation to the Company and can be accessed on the
Companyâs website through the following link https://www.deepakbuilders.co.in/policies/.
The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any
price sensitive information and to prevent any insider trading activity by way of dealing in securities of
the Company by its Designated Persons. The code is applicable to all directors, designated persons
and their immediate relatives and connected persons who have access to unpublished price sensitive
information.
Further, the Company has maintained a Structural Digital Database (SDD) pursuant to Regulations
3(5) and (6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015.
CORPORATE GOVERNANCE REPORT
The Company has complied with the requirements of Corporate Governance as stipulated under
Regulation 34 read with Schedule V of the SEBI Listing Regulations. Accordingly, the Corporate
Governance Report and requisite certificate from M/s Lal Ghai & Associates, Practicing Company
Secretaries, regarding compliance with the conditions of Corporate Governance forms a part of this
Report.
Your Company has also been enlisted in the new SEBI compliant redressal system (SCORES)
enabling the investors to register their complaints, if any, for speedy redressal.
RISK MANAGEMENT
The Company has a defined Risk Management framework to identify, assess, monitor and mitigate
various risks to key business objectives. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis. The framework provides
for identification of risk, its assessment and procedures to minimize risk and is being periodically
reviewed and control by the management.
INTERNAL CONTROL SYSTEMS
Your Company has in place, an adequate of internal control systems, commensurate with its size and
nature of its operations. The Company has comprehensive Internal Control Systems to ensure
reliability of financial reporting, timely feedback on achievement of operational and strategic goals,
compliance with policies, procedures, safeguarding of assets, prevention and detection of frauds.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the
internal control systems and suggests improvements to strengthen the same.
The details in respect of internal controls and their adequacy are included in the Management
Discussion and Analysis Report, which forms part of this Annual Report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (âPOSH Actâ) along with the Rules made thereunder, the Company
has mandates no tolerance against any conduct amounting to sexual harassment of women at
workplace. Internal Complaints Committee (ICC) has been set up to redress any complaints received
regarding sexual harassment for all its employees covering permanent, contractual, temporary &
trainees. The management of the company is complying the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013 not only in letter but in spirit as well.
The following are the summary of sexual harassment complaints received and disposed of during the
year:
(a) Number of complaints of sexual harassment received in the year 2024-25: NIL
(b) Number of complaints disposed off during the year 2024-25: NIL
(c) Number of cases pending for more than 90 days: NIL
MATERNITY BENEFIT COMPLIANCE
The Company continues to maintain an internal policy framework that is compliant with the applicable
provisions of the Maternity Benefit Act, 1961, and remains committed to implementing all statutory
benefits as and when the circumstances so require.
The Company further affirms its commitment to uphold the principles of equality, non-discrimination,
and employee welfare, and shall continue to ensure compliance with all applicable labour laws,
including those concerning maternity benefits, in both letter and spirit.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In Compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of
SEBI, Listing Regulations, the Company has in place the Whistle Blower Policy and Vigil Mechanism
for directors, employees and other stakeholders which provides a platform to them for raising their
voice about any breach of code of conduct, financial irregularities, illegal or unethical practices,
unethical behaviour, actual or suspected fraud.
Adequate safeguards are provided against victimization to those who use such mechanism and direct
access to the Chairman of the Audit Committee in appropriate cases is provided. The Whistle Blower
Policy and Vigil Mechanism is available on the Companyâs website at
https://www.deepakbuilders.co.in/policies/.
HUMAN RESOURCES
Employees are the most valuable and indispensable asset of the Company. Your Company has
cordial relations with the workers and employees at all levels in the organization. A section on Human
Resources is provided in the Management Discussion and Analysis Report, which forms part of the
Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL
MEETINGS
During the financial year 2024-25, the Company has complied with all the relevant provisions of the
applicable mandatory Secretarial Standards i.e. SS-1 and SS-2, relating to âMeetings of the Board of
Directorsâ and âGeneral Meetingsâ, respectively issued by the Institute of Company Secretaries of
India and notified by Ministry of Corporate Affairs.
GENERAL DISCLOSURES
Your Directors state that:
1. No material changes and commitments affecting the financial position of the company have
occurred from the close of the financial year ended 31st March, 2025, till the date of this report.
2. During the year, no significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Companyâs operation.
3. During the financial year under review, there was no issue of equity shares with differential rights
as to dividend, voting or otherwise.
4. During the Financial Year under review, the Company neither made any application nor any
proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).
5. The Company serviced all the debts & financial commitments as and when they became due with
the Bankers or Financial Institutions.
6. There was no instance of one-time settlement with any Bank or Financial Institution.
7. The Company does not have any share in unclaimed suspense demat account.
ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for the co-operation and assistance received
from the Government authorities, Banks and other financial institutions, vendors, suppliers,
customers, shareholders and all other stakeholders during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for the committed
services of all the employees.
By the order of the Board,
For Deepak Builders & Engineers India Limited,
Date: 14-08-2025
Place: Ludhiana
Deepak Kumar Singal Sunita Singal
Managing Director Whole Time Director
(DIN: 01562688) (DIN: 01534585)
Mar 31, 2024
The Board of Directors are pleased to present 7th Annual Report on the business and operations of your Company, together with the audited financial statements of the company for the financial year ended 31st March, 2024.
1) FINANCIAL PERFORMANCE
The Company prepared its financial statements in accordance with the requirements of the Companies Act, 2013. The financial performance of the company for the year ended 31st March, 2024, is summarized as under:
|
(Amount in crores) |
|||
|
S. NO. |
PARTICULARS |
Year ended 31st March, 2024 |
Year ended 31st March, 2023 |
|
1 |
Sales and other Income |
608.77 |
509.34 |
|
2 |
Total Expenditure |
526.98 |
480.62 |
|
3 |
Profit before Tax |
81.79 |
28.72 |
|
4 |
Tax Expenses Current Tax Deferred Tax |
21.57 (-) 0.20 |
7.57 (-) 0.24 |
|
5 |
Profit after Tax |
60.41 |
21.39 |
|
6 |
Earning Per Equity Share: (1) Basic (2) Diluted |
16.84 16.84 |
5.96 5.96 |
2) STATE OF THE COMPANYâS AFFAIRS. ITS OPERATIONS AND FUTURE OUTLOOK: PERFORMANCE AT A GLANCE
During the financial year under review, the total income of the company has been increased to Rs. 608.77 crores as compared to Rs. 509.34 crores in the previous year. The company has earned a net profit of Rs. 60.41 crores as compared to Rs. 21.39 crores in previous year. Further, the total expenses of the company has also been increased during the current year to Rs. 526.98 crores as compared to previous year of Rs. 480.62 crores.
The Company, is primarily engaged in the business of Construction and specializing in execution and construction of administrative & institutional buildings, hospitals, medical colleges, industrial building, historical memorial complex, stadium and sports complex, and residential complex. The company has further diversified in undertaking specialized structural work such as flyovers, approach roads, rail under bridge, rail over bridges and development and redevelopment of railway stations. The prime focus of the company has always been ensuring timely completion and deliveries of all its projects well within time.
