To,
The Members
DHARNI CAPITAL SERVICES LIMITED
The Board of Directors are pleased to present the Company's 8th Annual Report on the
business & operations of the Company, together with the Audited Financial Statement
for the financial year ended March 31,2023.
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMAMNCE OF THE COMPANY
The Company's financial performance for the financial year ended March 31st, 2023, is
summarized as below: -
PARTICULARS |
Year Ended 31.03.2023 (Standalone) |
Year Ended 31.03.2022 (Standalone) |
Year ended 31.03.2023 (Consolidated) |
Gross Income |
470.14 |
1465.28 |
470.14 |
Less : Finance Cost |
0.26 |
0.01 |
0.26 |
Employee Benefit Exp. |
1.56 |
0.37 |
1.56 |
Depreciation |
4.70 |
5.46 |
4.70 |
Profit Before Tax |
159.77 |
128.87 |
159.77 |
Less : Provision for taxation |
40.71 |
32.29 |
40.71 |
Profit After tax |
119.06 |
96. 58 |
119.06 |
Balance Brought Forward from last year |
76.74 |
10.16 |
76.74 |
Appropriations |
119.06 |
96.58 |
119.06 |
Transferred to Statutory Reserve under Section 36(1)(viii) of the
Income Tax Act, 1961 |
|
|
|
Transferred to General Reserve |
Nil |
Nil |
Nil |
Others |
1020.30 |
(30.00) |
1020.30 |
Balance Carried over to the Balance Sheet |
1216.10 |
76.74 |
12 1 6.10 |
BUSINESS PERFORMANCE Standalone & Consolidated
During the year the Company has generated revenue from operations of Rs. 499.74 lakhs
(including other income) and earned net profit after tax Rs. 119.06 Lakhs as compared with
the corresponding figures in the previous year of Rs. 1469.40 Lakhs and Rs. 96.58 Lakhs
respectively. The total revenue is decreased by Rs.
969.66 Lakhs as compared with last year but net profit after tax is increased by Rs.
22.48 Lakhs as compared with last year.
DIVIDEND
Your Directors are constrained not to recommend any dividend for the year under report.
TRANSFER TO RESERVES
During the year under review, your Company has profit of Rs. 119.06 Lakhs and an amount
of Rs. 119.06 Lakhs is proposed to be retained in the Profit and Loss Account.
SHARE CAPITAL
Authorized Share Capital
During the year, the company increased the Authorized share capital from Rs.
1,80,00,000/- (Rupees One Crore Eighty Lacs) to Rs. 2,10,00,000/-(Rupees Two Crore and Ten
Lacs) vide passing ordinary resolution in Extra Ordinary General Meeting of the members of
the company held on 28.04.2022. Hence, the authorized share capital of the Company as at
March 31,2023 was Rs. 2,10,00,000 (Rupees Two Crore and Ten Lacs only) consisting of
2,10,00,000 (Two Crore and Ten Lacs) equity shares of Rs. 1 (Rupees One) each.
Issued and Paid-up Capital
The paid-up Equity Share Capital of the company is Rs. 2,07,30,000 (divided into
2,07,30,000 Equity Shares of Rs. 1/-each) as on March 31,2023.
During the year under review The company has issued & allotted 5370000 equity
shares of Rs. 1/- each at Rs. 19 /- per share under Initial Public Offer as approved in
consultation with the authorized representative of the designated stock exchange viz. BSE
Limited and approved in the board meeting dated 25.01.2023. These shares are ranking
pari-passu with the old equity shares of the company. Proceeds of the said Issue were
utilized for expansion of business. Therefore, there are no details to be disclosed as per
Regulations 32(7A) of the SEBI Listing Regulations PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:
The details of Loans, Guarantees and Investments covered under the provisions of
Section 186 of the Companies Act, 2013, apart from the loans made, guarantee given or
security provided by the Company in the ordinary course of business are given in the Notes
to accounts forming part of the Audited Financial Statements for the year ended March
31,2023.
ADOPTION AND ALTERATION IN MEMORANDUM AND ARTICLE OF ASSOCIATION:
The Company has adopted new set of MOA and AOA upon conversion into public company from
private company, has also made Alteration in the Capital Clause V of the Memorandum of
Association of the company by way of increasing the Authorised Share Capital in accordance
with the provisions of Companies Act, 2013 by passing Ordinary Resolution vide its Extra
Ordinary General Meeting (EGM) held on 28.04.2022 respectively.
