To,
The Members,
Your directors are pleased to present the 14th Annual Report on the
business and operations of the Company and the financial results for the year ended 31st
March, 2023.
1. FINANCIAL PERFORMANCE
(Amount in Rs)
PARTICULARS |
2022-23 |
2021-22 |
Revenue from operations |
150431479.40 |
151285201.40 |
Other Income |
5830418.10 |
4707950.44 |
Total Expenditure |
156261897.50 |
125094596.85 |
Finance Cost |
1340233.25 |
1222684.08 |
Depreciation |
6438941.72 |
6926338.51 |
Profit before taxation |
23767018.85 |
22749532.40 |
Tax Expenses |
6414699.01 |
6230323.46 |
Net Profit |
17352319.83 |
16519208.94 |
During the year under the review, Revenue from operations of the Company stood at Rs.
15.04 Crs. as against the turnover from operations of Rs. 15.12 Crs in the previous year.
Net profit for the period stood at Rs. 1.73 Crs as against Rs. 1.65 Crs.in the previous
year.
KEY PROJECTS:
Project Management Consultancy Services for Water Supply Projects of PCMC AMRUT
2 Projects / Additional Projects
Appointment of Technical Services Provider (TSP) and Project Implementation Unit
(PIU) for Condition Assessment and Upgradation of Sewerage Treatment Plants and Pumping
Stations of Pimpri-Chinchwad City
Request for Proposal to Develop Robust Baseline to Measure the Current Levels of
Access to Water Supply Services - Both Quantity and Quality - Available to Households in
the 15 Areas in the Chennai City area that falls under the Jurisdiction of the Greater
Chennai Corporation (GCC) and CMWSSB's Operational and Financial
Appointment of Consultants for 'Preparation of Feasibility Report & Detailed
Project Report for Utilization of Water from Deharji Dam for providing drinking water
facility to Mumbai Metropolitan Region
Consultancy Services for Preparation of DPR for Water Supply Scheme for PM Mitra
Park, Bhensola Dist Dhar
Appointment of Consultant for Preparing DPR of Project to be taken under AMRUT
2.0 / Govt. Scheme / PPP and Project Management Consultant (PMC) for Nagpur Municipal
Corporation
Technical Services Provider (TSP) and Project Implementation Unit (PIU) for
Sewer Drain Network, Storm Water Drain Network and Rehabilitation of Nallas of
Pimpri-Chinchwad City
Consultancy Services Up-gradation of WWTP at Industrial Area Namkeen Cluster
Dist. Indore
Consultancy Services for Preparation of DPR Under AMRUT 2.0 (TRANCHE-III)
Consultancy Services for Preparation of DPR Under AMRUT 2.0 (TRANCHE-II)
Preparation of DPR for Augmentation WSS Stage-2 for Chandrapur Municipal
Corporation under AMRUT 2.0
Preparation of DPR for Augmentation Sewerage Scheme for Chandrapur Municipal
Corporation under AMRUT 2.0
Consultancy Services for Preparing DPR for Development of Sewerage Collection
System and 35 MLD STP for South Sewerage Zone (Excluding Hudkeshwar & Narsala) &
Rejuvenation of Pohra River in Nagpur to be taken under AMRUT-2.0 / Govt. Schemes for
Nagpur Municipal Corporation
Consultancy Services for Preparation of Detail Project Report (DPR), Pre-Tender
Activity & PMC for Sewerage System of Hudkeshwar & Narsala of Nagpur City
DPR Consultants for Water supply, sewerage/ septage management, sanitation,
rejuvenation of water bodies, development of green spaces of various ULBs of Madhya
Pradesh, in Jal Jeevan Mission (Urban) - Cantonment Board Jabalpur
Carrying out detailed Water Audit from Shahad head Works to WTP Temghar, WTP
Temghar to Mankoli MBR, Mankoli MBR to Chene & WTP Temghar to Bhiwandi City-Rural Area
and Energy Audit of Raw Water Pumping Station Shahad, WTP Temghar & Patlipada Pumping
Station
DPR Consultants for Water supply, sewerage/ septage management, sanitation,
rejuvenation of water bodies, development of green spaces of various ULBs of Madhya
Pradesh, in Jal Jeevan Mission (Urban) - Mohgaon
DPR Consultants for Water supply, sewerage/ septage management, sanitation,
rejuvenation of water bodies, development of green spaces of various ULBs of Madhya
Pradesh, in Jal Jeevan Mission (Urban) - Amarwara
DPR Consultants for Water supply, sewerage/ septage management, sanitation,
rejuvenation of water bodies, development of green spaces of various ULBs of Madhya
Pradesh, in Jal Jeevan Mission (Urban) - Bichhua
DPR Consultants for Water supply, sewerage/ septage management, sanitation,
rejuvenation of water bodies, development of green spaces of various ULBs of Madhya
Pradesh, in Jal Jeevan Mission (Urban) - Piplanarayanwar
DPR Consultants for Water supply, sewerage/ septage management, sanitation,
rejuvenation of water bodies, development of green spaces of various ULBs of Madhya
Pradesh, in Jal Jeevan Mission (Urban) - Badkuhi
DPR Consultants for Water supply, sewerage/ septage management, sanitation,
rejuvenation of water bodies, development of green spaces of various ULBs of Madhya
Pradesh, in Jal Jeevan Mission (Urban) - Lodhikheda
DPR Consultants for Water supply, sewerage/ septage management, sanitation,
rejuvenation of water bodies, development of green spaces of various ULBs of Madhya
Pradesh, in Jal Jeevan Mission (Urban) - Chand
DPR Consultants for Water supply, sewerage/ septage management, sanitation,
rejuvenation of water bodies, development of green spaces of various ULBs of Madhya
Pradesh, in Jal Jeevan Mission (Urban) - Harrai
DPR Consultants for Water supply, sewerage/ septage management, sanitation,
rejuvenation of water bodies, development of green spaces of various ULBs of Madhya
Pradesh, in Jal Jeevan Mission (Urban) - Chaurai Khas
DPR Consultants for Water supply, sewerage/ septage management, sanitation,
rejuvenation of water bodies, development of green spaces of various ULBs of Madhya
Pradesh, in Jal Jeevan Mission (Urban) - Chandameta Butaria
DPR Consultants for Water supply, sewerage/ septage management, sanitation,
rejuvenation of water bodies, development of green spaces of various ULBs of Madhya
Pradesh, in Jal Jeevan Mission (Urban) - Junnardev
DPR Consultants for Water supply, sewerage/ septage management, sanitation,
rejuvenation of water bodies, development of green spaces of various ULBs of Madhya
Pradesh, in Jal Jeevan Mission (Urban) - Damua
DPR Consultants for Water supply, sewerage/ septage management, sanitation,
rejuvenation of water bodies, development of green spaces of various ULBs of Madhya
Pradesh, in Jal Jeevan Mission (Urban) - Sausar
DPR Consultants for Water supply, sewerage/ septage management, sanitation,
rejuvenation of water bodies, development of green spaces of various ULBs of Madhya
Pradesh, in Jal Jeevan Mission (Urban) - Barghat
DPR Consultants for Water supply, sewerage/ septage management, sanitation,
rejuvenation of water bodies, development of green spaces of various ULBs of Madhya
Pradesh, in Jal Jeevan Mission (Urban) - Lakhnadon
DPR Consultants for Water supply, sewerage/ septage management, sanitation,
rejuvenation of water bodies, development of green spaces of various ULBs of Madhya
Pradesh, in Jal Jeevan Mission (Urban) - Neuton Chikhli Kalan
Project Management Consultant Work of Hingane (Gawhad) 13 villages Regional
Water Supply Scheme, Taluka - Nandura, Dist - Buldhana, Under Jal Jeevan Mission
Project Management Consultant Work of Rohinkhed and 14 Villages Regional Water
Supply Scheme, Taluka - Motala, Dist. - Buldhana, Under Jal Jeevan Mission
Carrying out detailed water Audit from Shahad head Works to WTP Temghar, WTP
Temghar to Mankoli MBR, Mankoli MBR to Chene & WTP Temghar to Bhiwandi City -Rural
Area and Energy Audit of Raw water Pumping Station Shahad, WTP T emghar & Patalipad
Pumping
Preparation of Detailed Project Report (Pre-Feasibility Report and Transactional
Advisory Services) for Funding and O&M of 144 Electric Buses for Nagpur City for Urban
Transport System of Nagpur Municipal Corporation, Transport Department.
