To,
The Members,
Your directors are pleased to present the 15th Annual Report on the business and operations of the Company and the financial results for the year ended 31st March, 2024.
1. FINANCIAL PERFORMANCE
(Amount in Hundreds)
During the year under the review, Revenue from operations of the Company stood at Rs. 1962.91 Lakhs as against the turnover from operations of Rs. 1504.31 Lakhs in the previous year. Net profit for the period stood at Rs. 238.07 Lakhs as against Rs. 173.33 Lakhs in the previous year.
KEY PROJECTS:
2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
There are no significant material changes and commitments affecting financial position of the company between 31st March, 2024 and the date of Board's Report.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY
The company has not changed the nature of business during the financial year under review.
4. DIVIDEND
With a view to conserve the resources of the Company, Your Directors do not propose to recommend any dividend. These retained earnings can be utilized in future for financing expansion programmes and for meeting the fixed or working capital needs of the Company.
5. TRANSFER TO RESERVES
Your Company proposes to transfer Rs. 238.07 Lakhs to the General Reserve.
6. MEETINGS
A. BOARD MEETINGS
During the year, Nine Board Meetings were held. The details are as mentioned below:
B. COMMITTEE MEETINGS:
AUDIT COMMITTEE MEETINGS
During the year, Three Audit Committee Meetings were held. The details are given as under:
NOMINATION AND REMUNERATION COMMITTEE
During the year, Four Nomination and Remuneration Committee Meetings were held. The details are given as under:
7. COMPOSITION OF COMMITTEES
The composition, terms of reference and other details of all Board level committees have been elaborated below:
A. AUDIT COMMITTEE
BRIEF DESCRIPTION AND TERMS OF REFERENCE
DRA Consultants Limited has a qualified and Independent Audit Committee. During the year under review, there was no change in the composition of the Audit Committee
COMPOSITION AND MEETING:
Composition of Audit Committee as on 31st March, 2024:
The Audit Committee invites such executives of the Company as it considers appropriate to be present at its meetings. The representatives of the Statutory Auditors and Internal Auditors are also invited to the Audit Committee meetings. The Company Secretary of the Company acts as the Secretary to the Audit Committee.
POWERS OF THE AUDIT COMMITTEE
The Audit Committee has adequate powers to play an effective role as required under the provisions of the Act and the Listing Regulations and to review the mandatory applicable information.
The Audit Committee shall have powers which shall include the following:
1. To investigate any activity within its terms of reference.
2. To seek information from any employee.
3. To have full access to information contained in the records of the Company.
4. To obtain outside legal or other professional advice.
5. To secure attendance of outsiders with relevant expertise, if it considers necessary.
The Audit Committee shall mandatorily review the following information:
a. Management discussion and analysis of financial condition and results of operations;
b. Statement of significant related party transactions (as defined by the audit committee), submitted by management;
c. Management letters / letters of internal control weaknesses issued by the statutory auditors;
d. Internal audit reports relating to internal control weaknesses; and
e. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee
f. statement of deviations:
i. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
ii. annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).
The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of the Committee, reasons for disagreement shall have to be incorporated in the minutes of the Board Meeting and the same has to be communicated to the shareholders. The Chairman of the Audit committee has to attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit.
The role of the Audit Committee not limited to but includes:
1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible
2. Recommending to the Board, the 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, if any, 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 of audit findings;
e. Compliance with listing and other legal requirements relating to financial statements;
f. Disclosure of any related party transactions;
g. Qualifications in the draft audit report.
5. Reviewing, with the management, the half yearly 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, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ Prospectus/ Draft 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. Review and monitor the auditor's independence, performance and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company, 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 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 nonpayment of declared dividends) and creditors;
18. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases
19. Call for comments of the auditors about internal control systems, scope of audit including the observations of the auditor and review of the financial statements before submission to the Board;
20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate;
21. To review "Internal Controls to prevent Insider Trading" and shall review compliances with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 at least once in a financial year and shall verify that the systems for internal control are adequate and are operating effectively.