BSE COMPLIANCES:
The Company was listed on SME Platform of BSE Exchange as on 31st January, 2023. Thus
all the requisite compliances were applicable to the Company after 31.03.2023. Further,
the Company has complied with all the applicable compliances with respect to the
quarter/year ended on 31.03.2023.
INVESTOR COMPLAINTS AND COMPLIANCE:
The Company received nil investor complaint during the year and the same was submitted
to BSE pursuant to SEBI (LODR) Regulation, 2015.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company does not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore, there are no funds which were required to be transferred to IEPF till
the date of this Report.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE
END OF FINANCIAL YEAR TILL THE DATE OF REPORT:
The Company was listed on SME Platform of BSE exchange as on 31.01.2023.
There have been no other material changes and commitments which affect the financial
position of the Company that have occurred between the end of the financial year to which
the financial statements relate and the date of this report.
PROVISION OF FINANCIAL ASSISTANCE TO THE EMPLOYEES OF THE COMPANY FOR THE PURCHASE OF
ITS OWN SHARES:
The company has not provided any financial assistance to its employees as per Section
67 of the Companies Act, 2013 (the 'Act").
SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:
As on March 31,2023 the Company does have one subsidiary Company as mentioned below:
Sr. No. |
Name |
% of holding |
Incorporation Date |
1 |
DHARNI CONSULTING PRIVATE LIMITED (CIN: U74999KA2022PTC160562) |
100% |
27.04.2022 |
AOC-1 in accordance with first proviso to sub-section (3) of section 129 read with rule
5 of Companies (Accounts) Rules, 2014 is attached as Annexure-I.
PARTICULARS OF EMPLOYEES:
In terms of Section 197 of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the disclosures with respect to the
remuneration of Directors, Key Managerial Personnel and Employees of the Company have been
provided in Annexure II to this Board's Report. Further, statement containing details of
employees as required in terms of Section 197 of the Act read with Rule 5(2) and Rule 5(3)
of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is available for inspection at the Registered Office of the
Company during working hours for a period of 21 days before the date of the ensuing Annual
General Meeting. A copy of the statement may be obtained by shareholders by writing to the
Company Secretary at the Registered & Corporate Office of the Company or at
Hemant.Dharnidharka@Gmail.Com.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO:
In accordance with the provision of sec 134(3) (m) of the Act, read with Rule 8 of the
Companies(Accounts) Rules 2014 the requisite information relating to your Company are as
under:-
A. Conservation of energy:
The Company does not fall under any of the industries covered by the Companies
(Disclosure of particulars of Directors) Rules, 1988.
B. Technology absorption:
Since the company is not engage in any manufacturing activity, issues relating to
technology absorption are not quite relevant to its functioning.
C. Foreign Exchange Earnings and Outgo:
Your company does not have any foreign exchange earnings and outgo during the year
under review. INSURANCE:
Your Company has complied with necessary requirement.
RISK MANAGEMENT FRAMEWORK:
The Company has laid down a well-defined Risk Management framework covering the risk
mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A
detailed exercise is being carried out to identify, evaluate, manage and monitoring of
both business and non- business risk. The Board periodically reviews the risks and
suggests steps to be taken to control and mitigate the same through a properly defined
framework.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013
read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has in place a Whistle Blower Policy, which provides for a
framework to report the genuine concerns against the suspected or confirmed fraudulent
activities, allegations of corruption, violation of the Company's Code of Conduct.
The Company will provide adequate safeguards against victimization of persons who use
this mechanism. Such persons shall have direct access to the Chairman of the Audit
Committee when appropriate.
