The Board of Directors are pleased to present 7th Annual Report on the business and operations of your Company, together with the audited financial statements of the company for the financial year ended 31st March, 2024.
1) FINANCIAL PERFORMANCE
The Company prepared its financial statements in accordance with the requirements of the Companies Act, 2013. The financial performance of the company for the year ended 31st March, 2024, is summarized as under:
|
(Amount in crores)
|
|
S.
NO.
|
PARTICULARS
|
Year ended 31st March, 2024
|
Year ended 31st March, 2023
|
|
1
|
Sales and other Income
|
608.77
|
509.34
|
|
2
|
Total Expenditure
|
526.98
|
480.62
|
|
3
|
Profit before Tax
|
81.79
|
28.72
|
|
4
|
Tax Expenses Current Tax Deferred Tax
|
21.57 (-) 0.20
|
7.57 (-) 0.24
|
|
5
|
Profit after Tax
|
60.41
|
21.39
|
|
6
|
Earning Per Equity Share:
(1) Basic
(2) Diluted
|
16.84
16.84
|
5.96
5.96
|
2) STATE OF THE COMPANY’S AFFAIRS. ITS OPERATIONS AND FUTURE OUTLOOK: PERFORMANCE AT A GLANCE
During the financial year under review, the total income of the company has been increased to Rs. 608.77 crores as compared to Rs. 509.34 crores in the previous year. The company has earned a net profit of Rs. 60.41 crores as compared to Rs. 21.39 crores in previous year. Further, the total expenses of the company has also been increased during the current year to Rs. 526.98 crores as compared to previous year of Rs. 480.62 crores.
The Company, is primarily engaged in the business of Construction and specializing in execution and construction of administrative & institutional buildings, hospitals, medical colleges, industrial building, historical memorial complex, stadium and sports complex, and residential complex. The company has further diversified in undertaking specialized structural work such as flyovers, approach roads, rail under bridge, rail over bridges and development and redevelopment of railway stations. The prime focus of the company has always been ensuring timely completion and deliveries of all its projects well within time.
The future of the company is looking positive as the Government is more emphasis on development of Construction sector which include Infrastructure construction, for boosting the economic growth of the country.
3) CHANGE IN NATURE OF BUSINESS. IF ANY
No change occurred in the nature of the business carried on by the Company during the financial year under review. Currently, the Company is engaged in the business of Construction.
4) SHARE CAPITAL
During the year under review, the company has increased its Authorised Share Capital from Rs. 36,00,00,000/- (Rs. Thirty Six Crores) to Rs. 55,00,00,000/- (Rs. Fifty Five Crores) with approval of the Board on 2nd January, 2024 and Shareholders in their extra-ordinary general meeting held on 19th January, 2024, for the purpose of initial public offer of the Company.
Further, there was no change in the paid-up equity share capital of the company. The paid-up equity share capital of the company as on 31st March, 2024, is Rs. 3,588.09 Lakhs.
5) EXTRACTS OF ANNUAL RETURN
The extracts of the Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form No. MGT-7, can be accessed on the Company's website at www.deepakbuilders.co.in,
6) AMOUNT TRANSFERRED TO ANY RESERVES
The Company has not transferred any amount to any reserves during the financial year.
7) DIVIDEND
Considering the future business requirements of the Company, the Board of Directors does not recommended payment of dividend to members on the equity shares of the Company for the financial year ended 31st March, 2024.
8) DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013, the Directors confirm that:
a) In the preparation of the annual accounts for the year under report, the applicable accounting standards have been followed to the extent of their applicability 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/loss 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;
e) The Company is not a listed company; hence contents of this clause are not applicable;
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
9) DIRECTORS & KEY MANAGERIAL PERSONNEL
During the year under review, on the recommendation of the Board of Directors in its meeting held on 2nd January, 2024, the company appointed Mr. Vinod Kumar Kathuria (DIN: 06662559) as Independent Director with the approval of the members in their extra-ordinary general meeting held on 19th January, 2024.
Smt. Sunita Singal (DIN:01534585) will be retiring by rotation at the ensuing annual general meeting and being eligible, offer herself for re-appointment in accordance with the provisions of Section 152 of the Companies Act, 2013. The necessary approval of the members for reappointment of Smt. Sunita Singal has been incorporated in the notice of the afTnual general meeting of the company.
Mr. Akash Singal, Executive Director (Business Development & Planning) resigned from the directorship of the company with effect from 12th October, 2023. The Board place on record the valuable contribution made by him during his tenure as director of the company.
None of the Directors are disqualified under Section 164 or liable to vacate office under Section 167 of the Companies Act, 2013.
101 COMMITTEES OF THE BOARD
The Company has following committees in compliance with the requirements of Companies Act, 2013 and Listing Regulations:
1. Audit Committee
2. Nomination & Remuneration Committee
3. Corporate Social Responsibility Committee
4. The Stakeholders' Relationship Committee
5. IPO Committee
6. Internal Management Committee
AUDIT COMMITTEE
During the year under review, the Board of Directors has re-constituted Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
The Audit Committee comprises of three members out of which two are Independent Directors. Sh. Inder Dev Singh is Chairperson of the said Committee and other members of the Committee are Sh. Vinod Kumar Kathuria and Sh. Deepak Kumar Singal.
The Company Secretary of the Company acts as Secretary to the Committee.
All the members of the Committee are financially literate and possess accounting financial management expertise. The "term of reference" of the Audit Committee is in accordance with the provisions of Section 177(4) of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations.
The Audit committee met six times during the financial year 2023-24, on 25.05.2023, 23.08.2023, 29.09.2023, 02.01.2024, 09.02.2024 and 26.03.2024.