The future of the company is looking positive as the Government is more emphasis on development of Construction sector which include Infrastructure construction, for boosting the economic growth of the country.
3) CHANGE IN NATURE OF BUSINESS. IF ANY
No change occurred in the nature of the business carried on by the Company during the financial year under review. Currently, the Company is engaged in the business of Construction.
4) SHARE CAPITAL
During the year under review, the company has increased its Authorised Share Capital from Rs. 36,00,00,000/- (Rs. Thirty Six Crores) to Rs. 55,00,00,000/- (Rs. Fifty Five Crores) with approval of the Board on 2nd January, 2024 and Shareholders in their extra-ordinary general meeting held on 19th January, 2024, for the purpose of initial public offer of the Company.
Further, there was no change in the paid-up equity share capital of the company. The paid-up equity share capital of the company as on 31st March, 2024, is Rs. 3,588.09 Lakhs.
5) EXTRACTS OF ANNUAL RETURN
The extracts of the Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form No. MGT-7, can be accessed on the Company''s website at www.deepakbuilders.co.in,
6) AMOUNT TRANSFERRED TO ANY RESERVES
The Company has not transferred any amount to any reserves during the financial year.
7) DIVIDEND
Considering the future business requirements of the Company, the Board of Directors does not recommended payment of dividend to members on the equity shares of the Company for the financial year ended 31st March, 2024.
8) DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013, the Directors confirm that:
a) In the preparation of the annual accounts for the year under report, the applicable accounting standards have been followed to the extent of their applicability 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/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 Company is not a listed company; hence contents of this clause are not applicable;
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
9) DIRECTORS & KEY MANAGERIAL PERSONNEL
During the year under review, on the recommendation of the Board of Directors in its meeting held on 2nd January, 2024, the company appointed Mr. Vinod Kumar Kathuria (DIN: 06662559) as Independent Director with the approval of the members in their extra-ordinary general meeting held on 19th January, 2024.
Smt. Sunita Singal (DIN:01534585) will be retiring by rotation at the ensuing annual general meeting and being eligible, offer herself for re-appointment in accordance with the provisions of Section 152 of the Companies Act, 2013. The necessary approval of the members for reappointment of Smt. Sunita Singal has been incorporated in the notice of the afTnual general meeting of the company.
Mr. Akash Singal, Executive Director (Business Development & Planning) resigned from the directorship of the company with effect from 12th October, 2023. The Board place on record the valuable contribution made by him during his tenure as director of the company.
None of the Directors are disqualified under Section 164 or liable to vacate office under Section 167 of the Companies Act, 2013.
101 COMMITTEES OF THE BOARD
The Company has following committees in compliance with the requirements of Companies Act, 2013 and Listing Regulations:
1. Audit Committee
2. Nomination & Remuneration Committee
3. Corporate Social Responsibility Committee
4. The Stakeholders'' Relationship Committee
5. IPO Committee
6. Internal Management Committee
AUDIT COMMITTEE
During the year under review, the Board of Directors has re-constituted Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
The Audit Committee comprises of three members out of which two are Independent Directors. Sh. Inder Dev Singh is Chairperson of the said Committee and other members of the Committee are Sh. Vinod Kumar Kathuria and Sh. Deepak Kumar Singal.
The Company Secretary of the Company acts as Secretary to the Committee.
All the members of the Committee are financially literate and possess accounting financial management expertise. The "term of reference" of the Audit Committee is in accordance with the provisions of Section 177(4) of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations.
The Audit committee met six times during the financial year 2023-24, on 25.05.2023, 23.08.2023, 29.09.2023, 02.01.2024, 09.02.2024 and 26.03.2024.
The number of meetings attended by each member during the year 2023-24 are as follows:
|
Name of Members |
Designation |
Category |
No. of Committee Meetings |
|
|
Held/ entitled |
Attended |
|||
|
Sh. Inder Dev Singh |
Chairman |
Non-executive, Independent Director |
6 |
6 |
|
Sh. Vinod Kumar Kathuria** |
Member |
Non-executive, Independent Director |
2 |
2 |
|
Sh. Deepak Kumar Singal |
Member |
Chairman and Managing Director |
6 |
6 |
|
Sh. Kashish Mittal* |
Member |
Non-executive, Independent Director |
4 |
3 |
*Sh. Kashish Mittal till 09.02.2024
** Sh. Vinod Kumar Kathuira appointed on 09.02.2024
NOMINATION & REMUNERATION COMMITTEE
During the year under review, the Board of Directors has re-constituted Nomination & Remuneration Committee in accordance with the provisions of Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
The Nomination & Remuneration Committee comprises of four members with Independent Directors forming a majority. Sh. Kashish Mittal is the Chairperson of the said Committee and Sh.
Inder Dev Singh, Sh. Vinod Kumar Kathuria and Sh. Deepak Kumar Singal, are members of the committee. Sh. Anil Kumar, Company Secretary will act as Secretary of the Committee.
Nomination & Remuneration Committee is responsible for, inter alia, recommendation and approval of remuneration of the Directors, KMPs and Senior Management. Nomination & Remuneration Committee is also entrusted with the responsibility of framing the criteria for evaluation of the Individual Directors, Chairman of the Board, the Board as a whole and its Committees.
The Nomination & Remuneration committee met four times during the financial year 2023-24, on 25.05.2023, 29.09.2023, 02.01.2024 and 09.02.2024.
|
Name of Members |
Designation |
Category |
No. of Committee Meetings |
|
|
Held/ entitled |
Attended |
|||
|
Sh. Kashish Mittal |
Chairman |
Non-executive, Independent Director |
4 |
4 |
|
Sh. Inder Dev Singh |
Member |
Non-executive, Independent Director |
4 |
4 |
|
Sh. Akash Singal* |
Member |
Executive Director |
2 |
2 |
|
Sh. Deepak Kumar Singal** |
Member |
Chairman and Mg. Director |
1 |
1 |
|
Sh. Vinod Kumar Kathuria*** |
Member |
Non-executive, Independent Director |
1 |
1 |
|
* Sh. Akash Singal till 12.10.2023 ** Sh. Deepak Kumar Singal appointed on 09.02.2024 *** Sh. Vinod Kumar Kathuira appointed on 09.02.2024 |
||||
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
During the year under review, the Company has re-constituted Corporate Social Responsibility Committee in accordance with the provision of Section 135 of the Companies Act, 2013, comprising of Sh. Deepak Kumar Singal as Chairman and Smt. Sunita Singal & Sh. Inder Dev Singh as its members. The Committee is responsible for formulating and monitoring the Corporate Social Responsibility Policy of the Company.