The whistle blower policy is placed on the website of the Company and can be accessed
at https://www.dharnicapital.com/investor-relations, Whistle Blower Policy Vigil
Mechanism.pdf
CODES AND STANDARDS
Your Company has formulated various policies and codes in compliance with provisions
Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and to ensure high ethical standards in the
overall functioning of the organization. The said policies and codes are periodically
reviewed by the Board of Directors. The key policies and codes as approved by the Board of
Directors and the respective compliance there under are detailed herein below:
(a) Fair Practice Code
Your Company has in place a Fair Practice Code (FPC), which includes guidelines on
appropriate staff conduct when dealing with the customers and on the organization's
policies vis-a-vis client protection. During the year under review, FPC was modified by
the Board and the grievance redressal mechanism within the Company was further
strengthened. The following policy is placed on the website of the Company and can be
accessed at https://www.dharnicapital.com/investor-relations
(b) Policy on Disclosure of material events and information
During the year under review, your Company has adopted the Policy on Disclosure of
Material Events and Information, in accordance with Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 to determine the
events and information which are material in nature and are required to be disclosed to
the Stock Exchanges. The policy is placed on the website of the Company and can be
accessed at https://www.dharnicapital.com/investor-relations available by name
"Archival Policy"
(c) Code of Conduct for Board Members and the senior management
The Company has adopted Code of Conduct for the Board of Directors and the Senior
Management Personnel to set forth the guiding principles on which the Company and its
Board and Senior Management Personnel shall operate and conduct themselves with
multitudinous stakeholders, government and regulatory agencies, media and anyone else with
whom it is connected. The following policy is placed on the website of the Company and can
be accessed at https://www.dharnicapital.com/investor-relations
(d) CEO & CFO Certification
The Chief Executive Officer and Chief Financial Officer Certification as required under
Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation, 2015 not
applicable on the company as the company is SME company and exemption is granted to SME
under Regulation-15(2) of SEBI (LODR), Regulations, 2015.
(e) Code for Prevention of Insider Trading Practices
The Company has formulated and adopted a Code for Prevention of Insider Trading
Practices in accordance with the model code of conduct as prescribed under the Securities
and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations,
2018, as amended. The
code lays down guidelines, which includes procedures to be followed and disclosures to
be made while dealing in the shares of the Company. The code is applicable to the
promoters, directors, senior designated employees and their dependents and the said
persons are restricted from dealing in the securities of the Company during the
'restricted trading periods' notified by the Company, from time to time.
(f) Code of Business Ethics (COBE)
The Company has adopted a Code of Business Ethics (COBE) which lays down the principles
and standards that govern the activities of the Company and its employees to ensure and
promote ethical behavior within the legal framework of the organization.
The Company has a Policy on Prevention, Prohibition & Redressal of Sexual
Harassment of Women at Workplace and an Internal Complaints Committee (ICC) has been
constituted there under. The Policy's primary objective is to protect the women employees
from sexual harassment at the place of work and also provides for punishment in case of
false and malicious representations. During the year no complaints were received in this
regard.
(g) Comprehensive Risk Management Policy
The Company is committed to manage its risk in a proactive manner and has adopted a
structured and disciplined approach to risk management by developing and implementing risk
management framework. With a view to manage its risk effectively your Company has in place
a Comprehensive Risk Management Policy which covers a formalized Risk Management
Structure, along with other aspects of risk management i.e. credit risk management,
operational risk management, market risk management and enterprise risk management. The
Risk Management Committee of the Board, on periodic basis, oversees the risk management
systems, processes and minimization procedures of the Company.
(h) Corporate Social Responsibility (CSR) Policy
The Company has not developed or implemented any CSR initiatives. The provisions
contained in section 135 of the Companies Act, 2013, as well as the Companies (Corporate
Social Responsibility Policy) Rules, 2014 are not applicable to your Company for the year
under review.
(I) Remuneration Policy
The Nomination and Remuneration Committee had laid down criteria for determining
Directors Qualification, Attributes and Independence of a Director, remuneration of
Directors, Key Managerial Personnel and other employees and criteria for evaluation of
Directors, Chairperson, Non-Executive Directors and Board and the evaluation process of
the same. The following policy is attached herewith as Annexure-III and also placed on the
website of the Company and can be accessed at
https://www.dharnicapital.com/investor-relations
(j) Familiarization Programme for Independent Directors:
The objective of a familiarization programme is to ensure that the non-executive
directors are updated on the business environment and overall operations of the Company.
