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Directors Report
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Dhruv Estates Ltd.
BSE CODE: 507886   |   NSE CODE: NA   |   ISIN CODE : INE780E01011   |   26-Sep-2022 Hrs IST
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March 2015

DIRECTORS' REPORT

To,

The Members,

1. Your Directors have pleasure in presenting their 31st  Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

 2. Company's working during the year:

The Company in the last two decades has not had any significant working/operations, which is clearly evidenced in the previous financial statements. Even the project at village Zanzaroli, Paighar has failed to take off. Lands in rural areas lack infrastructure, are prone to encroachments and are often subject of frivolous claims and proceedings. The total investment stands at Rs. 83,61,000 and whereas the fair market value, as per the stamp duty Ready Reckoner, issued by the government, stands at about Rs. 1,30,00,000/-. The company has been without funds and is unable to raise capital for doing business of Real Estate, which requires huge capital. The management is considering to liquidate the land at Zanzaroli, Paighar, which may provide momentum. In the present circumstances the future prospects of the Company remain low.

3. Dividend:

In view of insignificant profits due to lack of business, there are no funds available for distribution and hence the Directors do not recommend any dividend for the year.

4. Reserves:

Surplus in the Statement of Profit and Loss account has been carried to Balance Sheet.

5. Directors and Key Managerial Personnel:

Mr. Kishore Kanungo (DIN: 00568416), Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

Ms. Anita Kanungo (DIN: 05323368) was appointed as an Additional Director on March 19. 2015. The term of her office ceases at the ensuing Annual General Meeting. The Company has received a notice under Section 160 of the Companies Act, 2013 proposing the candidature of Ms. Anita Kanungo for the office of Director of the Company. Your Directors recommend her appointment as Director of the Company.

Pursuant to Sections 149, 152 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions, if any, the Independent Directors can hold office for a term of five consecutive years on the Board of Directors of your Company Accordingly, it is proposed to appoint the following existing Directors as Independent Directors for five consecutive years for a term upto 31 st March, 2020, subject to approval of Members at the ensuing Annual General Meeting of your Company.

1. Mr. Jagdish Vora (DIN: 00568638)

2. Mr. Mehboob Pradhan (DIN: 00568706)

These Independent Directors shall not be liable to retire by rotation.

Mr. Sanjay Kanungo (DIN: 00568508) holds office as Chief Financial Officer w.e.f. 19th March, 2015.

6. Particulars of Employees:

None of the employees of the Company were in receipt of remuneration in excess of the limits mentioned in Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

7. Meetings of the Board:

During the year, five Board Meetings were convened and held on the following dates:  21 st April, 2014,18th July, 2014, 20th October, 2014, 20th January, 2015 and 19th March, 2015.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

8. Board Evaluation:

As stated, there being no business since many years including this year, interalia due to lack of capital/funds, the purpose of an annual evaluation of its own performance, pursuant to the provisions of the Companies Act, 2013, is brief. Since the paid-up capital of the Company is not exceeding Rs. 10 crores and also the net worth of the Company has never been Rs. 25 crores or more at any time in the history of the Company, Corporate Governance is not applicable to the Company.

9. Declaration by Independent Directors:

The Company has received declarations from the Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

10. Remuneration Policy:

For the reasons stated earlier, the requirement and formation of a recommendation of the Nomination & Remuneration Committee is at present redundant, as there are no employees and nor are any directors drawing any remuneration.

11. Auditors:

M/s. Pankaj B Mehta & Co., Chartered Accountants, the statutory auditors of the Company, hold office till the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. Pursuant to the provisions of Section 139(2) of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to re-appoint M/s. Pankaj B Mehta & Co. as Statutory Auditors of the Company from the conclusion of the forthcoming Annual General Meeting till the conclusion of the 33rd Annual General Meeting.

You are requested to appoint auditors and fix their remuneration. The Auditors' Report does not contain any qualification.

12. Secretarial Audit Report:

In terms of Section 204 of the Act and Rules made thereunder, M/s. A. U Thakurdesai & Co., Practicing Company Secretaries have been appointed Secretarial Auditors of the Company.

The report of the Secretarial Auditors is enclosed as Annexure II to this report. The Company is unable to find a qualified Company Secretary due to lack of inclination shown by candidates citing reasons of lack of incentive and job satisfaction owing to insignificant business operations coupled with the insufficient financial capacity of the company to pay according to their qualifications.

13. Internal Audit & Controls:

During the year, M/s Sujoy P Mehta & Associates, Chartered Accountants, were appointed as Internal Auditors of the Company.

14. Vigil Mechanism:

There are no employees presently in the employment of the company and there are hardly any business operations. In view of these circumstances there appears no need for a vigil mechanism. As and when the Company's business operations commence, a Vigil Mechanism will be established for directors and employees to report genuine concerns, as required under Section 177(9) & (10) of the Companies Act, 2013.

15. Risk management policy

The Company in the last two decades has not had any significant working/operations, which is clearly evidenced in the previous financial statements. The management is considering to liquidate the land at Zanzaroli, Paighar, which may provide momentum.

16. Extract Of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I.

17. Material changes and commitments affecting the financial position of the company :

There were no material changes in 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.

18. Details of adequacy of internal financial controls with reference to the Financial Statements:

The Company has internal financial controls which are adequate for ensuring the orderly and efficient conduct of the business, including adherence to the Company's policies, the safe guarding of assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial information.

19. Deposits:

During the year under review, the Company has not accepted any deposits.

20. Particulars of loans, guarantees or investments:

During the year under review the Company has neither made any loans or investments nor given any guarantees given under the provisions of Section 186 of Companies Act, 2013.

21. Particulars of contracts or arrangements with related parties:

There are no contracts or arrangements entered into with related parties referred to in Section 188(1) of Companies Act, 2013.

22. Disclosure Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013:

Since the Company is not having any women employees on its payroll as on date, the Company has not framed any policy for prevention of Sexual Harassment of Women at Workplace.

23. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

a) The disclosure pursuant to Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 in terms of Conservation of Energy and Technology Absorption is not required to be given considering the nature of Company's business.

b) Foreign Exchange Earnings and Expenditure: NIL

24. Human Resources:

The Company has no employee since 1st July, 2015.

25. Directors' Responsibility Statement:

The Board of Directors confirms that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

26. Transfer of Amounts to Investor Education and Protection Fund:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

27. Listing With Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE Limited, where the Company's Shares are listed.

28. Acknowledgements:

The Board place on record its appreciation for the support and co-operation your Company has been receiving from its investors, customers, vendors, bankers, financial institutions, business associates, Regulatory authorities and Stock Exchanges.

For and on behalf of the Board Of Directors 

Sd/-SANJAY KANUNGO

Managing Director (DIN: 00568508) 

Place: Mumbai

Date :27th April, 2015