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:
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:
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:
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.
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:
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:
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:
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.
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.