This enables the non-executive directors to make better informed decisions in the interest
of the company and its stakeholders. The following policy is placed on the website of the
Company and can be accessed at https://www.dharnicapital.com/investor-relations DIRECTORS
AND KEY MANAGERIAL PERSONAL
The Board of Directors of the Company comprises of Four [4] directors of which one [1]
is Non Executive Directors (woman Director); One [1] is Chairman & Managing Director
& Two [2] are Non- Executive Independent Director as on March 31,2023 who brings in a
wide range of skills and experience to the Board.
Retirement of Director by rotation
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and
Articles of Association of the company, Ms. Preeti Saraogi, Director of the Company liable
to retire by rotation, has offered herself for re-appointment at the ensuing Annual
General Meeting of the company. A resolution for her reappointment is being proposed at
the Annual General Meeting and her Profile is included in the Notice.
Composition of the Board as on March 31,2023
DIN |
Name of Director |
Category of Directors |
07190229 |
Mr. Hemant Dharnidharka |
Chairman & Managing Director |
07339758 |
Ms. Preeti Saraogi |
Non-Executive Director |
08233924 |
Mr. Jaideep Mittra |
Non-Executive & Independent Director |
09630941 |
Mr. Vinay Agarwal |
Non-Executive & Independent Director |
Based on the confirmations received none of the Directors are disqualified for being
appointed/re- appointed directors in terms of Section 164 the Companies Act, 2013.
During the year following changes took place in the Board of Directors / KMP of
Company:
S. No. |
Name of Directors/ KMP |
Designation |
Appointment/ Resignation |
Date of change |
1 |
Mr. Pramod Kumar Dharnidharka |
Chief Financial Officer |
Appointment |
08.08.2022 |
3 |
Mr. Vinay Agarwal |
Non-Executive & Independent Director |
Appointment |
10.08.2022 |
Declaration from Independent Directors on Annual Basis:
The Company has received necessary declaration from each Independent Director of the
Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of
the Company meets the criteria of their Independence as laid down in Section 149(6) and
the provisions of Regulation 16(1)(b) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
STOCK OPTION (ESOP)
During the year Company has not issued any stock options to its employees.
FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD COMMITTEE OF THE BOARD AND INDIVIDUAL
DIRECTOR:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Part D of
Schedule II to the Listing Regulations, the Board has carried out the annual performance
evaluation of its own performance, the Directors individually as well as working of its
Audit, Nomination and Remuneration, Stakeholders' Relationship Committee. A structured
questionnaire was prepared after taking into consideration inputs received from the
Directors, covering various aspects of the Board's functioning such as adequacy of the
composition of the Board and its Committees, Board culture, execution and performance of
specified duties, obligations and governance.
The exercise was carried out to evaluate the performance of individual Directors, who
were evaluated on parameters such as level of engagement and contribution, independence of
judgment, safeguarding the interest of the Company etc.
The Independent Directors of the Company met on March 30, 2023 without the presence of
NonIndependent Directors and members of the management to review the performance of Non
Independent Directors and the Board of Directors as a whole; to review the performance of
the Chairman and Managing Director of the Company and to assess the quality, quantity and
timeliness of flow of information between the management and the Board of Directors. The
performance evaluation of the Independent Directors was carried out by the entire Board.