22. To carry any other duties as may be required under the SEBI (Listing Obligation & Disclosures Requirements) Regulations, 2015 and the Companies Act, 2013 and rules made thereunder and delegated by the Board of Directors from time to time.
B. NOMINATION AND REMUNERATION COMMITTEE
During the year under review, there was no change in the Composition of Nomination and Remuneration Committee and it consists only of Non-Executive Independent Directors as per the provisions of Section 178 of the Act and the rules made thereunder and Regulation 19 of Listing Regulations.
COMPOSITION:
Composition of Nomination and Remuneration Committee as on 31st March, 2024
The Terms of reference and role of Nomination and Remuneration Committee covers the area as under:
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, senior management personnel and other employees. 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.
2. Formulation of criteria for evaluation of performance of independent directors and the board of directors;
3. Devising a policy on diversity of board of directors;
4. 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;
5. 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;
6. Recommend to the board, all remuneration, in whatever form, payable to senior management;
7. Support the Board and Independent Directors in evaluation of the performance of the Board, its committees and individual directors;
8. To carry any other duties as may be required under the SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015 and the Companies Act, 2013 and rules made thereunder or as may be delegated by the Board of Directors from time to time.
PERFORMANCE EVALUATION
In terms of the provisions of the Act, Listing Regulations and as per the recommendation of the Nomination and Remuneration Committee, Board has adopted a formal mechanism for evaluating its performance, as well as that of its committees and individual directors. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & Committees, experience & competencies, leadership attribute of the directors through vision and values, strategic thinking and decision making, commercial and business acumen, contribution to resolution of divergent views, proactive participation, time commitment, teamwork skills and adequacy of business strategy.
NOMINATION AND REMUNERATION POLICY
INTRODUCTION
This policy on Nomination and Remuneration of Directors, Key Managerial Personnel ("KMP"), Senior Management Personnel ("SMP") and other employees has been formulated in terms of the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), as amended from time to time, in order inter-alia to pay equitable remuneration to Directors, KMPs, SMP and other employees of the Company. This policy shall act as guidelines on matters relating to the remuneration, appointment of the Directors, Key Managerial Personnel and Senior Management Personnel and other employees.
APPLICABILITY
DEFINITIONS
In this policy unless the context otherwise requires a) "Act" means Companies Act, 2013 and rules made thereunder, as amended from time to time. b) "Company" means DRA Consultants Limited. c) "Board" means Board of Directors of DRA Consultants Limited.
d) "Committee" means Nomination and Remuneration Committee of the Company as constituted by the Board from time to time.
e) "Key Managerial Personnel" or "KMP" means Managing Director, Whole-time Director, Chief Executive Officer, Chief Financial Officer, Company Secretary and such other persons who may be deemed to be KMP under the Companies Act, 2013.
f) "Senior Management Personnel" means officers/ personnel of the Company, who are members of its core management team excluding Board of Directors and shall comprise all members of management one level below the Chief Executive Officer/ Managing Director/ Whole Time Director/ Manager (including Chief Executive Officer/ Manager, in case they are not part of the Board) and shall include Functional head, Company Secretary and Chief Financial Officer.
ROLE OF THE NOMINATION AND REMUNERATION COMMITTEE:
Nomination and Remuneration Committee shall govern the following:
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 Senior Management Personnel and other employees. 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:
use the services of an external agencies, if required;
consider candidates from a wide range of backgrounds, having due regard to diversity; and consider the time commitments of the candidates.
2. formulation of criteria for evaluation of performance of independent directors and the board of directors;
3. devising a policy on diversity of board of directors;
4. 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;
5. 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;
6. recommend to the board, all remuneration, in whatever form, payable to senior management;
7. support the Board and Independent Directors in evaluation of the performance of the Board, its committees and individual directors;
8. To carry any other duties as may be required under the SEBI (Listing Obligation & Disclosures Requirement) Regulations, 2015 and Companies Act, 2013 and rules made thereunder or as may be delegated by the Board of Directors from time to time.