Consulting Services for Detailed Engineering Design and Supervision Services
(DED) for KANO State Water Board, Kano Nigeria (French Development Agency (AFD) Support to
the 3rd National Urban Water Sector Reform Project in Kano State)
Consultancy for Utilities Engineering - Consultancy Services for Utilities i.e.,
Cooling and Process Water system, Compressed Air System, Fire Fighting, Drinking Water,
Sewerage treatment for cement Plant (Pre-Clinkration and post- Clinkration of Jaykay Cem
(central) Ltd. Plant at Panna, (MP)
Consultancy services for preparation of comprehensive water supply and sewerage
master plan for 2 Urban Sectors (South B and East A) of Nagpur Metropolitan region.
Design and project management Consultancy services for capacity enhancement of
Ravet pumping station and Nigadi Water Treatment Plant (WTP) by 100 MLD.
Additional work under AMRUT of Project Management Consultancy for implementation
and operation and maintenance of Continuous (24x7) Pressurized Water Supply system in 60%
Area of Pimpri-Chinchwad Municipal Corporation.
Project Management Consultancy for implementation of Continuous (24x7)
Pressurized Water Supply system in 60% Area of Pimpri-Chinchwad Municipal Corporation
O&M Phase.
Consultancy Services for PPP Design and transaction support for interception and
diversion works (I & D) and Sewage treatment Plant in Asansol, Burdwan and Durgapur
Municipalities in West Bengal.
Project Management consultancy For Implementation of Continuous (24x7)
Pressurized Water Supply system in 60% Area of Pimpri-Chinchwad Municipal Corporation.
Project Management Services for Sourcing of Water from Andra Dam and Bhama
Askhed Dam for Pimpri-Chinchwad City
Project Management Consultancy Services for ABD Area Water Supply and Sewerage
Network System Improvement Work Indore Smart City.
Project Management Consultancy Services for Water Supply and Sewerage
Improvement Works including SCADA for Indore Municipal Corporation under AMRUT Yojana
Indore PMC.
2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
There are no significant material changes and commitments affecting financial position
of the company between 31st March, 2023 and the date of Board's Report.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY
The company has not changed the nature of business during the financial year under
review.
4. DIVIDEND
With a view to conserve the resources of the Company, Your Directors do not propose to
recommend any dividend. These retained earnings can be utilized in future for financing
expansion programmes and for meeting the fixed or working capital needs of the Company.
5. TRANSFER TO RESERVES
Your Company proposes to transfer Rs. 1,73,52,319.83/- to the General Reserve.
6. MEETINGS
A. BOARD MEETINGS
During the year, Nine Board Meetings were held. The details are as mentioned below:
SR. NO. DATE OF MEETING |
TOTAL NO OF DIRECTORS AS ON MEETING |
ATTENDANCE |
1. 02.05.2022 |
6 |
5 |
2. 30.05.2022 |
6 |
5 |
3. 13.07.2022 |
6 |
5 |
4. 16.08.2022 |
6 |
5 |
5. 22.08.2022 |
6 |
5 |
6. 22.10.2022 |
6 |
5 |
7. 11.11.2022 |
6 |
6 |
8. 06.01.2023 |
6 |
5 |
9. 21.01.2023 |
6 |
5 |
B. COMMITTEE MEETINGS:
AUDIT COMMITTEE MEETINGS
During the year, Two Audit Committee Meetings were held. The details are given as
under:
Sr. No. Date of meeting |
Total no of directors as on meeting |
Attendance |
1 30.05.2022 |
3 |
3 |
2 11.11.2022 |
3 |
3 |
NOMINATION AND REMUNERATION COMMITTEE
During the year, Two Nomination and Remuneration Committee Meetings were held. The
details are given as under:
Sr. No. Date of meeting |
Total no of directors as on meeting |
Attendance |
1 16.08.2022 |
3 |
2 |
2 22.10.2022 |
3 |
2 |
7. COMPOSITION OF COMMITTEES
The composition, terms of reference and other details of all Board level committees
have been elaborated below:
A. AUDIT COMMITTEE
BRIEF DESCRIPTION AND TERMS OF REFERENCE
DRA Consultants Limited has a qualified and Independent Audit Committee. During the
year under review, there was no change in the composition of the Audit Committee
COMPOSITION AND MEETING:
Composition of Audit Committee as on 31st March, 2023:
Name of the Director |
Status in Committee |
Nature of Directorship |
Number of Meetings held during the Financial Year 2022-
23 |
|
|
|
Held |
Attended |
Mr. Manavendra Jayapal |
Chairman |
Independent Director |
2 |
2 |
Mr. Dinesh Rathi |
Member |
Chairman and Managing Director |
2 |
2 |
Mr. Anish Narendra Nashine |
Member |
Independent Director |
2 |
2 |
The Audit Committee invites such executives of the Company as it considers appropriate
to be present at its meetings. The representatives of the Statutory Auditors and Internal
Auditors are also invited to the Audit Committee meetings. The Company Secretary of the
Company acts as the Secretary to the Audit Committee.
POWERS OF THE AUDIT COMMITTEE
The Audit Committee has adequate powers to play an effective role as required under the
provisions of the Act and the Listing Regulations and to review the mandatory applicable
information.
The Audit Committee shall have powers which shall include the following:
1. To investigate any activity within its terms of reference.
2. To seek information from any employee.
3. To have full access to information contained in the records of the Company.
4. To obtain outside legal or other professional advice.
5. To secure attendance of outsiders with relevant expertise, if it considers
necessary.