NUMBER OF THE MEETINGS OF THE BOARD
The Board met Seven (9) times during the year under review. The details of the number
of meetings of the Board held during the Financial Year 2022-23 and the attendance therein
is as under:
Sr. No. |
Date of Meeting |
No. of Director entitled to attend meeting |
No. of Directors present at the meeting |
|
1. |
26.04.2022 |
3 |
3 |
|
2. |
03.06.2022 |
3 |
3 |
|
3. |
04.07.2022 |
4 |
4 |
|
4. |
08.08.2022 |
4 |
4 |
|
5. |
10.08.2022 |
4 |
4 |
|
6. |
26.09.2022 |
4 |
4 |
|
7. |
06.01.2023 |
4 |
4 |
|
8. |
25.01.2023 |
4 |
4 |
|
9. |
31.03.2023 |
4 |
4 |
|
Attendance of Directors in meeting:
Name |
Category |
Attendance at the |
Attendance at AGM held on |
No. of other |
Committee position In India |
|
| Board Meetings |
September 30, 2022 |
Directorships |
Chairman |
Member |
|
Mr. Hemant Dharnidharka |
Executive Director, Chairperson & Managing Director |
9 out of 9 |
Yes |
4 |
0 |
1 |
|
Ms. Preeti Sarogi |
Non-Executive Director |
9 out of 9 |
Yes |
3 |
0 |
1 |
|
Mr. Jaideep Mitra |
Non-Executive Independent
Director |
9 out of 9 |
Yes |
1 |
0 |
3 |
|
Mr. Vinay Agarwal |
Non-Executive Independent
Director |
9 out of 9 |
Yes |
1 |
3 |
0 |
|
COMMITTEES OF THE BOARD
The Board of Directors has the following Committees and its composition:
a) Audit Committee
The Audit Committee was constituted in the board meeting dated 10.08.2022 with
following roles and responsibilities:
(l) oversight of the listed entity's financial reporting process and the disclosure of
its financial information to ensure that the financial statement is correct, sufficient
and credible;
(2) Recommendation for appointment, remuneration and terms of appointment of auditors
of the listed entity;
(3) approval of payment to statutory auditors for any other services rendered by the
statutory auditors:
(4) reviewing, with the management, the annual financial statements and auditor's
report thereon before submission to the board for approval, with particular reference to:
(a) matters required to be included in the director's responsibility statement to be
included in the Board's Report in terms of clause (c) of sub-section (3) of Section 134 of
the Companies Act, 2013;
(b) changes, ifany, in accounting policies and practices and reasons for the same;
(c) major accounting entries involving estimates based on the exercise of judgment by
management;
(d) significant adjustments made in the financial statements arising out ofaudit
findings;
(e) compliance with listing and other legal requirements relating to financial
statements;
(f) disclosure of any related party transactions;
(g) modified opinion(s) in the draft audit report;
(5) reviewing, with the management, the quarterly financial statements before
submission to the board for approval;
(6) reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of
funds utilized for purposes other than those stated in the offer document / prospectus /
notice and the report submitted by the monitoring agency, monitoring the utilization of
proceeds of a public or rights issue, and making appropriate recommendations to the board
to take up steps in this matter;
(7) reviewing and monitoring the auditor's independence and performance, and
effectiveness of audit process;
(8) approval or any subsequent modification of transactions of the listed entity with
related parties;
(9) scrutiny of inter-corporate loans and investments;
(10) valuation of undertakings or assets of the listed entity, wherever it is
necessary;
(11) evaluation of internal financial controls and risk management systems;
(12) reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;
(13) reviewing the adequacy of internal audit function, if any, including the structure
of the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit;
(14) discussion with internal auditors of any significant findings and follow up there
on;
(15) reviewing the findings of any internal investigations by the internal auditors
into matters where there is suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting the matter to the Board;
(16) discussion with statutory auditors before the audit commences, about the nature
and scope of audit as well as post-audit discussion to ascertain any area of concern;
(17) to look into the reasons for substantial defaults in the payment to the
depositors, debenture holders, shareholders (in case of non-payment of declared dividends)
and creditors;
(18) to review the functioning of the whistle blower mechanism;
(19) approval of appointment of chief financial officer after assessing the
qualifications, experience and background, etc. of the candidate;
(20) carrying out any other function as is mentioned in the terms of reference of the
audit committee.
(21) reviewing the utilization of loans and/ or advances from,/investment by the
holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of
the subsidiary, whichever is lower including existing loans / advances / investments
existing as on the date of coming into force of this provision.
(22) consider and comment on rationale, cost-benefits and impact of schemes involving
merger, demerger, amalgamation etc., on the listed entity and its shareholders.
B. The audit committee shall mandatorily review the following information:
(1) management discussion and analysis of financial condition and results of
operations;
(2) management letters / letters of internal control weaknesses issued by the statutory
auditors;
(3) internal audit reports relating to internal control weaknesses; and
(4) the appointment, removal and terms of remuneration of the chief internal auditor
shall be subject to review by the audit committee.
(5) statement of deviations:
(a) quarterly statement of deviation(s) including report of monitoring agency, if
applicable.
(b) annual statement of funds utilized for purposes other than those stated in the
offer document/prospectus notice.