CRITERIA FOR SELECTION OF CANDIDATES FOR MEMBERSHIP ON THE BOARD OF DIRECTORS, KMP'S AND SENIOR MANAGEMENT PERSONNEL
a. General Criteria
A person to be appointed as Director, KMP or Senior Management Personnel should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient/ satisfactory for the concerned position.
Further, person to be appointed/ re-appointed as director should:
- be an individual of the highest integrity and have an inquiring mind, a willingness to go into details and the ability to work well with others;
- be free of any conflict of interest that would violate any applicable law or regulation or interfere with the proper performance of the responsibilities of a director;
- be willing and able to devote sufficient time to the affairs of the Company and be diligent in fulfilling the responsibilities of a director;
- have the capacity and desire to represent the best interests of the stakeholders as a whole; and
- not be disqualified under the provisions of the Companies Act, 2013 and applicable rules and regulations. b. Specific Criteria
In addition to the aforesaid, the Nomination and Remuneration Committee may, if it deems fit, advise from time to time, develop specific criteria outlining the qualification, skills, experience, expertise, backgrounds, and other characteristics that should be represented on the Board to enhance its effectiveness. Any such criteria should take into account the particular needs of the Company based on its business, size, ownership, growth objectives, community, customers and other characteristics and should be adjusted as these Company's characteristics evolve.
POLICY ON REMUNERATION
The remuneration policy of the Company reflects the Company's objectives for good corporate governance as well as sustained long- term value creation for shareholders and guided by a common reward framework and set of principles and objectives as more fully and particularly envisaged under Section 178 of the Act, inter-alia principles pertaining to determining qualifications, positive attributes, integrity and independence etc. Remuneration policy of DRA Consultants is as follows:
A. Executive Directors' Remuneration
1. At the time of appointment or re-appointment, Managing Director and the Executive Directors of the Company i.e., Whole-time Director as defined in the Companies Act, 2013 by whatever name may be called (hereinafter known as Executive Directors) shall be paid such remuneration as may be proposed by Nomination and Remuneration Committee and subsequently approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013.
2. The remuneration shall be subject to the approval of the Members of the Company at its General Meeting, wherever required under the provisions of the Companies Act, 2013 and rules made there under or under the provision of any other laws as may be applicable.
3. The remuneration of the Executive Directors is broadly a gross remuneration comprises of basic salary, allowances, perquisites, amenities and retiral benefits.
4. In determining the remuneration (including the element as defined in clause 3) the Nomination and Remuneration Committee shall ensure/ consider the following:
I. Remuneration shall be evaluated annually against performance industry benchmarks and current trends.
II. Balance between fixed and incentive pay reflecting short- and long-term performance objectives, appropriate to the working of the Company and its goals.
III. Responsibility required to be shouldered by the Executive Directors, the industry benchmarks and the current trends.
IV. The Company's performance vis-?-vis the annual budget achievement and individual performance vis- ?-vis the KRAs / KPIs.
5. Minimum remuneration to Executive Directors if in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Executive Directors in accordance with the provision of the Companies Act, 2013 and rules made thereunder.
B. Remuneration for Non-Executive Directors
Non-Executive members of the Board shall be entitled for sitting fees for attending the meetings of the Board or committees thereof. The sitting fee will be fixed by the Board of Directors from time to time in accordance with the provisions of the Companies Act, 2013 and other applicable rules and regulations. Non-Executive directors shall not be entitled to any fixed or monthly salary or other remuneration.
C. Remuneration policy for the Key Managerial Personnel, Senior Management Personnel and other employees.
The KMP (Except for Managing Director and Whole time Director), Senior Management Personnel and other employees of the Company shall be paid monthly remuneration as per the Company's HR policies and/ or as may be approved by the Committee.