During the year under review, the CSR Committee met one time on 29th September, 2023;
The composition of CSR Committee and the number of meetings attended by each member during the year 2023-24 are as follows:
|
Name of Members |
Designation |
Category |
No. of Committee Meetings |
|
|
Held/ entitled |
Attended |
|||
|
Sh. Deepak Kumar Singal |
Chairman |
Chairman and Managing Director |
1 |
1 |
|
Sh. Inder Dev Singh |
Member |
Non-executive, Independent Director |
1 |
1 |
|
Smt. Sunita Singal |
Member |
Whole Time Director |
1 |
1 |
The Company Secretary of the Company acts as a Secretary to the Committee.
Terms of reference:
(i) formulate and recommend to the Board, a "Corporate Social Responsibility Policy" which shall indicate the activities to be undertaken by the Company as specified in Schedule Vll of the Companies Act, 2013 and the rules made thereunder, as amended, monitor the implementation of the same from time to time, and make any revisions therein as and when decided by the Board;
(ii) identify corporate social responsibility policy partners and corporate social responsibility policy programmes;
(iii) review and recommend the amount of expenditure to be incurred on the activities referred to in clause (i) and the distribution of the same to various corporate social responsibility programs undertaken by the Company;
(iv) delegate responsibilities to the corporate social responsibility team and supervise proper execution of all delegated responsibilities;
(v) review and monitor the implementation of corporate social responsibility programmes and issuing necessary directions as required for proper implementation and timely completion of corporate social responsibility programmes;
(vi) any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval of the Board or as may be directed by the Board, from time to time; and
(vii) exercise such other powers as may be conferred upon the Corporate Social Responsibility Committee in terms of the provisions of Section 135 of the Companies Act.
THE STAKEHOLDERS'' RELATIONSHIP COMMITTEE
During the year under review, the Company has constituted the Stakeholders'' Relationship Committee in accordance with the provisions of Section 178(5) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Stakeholders'' Relationship Committee comprises of three members, Sh. Kashish Mittal is the Chairperson of the said Committee and Sh. Deepak Kumar Singal and Smt. Sunita Singal, are members of the said committee. Sh. Anil Kumar, Company Secretary will act as Secretary of the Committee.
IPO COMMITTEE
During the year under review, the Company has constituted IPO Committee comprises of four members. Sh. Deepak Kumar Singal will act as Chairperson of the said Committee and Smt. Sunita Singal, Sh. Rishabh Gupta, Chief Financial Officer and Sh. Anil Kumar, Company Secretary are members of the said committee. The IPO Committee is authorized to carry out such acts, deeds and actions on behalf of the Board for the forthcoming IPO of the company, including negotiating, finalizing and executing all such documentation and agreements as may be required in this regard.
INTERNAL MANAGEMENT COMMITTEE
The Board of Directors of the Company has constituted Internal Management Committee, comprises of five members. Sh. Deepak Kumar Singal, Managing Director will act as Chairperson of the said Committee and Smt. Sunita Singal, Whole Time Director, Sh. Ashok Kumar, General Manager -Administration, Sh. Sunil Kumar, Manager - Tender / Documentation and Sh. Rishabh Gupta, Chief Financial Officer are members of the said committee. Internal Management Committee will see all the matters which may arise in normal course of business of the company.
The details of the Committeeâs are available on the website of the Company at www.deepakbuilders.co.in.
11) DECLARATION BY INDEPENDENT DIRECTORS
In terms of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors are appointed for a term of 5 years and are not liable to retire by rotation.
The Companyâs Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act 2013. Further, Board of Directors is of the opinion that the Independent Directors possess requisite qualifications, experience and expertise in industry.
During the year under review, the Non-Executive Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the company.
121 PARTICULARS OF REMUNERATION:
i. DETAILS OF TOP 10 EMPLOYEES OF THE COMPANY
During the financial year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. w
ii. REMUNERATION PAID/ PAYABLE TO THE DIRECTORS AND KMP OF THE COMPANY
During the year under review, no director was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197, Schedule V of the Companies Act, 2013. Further, the remuneration of Directors and Key Managerial Personnel are as follows;
|
Remuneration Paid to the Directors during the Year: (Rs. In Lakhs) |
||
|
Name of Director/KMP |
Designation |
Remuneration paid |
|
Mr. Deepak Kumar Singal |
Chairman and Managing Director |
105.00 |
|
Mrs. Sunita Singal |
Whole Time Director |
65.00 |
|
Mr. Rishabh Gupta |
Chief Financial Office |
11.30 |
|
Mr. Anil Kumar |
Company Secretary |
7.30 |
|
Remuneration Payable to the Directors as on 31st March 2024: [Rs. In Lakhs] |
||
|
Name of Director |
Designation |
Remuneration paid |
|
Mr, Inder Dev Singh |
Independent Director |
2.40 |
|
Mrs. Kashish Mittal |
Independent Director |
2.20 |
|
Mr. Akash Singal |
Executive Director |
12.00 |
|
Mr. Vinod Kathuria |
Independent Director |
â |
131 BOARD MEETINGS CONDUCTED DURING THE YEAR
The Board of Directors of the Company met 7 [Seven] times during the year under review. The intervening gap between the meetings was within the period as prescribed under the provisions of the Companies Act 2013.
The Board meets at regular intervals to discuss and decide on Company''s business policy and strategies. The date of meetings of the Board of Directors and Committee are informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.
The notice of meeting of the Board of Directors and Committees is given well in advance to all the Directors of the Company. The agenda of the Board / Committee meetings are circulated as per the provisions of section 173 of the Companies Act 2013 and Secretarial Standard on meetings of the Board of Directors (SS-1) issued by the Institute of Company Secretaries of India (''1CS1'']. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.
|
During the Financial Year 2023-24, the Board of Directors met 7 (Seven) times on: |
||||
|
S. No. |
No. of Meeting |
Date of Meeting |
||
|
1 |
01/2023-24 |
25.05.2023 |
||
|
2 |
02/2023-24 |
23-08-2023 |
||
|
3 |
03/2023-24 |
29-09-2023 |
||
|
4 |
04/2023-24 |
12-10-2023 |
||
|
5 |
05/2023-24 |
02-01-2024 |
||
|
6 |
06/2023-24 |
09.02.2024 |
||
|
7 |
07/2023-24 |
26.03.2024 |
||
Some of the meetings were held through Video Conferencing as permitted under provisions of the Companies Act 2013.