The Audit Committee shall mandatorily review the following information:
a. Management discussion and analysis of financial condition and results of operations;
b. Statement of significant related party transactions (as defined by the audit
committee), submitted by management;
c. Management letters / letters of internal control weaknesses issued by the statutory
auditors;
d. Internal audit reports relating to internal control weaknesses; and
e. The appointment, removal and terms of remuneration of the chief internal auditor
shall be subject to review by the Audit Committee
f. statement of deviations:
i. quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
ii. annual statement of funds utilized for purposes other than those stated in the
offer document/prospectus/notice in terms of Regulation 32(7).
The recommendations of the Audit Committee on any matter relating to financial
management, including the audit report, are binding on the Board. If the Board is not in
agreement with the recommendations of the Committee, reasons for disagreement shall have
to be incorporated in the minutes of the Board Meeting and the same has to be communicated
to the shareholders. The Chairman of the Audit committee has to attend the Annual General
Meetings of the Company to provide clarifications on matters relating to the audit.
The role of the Audit Committee not limited to but includes:
1. Oversight of the Company's financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible
2. Recommending to the Board, the appointment, remuneration and terms of appointment of
auditors of the listed entity
3. Approval of payment to statutory auditors for any other services rendered by the
statutory auditors
4. Reviewing, with the management, the annual financial statements and auditor's report
thereon before submission to the board for approval, with particular reference to:
a. Matters required to be included in the Director's Responsibility Statement to be
included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of
the Companies Act, 2013;
b. Changes, if any, in accounting policies and practices and reasons for the same;
c. Major accounting entries involving estimates based on the exercise of judgment by
management;
d. Significant adjustments made in the financial statements arising out of audit
findings;
e. Compliance with listing and other legal requirements relating to financial
statements;
f. Disclosure of any related party transactions;
g. Qualifications in the draft audit report.
5. Reviewing, with the management, the half yearly financial statements before
submission to the board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, right issue, preferential issue, etc.), the statement of
funds utilized for purposes other than those stated in the offer document/ Prospectus/
Draft Prospectus / notice and the report submitted by the monitoring agency monitoring the
utilization of proceeds of a public or rights issue, and making appropriate
recommendations to the Board to take up steps in this matter;
7. Review and monitor the auditor's independence, performance and effectiveness of
audit process;
8. Approval or any subsequent modification of transactions of the company with related
parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure
of the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors any significant findings and follow up there on.
15. Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the board;
16. Discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of nonpayment of declared dividends) and
creditors;
18. To oversee and review the functioning of the vigil mechanism which shall provide
for adequate safeguards against victimization of employees and directors who avail of the
vigil mechanism and also provide for direct access to the Chairperson of the Audit
Committee in appropriate and exceptional cases
19. Call for comments of the auditors about internal control systems, scope of audit
including the observations of the auditor and review of the financial statements before
submission to the Board;
20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other
person heading the finance function or discharging that function) after assessing the
qualifications, experience & background, etc. of the candidate;
21. To review "Internal Controls to prevent Insider Trading" and shall review
compliances with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015
at least once in a financial year and shall verify that the systems for internal control
are adequate and are operating effectively.
22. To carry any other duties as may be required under the SEBI (Listing Obligation
& Disclosures Requirements) Regulations, 2015 and the Companies Act, 2013 and rules
made thereunder and delegated by the Board of Directors from time to time.
B. NOMINATION AND REMUNERATION COMMITTEE BRIEF DESCRIPTION AND TERMS OF REFERENCE
During the year under review, there was no change in the Composition of Nomination and
Remuneration Committee and it consists only of Non-Executive Independent Directors as per
the provisions of Section 178 of the Act and the rules made thereunder and Regulation 19
of Listing Regulations.
COMPOSITION:
Composition of Nomination and Remuneration Committee as on 31st March, 2023
Name of the Director |
Status in Committee |
Nature of Directorship |
Number of Meetings held during the Financial Year
2022-23 |
|
|
|
Held |
Attended |
Mr. Manavendra Jayapal |
Chairman |
Independent Director |
2 |
2 |
Mr. Anish Narendra Nashine |
Member |
Independent Director |
2 |
2 |
Ms. Siddhi Rathi |
Member |
Non-Executive Director |
2 |
0 |
The Terms of reference and role of Nomination and Remuneration Committee covers the
area as under:
1. Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the board of directors a policy relating to,
the remuneration of the directors, key managerial personnel, senior management personnel
and other employees. For every appointment of an independent director, the Nomination and
Remuneration Committee shall evaluate the balance of skills, knowledge and experience on
the Board and on the basis of such evaluation, prepare a description of the role and
capabilities required of an independent director. The person recommended to the Board for
appointment as an independent director shall have the capabilities identified in such
description. For the purpose of identifying suitable candidates, the Committee may:
a. use the services of an external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due regard to
diversity; and
c. consider the time commitments of the candidates.
2. Formulation of criteria for evaluation of performance of independent directors and
the board of directors;
3. Devising a policy on diversity of board of directors;
4. Identifying persons who are qualified to become directors and who may be appointed
in senior management in accordance with the criteria laid down, and recommend to the board
of directors their appointment and removal;
5. Whether to extend or continue the term of appointment of the independent director,
on the basis of the report of performance evaluation of independent directors;
6. Recommend to the board, all remuneration, in whatever form, payable to senior
management;
7. Support the Board and Independent Directors in evaluation of the performance of the
Board, its committees and individual directors;
8. To carry any other duties as may be required under the SEBI (Listing Obligations
& Disclosures Requirements) Regulations, 2015 and the Companies Act, 2013 and rules
made thereunder or as may be delegated by the Board of Directors from time to time.
PERFORMANCE EVALUATION
In terms of the provisions of the Act, Listing Regulations and as per the
recommendation of the Nomination and Remuneration Committee, Board has adopted a formal
mechanism for evaluating its performance, as well as that of its committees and individual
directors. The exercise was carried out through a structured evaluation process covering
various aspects of the Board functioning such as composition of the Board &
Committees, experience & competencies, leadership attribute of the directors through
vision and values, strategic thinking and decision making, commercial and business acumen,
contribution to resolution of divergent views, proactive participation, time commitment,
teamwork skills and adequacy of business strategy.
NOMINATION AND REMUNERATION POLICY INTRODUCTION
This policy on Nomination and Remuneration of Directors, Key Managerial Personnel
("KMP"), Senior Management Personnel ("SMP") and other employees has
been formulated in terms of the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), as amended from time to time, in order inter-alia to pay equitable
remuneration to Directors, KMPs, SMP and other employees of the Company. This policy shall
act as guidelines on matters relating to the remuneration, appointment of the Directors,
Key Managerial Personnel and Senior Management Personnel and other employees.