Composition & Meeting details of the Audit Committee:
Mr. Vinay Agarwal (Chairman & Independent Non-Executive Director)
Mr. Jaideep Mittra (Independent Non-Executive Director)
Mr. Hemant Dharnidharka (Executive Director)
Name of the Directors |
Designation |
No. of Meetings attended |
Mr. Hemant Dharnidharka |
Managing Director |
2 out of 2 |
Mr. Jaideep Mitra |
Non-Executive Independent Director |
2 out of 2 |
Mr. Vinay Agarwal |
Non-Executive Independent Director |
2 out of 2 |
b) Nomination and Remuneration Committee :
The Nomination and Remuneration Committee was constituted in the board meeting dated
10.08.2022 with following roles and responsibilities:
(1) formulation of the criteria for determining qualifications, positive attributes and
independence of a Director and recommend to the Board of Directors a policy relating to,
the remuneration of the Directors, Key Managerial Personnel and other employees;
(2) For every appointment of an Independent Director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the Board and
on the basis of such evaluation, prepare a description of the role and capabilities
required of an independent director. The person recommended to the Board for appointment
as an independent director shall have the capabilities identified in such description. For
the purpose of identifying suitable candidates, the Committee may:
a. use the services of an external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due regard to
diversity; and
c. consider the time commitments of the candidates.
(3) formulation of criteria for evaluation of performance of Independent Directors and
the Board of Directors;
(4) devising a policy on diversity of Board of Directors;
(5) identifying persons who are qualified to become directors and who may be appointed
in senior management in accordance with the criteria laid down, and recommend to the Board
of Directors their appointment and removal.
(6) whether to extend or continue the term of appointment of the Independent Director,
on the basis of the report of performance evaluation of Independent Directors.
(7) recommend to the Board, all remuneration, in whatever form, payable to senior
management
Composition & Meeting details of the Nomination and Remuneration Committee:
Mr. Vinay Agarwal (Chairman & Independent Non-Executive Director)
Mr. Jaideep Mittra (Independent Non-Executive Director)
Ms. Preeti Saraogi (Director)
Name of the Directors |
Designation |
No. of Meetings attended |
Ms. Preeti Saraogi |
Non-Executive Director |
1 out of 1 |
Mr. Jaideep Mitra |
Non-Executive Independent Director |
1 out of 1 |
Mr. Vinay Agarwal |
Non-Executive Independent Director |
1 out of 1 |
c) Stakeholders' Relationship Committee:
The Stakeholders' Relationship Committee was constituted in the board meeting dated
10.08.2022 with following roles and responsibilities:
(1) Resolving the grievances of the security holders of the listed entity including
complaints related to transfer/transmission of shares, non-receipt of annual report,
non-receipt of declared dividends, issue of new/duplicate certificates, general meetings
etc.
(2) Review of measures taken for effective exercise of voting rights by shareholders.
(3) Review of adherence to the service standards adopted by the listed entity in
respect of various services being rendered by the Registrar & Share Transfer Agent.
(4) Review of the various measures and initiatives taken by the listed entity for
reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend
warrant/annual reports/statutory notices by the shareholders of the company
Composition & Meeting details of the Stakeholders' Relationship Committee:
Mr. Vinay Agarwal (Chairman & Independent Non-Executive Director)
Mr. Jaideep Mittra (Independent Non-Executive Director)
Mr. Hemant Dharnidharka (Executive Director)
Name of the Directors |
Designation |
No. of Meetings attended |
Mr. Hemant Dharnidharka |
Managing Director |
1 out of 1 |
Mr. Jaideep Mitra |
Non-Executive Independent Director |
1 out of 1 |
Mr. Vinay Agarwal |
Non-Executive Independent Director |
1 out of 1 |
SHAREHOLDER'S MEETING
During the financial year ended March 31,2023, 3 (Three) General Meetings were held.