The intervening gap between two consecutive meetings was within the maximum period mentioned under Section 173 of the Companies Act 2013.
|
The attendance of Directors at the Meeting of the Board of Directors for Financial Year 2023-24 is as under: |
||||
|
S. No. |
Name of Directors |
Designation |
No. of Board meeting Held / entitled to attend |
No. of Board meeting Attended |
|
1 |
Mr. Deepak Kumar Singal |
Chairman and Mg. Director |
7 |
7 |
|
2 |
Mrs. Sunita Singal |
Whole Time Director |
7 |
7 |
|
3 |
Mr. Inder Dev Singh |
Independent Director |
7 |
7 |
|
4 |
Mrs. Kashish Mittal |
Independent Director |
7 |
6 |
|
5 |
Mr. Akash Singal* |
Executive Director |
3 |
3 |
|
6 |
Mr. Vinod Kumar Kathuria** |
Independent Director |
2 |
2 |
|
* Mr. Akash Singal resigned w.e.f. 12.10.2023 ** Mr. Vinod Kumar Kathuria appointed on 19.01.2024 |
||||
14) ANNUAL EVALUATION OF THE PERFORM ANCETHE OF BOARD:
Pursuant to the provisions of the Companies Act, 2013, a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and Individual Directors. Schedule IV to the Companies Act, 2013, states that the performance evaluation of the Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria.
The Board has carried out evaluation of its own performance of all the Directors individually as well as the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholdersâ Relationship Committee of the Company for the financial year 2023-24. The Board has devised questionnaire to evaluate the performances of each of Executive, Non-Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:
i. Attendance at Board Meetings and Committee Meetings; ^
ii. Quality of contribution to Board deliberations;
iii. Strategic perspectives or inputs regarding the future growth of the Company and its performance;
iv. Providing perspectives and feedback going beyond the information provided by the management.
15) SEPARATE MEETING OF INDEPENDENT DIRECTORS:
As per the requirement of Schedule IV and provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 2nd January, 2024, to review, among other things, the performance of non-independent Directors and the Board as a whole, evaluation of the performance of the Chairman and the flow of communication between the Board and the management of the Company.
161 DRHP FILED WITH SEBI FOR INITIAL PUBLIC OFFER
During the year under review, the management of the company has filed DRAFT RED HERRING PROSPECTUS (DRHP) with SEBI, on 9th April, 2024, for raising funds from public to expand its business. The company decided to issue 1,44,00,000 equity shares through initial public offer, out of which fresh issue equity shares is 1,20,00,000 and 24,00,000 shares are being offered for sale from the existing holding of promoters of the company. Mr. Deepak Kumar Singal is selling 21,60,000 equity shares and Mrs. Sunita Singal, 2,40,000 equity shares. The offer is being made through book building process in accordance with Regulation 6(1) of the SEBI ICDR, Regulations, 2018.
The equity shares of the company will be listed on BSE and NSE, Stock Exchanges for which company has received in-principal approval on 26th July, 2024, from both the Stock Exchanges. The proceeds of Public issue will be utilized for repayment of borrowing, working capital requirements, issue expenses and for General Corporate purpose.
17) PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANY ACT. 2013
The loans, guarantees given or security provided or investments made by the company under Section 186 of the Companies Act, 2013, during the year have been specifically disclosed in the Notes of Financial Statement of the Company.
18) PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the related party transactions made by the Company during the financial year were in the ordinary course of business and on arm''s length basis. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 are furnished in "Annexure A" (AOC-2) and form part of this report, further the details of these transactions is also provided in Notes of the standalone financial statement of the Company. The Policy on Related Party Transactions is available on the website of the Company at www.deepakbuiIders.co.in.
19) MATERIAL CHANGES AND COMMITMENTS. IF ANY
No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate as on the date of this report.
20) CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are as under:
a) Conservation of Energy/ Technology Absorption:
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company.
b) Foreign Exchange Earnings/ Outgo:
During the financial year under review, the company has not entered into any foreign exchange transaction, as a result of which the company has not earned any income or made any expenditure in terms of Foreign Exchange.
21) REPORTING OF FRAUD BY AUDITORS
During the year under review, there were no frauds reported by the Auditors, to the Audit Committee or the Board of the company as required under Section 143(12) of the Companies Act, 2013.
22) AUDITORS STATUTORY AUDITOR S
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s Parmod G Gupta & Associates, Chartered Accountants, having Firm Registration No. 018870N, was appointed as Statutory Auditors of the Company by the members in the Annual General Meeting held on 30th September, 2023, for a term of five consecutive years to hold office from the conclusion of 6th Annual General Meeting till the conclusion of the 11th Annual General Meeting of the Company. M/s Parmod G Gupta & Associates, hold a valid Peer Review certificate issued by Board of The Institute of Chartered Accountants of India, as per the requirement of Regulation 33 of the Listing Regulations.
M/s Parmod G Gupta & Associates, Chartered Accountants, (FRN:018870N) have audited the financial statements of the Company for the financial year ended March 31, 2024 and have issued the Auditorâs Report thereon. There are no qualifications or actions or adverse remarks or disclaimers in the said report.
Further, the Auditorâs Report read with the notes on financial statements are self-explanatory and hence does not call for any further comments.
COST AUDITOR''S
Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, your Company is required to maintain cost records as specified by the Central Government. M/s Gurvinder Chopra and Co., Cost Accountants (Registration No. 100260) were re-appointed as Cost Auditors to conduct audit of the cost records of the Company for the financial year 2023-24.
SECRETARIAL AUDITOR S
M/s Lai Ghai & Associates, Practicing Company Secretaries were appointed as Secretarial Auditors, to conduct Secretarial Audit of the Company for financial year 2023-24. The Secretarial Audit Report is annexed herewith forming part to this Report.
231 REGISTRAR & SHARE TRANSFER AGENT
The company has appointed M/s. KFin Technologies Ltd., Hyderabad as Registrar & Share Transfer Agent for dematerialization of equity shares of the company.
241 RISK MANAGEMENT
The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of such risks. The company recognizes that risk is an integral and unavoidable component of business. The management is committed to administering the risk in a proactive and
effective manner. The Company believes that the Risk cannot be eliminated but it can be managed:
⢠by adopting good internal controls;
⢠by not entering into risky businesses;
⢠either avoiding the cost of trying to reduce risk or in anticipation of higher profits by taking on more risk, and;
⢠by following a middle path between retaining and transferring risk.
The company adopts a systematic approach to mitigate risks associated with the accomplishment of objectives, operations, revenues and compliance with the regulations. The Company believes that this would ensure mitigating steps proactively and help to achieve risk management effectively.
25) SUBSIDIARIES. fOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiaries, Associates or Joint Venture during the financial year or at any time after the closure of the financial year and till the date of this report.
26) DEPOSITS
During the year under review, your company has not accepted deposits from the public, pursuant to the provisions of Section 73 of the Companies Act, 2013, read together with the Companies (Acceptance of Deposits) Rules, 2014. However, the company has accepted loans from persons who, at the time of the receipt of amount, were directors of the company and details of the same has been disclosed in notes of financial statement of the company.
27) MATERIAL ORDERS
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
28) INTERNAL CONTROL SYSTEMS
Your Company has in place, an adequate of internal control systems, commensurate with its size, requirements and nature of its operations. These systems are designed keeping in view the nature of activities carried out by the company and its business operations. The Company has comprehensive internal control systems to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of assets and prevention and detection of frauds. The Internal Auditors monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies of the Company.