The number of meetings attended by each member during the year 2023-24 are as follows:
|
Name of Members
|
Designation
|
Category
|
No. of Committee Meetings
|
|
Held/
entitled
|
Attended
|
|
Sh. Inder Dev Singh
|
Chairman
|
Non-executive, Independent Director
|
6
|
6
|
|
Sh. Vinod Kumar Kathuria**
|
Member
|
Non-executive, Independent Director
|
2
|
2
|
|
Sh. Deepak Kumar Singal
|
Member
|
Chairman and Managing Director
|
6
|
6
|
|
Sh. Kashish Mittal*
|
Member
|
Non-executive, Independent Director
|
4
|
3
|
*Sh. Kashish Mittal till 09.02.2024
** Sh. Vinod Kumar Kathuira appointed on 09.02.2024
NOMINATION & REMUNERATION COMMITTEE
During the year under review, the Board of Directors has re-constituted Nomination & Remuneration Committee in accordance with the provisions of Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
The Nomination & Remuneration Committee comprises of four members with Independent Directors forming a majority. Sh. Kashish Mittal is the Chairperson of the said Committee and Sh.
Inder Dev Singh, Sh. Vinod Kumar Kathuria and Sh. Deepak Kumar Singal, are members of the committee. Sh. Anil Kumar, Company Secretary will act as Secretary of the Committee.
Nomination & Remuneration Committee is responsible for, inter alia, recommendation and approval of remuneration of the Directors, KMPs and Senior Management. Nomination & Remuneration Committee is also entrusted with the responsibility of framing the criteria for evaluation of the Individual Directors, Chairman of the Board, the Board as a whole and its Committees.
The Nomination & Remuneration committee met four times during the financial year 2023-24, on 25.05.2023, 29.09.2023, 02.01.2024 and 09.02.2024.
|
Name of Members
|
Designation
|
Category
|
No. of Committee Meetings
|
| |
|
|
Held/
entitled
|
Attended
|
|
Sh. Kashish Mittal
|
Chairman
|
Non-executive,
Independent
Director
|
4
|
4
|
|
Sh. Inder Dev Singh
|
Member
|
Non-executive,
Independent
Director
|
4
|
4
|
|
Sh. Akash Singal*
|
Member
|
Executive
Director
|
2
|
2
|
|
Sh. Deepak Kumar Singal**
|
Member
|
Chairman and Mg. Director
|
1
|
1
|
|
Sh. Vinod Kumar Kathuria***
|
Member
|
Non-executive,
Independent
Director
|
1
|
1
|
|
* Sh. Akash Singal till 12.10.2023
** Sh. Deepak Kumar Singal appointed on 09.02.2024
*** Sh. Vinod Kumar Kathuira appointed on 09.02.2024
|
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
During the year under review, the Company has re-constituted Corporate Social Responsibility Committee in accordance with the provision of Section 135 of the Companies Act, 2013, comprising of Sh. Deepak Kumar Singal as Chairman and Smt. Sunita Singal & Sh. Inder Dev Singh as its members. The Committee is responsible for formulating and monitoring the Corporate Social Responsibility Policy of the Company.
During the year under review, the CSR Committee met one time on 29th September, 2023;
The composition of CSR Committee and the number of meetings attended by each member during the year 2023-24 are as follows:
|
Name of Members
|
Designation
|
Category
|
No. of Committee Meetings
|
| |
|
|
Held/
entitled
|
Attended
|
|
Sh. Deepak Kumar Singal
|
Chairman
|
Chairman and Managing Director
|
1
|
1
|
|
Sh. Inder Dev Singh
|
Member
|
Non-executive, Independent Director
|
1
|
1
|
|
Smt. Sunita Singal
|
Member
|
Whole Time Director
|
1
|
1
|
The Company Secretary of the Company acts as a Secretary to the Committee.
Terms of reference:
(i) formulate and recommend to the Board, a "Corporate Social Responsibility Policy" which shall indicate the activities to be undertaken by the Company as specified in Schedule Vll of the Companies Act, 2013 and the rules made thereunder, as amended, monitor the implementation of the same from time to time, and make any revisions therein as and when decided by the Board;
(ii) identify corporate social responsibility policy partners and corporate social responsibility policy programmes;
(iii) review and recommend the amount of expenditure to be incurred on the activities referred to in clause (i) and the distribution of the same to various corporate social responsibility programs undertaken by the Company;
(iv) delegate responsibilities to the corporate social responsibility team and supervise proper execution of all delegated responsibilities;
(v) review and monitor the implementation of corporate social responsibility programmes and issuing necessary directions as required for proper implementation and timely completion of corporate social responsibility programmes;
(vi) any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval of the Board or as may be directed by the Board, from time to time; and
(vii) exercise such other powers as may be conferred upon the Corporate Social Responsibility Committee in terms of the provisions of Section 135 of the Companies Act.
THE STAKEHOLDERS' RELATIONSHIP COMMITTEE
During the year under review, the Company has constituted the Stakeholders' Relationship Committee in accordance with the provisions of Section 178(5) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Stakeholders' Relationship Committee comprises of three members, Sh. Kashish Mittal is the Chairperson of the said Committee and Sh. Deepak Kumar Singal and Smt. Sunita Singal, are members of the said committee. Sh. Anil Kumar, Company Secretary will act as Secretary of the Committee.
IPO COMMITTEE
During the year under review, the Company has constituted IPO Committee comprises of four members. Sh. Deepak Kumar Singal will act as Chairperson of the said Committee and Smt. Sunita Singal, Sh. Rishabh Gupta, Chief Financial Officer and Sh. Anil Kumar, Company Secretary are members of the said committee. The IPO Committee is authorized to carry out such acts, deeds and actions on behalf of the Board for the forthcoming IPO of the company, including negotiating, finalizing and executing all such documentation and agreements as may be required in this regard.
INTERNAL MANAGEMENT COMMITTEE
The Board of Directors of the Company has constituted Internal Management Committee, comprises of five members. Sh. Deepak Kumar Singal, Managing Director will act as Chairperson of the said Committee and Smt. Sunita Singal, Whole Time Director, Sh. Ashok Kumar, General Manager -Administration, Sh. Sunil Kumar, Manager - Tender / Documentation and Sh. Rishabh Gupta, Chief Financial Officer are members of the said committee. Internal Management Committee will see all the matters which may arise in normal course of business of the company.
The details of the Committee’s are available on the website of the Company at www.deepakbuilders.co.in.
11) DECLARATION BY INDEPENDENT DIRECTORS
In terms of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors are appointed for a term of 5 years and are not liable to retire by rotation.
