To,
Dear Members,
Your Directors' are pleased to present the 20th Annual Report on the
business and operations of the Company, along with the audited Financial Statements for
the financial year ended March 31, 2023.
CORPORATE OVERVIEW
The Company migrated from BSE SME Platform to BSE Main Board and Listed its securities
on the National Stock Exchange of India Limited on November 25, 2021. The Company has its
corporate headquarters at Navi Mumbai.
The Company's financial performance for the year ended 31st March 2023 is
summarized below:
|
FY 2023 |
FY 2022 |
Total Revenue |
8,230.52 |
7,557.08 |
Earnings Before Interest, Depreciation, Tax and Amortization (EBITDA) |
984.23 |
969.91 |
Finance Charges |
175.12 |
105.71 |
Depreciation |
286.43 |
84.64 |
Net Pro t / (Loss)Before Tax |
567.24 |
790.94 |
Tax expense for the year |
85.01 |
215.32 |
Other Comprehensive Loss/income (net of tax) |
(10.49) |
50.34 |
Total Comprehensive Income/(Loss) |
471.74 |
625.96 |
Balance of Pro t brought forward |
471.74 |
625.96 |
Surplus carried to Balance Sheet |
- |
- |
Earnings Per Share (Rs.) |
3.28 |
4.03 |
Diluted Earnings Per share |
3.09 |
3.59 |
BUSINESS PERFORMANCE & STATE OF COMPANY AFFAIRS
The total revenue for the financial year under review was Rs. 8230.52 Lakhs as against
Rs. 7557.08 Lakhs for the previous financial year registering an increase of Rs. 673.44
Lakhs. The profit before tax was Rs. 567.24 Lakhs and the profit after tax was Rs. 471.74
Lakhs for the financial year under review as against Rs. 790.94 Lakhs and Rs. 625.96 Lakhs
respectively reported for the previous financial years.
There were no material changes and commitments affecting the financial position of the
Company, between the end of the financial year and the date of the report.
FY23 was a landmark year for the Company. The Company achieved a major milestone during
the year by way of Preferential Allotment & could successfully raise Rs. 649.34 lacs
through Equity and Convertible Warrants (Share Warrants') during the year.
DIVIDEND
To conserve resources for future, your Directors' do not recommend any dividend for the
financial year under review.
TRANSFER TO RESERVES
The Directors do not propose to transfer any amount to Reserve.
LISTING AND CURRENT UPDATES
Your Company migrated from BSE SME Platform to BSE Main Board and Listed its securities
of NSE on November 25, 2021.
Your Directors' are pleased to inform you that, during the year under review, the
Company had received in-principle approval(s) from both the exchanges pertaining to the
Preferential Allotment of Equity Shares and/or Share Warrants, then followed with the
requisite approval(s) for the allotment of shares and also for the trading of its
securities.
Post which, out of total proceeds of Rs. 649.34 lacs, Rs. 640 lacs were utilized &
Rs. 9.34 lacs i.e. un-utilised amount is being parked in the Escrow Account as maintained
by the Company for the said purpose.
SHARE CAPITAL
The Authorized Share Capital of the Company is Rs. 20,00,00,000/- divided into
2,00,00,000 equity shares of Rs. 10/-.
The Paid-up Equity Share Capital is Rs.15,09,60,000/- (divided into 15096000 equity
shares of Rs.10/- each) as at March 31, 2023.
During the year under review, the Company had issued 800000 Equity Shares at a price of
Rs 63/- only including a premium of Rs 53/-. The Company had not converted any convertible
securities or shares with differential voting rights nor has granted any stock options or
sweat equity or warrants as on March 31, 2023.
The Company has paid Listing Fees for the Financial Year 2022-2023 to the Stock
Exchanges viz BSE Limited & The National Stock Exchange of India Limited, where its
equity shares are listed.