APPLICABILITY
The Policy is applicable to:
Directors (Executive and Non-Executive)
Key Managerial Personnel
Senior Management Personnel and other employees DEFINITIONS
In this policy unless the context otherwise requires
a) "Act" means Companies Act, 2013 and rules made thereunder, as amended from
time to time.
b) "Company" means DRA Consultants Limited.
c) "Board" means Board of Directors of DRA Consultants Limited.
d) "Committee" means Nomination and Remuneration Committee of the Company as
constituted by the Board from time to time.
e) "Key Managerial Personnel" or "KMP" means Managing Director,
Whole-time Director, Chief Executive Officer, Chief Financial Officer, Company Secretary
and such other persons who may be deemed to be KMP under the Companies Act, 2013.
f) "Senior Management Personnel" means officers/ personnel of the Company,
who are members of its core management team excluding Board of Directors and shall
comprise all members of management one level below the Chief Executive Officer/ Managing
Director/ Whole Time
Director/ Manager (including Chief Executive Officer/ Manager, in case they are not
part of the Board) and shall include Functional head, Company Secretary and Chief
Financial Officer.
ROLE OF THE NOMINATION AND REMUNERATION COMMITTEE:
Nomination and Remuneration Committee shall govern the following:
1. Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the board of directors a policy relating to,
the remuneration of the directors, Key Managerial Personnel and Senior Management
Personnel and other employees. For every appointment of an independent director, the
Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and
experience on the Board and on the basis of such evaluation, prepare a description of the
role and capabilities required of an independent director. The person recommended to the
Board for appointment as an independent director shall have the capabilities identified in
such description. For the purpose of identifying suitable candidates, the Committee may:
use the services of an external agencies, if required;
consider candidates from a wide range of backgrounds, having due regard to
diversity; and
consider the time commitments of the candidates.
2. formulation of criteria for evaluation of performance of independent directors and
the board of directors;
3. devising a policy on diversity of board of directors;
4. identifying persons who are qualified to become directors and who may be appointed
in senior management in accordance with the criteria laid down, and recommend to the board
of directors their appointment and removal;
5. whether to extend or continue the term of appointment of the independent director,
on the basis of the report of performance evaluation of independent directors;
6. recommend to the board, all remuneration, in whatever form, payable to senior
management;
7. support the Board and Independent Directors in evaluation of the performance of the
Board, its committees and individual directors;
8. To carry any other duties as may be required under the SEBI (Listing Obligation
& Disclosures Requirement) Regulations, 2015 and Companies Act, 2013 and rules made
thereunder or as may be delegated by the Board of Directors from time to time.
CRITERIA FOR SELECTION OF CANDIDATES FOR MEMBERSHIP ON THE BOARD OF DIRECTORS,
KMP'S AND SENIOR MANAGEMENT PERSONNEL
a. General Criteria
A person to be appointed as Director, KMP or Senior Management Personnel should possess
adequate qualification, expertise and experience for the position he/ she is considered
for appointment. The Committee has discretion to decide whether qualification, expertise
and experience possessed by a person is sufficient/ satisfactory for the concerned
position.
Further, person to be appointed/ re-appointed as director should:
- be an individual of the highest integrity and have an inquiring mind, a willingness
to go into details and the ability to work well with others;
- be free of any conflict of interest that would violate any applicable law or
regulation or interfere with the proper performance of the responsibilities of a director;
- be willing and able to devote sufficient time to the affairs of the Company and be
diligent in fulfilling the responsibilities of a director;
- have the capacity and desire to represent the best interests of the stakeholders as a
whole; and
- not be disqualified under the provisions of the Companies Act, 2013 and applicable
rules and regulations.
b. Specific Criteria
In addition to the aforesaid, the Nomination and Remuneration Committee may, if it
deems fit, advise from time to time, develop specific criteria outlining the
qualification, skills, experience, expertise, backgrounds, and other characteristics that
should be represented on the Board to enhance its effectiveness. Any such criteria should
take into account the particular needs of the Company based on its business, size,
ownership, growth objectives, community, customers and other characteristics and should be
adjusted as these Company's characteristics evolve.
POLICY ON REMUNERATION
The remuneration policy of the Company reflects the Company's objectives for good
corporate governance as well as sustained long- term value creation for shareholders and
guided by a common reward framework and set of principles and objectives as more fully and
particularly envisaged under Section 178 of the Act, inter-alia principles pertaining to
determining qualifications, positive attributes, integrity and independence etc.
Remuneration policy of DRA Consultants is as follows:
A. Executive Directors' Remuneration
1. At the time of appointment or re-appointment, Managing Director and the Executive
Directors of the Company i.e., Whole-time Director as defined in the Companies Act, 2013
by whatever name
may be called (hereinafter known as Executive Directors) shall be paid such
remuneration as may be proposed by Nomination and Remuneration Committee and subsequently
approved by the Board of Directors within the overall limits prescribed under the
Companies Act, 2013.
2. The remuneration shall be subject to the approval of the Members of the Company at
its General Meeting, wherever required under the provisions of the Companies Act, 2013 and
rules made there under or under the provision of any other laws as may be applicable.
3. The remuneration of the Executive Directors is broadly a gross remuneration
comprises of basic salary, allowances, perquisites, amenities and retiral benefits.
4. In determining the remuneration (including the element as defined in clause 3) the
Nomination and Remuneration Committee shall ensure/ consider the following:
I. Remuneration shall be evaluated annually against performance industry benchmarks and
current trends.
II. Balance between fixed and incentive pay reflecting short- and long-term performance
objectives, appropriate to the working of the Company and its goals.
III. Responsibility required to be shouldered by the Executive Directors, the industry
benchmarks and the current trends.
IV. The Company's performance vis-a-vis the annual budget achievement and individual
performance vis- a-vis the KRAs / KPIs.
5. Minimum remuneration to Executive Directors if in any financial year, the Company
has no profits or its profits are inadequate, the Company shall pay remuneration to its
Executive Directors in accordance with the provision of the Companies Act, 2013 and rules
made thereunder.
B. Remuneration for Non-Executive Directors
Non-Executive members of the Board shall be entitled for sitting fees for attending the
meetings of the Board or committees thereof. The sitting fee will be fixed by the Board of
Directors from time to time in accordance with the provisions of the Companies Act, 2013
and other applicable rules and regulations. Non-Executive directors shall not be entitled
to any fixed or monthly salary or other remuneration.
C. Remuneration policy for the Key Managerial Personnel, Senior Management Personnel
and other employees.
The KMP (Except for Managing Director and Whole time Director), Senior Management
Personnel and other employees of the Company shall be paid monthly remuneration as per the
Company's HR policies and/ or as may be approved by the Committee.
In determining the remuneration to Key Managerial Personnel, Senior Management
Personnel and other employees the following shall be considered:
i. the relationship of remuneration and performance benchmark is clear;
ii. the balance between fixed and incentive pay reflecting short- and long-term
performance objectives, appropriate to the working of the Company and its goals;
iii. the Company shall follow a compensation mix of fixed component and variable
component. Fixed Component comprises salaries, perquisites and retirement benefits and a
variable component comprises performance bonus and may include:
Short-term incentives, based on the achievement of a number of individuals, pre-
defined financial and strategic business targets.
Long-term incentives in the form of stock options, promoting a balance between
short- term achievements and long-term thinking, in accordance to various applicable laws.
Pension contributions, made in accordance with applicable laws and employment
agreements.