The Company’s Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act 2013. Further, Board of Directors is of the opinion that the Independent Directors possess requisite qualifications, experience and expertise in industry.
During the year under review, the Non-Executive Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the company.
121 PARTICULARS OF REMUNERATION:
i. DETAILS OF TOP 10 EMPLOYEES OF THE COMPANY
During the financial year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. w
ii. REMUNERATION PAID/ PAYABLE TO THE DIRECTORS AND KMP OF THE COMPANY
During the year under review, no director was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197, Schedule V of the Companies Act, 2013. Further, the remuneration of Directors and Key Managerial Personnel are as follows;
|
Remuneration Paid to the Directors during the Year:
(Rs. In Lakhs)
|
|
Name of Director/KMP
|
Designation
|
Remuneration
paid
|
|
Mr. Deepak Kumar Singal
|
Chairman and Managing Director
|
105.00
|
|
Mrs. Sunita Singal
|
Whole Time Director
|
65.00
|
|
Mr. Rishabh Gupta
|
Chief Financial Office
|
11.30
|
|
Mr. Anil Kumar
|
Company Secretary
|
7.30
|
|
Remuneration Payable to the Directors as on 31st March 2024:
[Rs. In Lakhs]
|
|
Name of Director
|
Designation
|
Remuneration
paid
|
|
Mr, Inder Dev Singh
|
Independent Director
|
2.40
|
|
Mrs. Kashish Mittal
|
Independent Director
|
2.20
|
|
Mr. Akash Singal
|
Executive Director
|
12.00
|
|
Mr. Vinod Kathuria
|
Independent Director
|
—
|
131 BOARD MEETINGS CONDUCTED DURING THE YEAR
The Board of Directors of the Company met 7 [Seven] times during the year under review. The intervening gap between the meetings was within the period as prescribed under the provisions of the Companies Act 2013.
The Board meets at regular intervals to discuss and decide on Company's business policy and strategies. The date of meetings of the Board of Directors and Committee are informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.
The notice of meeting of the Board of Directors and Committees is given well in advance to all the Directors of the Company. The agenda of the Board / Committee meetings are circulated as per the provisions of section 173 of the Companies Act 2013 and Secretarial Standard on meetings of the Board of Directors (SS-1) issued by the Institute of Company Secretaries of India ('1CS1']. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.
|
During the Financial Year 2023-24, the Board of Directors met 7 (Seven) times on:
|
| |
S. No.
|
No. of Meeting
|
Date of Meeting
|
|
|
1
|
01/2023-24
|
25.05.2023
|
|
2
|
02/2023-24
|
23-08-2023
|
|
3
|
03/2023-24
|
29-09-2023
|
|
4
|
04/2023-24
|
12-10-2023
|
|
5
|
05/2023-24
|
02-01-2024
|
|
6
|
06/2023-24
|
09.02.2024
|
| |
7
|
07/2023-24
|
26.03.2024
|
|
Some of the meetings were held through Video Conferencing as permitted under provisions of the Companies Act 2013.
The intervening gap between two consecutive meetings was within the maximum period mentioned under Section 173 of the Companies Act 2013.
|
The attendance of Directors at the Meeting of the Board of Directors for Financial Year 2023-24 is as under:
|
|
S.
No.
|
Name of Directors
|
Designation
|
No. of Board meeting Held
/
entitled to attend
|
No. of Board
meeting
Attended
|
|
1
|
Mr. Deepak Kumar Singal
|
Chairman and Mg. Director
|
7
|
7
|
|
2
|
Mrs. Sunita Singal
|
Whole Time Director
|
7
|
7
|
|
3
|
Mr. Inder Dev Singh
|
Independent Director
|
7
|
7
|
|
4
|
Mrs. Kashish Mittal
|
Independent Director
|
7
|
6
|
|
5
|
Mr. Akash Singal*
|
Executive Director
|
3
|
3
|
|
6
|
Mr. Vinod Kumar Kathuria**
|
Independent Director
|
2
|
2
|
|
* Mr. Akash Singal resigned w.e.f. 12.10.2023
** Mr. Vinod Kumar Kathuria appointed on 19.01.2024
|
14) ANNUAL EVALUATION OF THE PERFORM ANCETHE OF BOARD:
Pursuant to the provisions of the Companies Act, 2013, a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and Individual Directors. Schedule IV to the Companies Act, 2013, states that the performance evaluation of the Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria.
The Board has carried out evaluation of its own performance of all the Directors individually as well as the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders’ Relationship Committee of the Company for the financial year 2023-24. The Board has devised questionnaire to evaluate the performances of each of Executive, Non-Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:
i. Attendance at Board Meetings and Committee Meetings; ^
ii. Quality of contribution to Board deliberations;
iii. Strategic perspectives or inputs regarding the future growth of the Company and its performance;
iv. Providing perspectives and feedback going beyond the information provided by the management.
15) SEPARATE MEETING OF INDEPENDENT DIRECTORS:
As per the requirement of Schedule IV and provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 2nd January, 2024, to review, among other things, the performance of non-independent Directors and the Board as a whole, evaluation of the performance of the Chairman and the flow of communication between the Board and the management of the Company.
161 DRHP FILED WITH SEBI FOR INITIAL PUBLIC OFFER
During the year under review, the management of the company has filed DRAFT RED HERRING PROSPECTUS (DRHP) with SEBI, on 9th April, 2024, for raising funds from public to expand its business. The company decided to issue 1,44,00,000 equity shares through initial public offer, out of which fresh issue equity shares is 1,20,00,000 and 24,00,000 shares are being offered for sale from the existing holding of promoters of the company. Mr. Deepak Kumar Singal is selling 21,60,000 equity shares and Mrs. Sunita Singal, 2,40,000 equity shares. The offer is being made through book building process in accordance with Regulation 6(1) of the SEBI ICDR, Regulations, 2018.
The equity shares of the company will be listed on BSE and NSE, Stock Exchanges for which company has received in-principal approval on 26th July, 2024, from both the Stock Exchanges. The proceeds of Public issue will be utilized for repayment of borrowing, working capital requirements, issue expenses and for General Corporate purpose.
17) PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANY ACT. 2013
The loans, guarantees given or security provided or investments made by the company under Section 186 of the Companies Act, 2013, during the year have been specifically disclosed in the Notes of Financial Statement of the Company.
18) PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the related party transactions made by the Company during the financial year were in the ordinary course of business and on arm's length basis. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 are furnished in "Annexure A" (AOC-2) and form part of this report, further the details of these transactions is also provided in Notes of the standalone financial statement of the Company. The Policy on Related Party Transactions is available on the website of the Company at www.deepakbuiIders.co.in.
19) MATERIAL CHANGES AND COMMITMENTS. IF ANY
No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate as on the date of this report.
20) CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are as under:
a) Conservation of Energy/ Technology Absorption:
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company.
b) Foreign Exchange Earnings/ Outgo:
During the financial year under review, the company has not entered into any foreign exchange transaction, as a result of which the company has not earned any income or made any expenditure in terms of Foreign Exchange.
21) REPORTING OF FRAUD BY AUDITORS
During the year under review, there were no frauds reported by the Auditors, to the Audit Committee or the Board of the company as required under Section 143(12) of the Companies Act, 2013.
22) AUDITORS STATUTORY AUDITOR S
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s Parmod G Gupta & Associates, Chartered Accountants, having Firm Registration No. 018870N, was appointed as Statutory Auditors of the Company by the members in the Annual General Meeting held on 30th September, 2023, for a term of five consecutive years to hold office from the conclusion of 6th Annual General Meeting till the conclusion of the 11th Annual General Meeting of the Company. M/s Parmod G Gupta & Associates, hold a valid Peer Review certificate issued by Board of The Institute of Chartered Accountants of India, as per the requirement of Regulation 33 of the Listing Regulations.
M/s Parmod G Gupta & Associates, Chartered Accountants, (FRN:018870N) have audited the financial statements of the Company for the financial year ended March 31, 2024 and have issued the Auditor’s Report thereon. There are no qualifications or actions or adverse remarks or disclaimers in the said report.
Further, the Auditor’s Report read with the notes on financial statements are self-explanatory and hence does not call for any further comments.
COST AUDITOR'S
Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, your Company is required to maintain cost records as specified by the Central Government. M/s Gurvinder Chopra and Co., Cost Accountants (Registration No. 100260) were re-appointed as Cost Auditors to conduct audit of the cost records of the Company for the financial year 2023-24.
SECRETARIAL AUDITOR S
M/s Lai Ghai & Associates, Practicing Company Secretaries were appointed as Secretarial Auditors, to conduct Secretarial Audit of the Company for financial year 2023-24. The Secretarial Audit Report is annexed herewith forming part to this Report.
231 REGISTRAR & SHARE TRANSFER AGENT
The company has appointed M/s. KFin Technologies Ltd., Hyderabad as Registrar & Share Transfer Agent for dematerialization of equity shares of the company.
241 RISK MANAGEMENT
The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of such risks. The company recognizes that risk is an integral and unavoidable component of business. The management is committed to administering the risk in a proactive and
effective manner. The Company believes that the Risk cannot be eliminated but it can be managed:
• by adopting good internal controls;
• by not entering into risky businesses;
• either avoiding the cost of trying to reduce risk or in anticipation of higher profits by taking on more risk, and;
• by following a middle path between retaining and transferring risk.
The company adopts a systematic approach to mitigate risks associated with the accomplishment of objectives, operations, revenues and compliance with the regulations. The Company believes that this would ensure mitigating steps proactively and help to achieve risk management effectively.
25) SUBSIDIARIES. fOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiaries, Associates or Joint Venture during the financial year or at any time after the closure of the financial year and till the date of this report.
26) DEPOSITS
During the year under review, your company has not accepted deposits from the public, pursuant to the provisions of Section 73 of the Companies Act, 2013, read together with the Companies (Acceptance of Deposits) Rules, 2014. However, the company has accepted loans from persons who, at the time of the receipt of amount, were directors of the company and details of the same has been disclosed in notes of financial statement of the company.
27) MATERIAL ORDERS
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
28) INTERNAL CONTROL SYSTEMS
Your Company has in place, an adequate of internal control systems, commensurate with its size, requirements and nature of its operations. These systems are designed keeping in view the nature of activities carried out by the company and its business operations. The Company has comprehensive internal control systems to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of assets and prevention and detection of frauds. The Internal Auditors monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies of the Company.
29) SEGMENT REPORTING
The Company is engaged in only one main activity of construction; therefore the segment reporting as per the requirement of AS-17, is not applicable.
30) THE INSOLVENCY AND BANKRUPTCY CODE. 2016
There were no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or any other Courts during the year under review;
During the year under review, there was no instance of one-time settlement with any Bank or Financial Institution.
31) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Company is committed to provide work environment that ensures every employee is treated with dignity and respect. All employees are encouraged to reinforce the maintenance of a work environment free from sexual harassment. The Company will not tolerate any form of sexual harassment and is committed to take all necessary steps to ensure that its employees should not be subject to any form of harassment on the basis of their gender.
The Company has constituted a complaints committee for redressal of sexual harassment complaint (made by the victim) and for ensuring time bound treatment of such complaints. The company has not received any complaint on sexual harassment during the year.
32) VIGIL MECHANISM
The Company has place a Vigil Mechanism policy, to provide adequate safeguards against victimization of directors and employees, who report genuine concerns in line with Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and it powers) Rules, 2014. The Vigil Mechanism/ Whistle Blower Policy of the Company can be accessed on the Company’s website at www.deepakbuilders.co.in.
During the year under review, your Company has not received any complaint in this regard.
33) COMPLIANCE OF SECRETARIAL STANDARDS
The Board confirms that during the period under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("ICS1”).
34) ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the assistance and cooperation received from Banks, Government Authorities, customers, vendors and all other business associates, consultants during the period under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Company's executives, staff and workers.
Your Directors wish to convey their gratitude and appreciation to all the employees of the Company posted at all its locations for their tremendous personal efforts as well as collective dedication and contribution to the Company’s performance. Your Directors would also like to thank the shareholders for their continued support extended to the Company and the Management.