OPERATIONS
During the year the Company was awarded the following projects:
Sr. No. Name of work |
1 Consultancy services for Authority's Engineer for Supervision of Rehabilitation and
Upgradation of NH-565 from Km 86.057 to 132.920 Nagarjuna Sagar Dam to Davulapally section
to two lane with paved shoulder in the State of Andhra Pradesh through EPC mode |
2 CS as AE for Supervision of 4 laning of Vairengte N. Kawnpui section
(Package-3,4,5&6) of NH306 & NH-6 from Existing Chainage Km 43.000 to Km 126.315
(Design Chainage Km 46.000 to Km 111.850) in the State of Mizoram |
3 PMC Services for up-gradation to 2/4/6 lane with paved shoulders con guration of
newly declared NH 216H Package No.1.2 & 3 terminating at its junction with NH 30 near
Laxmipuram in the state of Andhra Pradesh |
4 IE Services during Development and Operation of Sikar-Bikaner Section of NH-11 from
Km 340.188 of NH-11 to Km 557.775 of NH-11 via Sikar Bypass and Bikaner Bypass from Km
553.869 of NH-11 to km 267.325 of NH-89 by two laning with paved state of Rajasthan |
5 PMC Services for Up-gradation to 4 Lane for the Highway Starting from its junction
with NH216 near Amalapuram connecting Palivela and terminating at its junction with
NH-216A at Ravulapalem in the State of Andhra Pradesh |
6 Consultancy services for AE Supervision of Upgradation/ Reconstruction to 2 LPS-4
lane Con guration (Package No. Nashik IV) Secton - 2 Adhalgaon to Jamkhed from km 132-600
to km 195-375 in the state of Maharashtra. |
7 Services for preparation of tender document and bid process management for
redevelopment of PMGP Colony Buildings 1 to 17 at Majaswadi |
8 Consultancy Services for Authoritys Engineer for Supervision of Rehabilitation and
Up gradation of NH167B from Km 143/320 Malakonda to 189/050 Singarayakonda on NH16 to two
lane with paved shoulders in Andhra Pradesh through EPC mode |
9 Independent Engineer Services for Development of Access Controlled Six Lane
(Expandable to Eight Lane) Green eld Ganga Expressway' [Group-IV, from Km. 445+000
(Village: Sarso, Distt: Unnao) to Km. 601+847, (Village: Judapur Dando, Distt: Prayagraj),
De |
10 Consultancy services for preparation of Detailed Project Report (DPR) for
Construction of 04 lane Elevated Corridor/ Double Decker yover in the District of
Prayagraj |
11 Consultancy Services for preparation of DPR for Augmentation of 4-laning of
Anakapalli-Annavaram Diwancheruvu Section from Km 741.255 to Km. 903.000 of NH-16 (Package
3&4 of TOT Bundle 1) to 6 lane Partial Access Controlled Highway standard in AP |
12 Selection of Agencies for Conducting Traf c Survey Using Portable Automatic Traf c
Counter and Classi er (ATCC) Systems - Zone 4 - Maharashtra |
13 Selection of Agencies for Conducting Traf c Survey Using Portable Automatic Traf c
Counter and Classi er (ATCC) Systems - Zone 3 Rajasthan & Haryana |
14 Consultancy Services for Authoritys Engineer for Supervision of Rehabilitation and
upgradation of NH 167AD from Macherla to Dachepalli from Km 0 000 to 43 659 to two lanes
with paved shoulders in the state of Andhra Pradesh EPC basis |
15 Independent Engineer Services During Operation and Maintenance stage of 6-Laning of
Vadakkenchery-Thrissur Section of NH-544 (Design Ch. 236.135 to Ch. 264.490) in the state
of Kerala Under NHDP Phase-II on DBFOT Basis Total Design Length of 28.355 Km |
16 IE Services for Four Laning of Neraluru - Thorapalli Agraharam section of NH-844
from Km 0+000 to Km 23+350 (Design Chainage) under Bharatmala Pariyojana, Phase I
(National Corridor) on Hybrid Annuity Mode in the States of Karnataka & Tamil Nadu 2nd
Call |
17 Supervision Consultant of Operation & Maintenance of Four Lane NH Connectivity
to ICTT Vallarpadam from Kalamassery (Ch.Km 0+000) to Vallarpadam (Ch.Km 17+121) in the
State of Kerala; and additional charge of Edapally-Vytilla-Aroor section |
18 Supervision consultants for the Construction of a two lane over bridge on the
Kotwali Road from Kohadapir to Qutubkhana in District Bareilly on EPC Mode |
19 CS for AE for supervision of Rehabilitation and Up-gradation to 4 Lane con
gurations and Strengthening of Thanpuri to Paror section from Km 85.135 to Km 100.840 of
NH-20 (New NH-154) of Pathankot-Mandi under NH-(O) in H.P (Package-IIC) on EPC mode |
20 IE services O and M phase of 1 Four laning of Solapur Yedshi NH 211 Km 0 to Km 100
2 Four Laning of Solapur MAH KNT Border NH 9 Km 249 000 to Km 348 800 and 3 Four laning of
Pune Solapur NH 9 Km 144 400 to Km 249 000 in the State of Maharashtra |
21 Conducting Final Location Survey, Traf c survey, submission of comprehensive DPR
for all civil, electrical and S&T work, preparation of detail estimate along with
Alignment Plan, Yard Plan, drawing for minor bridges, major bridges, ROB/RUB, FOB, level
cr |
22 CS of Feasibility Report cum DPR for Widening of the existing 2lane road to 4lane
from Willingdon Island to Kundanoor or alternatively to Aroor-other suitable location on
NH-66 to provide connectivity to Cochin Port Trust in the state of Kerala (2nd call) |
Management Discussion and Analysis
The Management Discussion and Analysis for the year under review, as stipulated under
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to
this Report.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, a separate
section on the Corporate Governance Report, forms an integral part of the Integrated
Annual Report. A certificate from Practicing Company Secretary confirming compliance with
corporate governance norms, as stipulated under the Listing Regulations, is annexed to the
Corporate Governance Report.