Further, details of the meetings are as under:
Annual General Meeting (AGM) /Extra-Ordinary General Meeting (EGM) |
Date of EGM(EGM) |
Location & Time |
SPECIAL RESOLUTION PASSED AT THE AGM |
EGM |
28.04.2022 |
226 BRIGADE
METROPOLIS
ARCADE,
WHITEFIELD
MAIN ROAD,
GARUDACHARPA
LYA BANGALORE |
CONVERSION OF THE COMPANY FROM A PRIVATE LIMITED COMPANY
TO A PUBLIC LIMITED COMPANY
ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION OF THE COMPANY CONTAINING
REGULATIONS IN CONFORMITY WITH THE COMPANIES ACT,2013 AND CONVERSION TO A PUBLIC LIMITED
COMPANY
INCREASE IN AUTHORISED SHARE CAPITAL AND CONSEQUENT ALTERATION OF
MEMORANDUM OF ASSOCIATION |
AGM |
30.09.2022 |
226 BRIGADE METROPOLIS
ARCADE,
WHITEFIELD
MAIN ROAD,
GARUDACHARPA
LYA BANGALORE |
ADOPTION OF ACCOUNTS UNDER SECTION 134 OF THE COMPANIES ACT, 2013 |
EGM |
10.08.2022 |
226 BRIGADE METROPOLIS
ARCADE,
WHITEFIELD
MAIN ROAD,
GARUDACHARPA
LYA BANGALORE |
INITIAL PUBLIC OFFERING (IPO) OF DHARNI CAPITAL SERVICES LIMITED TO APPOINT MR. HEMANT DHARNIDHARKA AS MANAGING DIRECTOR OF THE COMPANY
TO APPROVE APPOINTMENT OF MR. VINAY AGARWAL AS INDEPENDENT DIRECTOR |
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS
In accordance with the provisions of Section 188 of the Act and rules made thereunder,
the transactions entered with related parties are in the ordinary course of business and
on an arm's length basis, the details with respect to the related party transactions are
mentioned in the notes to the audited financial statements.
During the financial year under review, the company has not entered into material
contract, arrangement or transaction with related party, as defined under Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Related Party Transaction Policy of the Company. The Policy on Related party
transaction is uploaded on the website of the Company. The web link of the same is
https://www.dharnicapital.com.
Form AOC-2 as per the Related Party Transactions is not applicable to the Company.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place a Policy on Prevention of Sexual Harassment in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this policy.
During the year, no complaint was received by the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR OR COURT OR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year there has been no such significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and company's
operations in future.
LISTING FEES:
Your Company has paid requisite annual listing fees to Bombay Stock Exchange (BSE)
where it's equity shares are listed.
CHANGE IN NATURE OF BUSINESS:
There has been no change in the nature of business of the Company during the year under
review. MAINTENANCE OF COST RECORDS
The Company is not required to maintain cost records as prescribed under section 148(1)
of the Companies Act, 2013.
SECRETARIAL STANDARDS
During the year under review, the Company has complied with the applicable secretarial
standards issued by the Institute of Company Secretaries of India.
AUDITORS AND AUDITORS' REPORT
1. Statutory Auditors
M/S BSD & Co., Chartered Accountants (Firm Registration No. 000312S) were appointed
as Statutory Auditors of the Company for a period of 5 (five) consecutive years, at the
Annual General Meeting of Members held on 30.11.2021 on a remuneration mutually agreed
upon by the Board of Directors and the Statutory Auditors. They have confirmed their
eligibility and qualifications required under the Act for holding office as Statutory
Auditors of the Company.
The Statutory Auditor's Report forms part of the Annual Report. There is no audit
qualification, reservation or adverse remark for the year under review. There was no
instance of fraud during the year under review, which required the Statutory Auditors to
report to the Audit Committee and/ or Board under Section 143(12) of Act and Rules framed
thereunder.
2. Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and Pursuant
to Reg. 24A of Securities Exchange Board of India (Listing Obligation & Disclosure
Requirement) (Amendments) Regulations, 2018, the Board of Directors of the Company had
appointed M/s Ronak Jhuthawat & Co., Practicing Company Secretaries, Udaipur, to
undertake the Secretarial Audit of the Company for the financial year 2022-23. The
Secretarial Audit Report for the financial year ended March 31,2023, is annexed as
"Annexure IV" and forms an integral part of this Report.
The said report, does not contain any qualification, reservation or adverse remark, and
thus do not call for any further comments.
INTERNAL AUDIT & INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
3. Internal auditor
Your Company has adequate internal control procedures commensurate with its size and
nature of business. Your Company has clearly laid down policies, guidelines, and
procedures that form a part of the internal control systems. The adequacy of the internal
control systems encompasses the Company's business processes and financial reporting
systems and is examined by the management as well as by its internal auditors at regular
intervals.