The Board of Directors are pleased to present 7th Annual Report on the business and operations of your Company, together with the audited financial statements of the company for the financial year ended 31st March, 2024.
1) FINANCIAL PERFORMANCE
The Company prepared its financial statements in accordance with the requirements of the Companies Act, 2013. The financial performance of the company for the year ended 31st March, 2024, is summarized as under:
|
(Amount in crores)
|
|
S.
NO.
|
PARTICULARS
|
Year ended 31st March, 2024
|
Year ended 31st March, 2023
|
|
1
|
Sales and other Income
|
608.77
|
509.34
|
|
2
|
Total Expenditure
|
526.98
|
480.62
|
|
3
|
Profit before Tax
|
81.79
|
28.72
|
|
4
|
Tax Expenses Current Tax Deferred Tax
|
21.57 (-) 0.20
|
7.57 (-) 0.24
|
|
5
|
Profit after Tax
|
60.41
|
21.39
|
|
6
|
Earning Per Equity Share:
(1) Basic
(2) Diluted
|
16.84
16.84
|
5.96
5.96
|
2) STATE OF THE COMPANY’S AFFAIRS. ITS OPERATIONS AND FUTURE OUTLOOK: PERFORMANCE AT A GLANCE
During the financial year under review, the total income of the company has been increased to Rs. 608.77 crores as compared to Rs. 509.34 crores in the previous year. The company has earned a net profit of Rs. 60.41 crores as compared to Rs. 21.39 crores in previous year. Further, the total expenses of the company has also been increased during the current year to Rs. 526.98 crores as compared to previous year of Rs. 480.62 crores.
The Company, is primarily engaged in the business of Construction and specializing in execution and construction of administrative & institutional buildings, hospitals, medical colleges, industrial building, historical memorial complex, stadium and sports complex, and residential complex. The company has further diversified in undertaking specialized structural work such as flyovers, approach roads, rail under bridge, rail over bridges and development and redevelopment of railway stations. The prime focus of the company has always been ensuring timely completion and deliveries of all its projects well within time.
The future of the company is looking positive as the Government is more emphasis on development of Construction sector which include Infrastructure construction, for boosting the economic growth of the country.
3) CHANGE IN NATURE OF BUSINESS. IF ANY
No change occurred in the nature of the business carried on by the Company during the financial year under review. Currently, the Company is engaged in the business of Construction.
4) SHARE CAPITAL
During the year under review, the company has increased its Authorised Share Capital from Rs. 36,00,00,000/- (Rs. Thirty Six Crores) to Rs. 55,00,00,000/- (Rs. Fifty Five Crores) with approval of the Board on 2nd January, 2024 and Shareholders in their extra-ordinary general meeting held on 19th January, 2024, for the purpose of initial public offer of the Company.
Further, there was no change in the paid-up equity share capital of the company. The paid-up equity share capital of the company as on 31st March, 2024, is Rs. 3,588.09 Lakhs.
5) EXTRACTS OF ANNUAL RETURN
The extracts of the Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form No. MGT-7, can be accessed on the Company's website at www.deepakbuilders.co.in,
6) AMOUNT TRANSFERRED TO ANY RESERVES
The Company has not transferred any amount to any reserves during the financial year.
7) DIVIDEND
Considering the future business requirements of the Company, the Board of Directors does not recommended payment of dividend to members on the equity shares of the Company for the financial year ended 31st March, 2024.
8) DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013, the Directors confirm that:
a) In the preparation of the annual accounts for the year under report, the applicable accounting standards have been followed to the extent of their applicability 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/loss 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;
e) The Company is not a listed company; hence contents of this clause are not applicable;
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
9) DIRECTORS & KEY MANAGERIAL PERSONNEL
During the year under review, on the recommendation of the Board of Directors in its meeting held on 2nd January, 2024, the company appointed Mr. Vinod Kumar Kathuria (DIN: 06662559) as Independent Director with the approval of the members in their extra-ordinary general meeting held on 19th January, 2024.
Smt. Sunita Singal (DIN:01534585) will be retiring by rotation at the ensuing annual general meeting and being eligible, offer herself for re-appointment in accordance with the provisions of Section 152 of the Companies Act, 2013. The necessary approval of the members for reappointment of Smt. Sunita Singal has been incorporated in the notice of the afTnual general meeting of the company.
Mr. Akash Singal, Executive Director (Business Development & Planning) resigned from the directorship of the company with effect from 12th October, 2023. The Board place on record the valuable contribution made by him during his tenure as director of the company.
None of the Directors are disqualified under Section 164 or liable to vacate office under Section 167 of the Companies Act, 2013.
101 COMMITTEES OF THE BOARD
The Company has following committees in compliance with the requirements of Companies Act, 2013 and Listing Regulations:
1. Audit Committee
2. Nomination & Remuneration Committee
3. Corporate Social Responsibility Committee
4. The Stakeholders' Relationship Committee
5. IPO Committee
6. Internal Management Committee
AUDIT COMMITTEE
During the year under review, the Board of Directors has re-constituted Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
The Audit Committee comprises of three members out of which two are Independent Directors. Sh. Inder Dev Singh is Chairperson of the said Committee and other members of the Committee are Sh. Vinod Kumar Kathuria and Sh. Deepak Kumar Singal.
The Company Secretary of the Company acts as Secretary to the Committee.
All the members of the Committee are financially literate and possess accounting financial management expertise. The "term of reference" of the Audit Committee is in accordance with the provisions of Section 177(4) of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations.
The Audit committee met six times during the financial year 2023-24, on 25.05.2023, 23.08.2023, 29.09.2023, 02.01.2024, 09.02.2024 and 26.03.2024.