Material changes and commitments if any, affecting the financial position of the
company which have occurred between the end of the financial year of the company to which
the financial statements relate and the date of the report;
Other than as disclosed in the financial statements, the directors are not aware of any
other matters or circumstances that have arisen since the end of the financial year which
have significantly affected or may significantly affect the operations of the Company, the
results of those operations and the state of affairs of the Company in subsequent years.
Annual Return
The Annual Return of the Company as on March 31, 2023 in Form MGT-7 in accordance with
Section 92(3) and Section 134 (3) (a) of the Companies Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014 is available on the Company's website at
https: Corporate Governance - Dhruv Consultancy Limited
Annual Report
The MCA has issued General circular No.10/2022 dated December 28, 2022, read with
General circular No. 02/2022 dated May 05, 2022, General Circular No. 21/2021 dated
December 14, 2021, General Circular No. 19/2021 dated December 08, 2021, General Circular
No. 02/2021 dated January 13, 2021, General Circular No. 28/2020 dated August 17, 2020,
General Circular No.20/2020 dated May 05, 2020, General Circular No.18/2020 dated April
21, 2020 and the SEBI has issued Circular Nos. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated May
12, 2020 and SEBI/HO/CFD/CMD2/ CIR/P/2021/11 dated January 15, 2021 and Circular No. SEBI/
HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, SEBI/HO/ CFD/PoD-2/P/CIR/2023/4 dated
January 05, 2023 in relation to Relaxation from compliance with certain provisions
of the Listing Regulations in view of the prevailing situation and owing to the dif
culties involved in dispatching of physical copies of the Annual Report and the Notice
convening the AGM.'
Members who wish to have a physical copy may write to the Company Secretary of the
Company at cs@dhruvconsultancy.in or submit a written request to the Registered Office of
the Company. In accordance with the aforesaid circulars, the web link of the Annual Report
and the Notice convening the AGM of the Company is being sent in electronic mode only to
members whose e-mail addresses are registered with the Company or the Depository
Participant(s). Those members, whose email address are not registered with the Company or
with their respective Depository Participant(s) and who wish to receive the Notice of the
AGM and the Annual Report for the financial year ended March 31, 2023, can get their email
address registered by following the steps as detailed in the Notice convening the AGM
The Annual Report of the Company and its subsidiaries are available on the Company
website www.dhruvconsultancy.in
Directors and Key Managerial Personnel
During the year under review, there was no change in the Key Managerial Personnel of
the Company.
Retirement by Rotation and re-appointment of Director.
Section 152 of the Act provides that unless the Articles of Association provide for
retirement of all directors at every Annual General Meeting (AGM), not less
than two-third of the total number of directors of a public company (excluding the
Independent Directors) shall be persons whose period of office is liable to determination
by retirement of directors by rotation, of which one-third are liable to retire by
rotation. Accordingly, Mr. Pandurang Dandawate (DIN: 01202414), Non-Executive Director of
the Company, retires by rotation at the ensuing AGM and, being eligible, offers himself
for re-appointment. A Pro le of Mr. Pandurang Dandawate, as required by Regulation 36(3)
of the LODR is given in the Notice convening the forthcoming AGM.
The Board of Directors, at its meeting held on July 05, 2023, based on the
recommendation of Nomination and Remuneration Committee has extended the term of the
appointment of Mr. Sandeep Dandawate as Executive of the Company for a further period of 3
(three) years, with effect from 1st April, 2024 to 31st March, 2027, subject to the
approval of the Members.
Appointments and Resignations :-
a. Appointments
The Board at its meeting held on August 10, 2022 based on the recommendation of
Nomination and Remuneration Committee approved the appointment of Ashokkumar Nagesh Katte
(DIN: 09684126) as an Additional Director (in the capacity of Non-Executive Independent
Director) of the Company for a period of 5 years w.e.f. August 10, 2022 subject to
shareholder's approval which was approved by shareholders in the 19th Annual
General Meeting of the Company held on September 7, 2022.
The Board at its meeting held on February 11, 2023, based on the recommendation of
Nomination and Remuneration Committee approved the appointment of Mr. Saleem K Wadgaonkar
(DIN: 09680618) as an Additional Director (in the capacity of Non-Executive Independent
Director) of the Company for a period of 5 years w.e.f. February 11, 2023 to February 10,
2028 subject to shareholder's approval, which was approved by shareholders through a
Postal Ballot on April 7, 2023.
The Board at its meeting held on February 11, 2023, based on the recommendation of
Nomination and Remuneration Committee approved the re-appointment of Mr. Sudhir Shringare
(DIN: 08049384) as Non-Executive Independent Director of the Company for the second term
of 5 years commencing from January 11, 2023 to January 10, 2028 subject to shareholder's
approval, which was approved by shareholders through Postal Ballot on April 7, 2023.
Resignations
Mr. Dhanyakumar B. Mahamuni & Ms. Shaila J. Patil, the Independent Director(s) have
resigned from the position of Independent Director of the Company with effect from close
of business hours of July 05, 2023.