Severance payments in accordance with termination clauses in employment
agreements. Severance payments shall comply with local legal framework.
iv. the remuneration including annual increment and performance bonus is decided based
on the criticality of the roles and responsibilities, the Company's performance vis-a-vis
the annual budget achievement, individuals' performance vis-a-vis KRAs / KPIs, industry
benchmark and current compensation trends in the market. The Benchmark information is
obtained from recognized compensation service consultancies, whenever required.
BRIEF TERMS OF EMPLOYMENT AND DETAILS OF REMUNERATION PAID TO THE EXECUTIVE DIRECTORS
DURING THE YEAR ENDED MARCH 31, 2023
Sr. Particulars No. |
Mr. Dinesh Rathi (Managing Director) |
Mrs. Uma Rathi (Executive
Director) |
Mr. Aditya Rathi (Executive
Director) |
1. Salary, benefits and allowances (fixed) |
- |
14,40,000.00 |
3,60,000.00 |
2. Incentive (fixed) |
- |
- |
- |
3. Provident fund |
- |
- |
- |
4. Stock options granted |
- |
- |
- |
5. Commission |
- |
- |
- |
-as % of profit |
- |
- |
- |
- others, specify... |
- |
- |
- |
6. Others, please specify |
- |
- |
- |
Total (A) |
- |
14,40,000.00 |
3,60,000.00 |
The aforementioned directors' remuneration is pursuant to recommendation of the
Nomination and Remuneration Committee, approval of the Board and shareholders in
compliance with the provisions of the Act and Listing Regulations.
C. STAKEHOLDER'S RELATIONSHIP COMMITTEE BRIEF DESCRIPTION AND TERMS OF REFERENCE
The Board has delegated the powers to a committee to approve transfer/transmission of
shares, considering and resolving the grievances, to oversee the performance of the
Registrar & Share Transfer Agent, Oversee the implementation and compliance of the
Code of Conduct adopted by the Company for prevention of Insider T rading and to attend
all other matters related thereto:
COMPOSITION
Composition of Stakeholder's Relationship Committee as on 31st March, 2023:
Name of the Director |
Status in Committee |
Nature of Directorship |
Mr. Anish Narendra Nashine |
Member |
Independent Director |
Mr. Manavendra Jayapal |
Chairman |
Independent Director |
Ms. Siddhi Rathi |
Member |
Non- Executive Director |
During the period no meetings were held.
The Terms of reference and role of Stakeholders' Relationship Committee covers the area
as under:
1. Resolving the grievances of the security holders of the Company including complaints
related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of
declared dividends, issue of new/duplicate certificates, general meetings etc.
2. Review of measures taken for effective exercise of voting rights by shareholders.
3. Review of adherence to the service standards adopted by the Company in respect of
various services being rendered by the Registrar & Share Transfer Agent.
4. Review of the various measures and initiatives taken by the Company for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the Company.
5. To carry any other duties as may be required under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 and rules made
thereunder and delegated by the Board of Directors from time to time.
Shareholders grievances/ complaints received and resolved during the year:
Number of shareholders' complaints received during the year ended March 31, 2023 |
0 |
Number of complaints not resolved to the satisfaction of shareholders |
0 |
Number of pending complaints |
0 |
D. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
The company has not crossed the threshold limit as prescribed under section 135 of the
Companies Act, 2013, hence has not been constituted the Corporate Social Responsibility
Committee for the year.
8. DIRECTORS AND KEY MANAGERIAL PERSONS:
A. COMPOSITION OF THE BOARD:
Sr. No. Name of the Director |
Designation |
Appointment |
Resignation |
1. Mr. Dinesh Chhaganlal Rathi |
Managing Director |
05.05.2009 |
|
2. Mrs. Uma Dinesh Rathi |
Executive Director |
05.05.2009 |
|
3. Ms. Siddhi Dinesh Rathi |
Non-Executive Director |
25.08.2016 |
|
4. Mr. Manavendra Jaypal |
Independent Director |
16.08.2018 |
|
5. Mr. Aditya Dinesh Rathi |
Executive Director |
12.12.2017 |
|
6. Mr. Anish Narendra Nashine |
Independent Director |
30.09.2021 |
|
-RETIREMENT BY ROTATION
Pursuant to provisions of the Companies Act, 2013, Ms. Siddhi Dinesh Rathi (DIN:
07041816) Director will retire at the ensuing Annual General Meeting and being eligible,
offers herself for re- appointment. The Board recommends her re-appointment.
B. COMPOSITION OF KEY MANAGERIAL PERSONNEL
The details of the Key Managerial personnel of the Company are as tabled below:
Sr. Key Managerial personnel No. |
Designation |
Appointment |
Resignation |
1 Ms. Ankita N Daga |
Company Secretary |
04.07.2016 |
17.08.2022 |
2 Ms. Ravina Modi |
Company Secretary |
22.08.2022 |
|
3 Mr. Ravindra Ashok Gaikwad |
Chief Financial Officer |
05.03.2020 |
20.10.2022 |
4 Mr. Rajesh Nagpure |
Chief Financial Officer |
27.10.2022 |
|
9. GENERAL BODY MEETINGS
DETAILS FOR THE LAST THREE ANNUAL GENERAL MEETINGS ("AGM")
AGM Date & Time |
Venue |
Resolutions |
11th Annual General Meeting Wednesday, 30th September, 2020 at
10.00 A.M. |
Plot No. 58, Ingole Nagar, Wardha Road, Nagpur- 440005 MH |
To receive, consider and adopt the Audited financial statements
of the Company for the Financial Year ended 31st March, 2020, together with
Reports of the Board of Directors and the Auditors thereon. |
|
|
To appoint Mr. Aditya Dinesh Rathi as, a director, who retires by
rotation and being eligible offer himself for re-appointment. |
|
|
To ratify the appointment of M/s Amit Gharlute & Co.,
Chartered Accountants, Nagpur as the Statutory Auditors of the Company and fix their
remuneration. |
12 th Annual General Meeting Thursday, 30th September, 2021 at
10.00 A.M. |
Plot No. 58, Ingole Nagar, Wardha Road, Nagpur- 440005 MH |
To receive, consider and adopt the Audited financial statements
of the Company for the Financial Year ended 31st March, 2021, together with
Reports of the Board of Directors and the Auditors thereon. |
|
|
To appoint Mr. Dinesh Rathi as, a director, who retires by
rotation and being eligible offer himself for re- appointment. |
|
|
To appoint M/s. K N D & Associates, Chartered Accountants,
Nagpur as the Statutory Auditors of the Company. |
|
|
To re-appoint Mr. Dinesh Rathi, as Managing Director of the
Company. |
|
|
Appointment of Mr. Anish Narendra Nashine (DIN: 09289733) as a
Non- Executive Independent Director. |
|
|
Change in designation of Mr. Aditya Dinesh Rathi (DIN 08012021)
from Non-Executive Director to Executive Director of the Company. |
13th Annual General Meeting Friday, 30th September, 2022 at
10.00 A.M. |
Plot No. 58, Ingole Nagar, Wardha Road, Nagpur- 440005 |
To receive, consider and adopt the Audited financial statements
of the Company for the Financial Year ended 31st March, 2022, together |
|
|
with Reports of the Board of Directors and the Auditors thereon. |
|
|
To re-appoint Mrs. Uma Dinesh Rathi as, a director, who retires
by rotation and being eligible offer herself for re- appointment. |
10. MEANS OF COMMUNICATION
Being SME listed company the publication of the half year and year to date
audited/ unaudited financial results in the leading newspaper of India is not obligatory.