The number of meetings attended by each member during the year 2023-24 are as follows:
|
Name of Members
|
Designation
|
Category
|
No. of Committee Meetings
|
|
Held/
entitled
|
Attended
|
|
Sh. Inder Dev Singh
|
Chairman
|
Non-executive, Independent Director
|
6
|
6
|
|
Sh. Vinod Kumar Kathuria**
|
Member
|
Non-executive, Independent Director
|
2
|
2
|
|
Sh. Deepak Kumar Singal
|
Member
|
Chairman and Managing Director
|
6
|
6
|
|
Sh. Kashish Mittal*
|
Member
|
Non-executive, Independent Director
|
4
|
3
|
*Sh. Kashish Mittal till 09.02.2024
** Sh. Vinod Kumar Kathuira appointed on 09.02.2024
NOMINATION & REMUNERATION COMMITTEE
During the year under review, the Board of Directors has re-constituted Nomination & Remuneration Committee in accordance with the provisions of Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
The Nomination & Remuneration Committee comprises of four members with Independent Directors forming a majority. Sh. Kashish Mittal is the Chairperson of the said Committee and Sh.
Inder Dev Singh, Sh. Vinod Kumar Kathuria and Sh. Deepak Kumar Singal, are members of the committee. Sh. Anil Kumar, Company Secretary will act as Secretary of the Committee.
Nomination & Remuneration Committee is responsible for, inter alia, recommendation and approval of remuneration of the Directors, KMPs and Senior Management. Nomination & Remuneration Committee is also entrusted with the responsibility of framing the criteria for evaluation of the Individual Directors, Chairman of the Board, the Board as a whole and its Committees.
The Nomination & Remuneration committee met four times during the financial year 2023-24, on 25.05.2023, 29.09.2023, 02.01.2024 and 09.02.2024.
|
Name of Members
|
Designation
|
Category
|
No. of Committee Meetings
|
| |
|
|
Held/
entitled
|
Attended
|
|
Sh. Kashish Mittal
|
Chairman
|
Non-executive,
Independent
Director
|
4
|
4
|
|
Sh. Inder Dev Singh
|
Member
|
Non-executive,
Independent
Director
|
4
|
4
|
|
Sh. Akash Singal*
|
Member
|
Executive
Director
|
2
|
2
|
|
Sh. Deepak Kumar Singal**
|
Member
|
Chairman and Mg. Director
|
1
|
1
|
|
Sh. Vinod Kumar Kathuria***
|
Member
|
Non-executive,
Independent
Director
|
1
|
1
|
|
* Sh. Akash Singal till 12.10.2023
** Sh. Deepak Kumar Singal appointed on 09.02.2024
*** Sh. Vinod Kumar Kathuira appointed on 09.02.2024
|
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
During the year under review, the Company has re-constituted Corporate Social Responsibility Committee in accordance with the provision of Section 135 of the Companies Act, 2013, comprising of Sh. Deepak Kumar Singal as Chairman and Smt. Sunita Singal & Sh. Inder Dev Singh as its members. The Committee is responsible for formulating and monitoring the Corporate Social Responsibility Policy of the Company.
During the year under review, the CSR Committee met one time on 29th September, 2023;
The composition of CSR Committee and the number of meetings attended by each member during the year 2023-24 are as follows:
|
Name of Members
|
Designation
|
Category
|
No. of Committee Meetings
|
| |
|
|
Held/
entitled
|
Attended
|
|
Sh. Deepak Kumar Singal
|
Chairman
|
Chairman and Managing Director
|
1
|
1
|
|
Sh. Inder Dev Singh
|
Member
|
Non-executive, Independent Director
|
1
|
1
|
|
Smt. Sunita Singal
|
Member
|
Whole Time Director
|
1
|
1
|
The Company Secretary of the Company acts as a Secretary to the Committee.
Terms of reference:
(i) formulate and recommend to the Board, a "Corporate Social Responsibility Policy" which shall indicate the activities to be undertaken by the Company as specified in Schedule Vll of the Companies Act, 2013 and the rules made thereunder, as amended, monitor the implementation of the same from time to time, and make any revisions therein as and when decided by the Board;
(ii) identify corporate social responsibility policy partners and corporate social responsibility policy programmes;
(iii) review and recommend the amount of expenditure to be incurred on the activities referred to in clause (i) and the distribution of the same to various corporate social responsibility programs undertaken by the Company;
(iv) delegate responsibilities to the corporate social responsibility team and supervise proper execution of all delegated responsibilities;
(v) review and monitor the implementation of corporate social responsibility programmes and issuing necessary directions as required for proper implementation and timely completion of corporate social responsibility programmes;
(vi) any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval of the Board or as may be directed by the Board, from time to time; and
(vii) exercise such other powers as may be conferred upon the Corporate Social Responsibility Committee in terms of the provisions of Section 135 of the Companies Act.
THE STAKEHOLDERS' RELATIONSHIP COMMITTEE
During the year under review, the Company has constituted the Stakeholders' Relationship Committee in accordance with the provisions of Section 178(5) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Stakeholders' Relationship Committee comprises of three members, Sh. Kashish Mittal is the Chairperson of the said Committee and Sh. Deepak Kumar Singal and Smt. Sunita Singal, are members of the said committee. Sh. Anil Kumar, Company Secretary will act as Secretary of the Committee.
IPO COMMITTEE
During the year under review, the Company has constituted IPO Committee comprises of four members. Sh. Deepak Kumar Singal will act as Chairperson of the said Committee and Smt. Sunita Singal, Sh. Rishabh Gupta, Chief Financial Officer and Sh. Anil Kumar, Company Secretary are members of the said committee. The IPO Committee is authorized to carry out such acts, deeds and actions on behalf of the Board for the forthcoming IPO of the company, including negotiating, finalizing and executing all such documentation and agreements as may be required in this regard.
INTERNAL MANAGEMENT COMMITTEE
The Board of Directors of the Company has constituted Internal Management Committee, comprises of five members. Sh. Deepak Kumar Singal, Managing Director will act as Chairperson of the said Committee and Smt. Sunita Singal, Whole Time Director, Sh. Ashok Kumar, General Manager -Administration, Sh. Sunil Kumar, Manager - Tender / Documentation and Sh. Rishabh Gupta, Chief Financial Officer are members of the said committee. Internal Management Committee will see all the matters which may arise in normal course of business of the company.
The details of the Committee’s are available on the website of the Company at www.deepakbuilders.co.in.
11) DECLARATION BY INDEPENDENT DIRECTORS
In terms of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors are appointed for a term of 5 years and are not liable to retire by rotation.