Your Directors' place their sincere appreciation for the valuable contribution made by
Mr. Dhanyakumar B. Mahamuni & Ms. Shaila J. Patil during their tenure as the Directors
on the Board of the Company. Your Directors' also intend to place on record a special
mention for the guidance as extended by Mr. Mahamuni as being the Chairman of the Board.
Director(s) Disclosure
Based on the declarations and confirmations received from the Directors, none of the
Directors of the Company are disqualified from being appointed/ continuing as Directors of
the Company.
Independent Directors' Declaration
The Company has received the necessary declaration from each Independent Director in
accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI
Listing Regulations, that he/she meets the criteria of independence as laid out in Section
149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations. The Company
has also received from them declaration of compliance of Rule 6 (1) & (2) of the
Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online
registration with the ''Indian Institute of Corporate Affairs'' at Manesar, for inclusion
of name in the data bank of Independent Directors.
Statement regarding opinion of the Board with regard to integrity, expertise and
experience (including the pro ciency) of the Independent Directors appointed during the
year:
With regard to integrity, expertise and experience (including the pro ciency) of the
Independent Directors appointed during the Financial year 2022- 23, the Board of Directors
have taken on record the declarations and confirmations submitted by the Independent
Directors and is of the opinion that the Independent Director is a person of integrity and
possesses relevant expertise and experience and his continued association as Director will
be of immense benefit and in the best interest of the Company.
Regarding pro ciency of the Independent Directors, ascertained from the online pro
ciency self-assessment test conducted by the institute, as notified under sub-section (1)
of section 150 of the Act, the Board of Directors have taken on record the information
submitted by Independent Director that he/she has complied with the applicable laws.
Key Managerial Personnel
In accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
the following are the Key Managerial Personnel of the Company:
(i) Mrs. Tanvi Auti, Managing Director
(ii) Mr. Snehal Patil, Chief Financial Of cer
(iii) Ms. Isha Kulkarni, Company Secretary and Compliance Of cer
MANAGING DIRECTOR/DIRECTOR AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE
In terms of the SEBI LODR Regulations, the certificate, as prescribed in Part B of
Schedule II of the said Regulations, has been obtained from the Managing Director &
Chief Financial Of cer, for the Financial Year 2022-23 with regard to the Financial
Statements and other matters. The said Certificate forms part of this Report.
10. Board of Directors:
a. Composition of the Board
The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing
Obligation and Disclosure Requirement) Regulations 2015 which, inter alia, stipulates that
the Board should have an optimum combination of Executive and Non-Executive directors.
As on date of this report, the Board comprised 7(seven) Directors including three
Independent Directors and Woman Director and the Non-Executive Chairman.
The present strength of Board of Directors of the Company is as follows:
Sr. No. DIN |
Name of the Director(s) |
Category |
Designation |
1. 07618878 |
Tanvi T. Auti |
Executive |
Managing Director |
2. 01202414 |
Pandurang B. Dandawate |
Non-Executive |
Director |
3. 02852334 |
Jayashree P. Dandawate |
Executive |
Director |
4. 01779289 |
Sandeep B. Dandawate |
Executive |
Director |
5. 08049384 |
Sudhir A. Shringare |
Non-Executive |
Independent Director |
6. 09684126 |
Ashokkumar Nagesh Katte |
Non-Executive |
Chairman & Independent Director |
7. 09680618 |
Saleem K Wadgaonkar |
Non-Executive |
Independent Director |
Meetings of the Board
The Board of Directors duly met 6 times during the financial year from April 01, 2022
to March 31, 2023 i.e. on April 28, 2022, May 16, 2022, August 10, 2022, October 12, 2022,
November 11, 2022 and February 11, 2023.
Familiarization Programme for Independent Directors
As a practice, all new Directors (including Independent Directors) inducted to the
Board are given a formal orientation. The Directors are usually encouraged to visit the
head office and project sites/locations of the Company and interact with members of Senior
Management as part of the induction programme. The Senior Management make presentations
giving an overview of the Company's strategy, operations Board constitution and
guidelines, matters reserved for the Board and the major risks and risk management
strategy. This orientation enables the Directors to get a deep understanding of the
Company, its people, values and culture and facilitates their active participation in
overseeing the performance of the Management.
Further, based on the confirmations/ disclosures received from the Non-Executive
Independent Director in terms of Regulation 25(9) of the Listing Regulations, the Board of
Directors is of the opinion that the Non-Executive Independent Directors fulfill the
criteria or conditions specified under the Act and under the Listing Regulations and are
independent of the management.
Criteria For Determining Quali cations, Positive Attributes And Independence of A
Director
In terms of the provisions of Section 178(3) of the Act and Regulation 19 of the
Listing Regulations, the Nomination and Remuneration Committee (NRC) has
formulated the criteria for determining quali cations, positive attributes and
independence of Directors, the key features of which are as follows:
Quali cation : The Board nomination process encourages diversity of thought,
experience, knowledge, age and gender. It also ensures that the Board has an appropriate
blend of functional and industry expertise
Positive Attributes : Apart from the duties of directors as prescribed in the Act, the
directors are expected to demonstrate high standards of ethical behaviour, communication
skills and independent judgment. The directors are also expected to abide by the
respective Code of Conduct as applicable to them.