29) SEGMENT REPORTING
The Company is engaged in only one main activity of construction; therefore the segment reporting as per the requirement of AS-17, is not applicable.
30) THE INSOLVENCY AND BANKRUPTCY CODE. 2016
There were no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or any other Courts during the year under review;
During the year under review, there was no instance of one-time settlement with any Bank or Financial Institution.
31) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Company is committed to provide work environment that ensures every employee is treated with dignity and respect. All employees are encouraged to reinforce the maintenance of a work environment free from sexual harassment. The Company will not tolerate any form of sexual harassment and is committed to take all necessary steps to ensure that its employees should not be subject to any form of harassment on the basis of their gender.
The Company has constituted a complaints committee for redressal of sexual harassment complaint (made by the victim) and for ensuring time bound treatment of such complaints. The company has not received any complaint on sexual harassment during the year.
32) VIGIL MECHANISM
The Company has place a Vigil Mechanism policy, to provide adequate safeguards against victimization of directors and employees, who report genuine concerns in line with Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and it powers) Rules, 2014. The Vigil Mechanism/ Whistle Blower Policy of the Company can be accessed on the Companyâs website at www.deepakbuilders.co.in.
During the year under review, your Company has not received any complaint in this regard.
33) COMPLIANCE OF SECRETARIAL STANDARDS
The Board confirms that during the period under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("ICS1â).
34) ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the assistance and cooperation received from Banks, Government Authorities, customers, vendors and all other business associates, consultants during the period under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Company''s executives, staff and workers.
Your Directors wish to convey their gratitude and appreciation to all the employees of the Company posted at all its locations for their tremendous personal efforts as well as collective dedication and contribution to the Companyâs performance. Your Directors would also like to thank the shareholders for their continued support extended to the Company and the Management.
The Board of Directors are pleased to present 7th Annual Report on the business and operations of your Company, together with the audited financial statements of the company for the financial year ended 31st March, 2024.
1) FINANCIAL PERFORMANCE
The Company prepared its financial statements in accordance with the requirements of the Companies Act, 2013. The financial performance of the company for the year ended 31st March, 2024, is summarized as under:
|
(Amount in crores) |
|||
|
S. NO. |
PARTICULARS |
Year ended 31st March, 2024 |
Year ended 31st March, 2023 |
|
1 |
Sales and other Income |
608.77 |
509.34 |
|
2 |
Total Expenditure |
526.98 |
480.62 |
|
3 |
Profit before Tax |
81.79 |
28.72 |
|
4 |
Tax Expenses Current Tax Deferred Tax |
21.57 (-) 0.20 |
7.57 (-) 0.24 |
|
5 |
Profit after Tax |
60.41 |
21.39 |
|
6 |
Earning Per Equity Share: (1) Basic (2) Diluted |
16.84 16.84 |
5.96 5.96 |
2) STATE OF THE COMPANYâS AFFAIRS. ITS OPERATIONS AND FUTURE OUTLOOK: PERFORMANCE AT A GLANCE
During the financial year under review, the total income of the company has been increased to Rs. 608.77 crores as compared to Rs. 509.34 crores in the previous year. The company has earned a net profit of Rs. 60.41 crores as compared to Rs. 21.39 crores in previous year. Further, the total expenses of the company has also been increased during the current year to Rs. 526.98 crores as compared to previous year of Rs. 480.62 crores.
The Company, is primarily engaged in the business of Construction and specializing in execution and construction of administrative & institutional buildings, hospitals, medical colleges, industrial building, historical memorial complex, stadium and sports complex, and residential complex. The company has further diversified in undertaking specialized structural work such as flyovers, approach roads, rail under bridge, rail over bridges and development and redevelopment of railway stations. The prime focus of the company has always been ensuring timely completion and deliveries of all its projects well within time.
The future of the company is looking positive as the Government is more emphasis on development of Construction sector which include Infrastructure construction, for boosting the economic growth of the country.
3) CHANGE IN NATURE OF BUSINESS. IF ANY
No change occurred in the nature of the business carried on by the Company during the financial year under review. Currently, the Company is engaged in the business of Construction.
4) SHARE CAPITAL
During the year under review, the company has increased its Authorised Share Capital from Rs. 36,00,00,000/- (Rs. Thirty Six Crores) to Rs. 55,00,00,000/- (Rs. Fifty Five Crores) with approval of the Board on 2nd January, 2024 and Shareholders in their extra-ordinary general meeting held on 19th January, 2024, for the purpose of initial public offer of the Company.
Further, there was no change in the paid-up equity share capital of the company. The paid-up equity share capital of the company as on 31st March, 2024, is Rs. 3,588.09 Lakhs.
5) EXTRACTS OF ANNUAL RETURN
The extracts of the Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form No. MGT-7, can be accessed on the Company''s website at www.deepakbuilders.co.in,
6) AMOUNT TRANSFERRED TO ANY RESERVES
The Company has not transferred any amount to any reserves during the financial year.
7) DIVIDEND
Considering the future business requirements of the Company, the Board of Directors does not recommended payment of dividend to members on the equity shares of the Company for the financial year ended 31st March, 2024.
8) DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013, the Directors confirm that:
a) In the preparation of the annual accounts for the year under report, the applicable accounting standards have been followed to the extent of their applicability 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/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 Company is not a listed company; hence contents of this clause are not applicable;
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
9) DIRECTORS & KEY MANAGERIAL PERSONNEL
During the year under review, on the recommendation of the Board of Directors in its meeting held on 2nd January, 2024, the company appointed Mr. Vinod Kumar Kathuria (DIN: 06662559) as Independent Director with the approval of the members in their extra-ordinary general meeting held on 19th January, 2024.
Smt. Sunita Singal (DIN:01534585) will be retiring by rotation at the ensuing annual general meeting and being eligible, offer herself for re-appointment in accordance with the provisions of Section 152 of the Companies Act, 2013. The necessary approval of the members for reappointment of Smt. Sunita Singal has been incorporated in the notice of the afTnual general meeting of the company.
Mr. Akash Singal, Executive Director (Business Development & Planning) resigned from the directorship of the company with effect from 12th October, 2023. The Board place on record the valuable contribution made by him during his tenure as director of the company.
None of the Directors are disqualified under Section 164 or liable to vacate office under Section 167 of the Companies Act, 2013.
101 COMMITTEES OF THE BOARD
The Company has following committees in compliance with the requirements of Companies Act, 2013 and Listing Regulations:
1. Audit Committee
2. Nomination & Remuneration Committee
3. Corporate Social Responsibility Committee
4. The Stakeholders'' Relationship Committee
5. IPO Committee
6. Internal Management Committee
AUDIT COMMITTEE
During the year under review, the Board of Directors has re-constituted Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
The Audit Committee comprises of three members out of which two are Independent Directors. Sh. Inder Dev Singh is Chairperson of the said Committee and other members of the Committee are Sh. Vinod Kumar Kathuria and Sh. Deepak Kumar Singal.
The Company Secretary of the Company acts as Secretary to the Committee.