In determining the remuneration to Key Managerial Personnel, Senior Management Personnel and other employees the following shall be considered:
i. the relationship of remuneration and performance benchmark is clear;
ii. the balance between fixed and incentive pay reflecting short- and long-term performance objectives, appropriate to the working of the Company and its goals;
iii. the Company shall follow a compensation mix of fixed component and variable component. Fixed Component comprises salaries, perquisites and retirement benefits and a variable component comprises performance bonus and may include:
Short-term incentives, based on the achievement of a number of individuals, pre- defined financial and strategic business targets.
Long-term incentives in the form of stock options, promoting a balance between short- term achievements and long-term thinking, in accordance to various applicable laws.
Pension contributions, made in accordance with applicable laws and employment agreements.
Severance payments in accordance with termination clauses in employment agreements. Severance payments shall comply with local legal framework. iv. the remuneration including annual increment and performance bonus is decided based on the criticality of the roles and responsibilities, the Company's performance vis-?-vis the annual budget achievement, individuals' performance vis-?-vis KRAs / KPIs, industry benchmark and current compensation trends in the market. The Benchmark information is obtained from recognized compensation service consultancies, whenever required.
BRIEF TERMS OF EMPLOYMENT AND DETAILS OF REMUNERATION PAID TO THE EXECUTIVE DIRECTORS DURING THE YEAR ENDED MARCH 31, 2024
The aforementioned directors' remuneration is pursuant to recommendation of the Nomination and Remuneration Committee, approval of the Board and shareholders in compliance with the provisions of the Act and Listing Regulations.
C. STAKEHOLDER'S RELATIONSHIP COMMITTEE
The Board has delegated the powers to a committee to approve transfer/transmission of shares, considering and resolving the grievances, to oversee the performance of the Registrar & Share Transfer Agent, Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading and to attend all other matters related thereto:
COMPOSITION
Composition of Stakeholder's Relationship Committee as on 31st March, 2024:
During the period no meetings were held.
The Terms of reference and role of Stakeholders' Relationship Committee covers the area as under: 1. Resolving the grievances of the security holders of the Company 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 Company in respect of various services being rendered by the Registrar & Share Transfer Agent.
4. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.
5. To carry any other duties as may be required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 and rules made thereunder and delegated by the Board of Directors from time to time.
Shareholders grievances/ complaints received and resolved during the year:
D. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
The company has not crossed the threshold limit as prescribed under section 135 of the Companies Act, 2013, hence has not been constituted the Corporate Social Responsibility Committee for the year.
8. DIRECTORS AND KEY MANAGERIAL PERSONS:
A. COMPOSITION OF THE BOARD:
-RETIREMENT BY ROTATION
Pursuant to provisions of the Companies Act, 2013, Mr. Aditya Dinesh Rathi (DIN: 08012021) Director will retire at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.
B. COMPOSITION OF KEY MANAGERIAL PERSONNEL
The details of the Key Managerial personnel of the Company are as tabled below:
9. GENERAL BODY MEETINGS
DETAILS FOR THE LAST THREE ANNUAL GENERAL MEETINGS ("AGM")
10. MEANS OF COMMUNICATION
11. GENERAL SHAREHOLDER INFORMATION
ANNUAL GENERAL MEETING
Date and Time: Monday, September 30, 2024 at 10:00 A.M. Venue: At the Registered Address of the company
FINANCIAL YEAR
Being SME Listed Company, the provision of Quarterly results is not applicable. The half yearly unaudited results are declared within forty-five days following each half year, and the annual financial results within sixty days from the end of the financial year.
DIVIDEND PAYMENT DATE N.A.
LISTING ON STOCK EXCHANGES
The equity shares of DRA Consultants Systems are listed and traded on Bombay Stock Exchanges (BSE Limited), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 having Scrip Code 540144.
The annual listing fee for the F.Y. 2023-24 & F.Y. 2024-25 has been paid within the scheduled time to BSE.
MARKET PRICE DATA: HIGH, LOW DURING EACH MONTH IN FINANCIAL YEAR ENDED MARCH 31, 2024
The monthly high and low quotations of DRA Consultants Limited equity shares traded on BSE during each month in the financial year ended March 31, 2024, in comparison with BSE Sensex, are as follows:
SHARE TRANSFER SYSTEM
As per SEBI norms, all requests for transfer of securities shall be processed only in dematerialized form. Further vide circular dated January 24, 2022, SEBI has notified that all requests for duplicate issuance, splitting and consolidation requests too will be processed in demat mode only.