Independence : A director will be considered independent if he / she meets the criteria
laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)
(b) of the Listing Regulations.
Evaluation
The evaluation of all the directors, committees, Chairman of the Board, and the Board
as a whole, was conducted based on the criteria and framework adopted by the Committee.
The Board sought the feedback of Directors on various parameters including:
i. Degree of ful lment of key responsibilities towards stakeholders (by way of
monitoring corporate governance practices, participation in the long-term strategic
planning, etc.); ii. Structure, composition and role clarity of the Board and Committees;
iii. Extent of coordination and cohesiveness between the Board and its Committees; iv.
Effectiveness of the deliberations and process management; v. Board/Committee culture and
dynamics; and vi. Quality of relationship between Board Members and the Management.
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 the Independent Directors, the performance of the
Non-Independent Directors, the Board as a whole and Chairperson of the Company were
evaluated taking into account the views of Executive Directors and other Non-Executive
Directors.
The NRC reviewed the performance of the individual directors and the Board as a whole.
In the Board meeting that followed the meeting of the Independent Directors and the
meeting of NRC, the performance of the Board, its committees, and individual Directors
were discussed.
Committees of the Board of Directors
i. Audit Committee:
In terms of Section 177 of the Companies Act, 2013, as on date of this report, the
Board of Directors has constituted an Audit Committee comprising 3 Directors as below.
Sr No. Name of the Directors |
1. Sudhir A. Shringare |
2. Pandurang B. Dandawate |
3. Ashokkumar Nagesh Katte |
All the recommendations of the Audit Committee were accepted by the Board.
During the year i.e. from April 01, 2022 to March 31, 2023, the Audit committee met 4
times on May 16, 2022; August 10, 2022; November 11, 2022 and February 11, 2023.
Nomination and Remuneration Committee:
In terms of Section 178 of the Companies Act, 2013, as on date of this report, the
Board of Directors had constituted Nomination & Remuneration Committee comprising of 3
Directors as below:
Sr No. Name of the Directors |
1. Sudhir A. Shringare |
2. Pandurang B. Dandawate |
3. Ashokkumar Nagesh Katte |
During the year i.e. from April 01, 2022 to March 31, 2023, Nomination and
Remuneration, the committee met 2 times on August 10, 2022 and February 11, 2023.
Stakeholders' Relationship Committee:
As on the date of this report, the Board of Directors has constituted Stakeholders'
Relationship Committee comprising of 3 Directors as below:
Sr No. Name of the Directors |
1. Ashokkumar Nagesh Katte |
2. Pandurang B. Dandawate |
3. Sudhir A. Shringare |
During the year i.e. from April 01, 2022 to March 31, 2023, Stakeholders Relationship
committee met 4 times, on April 19, 2022, July 12, 2022, October 17, 2022 and January 11,
2023.
Corporate Social Responsibility (CSR)
In terms of Section 135 of the Companies Act, 2013, as on date of this report, the
Board of Directors had constituted Corporate Social Responsibility Committee comprising of
3(three) Directors as below:
Sr No. Name of the Directors |
1. Jayashree P. Dandawate |
2. Pandurang B. Dandawate |
3. Saleem K Wadgaonkar |
During the year i.e. from April 01, 2022 to March 31, 2023, Corporate Social
Responsibility, the committee met twice on May 16, 2022 and February 11, 2023.
EMPLOYEE STOCK OPTION SCHEME
Your Company has an Employee Stock Option Plans namely, DCPL - Employees Stock Option
Plan 2021 for granting Stock Options to employees. During the year under report, no
employee has been granted stock options, equal to or exceeding 1% of the issued capital
(excluding outstanding warrants and conversions) of your Company.
Remuneration of Directors and Employees
The information required pursuant to Section 197 of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
in respect of employees of the Company, is annexed as Annexure C. The information about
Top Ten Employees in terms of remuneration will be available for inspection by the Members
at the Registered Office of the Company during business hours on working days of the
Company up to the date of the ensuing Annual General Meeting. If any Member is interested
in obtaining a copy thereof, such Member may write to the Company Secretary in this
regard.
Auditors
Statutory Auditors
At the 15th AGM held on September 10, 2018, the Members had approved the appointment of
M/s. Mittal And Associates, Chartered Accountants, Mumbai [Firm Registration No.: 106456W]
as the Statutory Auditors for a period of 5 ( ve) years commencing from the conclusion of
the 15th AGM until the conclusion of the 20th AGM to be held in the year 2023.
Accordingly, their first term as Statutory Auditors expires at the conclusion of the 20th
AGM.
Pursuant to the provisions of Section 139(2)(b), an audit rm can be appointed for two
terms of ve consecutive years each. Accordingly, the Board approved the re-appointment of
Mittal And Associates on July 05, 2023 based on the recommendations of the Audit Committee
and the same is subject to the approval of the Members of the Company. The Notice of
ensuing 20th AGM includes the proposal for seeking Members' approval for the
re-appointment of Mittal And Associates as the Statutory Auditors, for the second term of
5 ( ve) years commencing from the conclusion of the 20th AGM until the conclusion of the
25th AGM to be held in the year 2028.