All the members of the Committee are financially literate and possess accounting financial management expertise. The "term of reference" of the Audit Committee is in accordance with the provisions of Section 177(4) of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations.
The Audit committee met six times during the financial year 2023-24, on 25.05.2023, 23.08.2023, 29.09.2023, 02.01.2024, 09.02.2024 and 26.03.2024.
The number of meetings attended by each member during the year 2023-24 are as follows:
|
Name of Members |
Designation |
Category |
No. of Committee Meetings |
|
|
Held/ entitled |
Attended |
|||
|
Sh. Inder Dev Singh |
Chairman |
Non-executive, Independent Director |
6 |
6 |
|
Sh. Vinod Kumar Kathuria** |
Member |
Non-executive, Independent Director |
2 |
2 |
|
Sh. Deepak Kumar Singal |
Member |
Chairman and Managing Director |
6 |
6 |
|
Sh. Kashish Mittal* |
Member |
Non-executive, Independent Director |
4 |
3 |
*Sh. Kashish Mittal till 09.02.2024
** Sh. Vinod Kumar Kathuira appointed on 09.02.2024
NOMINATION & REMUNERATION COMMITTEE
During the year under review, the Board of Directors has re-constituted Nomination & Remuneration Committee in accordance with the provisions of Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
The Nomination & Remuneration Committee comprises of four members with Independent Directors forming a majority. Sh. Kashish Mittal is the Chairperson of the said Committee and Sh.
Inder Dev Singh, Sh. Vinod Kumar Kathuria and Sh. Deepak Kumar Singal, are members of the committee. Sh. Anil Kumar, Company Secretary will act as Secretary of the Committee.
Nomination & Remuneration Committee is responsible for, inter alia, recommendation and approval of remuneration of the Directors, KMPs and Senior Management. Nomination & Remuneration Committee is also entrusted with the responsibility of framing the criteria for evaluation of the Individual Directors, Chairman of the Board, the Board as a whole and its Committees.
The Nomination & Remuneration committee met four times during the financial year 2023-24, on 25.05.2023, 29.09.2023, 02.01.2024 and 09.02.2024.
|
Name of Members |
Designation |
Category |
No. of Committee Meetings |
|
|
Held/ entitled |
Attended |
|||
|
Sh. Kashish Mittal |
Chairman |
Non-executive, Independent Director |
4 |
4 |
|
Sh. Inder Dev Singh |
Member |
Non-executive, Independent Director |
4 |
4 |
|
Sh. Akash Singal* |
Member |
Executive Director |
2 |
2 |
|
Sh. Deepak Kumar Singal** |
Member |
Chairman and Mg. Director |
1 |
1 |
|
Sh. Vinod Kumar Kathuria*** |
Member |
Non-executive, Independent Director |
1 |
1 |
|
* Sh. Akash Singal till 12.10.2023 ** Sh. Deepak Kumar Singal appointed on 09.02.2024 *** Sh. Vinod Kumar Kathuira appointed on 09.02.2024 |
||||
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
During the year under review, the Company has re-constituted Corporate Social Responsibility Committee in accordance with the provision of Section 135 of the Companies Act, 2013, comprising of Sh. Deepak Kumar Singal as Chairman and Smt. Sunita Singal & Sh. Inder Dev Singh as its members. The Committee is responsible for formulating and monitoring the Corporate Social Responsibility Policy of the Company.
During the year under review, the CSR Committee met one time on 29th September, 2023;
The composition of CSR Committee and the number of meetings attended by each member during the year 2023-24 are as follows:
|
Name of Members |
Designation |
Category |
No. of Committee Meetings |
|
|
Held/ entitled |
Attended |
|||
|
Sh. Deepak Kumar Singal |
Chairman |
Chairman and Managing Director |
1 |
1 |
|
Sh. Inder Dev Singh |
Member |
Non-executive, Independent Director |
1 |
1 |
|
Smt. Sunita Singal |
Member |
Whole Time Director |
1 |
1 |
The Company Secretary of the Company acts as a Secretary to the Committee.
Terms of reference:
(i) formulate and recommend to the Board, a "Corporate Social Responsibility Policy" which shall indicate the activities to be undertaken by the Company as specified in Schedule Vll of the Companies Act, 2013 and the rules made thereunder, as amended, monitor the implementation of the same from time to time, and make any revisions therein as and when decided by the Board;
(ii) identify corporate social responsibility policy partners and corporate social responsibility policy programmes;
(iii) review and recommend the amount of expenditure to be incurred on the activities referred to in clause (i) and the distribution of the same to various corporate social responsibility programs undertaken by the Company;
(iv) delegate responsibilities to the corporate social responsibility team and supervise proper execution of all delegated responsibilities;
(v) review and monitor the implementation of corporate social responsibility programmes and issuing necessary directions as required for proper implementation and timely completion of corporate social responsibility programmes;
(vi) any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval of the Board or as may be directed by the Board, from time to time; and
(vii) exercise such other powers as may be conferred upon the Corporate Social Responsibility Committee in terms of the provisions of Section 135 of the Companies Act.
THE STAKEHOLDERS'' RELATIONSHIP COMMITTEE
During the year under review, the Company has constituted the Stakeholders'' Relationship Committee in accordance with the provisions of Section 178(5) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Stakeholders'' Relationship Committee comprises of three members, Sh. Kashish Mittal is the Chairperson of the said Committee and Sh. Deepak Kumar Singal and Smt. Sunita Singal, are members of the said committee. Sh. Anil Kumar, Company Secretary will act as Secretary of the Committee.
IPO COMMITTEE
During the year under review, the Company has constituted IPO Committee comprises of four members. Sh. Deepak Kumar Singal will act as Chairperson of the said Committee and Smt. Sunita Singal, Sh. Rishabh Gupta, Chief Financial Officer and Sh. Anil Kumar, Company Secretary are members of the said committee. The IPO Committee is authorized to carry out such acts, deeds and actions on behalf of the Board for the forthcoming IPO of the company, including negotiating, finalizing and executing all such documentation and agreements as may be required in this regard.
INTERNAL MANAGEMENT COMMITTEE
The Board of Directors of the Company has constituted Internal Management Committee, comprises of five members. Sh. Deepak Kumar Singal, Managing Director will act as Chairperson of the said Committee and Smt. Sunita Singal, Whole Time Director, Sh. Ashok Kumar, General Manager -Administration, Sh. Sunil Kumar, Manager - Tender / Documentation and Sh. Rishabh Gupta, Chief Financial Officer are members of the said committee. Internal Management Committee will see all the matters which may arise in normal course of business of the company.
The details of the Committeeâs are available on the website of the Company at www.deepakbuilders.co.in.
11) DECLARATION BY INDEPENDENT DIRECTORS
In terms of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors are appointed for a term of 5 years and are not liable to retire by rotation.
The Companyâs Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act 2013. Further, Board of Directors is of the opinion that the Independent Directors possess requisite qualifications, experience and expertise in industry.