The Company’s Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act 2013. Further, Board of Directors is of the opinion that the Independent Directors possess requisite qualifications, experience and expertise in industry.
During the year under review, the Non-Executive Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the company.
121 PARTICULARS OF REMUNERATION:
i. DETAILS OF TOP 10 EMPLOYEES OF THE COMPANY
During the financial year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. w
ii. REMUNERATION PAID/ PAYABLE TO THE DIRECTORS AND KMP OF THE COMPANY
During the year under review, no director was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197, Schedule V of the Companies Act, 2013. Further, the remuneration of Directors and Key Managerial Personnel are as follows;
|
Remuneration Paid to the Directors during the Year:
(Rs. In Lakhs)
|
|
Name of Director/KMP
|
Designation
|
Remuneration
paid
|
|
Mr. Deepak Kumar Singal
|
Chairman and Managing Director
|
105.00
|
|
Mrs. Sunita Singal
|
Whole Time Director
|
65.00
|
|
Mr. Rishabh Gupta
|
Chief Financial Office
|
11.30
|
|
Mr. Anil Kumar
|
Company Secretary
|
7.30
|
|
Remuneration Payable to the Directors as on 31st March 2024:
[Rs. In Lakhs]
|
|
Name of Director
|
Designation
|
Remuneration
paid
|
|
Mr, Inder Dev Singh
|
Independent Director
|
2.40
|
|
Mrs. Kashish Mittal
|
Independent Director
|
2.20
|
|
Mr. Akash Singal
|
Executive Director
|
12.00
|
|
Mr. Vinod Kathuria
|
Independent Director
|
—
|
131 BOARD MEETINGS CONDUCTED DURING THE YEAR
The Board of Directors of the Company met 7 [Seven] times during the year under review. The intervening gap between the meetings was within the period as prescribed under the provisions of the Companies Act 2013.
The Board meets at regular intervals to discuss and decide on Company's business policy and strategies. The date of meetings of the Board of Directors and Committee are informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.
The notice of meeting of the Board of Directors and Committees is given well in advance to all the Directors of the Company. The agenda of the Board / Committee meetings are circulated as per the provisions of section 173 of the Companies Act 2013 and Secretarial Standard on meetings of the Board of Directors (SS-1) issued by the Institute of Company Secretaries of India ('1CS1']. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.
|
During the Financial Year 2023-24, the Board of Directors met 7 (Seven) times on:
|
| |
S. No.
|
No. of Meeting
|
Date of Meeting
|
|
|
1
|
01/2023-24
|
25.05.2023
|
|
2
|
02/2023-24
|
23-08-2023
|
|
3
|
03/2023-24
|
29-09-2023
|
|
4
|
04/2023-24
|
12-10-2023
|
|
5
|
05/2023-24
|
02-01-2024
|
|
6
|
06/2023-24
|
09.02.2024
|
| |
7
|
07/2023-24
|
26.03.2024
|
|
Some of the meetings were held through Video Conferencing as permitted under provisions of the Companies Act 2013.
The intervening gap between two consecutive meetings was within the maximum period mentioned under Section 173 of the Companies Act 2013.
|
The attendance of Directors at the Meeting of the Board of Directors for Financial Year 2023-24 is as under:
|
|
S.
No.
|
Name of Directors
|
Designation
|
No. of Board meeting Held
/
entitled to attend
|
No. of Board
meeting
Attended
|
|
1
|
Mr. Deepak Kumar Singal
|
Chairman and Mg. Director
|
7
|
7
|
|
2
|
Mrs. Sunita Singal
|
Whole Time Director
|
7
|
7
|
|
3
|
Mr. Inder Dev Singh
|
Independent Director
|
7
|
7
|
|
4
|
Mrs. Kashish Mittal
|
Independent Director
|
7
|
6
|
|
5
|
Mr. Akash Singal*
|
Executive Director
|
3
|
3
|
|
6
|
Mr. Vinod Kumar Kathuria**
|
Independent Director
|
2
|
2
|
|
* Mr. Akash Singal resigned w.e.f. 12.10.2023
** Mr. Vinod Kumar Kathuria appointed on 19.01.2024
|
14) ANNUAL EVALUATION OF THE PERFORM ANCETHE OF BOARD:
Pursuant to the provisions of the Companies Act, 2013, a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and Individual Directors. Schedule IV to the Companies Act, 2013, states that the performance evaluation of the Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria.
The Board has carried out evaluation of its own performance of all the Directors individually as well as the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders’ Relationship Committee of the Company for the financial year 2023-24. The Board has devised questionnaire to evaluate the performances of each of Executive, Non-Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:
i. Attendance at Board Meetings and Committee Meetings; ^
ii. Quality of contribution to Board deliberations;
iii. Strategic perspectives or inputs regarding the future growth of the Company and its performance;
iv. Providing perspectives and feedback going beyond the information provided by the management.
15) SEPARATE MEETING OF INDEPENDENT DIRECTORS:
As per the requirement of Schedule IV and provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 2nd January, 2024, to review, among other things, the performance of non-independent Directors and the Board as a whole, evaluation of the performance of the Chairman and the flow of communication between the Board and the management of the Company.
161 DRHP FILED WITH SEBI FOR INITIAL PUBLIC OFFER
During the year under review, the management of the company has filed DRAFT RED HERRING PROSPECTUS (DRHP) with SEBI, on 9th April, 2024, for raising funds from public to expand its business. The company decided to issue 1,44,00,000 equity shares through initial public offer, out of which fresh issue equity shares is 1,20,00,000 and 24,00,000 shares are being offered for sale from the existing holding of promoters of the company. Mr. Deepak Kumar Singal is selling 21,60,000 equity shares and Mrs. Sunita Singal, 2,40,000 equity shares. The offer is being made through book building process in accordance with Regulation 6(1) of the SEBI ICDR, Regulations, 2018.
The equity shares of the company will be listed on BSE and NSE, Stock Exchanges for which company has received in-principal approval on 26th July, 2024, from both the Stock Exchanges. The proceeds of Public issue will be utilized for repayment of borrowing, working capital requirements, issue expenses and for General Corporate purpose.
17) PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANY ACT. 2013
The loans, guarantees given or security provided or investments made by the company under Section 186 of the Companies Act, 2013, during the year have been specifically disclosed in the Notes of Financial Statement of the Company.
18) PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the related party transactions made by the Company during the financial year were in the ordinary course of business and on arm's length basis. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 are furnished in "Annexure A" (AOC-2) and form part of this report, further the details of these transactions is also provided in Notes of the standalone financial statement of the Company. The Policy on Related Party Transactions is available on the website of the Company at www.deepakbuiIders.co.in.
19) MATERIAL CHANGES AND COMMITMENTS. IF ANY
No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate as on the date of this report.
20) CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are as under:
a) Conservation of Energy/ Technology Absorption:
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company.
b) Foreign Exchange Earnings/ Outgo:
During the financial year under review, the company has not entered into any foreign exchange transaction, as a result of which the company has not earned any income or made any expenditure in terms of Foreign Exchange.
21) REPORTING OF FRAUD BY AUDITORS
During the year under review, there were no frauds reported by the Auditors, to the Audit Committee or the Board of the company as required under Section 143(12) of the Companies Act, 2013.
22) AUDITORS STATUTORY AUDITOR S
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s Parmod G Gupta & Associates, Chartered Accountants, having Firm Registration No. 018870N, was appointed as Statutory Auditors of the Company by the members in the Annual General Meeting held on 30th September, 2023, for a term of five consecutive years to hold office from the conclusion of 6th Annual General Meeting till the conclusion of the 11th Annual General Meeting of the Company. M/s Parmod G Gupta & Associates, hold a valid Peer Review certificate issued by Board of The Institute of Chartered Accountants of India, as per the requirement of Regulation 33 of the Listing Regulations.
M/s Parmod G Gupta & Associates, Chartered Accountants, (FRN:018870N) have audited the financial statements of the Company for the financial year ended March 31, 2024 and have issued the Auditor’s Report thereon. There are no qualifications or actions or adverse remarks or disclaimers in the said report.
Further, the Auditor’s Report read with the notes on financial statements are self-explanatory and hence does not call for any further comments.
COST AUDITOR'S
Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Amendment Rules, 2014, your Company is required to maintain cost records as specified by the Central Government. M/s Gurvinder Chopra and Co., Cost Accountants (Registration No. 100260) were re-appointed as Cost Auditors to conduct audit of the cost records of the Company for the financial year 2023-24.
SECRETARIAL AUDITOR S
M/s Lai Ghai & Associates, Practicing Company Secretaries were appointed as Secretarial Auditors, to conduct Secretarial Audit of the Company for financial year 2023-24. The Secretarial Audit Report is annexed herewith forming part to this Report.
231 REGISTRAR & SHARE TRANSFER AGENT
The company has appointed M/s. KFin Technologies Ltd., Hyderabad as Registrar & Share Transfer Agent for dematerialization of equity shares of the company.
241 RISK MANAGEMENT
The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of such risks. The company recognizes that risk is an integral and unavoidable component of business. The management is committed to administering the risk in a proactive and
effective manner. The Company believes that the Risk cannot be eliminated but it can be managed:
• by adopting good internal controls;
• by not entering into risky businesses;
• either avoiding the cost of trying to reduce risk or in anticipation of higher profits by taking on more risk, and;
• by following a middle path between retaining and transferring risk.
The company adopts a systematic approach to mitigate risks associated with the accomplishment of objectives, operations, revenues and compliance with the regulations. The Company believes that this would ensure mitigating steps proactively and help to achieve risk management effectively.
25) SUBSIDIARIES. fOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiaries, Associates or Joint Venture during the financial year or at any time after the closure of the financial year and till the date of this report.
26) DEPOSITS
During the year under review, your company has not accepted deposits from the public, pursuant to the provisions of Section 73 of the Companies Act, 2013, read together with the Companies (Acceptance of Deposits) Rules, 2014. However, the company has accepted loans from persons who, at the time of the receipt of amount, were directors of the company and details of the same has been disclosed in notes of financial statement of the company.
27) MATERIAL ORDERS
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
28) INTERNAL CONTROL SYSTEMS
Your Company has in place, an adequate of internal control systems, commensurate with its size, requirements and nature of its operations. These systems are designed keeping in view the nature of activities carried out by the company and its business operations. The Company has comprehensive internal control systems to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of assets and prevention and detection of frauds. The Internal Auditors monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies of the Company.
29) SEGMENT REPORTING
The Company is engaged in only one main activity of construction; therefore the segment reporting as per the requirement of AS-17, is not applicable.
30) THE INSOLVENCY AND BANKRUPTCY CODE. 2016
There were no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or any other Courts during the year under review;
During the year under review, there was no instance of one-time settlement with any Bank or Financial Institution.
31) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Company is committed to provide work environment that ensures every employee is treated with dignity and respect. All employees are encouraged to reinforce the maintenance of a work environment free from sexual harassment. The Company will not tolerate any form of sexual harassment and is committed to take all necessary steps to ensure that its employees should not be subject to any form of harassment on the basis of their gender.
The Company has constituted a complaints committee for redressal of sexual harassment complaint (made by the victim) and for ensuring time bound treatment of such complaints. The company has not received any complaint on sexual harassment during the year.
32) VIGIL MECHANISM
The Company has place a Vigil Mechanism policy, to provide adequate safeguards against victimization of directors and employees, who report genuine concerns in line with Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and it powers) Rules, 2014. The Vigil Mechanism/ Whistle Blower Policy of the Company can be accessed on the Company’s website at www.deepakbuilders.co.in.
During the year under review, your Company has not received any complaint in this regard.
33) COMPLIANCE OF SECRETARIAL STANDARDS
The Board confirms that during the period under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("ICS1”).
34) ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the assistance and cooperation received from Banks, Government Authorities, customers, vendors and all other business associates, consultants during the period under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Company's executives, staff and workers.
Your Directors wish to convey their gratitude and appreciation to all the employees of the Company posted at all its locations for their tremendous personal efforts as well as collective dedication and contribution to the Company’s performance. Your Directors would also like to thank the shareholders for their continued support extended to the Company and the Management.
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