Mittal And Associates, Chartered Accountants has provided their consent and a
certificate of their eligibility under sections 139 and 141 of the Act and the Companies
(Audit and Auditors) Rules 2014 for their continuance as the Statutory Auditors of the
Company for the second term of 5 ( ve) years. In terms of the Listing Regulations, the
Auditors have con rmed that they hold a valid certificate issued by the Peer Review Board
of the ICAI. Accordingly, Mittal And Associates is eligible for re-appointment as
Statutory Auditors of the Company.
The Auditors' Report to the Members for the year under review is unmodi ed and does not
contain any quali cation, reservation or adverse remark. The Notes to the Accounts
referred to in the Auditors' Report are self-explanatory and therefore do not call for any
further clari cations under Section 134(3)(f) of the Act.
No revision of the financial statement or Annual report has been revised during
Financial Year 2022-23 for any of the three preceding financial years.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed Mr. Atul V. Kulkarni, of Atul Kulkarni & Associates, Company Secretaries
bearing CP No. 8392, to undertake the secretarial Audit of the Company for FY23. The
Report of the Secretarial Audit is annexed herewith as Annexure. The Report does not
contain any observation or qualification requiring explanation or comments from the Board
under Section 134(3) of the Companies Act, 2013. The Board, at its meeting held on May 15,
2023, has re-appointed Mr. Atul V. Kulkarni, of Atul Kulkarni & Associates, Company
Secretaries, as Secretarial Auditor, for conducting Secretarial Audit of the Company for
FY23-24.
Details of adequacy of internal financial controls
The Company has established a robust system of internal controls to ensure that assets
are safeguarded, and transactions are appropriately authorised, recorded and reported. The
framework within the Company ensures the orderly and efficient conduct of business, which
includes adherence to policies, prevention and detection of frauds and errors, accuracy
and completeness of the accounting records and timely preparation of reliable financial
information.
The internal financial control framework is commensurate with the size and operations
of the Company's business. The controls have been documented, digitized, and embedded in
the business process. Assurance on the effectiveness is obtained through management
reviews, controls self-assessment and periodic reporting of the inhouse team that
evaluates and provides assurance of its adequacy and effectiveness. The controls are also
tested by the internal and statutory auditors during their audits. The Statutory Auditors
of the Company have audited the financial statements included in this Annual Report and
issued their report on internal control over financial reporting (as defined under section
143 of the Companies Act, 2013).
Internal Control evaluates adequacy of segregation of duties, transparency in
authorization of transactions, adequacy of records and documents, accountability &
safeguarding of assets and reliability of the management information system.
The systems, SOPs and controls are reviewed and audited by Internal Auditors,
periodically for identi cation of control deficiencies and opportunities, whose findings
and recommendations are reviewed by the Audit Committee and tracked through till
implementation.
Management team has assessed the effectiveness of the Company's internal control over
financial reporting as at March 31, 2023 and believe that these systems provide reasonable
assurance that our internal financial controls are designed effectively and are operating
as intended.
Directors' Responsibility Statement
Pursuant to Section 134 (3) and 134(5) of the Companies Act, 2013, Directors of your
Company con rm that:
a. in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures; b. the
Directors have selected appropriate 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 out of
the profit and 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 annual accounts have been prepared on a going concern basis;
e. the Directors have laid down proper internal financial controls to be followed by
the company and that such internal financial controls are adequate and are operating
effectively; and
f. the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and are operating effectively.
Business Responsibility and Sustainability Report
The Securities and Exchange Board of India (SEBI'), in May, 2021, introduced new
sustainability related reporting requirements to be reported in the specific format of
Business Responsibility and Sustainability Report (BRSR'). BRSR is a notable
departure from the existing Business Responsibility Report (BRR') and a significant
step towards giving platform to the companies to report the initiatives taken by them in
areas of environment, social and governance. Further, SEBI has mandated top 1,000 listed
companies, based on market capitalization, to transition to BRSR from FY23 onwards. Your
Company is committed to present it to the stakeholders as and when the same shall be
statutorily applicable.
Subsidiaries/ Joint Venture/ Associate Companies:
At present, the Company does not have any subsidiary. No new subsidiary was
incorporated or acquired by the Company during the year under review. Since the Company
does not have any subsidiary, associate or joint venture, Form AOC-1 pursuant to the
provisions of Section 129(3) of Companies Act, 2013 (the Act) is not applicable to your
Company.
Vigil Mechanism
Your Company has established Vigil Mechanism (Whistleblower policy) in accordance with
the provisions of Section 177(9) & (10) of the Companies Act, 2013 to report instances
of unethical behavior, actual or suspected fraud or violation of the code of conduct or
any policy of the Company. The Vigil Mechanism Policy has been uploaded on the website of
the Company at Corporate Governance - Dhruv Consultancy Limited
The mechanism adopted by the Company encourages the Whistle blower to report genuine
concerns or grievances and provides for adequate safeguards against victimization of
Whistle Blower to those who avail such mechanism and also provides for direct access to
the Chairman of the Audit Committee, in exceptional cases. During the year under review,
the Company has not received any complaints.