During the year under review, the Non-Executive Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the company.
121 PARTICULARS OF REMUNERATION:
i. DETAILS OF TOP 10 EMPLOYEES OF THE COMPANY
During the financial year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. w
ii. REMUNERATION PAID/ PAYABLE TO THE DIRECTORS AND KMP OF THE COMPANY
During the year under review, no director was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197, Schedule V of the Companies Act, 2013. Further, the remuneration of Directors and Key Managerial Personnel are as follows;
|
Remuneration Paid to the Directors during the Year: (Rs. In Lakhs) |
||
|
Name of Director/KMP |
Designation |
Remuneration paid |
|
Mr. Deepak Kumar Singal |
Chairman and Managing Director |
105.00 |
|
Mrs. Sunita Singal |
Whole Time Director |
65.00 |
|
Mr. Rishabh Gupta |
Chief Financial Office |
11.30 |
|
Mr. Anil Kumar |
Company Secretary |
7.30 |
|
Remuneration Payable to the Directors as on 31st March 2024: [Rs. In Lakhs] |
||
|
Name of Director |
Designation |
Remuneration paid |
|
Mr, Inder Dev Singh |
Independent Director |
2.40 |
|
Mrs. Kashish Mittal |
Independent Director |
2.20 |
|
Mr. Akash Singal |
Executive Director |
12.00 |
|
Mr. Vinod Kathuria |
Independent Director |
â |
131 BOARD MEETINGS CONDUCTED DURING THE YEAR
The Board of Directors of the Company met 7 [Seven] times during the year under review. The intervening gap between the meetings was within the period as prescribed under the provisions of the Companies Act 2013.
The Board meets at regular intervals to discuss and decide on Company''s business policy and strategies. The date of meetings of the Board of Directors and Committee are informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.
The notice of meeting of the Board of Directors and Committees is given well in advance to all the Directors of the Company. The agenda of the Board / Committee meetings are circulated as per the provisions of section 173 of the Companies Act 2013 and Secretarial Standard on meetings of the Board of Directors (SS-1) issued by the Institute of Company Secretaries of India (''1CS1'']. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.
|
During the Financial Year 2023-24, the Board of Directors met 7 (Seven) times on: |
||||
|
S. No. |
No. of Meeting |
Date of Meeting |
||
|
1 |
01/2023-24 |
25.05.2023 |
||
|
2 |
02/2023-24 |
23-08-2023 |
||
|
3 |
03/2023-24 |
29-09-2023 |
||
|
4 |
04/2023-24 |
12-10-2023 |
||
|
5 |
05/2023-24 |
02-01-2024 |
||
|
6 |
06/2023-24 |
09.02.2024 |
||
|
7 |
07/2023-24 |
26.03.2024 |
||
Some of the meetings were held through Video Conferencing as permitted under provisions of the Companies Act 2013.
The intervening gap between two consecutive meetings was within the maximum period mentioned under Section 173 of the Companies Act 2013.
|
The attendance of Directors at the Meeting of the Board of Directors for Financial Year 2023-24 is as under: |
||||
|
S. No. |
Name of Directors |
Designation |
No. of Board meeting Held / entitled to attend |
No. of Board meeting Attended |
|
1 |
Mr. Deepak Kumar Singal |
Chairman and Mg. Director |
7 |
7 |
|
2 |
Mrs. Sunita Singal |
Whole Time Director |
7 |
7 |
|
3 |
Mr. Inder Dev Singh |
Independent Director |
7 |
7 |
|
4 |
Mrs. Kashish Mittal |
Independent Director |
7 |
6 |
|
5 |
Mr. Akash Singal* |
Executive Director |
3 |
3 |
|
6 |
Mr. Vinod Kumar Kathuria** |
Independent Director |
2 |
2 |
|
* Mr. Akash Singal resigned w.e.f. 12.10.2023 ** Mr. Vinod Kumar Kathuria appointed on 19.01.2024 |
||||
14) ANNUAL EVALUATION OF THE PERFORM ANCETHE OF BOARD:
Pursuant to the provisions of the Companies Act, 2013, a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and Individual Directors. Schedule IV to the Companies Act, 2013, states that the performance evaluation of the Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria.
The Board has carried out evaluation of its own performance of all the Directors individually as well as the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholdersâ Relationship Committee of the Company for the financial year 2023-24. The Board has devised questionnaire to evaluate the performances of each of Executive, Non-Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:
i. Attendance at Board Meetings and Committee Meetings; ^
ii. Quality of contribution to Board deliberations;
iii. Strategic perspectives or inputs regarding the future growth of the Company and its performance;
iv. Providing perspectives and feedback going beyond the information provided by the management.
15) SEPARATE MEETING OF INDEPENDENT DIRECTORS:
As per the requirement of Schedule IV and provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 2nd January, 2024, to review, among other things, the performance of non-independent Directors and the Board as a whole, evaluation of the performance of the Chairman and the flow of communication between the Board and the management of the Company.
161 DRHP FILED WITH SEBI FOR INITIAL PUBLIC OFFER
During the year under review, the management of the company has filed DRAFT RED HERRING PROSPECTUS (DRHP) with SEBI, on 9th April, 2024, for raising funds from public to expand its business. The company decided to issue 1,44,00,000 equity shares through initial public offer, out of which fresh issue equity shares is 1,20,00,000 and 24,00,000 shares are being offered for sale from the existing holding of promoters of the company. Mr. Deepak Kumar Singal is selling 21,60,000 equity shares and Mrs. Sunita Singal, 2,40,000 equity shares. The offer is being made through book building process in accordance with Regulation 6(1) of the SEBI ICDR, Regulations, 2018.
The equity shares of the company will be listed on BSE and NSE, Stock Exchanges for which company has received in-principal approval on 26th July, 2024, from both the Stock Exchanges. The proceeds of Public issue will be utilized for repayment of borrowing, working capital requirements, issue expenses and for General Corporate purpose.
17) PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANY ACT. 2013
The loans, guarantees given or security provided or investments made by the company under Section 186 of the Companies Act, 2013, during the year have been specifically disclosed in the Notes of Financial Statement of the Company.
18) PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the related party transactions made by the Company during the financial year were in the ordinary course of business and on arm''s length basis. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 are furnished in "Annexure A" (AOC-2) and form part of this report, further the details of these transactions is also provided in Notes of the standalone financial statement of the Company. The Policy on Related Party Transactions is available on the website of the Company at www.deepakbuiIders.co.in.
19) MATERIAL CHANGES AND COMMITMENTS. IF ANY
No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate as on the date of this report.
20) CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are as under:
a) Conservation of Energy/ Technology Absorption:
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company.
b) Foreign Exchange Earnings/ Outgo:
During the financial year under review, the company has not entered into any foreign exchange transaction, as a result of which the company has not earned any income or made any expenditure in terms of Foreign Exchange.