The financial results and other corporate information are available on the
website www.dra.net.in of DRA Consultants Limited.
The presentations made to the institutional investors or to the industry
analysts are also available on the Company's website www.dra.net.in.
Yearly audited financial results as a part of Annual Report are also sent to all
the shareholders whose email address is registered with their Depository Participants
(DP)/ Company.
11. GENERAL SHAREHOLDER INFORMATION ANNUAL GENERAL MEETING
Date and Time: Saturday, September 30, 2023 at 10:00 A.M.
Venue: At the Registered Address of the company
FINANCIAL YEAR
Being SME Listed Company, the provision of Quarterly results is not applicable. The
half yearly unaudited results are declared within forty-five days following each half
year, and the annual financial results within sixty days from the end of the financial
year.
DIVIDEND PAYMENT DATE - N.A.
LISTING ON STOCK EXCHANGES
The equity shares of DRA Consultants Systems are listed and traded on Bombay Stock
Exchanges (BSE Limited), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 having
Scrip Code 540144.
The annual listing fee for the F.Y. 2023-24 has been paid within the scheduled time to
BSE.
MARKET PRICE DATA: HIGH, LOW DURING EACH MONTH IN FINANCIAL YEAR ENDED MARCH 31, 2023
The monthly high and low quotations of DRA Consultants Limited equity shares traded on
BSE during each month in the financial year ended March 31, 2023, in comparison with BSE
Sensex, are as follows:
MONTH |
BSE |
2022-2023 |
SHARE PRICE |
SENSEX |
|
HIGH |
LOW |
HIGH |
LOW |
Apr |
16.60 |
14.30 |
60845.10 |
56009.07 |
May |
23.52 |
15.79 |
57184.21 |
52632.48 |
Jun |
22.25 |
15.30 |
56432.65 |
50921.22 |
Jul |
26.00 |
13.95 |
57619.27 |
52094.25 |
Aug |
34.00 |
22.35 |
60411.20 |
57367.47 |
Sept |
41.00 |
27.25 |
60676.12 |
56147.23 |
Oct |
30.95 |
23.05 |
60786.70 |
56683.40 |
Nov |
32.20 |
22.00 |
63303.01 |
60425.47 |
Dec |
28.35 |
22.70 |
63583.07 |
59754.10 |
Jan |
26.75 |
22.00 |
61343.96 |
58699.20 |
Feb |
25.05 |
19.10 |
61682.25 |
58795.97 |
Mar |
23.99 |
17.15 |
60498.48 |
57084.91 |
Source: www.bseindia.com
SHARE TRANSFER SYSTEM
As per SEBI norms, all requests for transfer of securities shall be processed only in
dematerialized form. Further vide circular dated January 24, 2022, SEBI has notified that
all requests for duplicate issuance, splitting and consolidation requests too will be
processed in demat mode only.
Transfer of Equity Shares in dematerialized form are done through depositories with no
involvement of the Company/ the registrar and share transfer agent. The registrar and
share transfer agent of DRA Consultants Limited periodically receives the details of
beneficiary holdings from depositories
DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2023
Shareholding of nominal value of (Rs) |
Shareholders |
Share Capital |
|
Number |
% To total |
Number |
% To total |
1 - 5000 |
272 |
72% |
817503 |
7% |
5001-10000 |
53 |
14% |
477888 |
4% |
10001-15000 |
14 |
4% |
192112 |
2% |
15001-20000 |
12 |
3% |
235000 |
2% |
20001 - 30000 |
9 |
2% |
235000 |
2% |
30001-40000 |
6 |
2% |
212500 |
2% |
40001-60000 |
2 |
1% |
95000 |
1% |
60001-80000 |
3 |
1% |
200000 |
2% |
80001-100000 |
2 |
1% |
165096 |
2% |
100001 & above |
3 |
1% |
8339901 |
76% |
CATEGORY WISE SHAREHOLDING AS ON MARCH 31, 2023
Category Category of Shareholder |
No. of shares |
Percentage |
(A) Promoters & Promoter Group |
|
|
1. Indian |
8009998 |
73.02 |
2. Foreign |
- |
- |
Sub Total (A) |
8009998 |
73.02 |
(B) Public Shareholding |
- |
- |
1. Institutions |
- |
- |
Mutual Funds / UTI |
- |
- |
Financial Institutions / Banks |
- |
- |
Foreign Institutional Investors/ Foreign Portfolio Investors |
- |
- |
Sub Total (B)(1) |
- |
- |
2. Non-institutions |
- |
- |
Body Corporate - Indian |
120000 |
1.09 |
Resident Individual shareholders holding nominal share capital up to Rs. 2 lakhs |
1470002 |
13.40 |
Resident Individual shareholders holding nominal share capital in excess of Rs. 2
lakhs |
1092500 |
9.96 |
Directors & their relatives |
50000 |
0.46 |
Key Managerial Personnel |
|
|
Non-Resident Indians (NRIs) |
80000 |
0.73 |
Foreign Nationals |
- |
- |
Any Other (Clearing Members) |
- |
- |
Any Other (Bodies Corporate) |
- |
- |
Any Other (HUF) |
147500 |
1.34 |
Sub Total (B)(2) |
2960002 |
26.98 |
Total Public Shareholding (B)(1) + (B)(2) = (B) |
2960002 |
26.98 |
Grand Total (A+B) |
10970000 |
100.00 |
DEMATERIALISATION OF SHARES
Shareholders seeking dematerialisation of their shares need to approach their
Depository Participants (DP) with whom they maintain a demat account. The DP will generate
an electronic
request and will send the physical share certificate along with demat request form to
the Registrar and Share Transfer Agent (the "Registrar") of the Company.
Upon receipt of the request and share certificate, the Registrar will verify the same
and will confirm the demat request. On confirmation, the demat account of the respective
shareholder will be credited with equivalent number of shares. In case of rejection of the
request, the same shall be communicated to the shareholder through their respective DPs.
About 99.99% of the issued and paid-up share capital of the Company has been
dematerialised up to financial year ended March 31, 2023. The International Securities
Identification Number (ISIN) of the Company is INE746V01016. The equity shares of the
Company are traded on BSE throughout the year under review and were not suspended from
trading at any time during the year.
OUTSTANDING GDRS/ ADRS/ WARRANTS OR ANY CONVERTIBLE INSTRUMENTS, CONVERSION DATE AND
LIKELY IMPACT ON EQUITY
DRA Consultants Limited has not issued any GDRs/ ADRs. There were no outstanding
convertible warrants as on financial year ended March 31, 2023.