During the year under review, there was no instance of fraud, which required the
Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of
the Companies Act, 2013 and the rules made thereunder.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
in respect of employees of the Company, is annexed. The information about Top Ten
Employees in terms of remuneration will be available for inspection by the Members at the
Registered Office of the Company during business hours on working days of the Company up
to the date of the ensuing Annual General Meeting. If any Member is interested in
obtaining a copy thereof, such Member may write to the Company Secretary in this regard.
RISK MANAGEMENT POLICY
Your Company has implemented mechanisms to identify, assess, monitor and mitigate
various risks and has formulated a Risk Management Policy. The Audit Committee and the
Board of Directors are informed of the Risk assessment and minimization procedures.
Your Company acknowledges the inherent risks that come with changes in the government
policies in India, such as changes in rules, regulation, geo-political changes, data
privacy risk, and environmental and climate risk. To address these risks, the company has
developed a robust governance structure and internal controls. Moving forward, the company
will continue to review their risk appetite and develop mitigation strategies to limit the
impact on risk tolerance.
Nomination and Remuneration Policy
This Nomination and Remuneration Policy (the Policy) has been formulated by
the Company in compliance with Section 178 of the Companies Act, 2013.
The broad objectives of the Nomination and Remuneration policy are:
i. to guide the Board in relation to appointment and removal of Directors, Key
Managerial Personnel and Senior Management;
ii. evaluate the performance of the members of the Board and provide necessary report
to the Board for further evaluation of the Board;
iii. to recommend to the Board on Remuneration payable to the Directors, Key Managerial
Personnel and Senior Management.
The guiding principles of the policy are to ensure that:
i. The level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate Directors, KMP and senior management of the quality required to run
the Company successfully.
ii. Relationship of remuneration to performance is clear and meets appropriate
performance benchmarks and
iii. Remuneration to Directors, Key Managerial Personnel and Senior Management involves
a balance between fixed and incentive pay reflecting short and long-term performance
objectives appropriate to the working of the Company and its goals.
In accordance with the Nomination and Remuneration Policy, the Nomination and
Remuneration Committee formulates the criteria for appointment as a Director, Key
Managerial Personnel and Senior Management, identifies persons who are qualified to be
Directors and nominates candidates for Directorships subject to the approval of Board,
evaluates the performance of the individual directors, recommends to the Board,
remuneration to Managing Director / Wholetime Directors, ensures that the remuneration to
Key Managerial Personnel, Senior Management and other employees is based on Company's
overall philosophy and guidelines and is based on industry standards, linked to
performance of the self and the Company and is a balance of xed pay and variable pay and
recommends to the Board, sitting fees/ commission to the Non-Executive Directors.
The Company's Nomination and Remuneration Policy for Directors, Key Managerial
Personnel and senior management is available on the website of the Company at Corporate
Governance - Dhruv Consultancy Limited
Particulars of Deposits
The Company has not accepted any deposit (under Rule 2[c] of the Companies [Acceptance
of Deposits] Rules, 2014) within the meaning of Sections 73 of the Companies Act, 2013
read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modi
cation(s) or reenactment(s) for the time being in force).
Loans, Guarantees and investments.
Information regarding loans, guarantees and investments as required under the
provisions of Section 186 of the Companies Act, 2013 is not applicable to the Company as
the Company is exempted under the category of the companies providing consulting in
the infrastructure segment.
Explanation to Remarks: In the Statutory Auditors' Report
(a) The statutory audit report for the year 2022-23 does not contain any quali cation,
reservation or adverse remark or disclaimer made by Statutory Auditors; and
(b) The secretarial audit report for the year 2022-23 does not contain any quali
cation, reservation or adverse remark or disclaimer made by the secretarial auditor
appointed by the Company.
INTERNAL AUDITOR
Internal Audit for the year ended March 31, 2023 was carried out and Internal Audit
reports at periodic intervals as statutorily required were placed before the Audit
Committee.
Maintenance of Cost Records
The provisions pertaining to maintenance of Cost Records as specified by the Central
Government under subsection (1) of section 148 of the Companies Act, 2013, are not
applicable to the Company.
Corporate Social Responsibility (CSR)
Your Company believes in being socially accountable to all its stakeholders and
enhancing its positive impact on Society. Details of CSR activities undertaken during the
year are annexed to this report as Annexure A in the format as prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the
website of the Company at: Corporate Governance - Dhruv Consultancy Limited
Related Party Transactions
In line with the requirements of the Act and the SEBI Listing Regulations, the Company
has formulated a Policy on Related Party Transactions. During the year under review, the
Policy has been amended to incorporate the regulatory amendments in the SEBI Listing
Regulations. The Policy can be accessed on the Company's website at Corporate Governance -
Dhruv Consultancy Limited
During the year under review, all related party transactions entered into by the
Company, were approved by the Audit Committee and were at arm's length and in the ordinary
course of business. Prior omnibus approval is obtained for related party transactions
which are of repetitive nature and entered in the ordinary course of business and on an
arm's length basis.