21) REPORTING OF FRAUD BY AUDITORS
During the year under review, there were no frauds reported by the Auditors, to the Audit Committee or the Board of the company as required under Section 143(12) of the Companies Act, 2013.
22) AUDITORS STATUTORY AUDITOR S
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s Parmod G Gupta & Associates, Chartered Accountants, having Firm Registration No. 018870N, was appointed as Statutory Auditors of the Company by the members in the Annual General Meeting held on 30th September, 2023, for a term of five consecutive years to hold office from the conclusion of 6th Annual General Meeting till the conclusion of the 11th Annual General Meeting of the Company. M/s Parmod G Gupta & Associates, hold a valid Peer Review certificate issued by Board of The Institute of Chartered Accountants of India, as per the requirement of Regulation 33 of the Listing Regulations.
M/s Parmod G Gupta & Associates, Chartered Accountants, (FRN:018870N) have audited the financial statements of the Company for the financial year ended March 31, 2024 and have issued the Auditorâs Report thereon. There are no qualifications or actions or adverse remarks or disclaimers in the said report.
Further, the Auditorâs Report read with the notes on financial statements are self-explanatory and hence does not call for any further comments.
COST AUDITOR''S
Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, your Company is required to maintain cost records as specified by the Central Government. M/s Gurvinder Chopra and Co., Cost Accountants (Registration No. 100260) were re-appointed as Cost Auditors to conduct audit of the cost records of the Company for the financial year 2023-24.
SECRETARIAL AUDITOR S
M/s Lai Ghai & Associates, Practicing Company Secretaries were appointed as Secretarial Auditors, to conduct Secretarial Audit of the Company for financial year 2023-24. The Secretarial Audit Report is annexed herewith forming part to this Report.
231 REGISTRAR & SHARE TRANSFER AGENT
The company has appointed M/s. KFin Technologies Ltd., Hyderabad as Registrar & Share Transfer Agent for dematerialization of equity shares of the company.
241 RISK MANAGEMENT
The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of such risks. The company recognizes that risk is an integral and unavoidable component of business. The management is committed to administering the risk in a proactive and
effective manner. The Company believes that the Risk cannot be eliminated but it can be managed:
⢠by adopting good internal controls;
⢠by not entering into risky businesses;
⢠either avoiding the cost of trying to reduce risk or in anticipation of higher profits by taking on more risk, and;
⢠by following a middle path between retaining and transferring risk.
The company adopts a systematic approach to mitigate risks associated with the accomplishment of objectives, operations, revenues and compliance with the regulations. The Company believes that this would ensure mitigating steps proactively and help to achieve risk management effectively.
25) SUBSIDIARIES. fOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiaries, Associates or Joint Venture during the financial year or at any time after the closure of the financial year and till the date of this report.
26) DEPOSITS
During the year under review, your company has not accepted deposits from the public, pursuant to the provisions of Section 73 of the Companies Act, 2013, read together with the Companies (Acceptance of Deposits) Rules, 2014. However, the company has accepted loans from persons who, at the time of the receipt of amount, were directors of the company and details of the same has been disclosed in notes of financial statement of the company.
27) MATERIAL ORDERS
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
28) INTERNAL CONTROL SYSTEMS
Your Company has in place, an adequate of internal control systems, commensurate with its size, requirements and nature of its operations. These systems are designed keeping in view the nature of activities carried out by the company and its business operations. The Company has comprehensive internal control systems to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of assets and prevention and detection of frauds. The Internal Auditors monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies of the Company.
29) SEGMENT REPORTING
The Company is engaged in only one main activity of construction; therefore the segment reporting as per the requirement of AS-17, is not applicable.
30) THE INSOLVENCY AND BANKRUPTCY CODE. 2016
There were no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or any other Courts during the year under review;
During the year under review, there was no instance of one-time settlement with any Bank or Financial Institution.
31) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Company is committed to provide work environment that ensures every employee is treated with dignity and respect. All employees are encouraged to reinforce the maintenance of a work environment free from sexual harassment. The Company will not tolerate any form of sexual harassment and is committed to take all necessary steps to ensure that its employees should not be subject to any form of harassment on the basis of their gender.
The Company has constituted a complaints committee for redressal of sexual harassment complaint (made by the victim) and for ensuring time bound treatment of such complaints. The company has not received any complaint on sexual harassment during the year.
32) VIGIL MECHANISM
The Company has place a Vigil Mechanism policy, to provide adequate safeguards against victimization of directors and employees, who report genuine concerns in line with Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and it powers) Rules, 2014. The Vigil Mechanism/ Whistle Blower Policy of the Company can be accessed on the Companyâs website at www.deepakbuilders.co.in.
During the year under review, your Company has not received any complaint in this regard.
33) COMPLIANCE OF SECRETARIAL STANDARDS
The Board confirms that during the period under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("ICS1â).
34) ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the assistance and cooperation received from Banks, Government Authorities, customers, vendors and all other business associates, consultants during the period under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Company''s executives, staff and workers.
Your Directors wish to convey their gratitude and appreciation to all the employees of the Company posted at all its locations for their tremendous personal efforts as well as collective dedication and contribution to the Companyâs performance. Your Directors would also like to thank the shareholders for their continued support extended to the Company and the Management.
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Nifty, Sensex Stage Sharp Rebound After Biggest Crash; IT Stocks in Green | Why Is Stock Market Rising Today? -
Biggest Single-Day Market Crash! Rs 13 Lakh Cr Wiped Out as Sensex-Nifty Tank 3%; HDFC, ITC Hit 52-Week Lows -
Indian Equities Open Weak as Nifty Holds Key Levels and Bank Nifty Eyes Support -
D-Street Bloodbath: Nifty Crashes 500 Pts, Sensex Down 2.2%; HDFC Bank Falls 5%; Why Is Stock Market Falling? -
Intraday Stocks To Buy Today, March 19: Top Picks By Anand James of Geojit Investments On Thursday
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Intraday Stocks To Buy Today, March 18: Top Picks By Anand James of Geojit Investments On Wednesday -
Nifty 50 vs Nifty Next 50: February Winner Revealed! Auto, Bank, Energy Among Top Performers | Full List -
Indian Bank To Aurobindo Pharma: 3 Technical Stocks To Buy/Sell This Week For Potential Upside Up to 15% -
Intraday Stocks To Buy Today, March 17: Top Picks By Anand James of Geojit Investments On Tuesday -
Indian Stock Market Outlook Today, 17 March 2026: Sensex, Nifty Likely to Stay Volatile After 900-Point Rally -
Stock Market Closing: Sensex Jumps 938 Pts; Nifty 50 Up 257 Pts: What Triggered Rally Despite Iran-US War? -
Stock Market Mayhem Continues: Nifty Down 260 Pts, Sensex Crashes 900 Pts: Hindalco, Tata Steel, JSW Top Loser -
Intraday Stocks To Buy Today, March 13: Top Picks By Anand James of Geojit Investments On Friday
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