Transfer of Equity Shares in dematerialized form are done through depositories with no involvement of the Company/ the registrar and share transfer agent. The registrar and share transfer agent of DRA Consultants Limited periodically receives the details of beneficiary holdings from depositories
DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2024
CATEGORY WISE SHAREHOLDING AS ON MARCH 31, 2024
DEMATERIALISATION OF SHARES
Shareholders seeking dematerialisation of their shares need to approach their Depository Participants (DP) with whom they maintain a demat account. The DP will generate an electronic request and will send the physical share certificate along with demat request form to the Registrar and Share Transfer Agent (the "Registrar") of the Company.
Upon receipt of the request and share certificate, the Registrar will verify the same and will confirm the demat request. On confirmation, the demat account of the respective shareholder will be credited with equivalent number of shares. In case of rejection of the request, the same shall be communicated to the shareholder through their respective DPs.
About 99.99% of the issued and paid-up share capital of the Company has been dematerialised up to financial year ended March 31, 2024. The International Securities Identification Number (ISIN) of the Company is INE746V01016. The equity shares of the Company are traded on BSE throughout the year under review and were not suspended from trading at any time during the year.
OUTSTANDING GDRS/ ADRS/ WARRANTS OR ANY CONVERTIBLE INSTRUMENTS, CONVERSION DATE AND LIKELY IMPACT ON EQUITY
DRA Consultants Limited has not issued any GDRs/ ADRs. There were no outstanding convertible warrants as on financial year ended March 31, 2024.
12. ADDRESS FOR CORRESPONDENCE
DRA Consultants Limited
Registered & Corporate Office
58, Ingole Nagar, Wardha Road, Nagpur-440005
Email: investors@dra.net.in
Branch Locations
a) Indore:
Add: 215-A, Telephone Nagar Extension,
Near Mahidpurwala House,
Indore Madhya Pradesh-452016
b) Pune:
Water Treatment Plant,
Sector 23, Near Appu Ghar,
Nigdi, Pune- 411044
c) Chennai:
R/o Flat H. No.: 4/37,
2nd Floor, Mahalaxmi Street,
T Nagar, Chennai-600017
d) Mumbai:
103, Anunagar, Waghbil, Kavesar,
Ghodbandar Road, Thane(W) - 400615
Maharashtra, India
e) Guwahati (Assam):
H. No. 55c, Piyali Phukan Road, Rehabari,
Guwahati - 781008, Assam, India
Address For Other Correspondence
For any assistance regarding dematerialisation of shares, share transfers, transmissions, change of address, non-receipt of dividend or any other query relating to shares:
Registrar and Share Transfer Agent
Bigshare Services Pvt. Ltd
S6-2, 6th Floor, Pinnacle Business Park,
Next to Ahura Centre, Mahakali Caves Road,
Andheri (East) Mumbai 400093
Phone: +9122-62638200, Fax No.: +9122-62638299
Email: info@bigshareonline.com
Website: www.bigshareonline.com
13. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received declarations from all the Independent Directors of the Company as per the provisions of Section 149 subsection (7) of the Companies Act, 2013, confirming that they meet the criteria of independence as prescribed both under Section 149 sub-section (6) of the Companies Act, 2013 read with the Rule 4 of Companies (Appointment and Qualification of Directors) Rule, 2014 and the SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015.
14. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Further, enclosing Form AOC-2 in "ANNEXURE I".
15. CHANGES IN SHARE CAPITAL
There is no Change in the Share Capital structure of the Company. The Share Capital structure at March 31, 2024 stood as mentioned below:
16. STATUTORY COMPLIANCE, PENALTIES AND STRICTURES
During the year under review, there were no penalties imposed on DRA Consultants Limited for any non-compliance by Stock Exchanges, SEBI or any other statutory authority on matters related to capital markets during the last three years.