A Statement containing particulars of contracts/arrangements entered into by the
company with related parties referred to in sub-section (1) of Section 188 of the
Companies Act, 2013 including certain arms' length transactions in prescribed form AOC-2
is annexed as Annexure D. Details of related party transactions entered into by the
Company, in terms of Ind AS-24 have been also disclosed in the notes to the standalone
financial statements forming part of this Integrated Report & Annual Accounts 2022-23.
Dematerialization of Shares
The Company encourages its member to hold shares in electronic form and the Company has
established connectivity with depositories i.e. National Securities Depository Limited
(NSDL) and Central Depository Services (India) Limited. 100% of the Company's paid up
Equity Share Capital is in dematerialized form as on March 31, 2023.
Details of significant and material orders passed by the regulators or courts
There have been no significant and material orders passed by the Regulators, Courts or
Tribunals which would impact the going concern status and Company's operations in future.
Details of an application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the year along with their status as at the end of the
financial year.
Company has not made any application during the year or no application has been led
against the company or there is no proceedings pending against or for the Company under
the Insolvency and Bankruptcy Code 2016.
The requirement to disclose the details of difference between amount of the valuation
done at the time of one-time settlement and the valuation done while taking loan from the
Banks or Financial Institutions along with the reasons thereof, are not applicable.
There is no one time settlement made during the financial year.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (IBC)
No such process initiated during the period under review under the Insolvency and
Bankruptcy Code, 2016 (IBC).
Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013
The Company has zero tolerance towards sexual harassment at the workplace. The Company
has adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.
The Company has complied with the provisions relating to the constitution of the
Internal Complaints Committee as per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the
Company not received any sexual harassment complaints.
DIVIDEND DISTRIBUTION POLICY
In terms of Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (the Listing
Regulations), your Company has formulated a Dividend Distribution Policy, with an
objective to provide the dividend distribution framework to the Stakeholders of the
Company.
The policy sets out various internal and external factors, which shall be considered by
the Board in determining the dividend pay-out. The policy is available on the website of
the Company i.e. Corporate Governance - Dhruv Consultancy Limited
CHANGE IN NATURE OF BUSINESS
The Company has not undergone any change in the nature of business during the year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company primarily being a Consulting Company in the Infrastructure segment and not
involved in any industrial or manufacturing activities, the Company has no particulars to
report regarding conservation of energy and technology absorption as required under
Section 134 of the Companies Act, 2013 and Rules made thereunder.
During the year under review, the Company did not have any foreign exchange earnings,
or the foreign exchange outgo towards Business promotion, Advertisement expenses, Legal
consultancy and Professional fees.
SECRETARIAL STANDARDS
The Secretarial Standards SS-1 and SS-2 issued and notified by the Institute of Company
Secretaries of India has been complied with by the Company during the financial year under
review.
STATUTORY DISCLOSURES
A statement containing salient features of the financial statement of the consortium
companies in the prescribed are annexed to this Report. The audited financial statements
of the said companies will be kept for inspection by any Member of the Company at its
Registered Office during business hours and as per the provisions of Section 136(1) of the
Companies Act, 2013, a copy of the same will be made available to any shareholder on
request. A Cash Flow Statement for the Financial Year 2022-23 is attached to the Balance
Sheet.
PREVENTION OF INSIDER TRADING
The Company has also adopted a code of conduct for prevention of insider trading. All
the Directors, Senior Management employees and other employees who have access to the
unpublished price sensitive information of the Company are governed by this code. During
the year under report, there has been due compliance with the said code of conduct for
prevention of insider trading based on the SEBI (Prohibition of Insider Trading)
Regulations 2015.
CAUTIONARY STATEMENT
Statements in this Directors' Report and Management Discussion and Analysis describing
the Company's objectives, projections, estimates, expectations or predictions may be
forward-looking statements within the meaning of applicable securities laws
and regulations. Actual results could differ materially from those expressed or implied.
Important factors that could make a difference to the Company's operations include changes
in the government regulations, developments in the infrastructure segment, tax regimes and
economic developments within India or abroad.
ACKNOWLEDGEMENT & APPRECIATION
The Board sincerely thanks the Ministry of Corporate Affairs, BSE Limited, The National
Stock Exchange of India Limited, Securities and Exchange Board of India, Reserve Bank of
India, and various government agencies for their continued support, cooperation and
advice.
The Board expresses sincere thanks to all its consultants, bankers, vendors, auditors,
lawyers for their continued partnership and con dence in the Company.
The Board members also wish to place on record their appreciation for the dedication
and contribution made by the KMP's and look forward for their support in future as well.
We are committed to creating a positive and supportive work environment that values and
cares for our employees.
Further, the Board expresses its gratitude to you as Shareholders for the con dence
reposed in the management of the Company.
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