The internal auditors conduct audits at regular intervals to identify the weaknesses
and suggest improvements for better functioning. The observations and recommendations of
the internal auditors are discussed by the Audit Committee to ensure timely and corrective
action.
Your Company has appointed Ms. Divya Nandalike, Chartered Accountants (M. No. A231322)
as an Internal Auditor of the Company, who reports to the Audit Committee and to the Board
of Directors of the Company. The Internal Auditor conducts comprehensive audit of
functional areas and operations of the Company to examine the adequacy of and compliance
with policies, procedures, statutory and regulatory requirements. Significant audit
observations and follow up actions thereon are reported to the Audit Committee. The Audit
Committee reviews adequacy and effectiveness of the Company's internal control environment
and monitors the implementation of audit recommendations.
The audit function maintains its independence and objectivity while carrying out
assignments. It evaluates on a continuous basis, the adequacy and effectiveness of
internal control mechanism. The function also proactively recommends improvement in
policies and processes, suggests streamlining of controls against various risks.
Your Company has laid down set of standards, processes and structure, which enables it
to implement internal financial control across the Company and ensure that the same are
adequate and operating effectively.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the Statutory Auditors nor the Secretarial
Auditor has reported to the Audit Committee under Section 143(12) of the Act any instances
of fraud committed against the Company by its officers or employees.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Act, for the financial year ended on March 31,
2023, the Directors hereby confirm that:
in the preparation of the annual financial statements for the year ended March 31,
2023, the applicable accounting standards read with the requirements set out under
Schedule III to the Act have been followed and there were no material departures from the
same;
the Directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company and of the profit of the Company for the year
ended on that date;
the Directors have taken proper and sufficient care has for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
the Directors have prepared the annual accounts on a going concern basis;
the Directors have laid down internal financial controls to be followed by the Company
and that the financial controls were adequate and were operating effectively;
the Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and were adequate and operating effectively.
REPORT ON CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
The Company has taken adequate steps to adhere to all the stipulations laid down in the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies
Act, 2013 and Rules thereto, as amended from time to time.
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, Disclosures as required under The Companies Act, 2013 and the Rules thereto, Company
being listed on SME platform, is exempted from this provision.
MANGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, Management's Discussion and
Analysis Report, for the year under review, is presented in as separate section forming
part of this Annual Report.
ANNUAL RETURN
Pursuant to section 92(3) read with Section 134(3)(a) of the Act, the Annual Return is
available on the Company's website and can be accessed at https://www.dharnicapital.com.
ENHANCING SHAREHOLDERS VALUE
Your Company believes that its Members are among its most important stakeholders.
Accordingly, your Company's operations are committed to the pursuit of achieving high
levels of operating performance and cost competitiveness, consolidating and building for
growth, enhancing the productive asset and resource base and nurturing overall corporate
reputation. Your Company is also committed to creating value for its other stakeholders by
ensuring that its corporate actions positively impact the socio-economic and environmental
dimensions and contribute to sustainable growth and development.
OUTLOOK
Focus on growth of Individual home loans segment.
Making online loan application more effective and enhance its contribution towards the
incremental business.
Strengthening marketing offices opened during the last 3 years and making them high
growth centers.
To grow business qualitatively by consolidating position and strengthening the
competitiveness on service delivery.
Understanding the inherent risks to the business and managing it effectively.
Widespread market studies assisting modelling of loan products to suit customer needs.
Making use of information provided by marketing offices about ground market conditions.
ACKNOWLEDGEMENTS:
Your Board of Directors take this opportunity to express their appreciation to all
stakeholders of the Company including the Ministry of Corporate Affairs, Securities and
Exchange Board of India, the Government of India, Stock Exchanges and other Regulatory
Authorities, Bankers, Lenders, Financial Institutions, Members, Credit Rating agencies,
Customers of the Company for their continued support and trust. Your directors would like
to express deep appreciation for the commitment shown by the employees in supporting the
Company in achieving continued robust performance on all fronts.
In closing, we would like to thank all the investors as well as the communities we
operate in who have reposed their trust in us and supported us in our journey.
For and on behalf of the Board of Directors
Sd/- |
Sd/- |
Hemant Dharnidharka |
Preeti Saraogi |
Managing Director |
Director |
DIN:07190229 |
DIN:07339758 |
Date: 23.05.2023 |
|
Place: Bangalore |
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