17. VIGIL MECHANISM
In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the Company has adopted a Vigil mechanism/Whistle Blower Policy.
The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct policy.
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.
The mechanism provides for adequate safe-guards against victimization of Directors and employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations about a personal situation.
18. COMPLIANCE WITH MANDATORY REQUIREMENTS AND ADOPTION OF NON-MANDATORY
REQUIREMENTS OF REGULATION 27(1) READ WITH PART-E OF SCHEDULE-II OF THE LISTING REGULATIONS
Being SME Listed Company Regulation 27 of SEBI LODR is not applicable to the company.
19. CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE REGARDING NON-DISQUALIFICATION OF DIRECTORS
M/s. Kunal Dutt & Associates has issued a certificate under the Listing Regulations, confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Director of Company by SEBI, Ministry of Corporate Affairs or any such statutory authority. The said certificate is enclosed as ANNEXURE-VI to this report.
20. WEB LINK WHERE POLICY FOR DETERMINING ‘MATERIAL' SUBSIDIARIES IS DISCLOSED
In terms of the provisions of Listing Regulations, your Company has a policy for determining Material
Subsidiary and such policy is available on the Company's website at the link: https://www.dra.net.in/wp-content/uploads/2022/10/8.-Policy-on-Material-Subsidiaries.pdf
21. WEB LINK WHERE POLICY ON DEALING WITH RELATED PARTY TRANSACTIONS
In compliance of the provisions of Listing Regulations, the policy on dealing with Related Party Transactions has been uploaded on the website of the Company at the following link: https://www.dra.net.in/wp-content/uploads/2023/02/7.-Policy-on-Related-Party-Transaction.pdf
22. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors confirm that:
a) in the preparation of the annual accounts for the year ended 31st March, 2024 the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) 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 at the end of the financial year 31st March, 2024 and of the loss of the company for that period.
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts for the period ended 31st March, 2024 on a going concern basis.
e) 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.
23. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company has no subsidiaries, joint ventures and associate companies during the year.
24. EXTRACT OF ANNUAL RETURN
The Annual Return of the Company as on March 31, 2024 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.dra.net.in/.
25. PARTICULARS OF EMPLOYEES
The details pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as
ANNEXURE II.
Further during the year under review, none of the employees were entitled to receive remuneration exceeding the prescribed limit set under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
26. REGISTRAR AND TRANSFER AGENT
The Board had appointed M/s. Bigshare Services Private Limited as Registrar and Transfer Agent (RTA) at their meeting held on 25th August, 2016. The Company's Registrar & Share Transfer Agents,
M/s. Bigshare Services Private Limited is fully equipped to carry out the transfers of shares and redress Investor complaints.
27. AUDITORS
A. STATUTORY AUDITORS:
M/s K N D & Associates, FRN 112180W Chartered Accountants, Nagpur were appointed as Statutory Auditors of your Company in the Annual General Meeting (AGM) held on 30th September, 2021 for a term of 5 (Five) consecutive years to hold office till the conclusion of the 17th Annual General Meeting of the Company to be held in the Calendar year 2026.
AUDITOR'S REPORT:
The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. However, the Report is self-explanatory and does not require any comments or clarification.
B. SECRETARIAL AUDITOR
The Board has appointed M/s. Kunal Dutt & Associates, Practicing Company Secretaries, to conduct Secretarial Audit of the Company for the financial year ended 31st March, 2024 in compliance with the provisions of Section 204 of the Companies Act, 2013.
The report of the Secretarial Audit Report in Form MR-3 is enclosed as "ANNEXURE III" to this Report.
C. INTERNAL AUDITOR
In accordance with the provisions of Section 138 of the Act and rules made thereunder, the Board of Directors of the Company has appointed M/s D N Tonpe & Co. Chartered Accountant Registration No. 111019W as an Internal Auditor to conduct the Internal Audit of the Company.