12. ADDRESS FOR CORRESPONDENCE
DRA Consultants Limited
Registered & Corporate Office
58, Ingole Nagar, Wardha Road, Nagpur-440005
Email: investors@dra.net.in
Branch Locations
a) Indore:
Add: 215-A, Telephone Nagar Extension,
Near Mahidpurwala House,
Indore Madhya Pradesh-452016
b) Pune:
Water Treatment Plant,
Sector 23, Near Appu Ghar,
Nigdi, Pune- 411044
c) Chennai:
R/o Flat H. No.: 4/37,
2nd Floor, Mahalaxmi Street,
T Nagar, Chennai-600017
d) Mumbai:
103, Anunagar, Waghbil, Kavesar,
Ghodbandar Road, Thane(W) - 400615 Maharashtra, India
e) Guwahati (Assam):
H. No. 55 c, Piyali Phukan Road, Rehabari,
Guwahati - 781008, Assam, India
Address For Other Correspondence
For any assistance regarding dematerialisation of shares, share transfers,
transmissions, change of address, non-receipt of dividend or any other query relating to
shares:
Registrar and Share Transfer Agent
Bigshare Services Pvt. Ltd
S6-2, 6th Floor, Pinnacle Business Park,
Next to Ahura Centre, Mahakali Caves Road,
Andheri (East) Mumbai - 400093 Phone: +9122-62638200, Fax No.: +9122-62638299 Email:
info@bigshareonline.com Website: www.bigshareonline.com
13. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received declarations from all the Independent Directors of the Company
as per the provisions of Section 149 subsection (7) of the Companies Act, 2013, confirming
that they meet the criteria of independence as prescribed both under Section 149
sub-section (6) of the Companies Act, 2013 read with the Rule 4 of Companies (Appointment
and Qualification of Directors) Rule, 2014 and the SEBI (Listing Obligations and
Disclosures Requirement) Regulations, 2015.
14. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
arm's length basis and were in the ordinary course of the business. There are no
materially significant related party transactions made by the company with Promoters, Key
Managerial Personnel or other designated persons which may have potential conflict with
interest of the company at large. Further, enclosing Form AOC-2 in "ANNEXURE I".
15. CHANGES IN SHARE CAPITAL
There is no Change in the Share Capital structure of the Company. The Share Capital
structure at March 31, 2023 stood as mentioned below:
PARTICULARS |
NO. OF SHARES |
SHARE CAPITAL (IN RS.) |
Authorised Share Capital |
12000000 |
Rs. 12,00,00,000/- |
16. STATUTORY COMPLIANCE, PENALTIES AND STRICTURES
During the year under review, there were no penalties imposed on DRA Consultants
Limited for any non-compliance by Stock Exchanges, SEBI or any other statutory authority
on matters related to capital markets during the last three years.
17. VIGIL MECHANISM
In order to ensure that the activities of the Company and its employees are conducted
in a fair and transparent manner by adoption of highest standards of professionalism,
honesty, integrity and ethical behavior, the Company has adopted a Vigil mechanism/Whistle
Blower Policy.
The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and
employees to report genuine concerns about unethical behavior, actual or suspected fraud
or violation of the Code of Conduct policy.
The Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations and in order to maintain these standards, the Company
encourages its employees who have genuine concerns about suspected misconduct to come
forward and express these concerns without fear of punishment or unfair treatment.
The mechanism provides for adequate safe-guards against victimization of Directors and
employees to avail of the mechanism and also provide for direct access to the Chairman of
the Audit Committee in exceptional cases. This neither releases employees from their duty
of confidentiality in the course of their work nor can it be used as a route for raising
malicious or unfounded allegations about a personal situation.
18. COMPLIANCE WITH MANDATORY REQUIREMENTS AND ADOPTION OF NON-MANDATORY REQUIREMENTS
OF REGULATION 27(1) READ WITH PART-E OF SCHEDULE-II OF THE LISTING REGULATIONS
Being SME Listed Company Regulation 27 of SEBI LODR is not applicable to the company.
19. CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE REGARDING NON- DISQUALIFICATION OF
DIRECTORS
M/s. Kunal Dutt & Associates has issued a certificate under the Listing
Regulations, confirming that none of the Directors on the Board of the Company has been
debarred or disqualified from being appointed or continuing as Director of Company by
SEBI, Ministry of Corporate Affairs or any such statutory authority. The said certificate
is enclosed as ANNEXURE-VI to this report.
20. WEB LINK WHERE POLICY FOR DETERMINING 'MATERIAL' SUBSIDIARIES IS DISCLOSED
In terms of the provisions of Listing Regulations, your Company has a policy for
determining Material Subsidiary and such policy is available on the Company's website at
the link:
https://www.dra.net.in/wp-content/uploads/2022/10/8.-Policy-on-Material-Subsidiaries.pdf
21. WEB LINK WHERE POLICY ON DEALING WITH RELATED PARTY TRANSACTIONS
In compliance of the provisions of Listing Regulations, the policy on dealing with
Related Party Transactions has been uploaded on the website of the Company at the
following link:
https://www.dra.net.in/wp-content/uploads/2023/02/7.-Policy-on-Related-Party-Transaction.pdf
22. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors confirm that:
a) in the preparation of the annual accounts for the year ended 31st March, 2023 the
applicable accounting standards had been followed along with proper explanation relating
to material departures;
b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year 31st
March, 2023 and of the loss of the company for that period.
c) the Directors have 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 have prepared the annual accounts for the period ended 31st March,
2023 on a going concern basis.
e) 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.
23. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company has no subsidiaries, joint ventures and associate companies during the
year.
24. EXTRACT OF ANNUAL RETURN
The Annual Return of the Company as on March 31, 2023 in Form MGT - 7 in accordance
with Section 92(3) of the Act read with the Companies (Management and Administration)
Rules, 2014, is available on the website of the Company at https://www.dra.net.in/.
25. PARTICULARS OF EMPLOYEES
The details pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5
(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
enclosed as ANNEXURE - II.
Further during the year under review, none of the employees were entitled to receive
remuneration exceeding the prescribed limit set under Rule 5 (2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
26. REGISTRAR AND TRANSFER AGENT
The Board had appointed M/s. Bigshare Services Private Limited as Registrar and
Transfer Agent (RTA) at their meeting held on 25th August, 2016. The Company's
Registrar & Share Transfer Agents, M/s. Bigshare Services Private Limited is fully
equipped to carry out the transfers of shares and redress Investor complaints.
27. AUDITORS
A. STATUTORY AUDITORS:
M/s K N D & Associates, FRN 112180W Chartered Accountants, Nagpur were appointed as
Statutory Auditors of your Company in the Annual General Meeting (AGM) held on 30th
September, 2021 for a term of 5 (Five) consecutive years to hold office till the
conclusion of the 17th Annual General Meeting of the Company to be held in the Calendar
year 2026.
AUDITOR'S REPORT:
The Report given by the Auditors on the financial statements of the Company is part of
the Annual Report. There is no qualification, reservation, adverse remark or disclaimer
given by the Auditors in their Report. However, the Report is self-explanatory and does
not require any comments or clarification.
B. SECRETARIAL AUDITOR
The Board has appointed M/s. Kunal Dutt & Associates, Practicing Company
Secretaries, to conduct Secretarial Audit of the Company for the financial year ended 31st
March, 2023 in compliance with the provisions of Section 204 of the Companies Act, 2013.
The report of the Secretarial Audit Report in Form MR-3 is enclosed as "ANNEXURE
III" to this Report.
C. INTERNAL AUDITOR
In accordance with the provisions of Section 138 of the Act and rules made thereunder,
the Board of Directors of the Company has appointed M/s D N Tonpe & Co. Chartered
Accountant Registration No. 111019W as an Internal Auditor to conduct the Internal Audit
of the Company.
The Board has appointed M/s D N Tonpe & Co., Chartered Accountant (FRN: 111019W) as
Internal Auditor to conduct the Internal audit of your Company for the financial year
2022-23.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO
Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings
and Outgo required under the Rule 8 of the Companies (Accounts) Rules, 2014 is annexed and
marked "ANNEXURE IV" and forms part of this Report.
29. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has effective 'internal financial controls' that ensure an orderly and
efficient conduct of its business, including adherence to Company's policies, safeguarding
of its assets, prevention and detection of frauds and errors, accuracy and completeness of
the accounting records, and timely preparation of reliable financial information.
30. THE DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No significant or material orders were passed by the regulators or courts or tribunals
impacting the going concern status and company's operations in future during the year
under review.
31. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
There were no material changes and commitments in the business operations of the
Company from the Financial Year ended 31st March, 2023 to the date of signing
of the Director's Report.
32. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED:
Your Company has not given any loan or guarantee to any person or body corporate nor
invested in anybody corporate during the Financial Year under review pursuant to Section
186 of Companies Act, 2013.
33. RISK MANAGEMENT
The Board has formally adopted steps for framing, implementing and monitoring the risk
management plan for the Company by way of Risk Management Policy. The Board is very
vigilant in working and also have proper internal control systems to minimize the
operational and business risk. Company also encourages Whistle Blower system in the
company.
34. FORMAL ANNUAL EVALUATION
Your Company has devised a Policy for selection of Directors, determining independence
of Directors and for performance evaluation of Independent Directors, Board, Committees
and other individual Directors which include criteria for performance evaluation of the
non-executive directors and executive directors.
35. DECLARATION WITH THE COMPLIANCE WITH THE CODE OF CONDUCT BY MEMBERS OF THE BOARD
AND SENIOR MANAGEMENT PERSONNEL
The Company has complied with the requirements about code of conduct for Board members
and Sr. Management Personnel.
The Board has laid down a Code of Conduct for all Board members and senior management
personnel of the Company, which is available on DRA Consultants Limited's website at
https://www.dra.net.in/wp-content/uploads/2022/10/4.-Code-of-Conduct-%E2%80%93-Board-
Senior-Management.pdf
The Company has obtained confirmations for the compliance with the said code from all
its Board members and senior management personnel for the year ended March 31, 2023.
A declaration to this effect given by Mr. Dinesh Rathi, Managing Director of the
Company, is annexed and marked "ANNEXURE V" and forms part of this
Report.
36. MECHANISM FOR BOARD EVALUATION
SEBI (LODR) Regulations, 2015 states that the board shall monitor and review the board
evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs
to be made by the Board of its own performance and that of its committees and individual
directors. The Schedule IV of 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 Directors evaluation was broadly based on the parameters such as understanding of
the Company's vision and objective, skills, knowledge and experience, participation and
attendance in Board/ Committee meetings; governance and contribution to strategy;
interpersonal skills etc. The Board has carried out the annual performance evaluation of
its own performance, the Directors individually as well as evaluation of the working of
its Board Committees. A meeting of the Independent Directors was also held which reviewed
the performance of Non-Independent Directors, Chairman and the quality, quantity and time
lines of flow of information between the Company management and Board.
37. CORPORATE GOVERNANCE
Since the Company has listed its securities on SME platform of BSE Limited, the
provisions of Corporate Governance as specified in regulations of SEBI (LODR) Regulation,
2015 are not applicable to the Company for the financial year ended 31st March
2023.
38. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013 (SHWWA):
Your Company is committed to providing a work environment that is professional and
mature, free from animosity and one that reinforces the value of integrity that includes
respect for the individual. The Company has always believed in providing a safe and
harassment free workplace for every individual working in the Company's premises through
various interventions and practices. The Company always endeavors to create and provide an
environment that is free from discrimination and harassment including sexual harassment.
All employees are treated with dignity with a view to maintain a work environment free of
sexual harassment whether physical, verbal or psychological. The Policy aims to develop a
harmonious and productive working environment free from sexual harassment. The Company
also ensures all allegations of sexual harassment are investigated and dealt with
effectively and appropriately.
39. SECRETARIAL STANDARDS
Your company has complied with the Secretarial Standards issued by the Institute of
Company Secretaries of India.
40. GENERAL
Your directors state that no disclosure or reporting is required in respect of the
following item as there were no transactions on these items during the year under review:
1. Neither the Managing Director nor the Whole-time Directors of the Company receive
any remuneration or commission from any of its subsidiaries as the company has no
subsidiaries.
41. OTHER DISCLOSURES
During the financial year under review:
the Company has complied with the applicable Secretarial Standards, i.e., SS-1
and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings',
respectively.
the Company does not have any stock option plan in force.
the Company has neither invited nor accepted any deposits from the public within
the purview of the Act and the Rules made thereunder, and accordingly no amount on account
of principal or interest on public deposits was outstanding as on March 31, 2023.
the Company has not issued shares with differential voting rights and sweat
equity shares.
no disclosure is required under Section 67 (3) (c) of the Act in respect of
voting rights not exercised directly by employees of the Company, as the provisions of the
said section are not applicable.
the Company is not required to maintain Cost records under Section 148(1) of the
Act.
no significant or material orders were passed by the regulators or courts or
tribunals which could impact the going concern status of the Company and its future
operations.
no material changes and commitments have occurred after the close of the year
till the date of this report which may affect the financial position of the Company except
as mentioned in this report elsewhere.
42. ACKNOWLEDGMENT
The Board of Directors are pleased to place on record their appreciation of the
co-operation and support extended by ICICI Bank Limited, various State and Central
Government agencies, Stock Exchange and other Agencies. The Board would like to thank the
Company's shareholders, Customers, Service providers for the support and the confidence,
which they have reposed in its management. The Board also wishes to place on record its
highest appreciation of the valuable services rendered by all the employees of the
Company.
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For and on behalf of the Board of Directors |
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For DRA Consultants Limited |
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Sd/- |
Sd/- |
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Dinesh Rathi |
Uma Rathi |
Place: Nagpur |
(Managing Director) |
(Executive Director) |
Date: 14th August, 2023 |
(DIN:01516715) |
(DIN:02578611) |
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