The Board has appointed M/s D N Tonpe & Co., Chartered Accountant (FRN: 111019W) as Internal Auditor to conduct the Internal audit of your Company for the financial year 2023-24.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO
Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Rule 8 of the Companies (Accounts) Rules, 2014 is annexed and marked "ANNEXURE IV" and forms part of this Report.
29. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS:
The Company has effective ‘internal financial controls' that ensure an orderly and efficient conduct of its business, including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.
30. THE DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE
No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future during the year under review.
31. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY
There were no material changes and commitments in the business operations of the Company from the Financial Year ended 31st March, 2024 to the date of signing of the Director's Report.
32. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED:
Your Company has not given any loan or guarantee to any person or body corporate nor invested in anybody corporate during the Financial Year under review pursuant to Section 186 of Companies Act, 2013.
33. RISK MANAGEMENT
The Board has formally adopted steps for framing, implementing and monitoring the risk management plan for the Company by way of Risk Management Policy. The Board is very vigilant in working and also have proper internal control systems to minimize the operational and business risk. Company also encourages Whistle Blower system in the company.
34. FORMAL ANNUAL EVALUATION
Your Company has devised a Policy for selection of Directors, determining independence of Directors and for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.
35. DECLARATION WITH THE COMPLIANCE WITH THE CODE OF CONDUCT BY MEMBERS OF
THE BOARD AND SENIOR MANAGEMENT PERSONNEL
The Company has complied with the requirements about code of conduct for Board members and Sr. Management Personnel.
The Board has laid down a Code of Conduct for all Board members and senior management personnel of the Company, which is available on DRA Consultants Limited's website at https://www.dra.net.in/wp-content/uploads/2022/10/4.-Code-of-Conduct-%E2%80%93-Board-Senior-Management.pdf
The Company has obtained confirmations for the compliance with the said code from all its Board members and senior management personnel for the year ended March 31, 2024.
A declaration to this effect given by Mr. Aditya Rathi, Managing Director of the Company, is annexed and marked "ANNEXURE V" and forms part of this Report.
36. MECHANISM FOR BOARD EVALUATION
SEBI (LODR) Regulations, 2015 states that the board shall monitor and review the board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. The Schedule IV of 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 Directors evaluation was broadly based on the parameters such as understanding of the
Company's vision and objective, skills, knowledge and experience, participation and attendance in Board/ Committee meetings; governance and contribution to strategy; interpersonal skills etc. The Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Board Committees. A meeting of the Independent Directors was also held which reviewed the performance of Non-Independent Directors, Chairman and the quality, quantity and time lines of flow of information between the Company management and Board.
37. CORPORATE GOVERNANCE
Since the Company has listed its securities on SME platform of BSE Limited, the provisions of Corporate Governance as specified in regulations of SEBI (LODR) Regulation, 2015 are not applicable to the Company for the financial year ended 31st March 2024.
38. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013 (SHWWA):
Your Company is committed to providing a work environment that is professional and mature, free from animosity and one that reinforces the value of integrity that includes respect for the individual. The Company has always believed in providing a safe and harassment free workplace for every individual working in the Company's premises through various interventions and practices. The
Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. The Policy aims to develop a harmonious and productive working environment free from sexual harassment. The Company also ensures all allegations of sexual harassment are investigated and dealt with effectively and appropriately.
39. SECRETARIAL STANDARDS
Your company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.
40. GENERAL
Your directors state that no disclosure or reporting is required in respect of the following item as there were no transactions on these items during the year under review:
1. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries as the company has no subsidiaries.
41. OTHER DISCLOSURES
During the financial year under review:
42. ACKNOWLEDGMENT
The Board of Directors are pleased to place on record their appreciation of the co-operation and support extended by ICICI Bank Limited, various State and Central Government agencies, Stock Exchange and other Agencies. The Board would like to thank the Company's shareholders, Customers, Service providers for the support and the confidence, which they have reposed in its management. The Board also wishes to place on record its highest appreciation of the valuable services rendered by all the employees of the Company.