you are here:

P C Products India Ltd.

BSE Live

Dec 08, 16:00
25.95 0.40 (1.57%)
Volume
AVERAGE VOLUME
5-Day
347
10-Day
513
30-Day
1,262
444
  • Prev. Close

    25.55

  • Open Price

    25.00

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    0.00 (0)

NSE Live

(%)
Volume
No Data Available
  • Prev. Close

  • Open Price

  • Bid Price (Qty.)

    ()

  • Offer Price (Qty.)

    ()

P C Products India is not listed on NSE

Annual Report

For Year :
2018 2015 2014

Director’s Report

DIRECTORS'' REPORT

The Directors have pleasure in presenting the 22nd (Twenty Second) Directors Report on the business and operations of your Company along with the Audited Financial Statements, for the Financial Year ended March 31, 2018.

FINANCIAL SUMMARY

Amount in INR

Particulars

Consolidated

2017-2018

Standalone

2017-18

Consolidated

2016-17

Standalone

2016-2017

Income

6448639

6167239

12943586

12943586

Expenditure

17560224

16382643

18791996

16140697

Provision for Current Tax (MAT)

-

-

-

-

MAT Credit Entitlement

-

-

-

-

Differed Tax

-621568

-

7228586

-

Profit for the year

-10490017

-10215404

-13076996

-3197111

REVIEW OF OPERATIONS

The Total Revenue of the Company for the financial year under review on consolidated basis was INR 64,48,639/- as against INR 129,43,586/- for the previous financial year. The Company recorded a Net Loss of InR 104,90,017/- for the Financial Year 2017-18 as against the Net Loss of INR 130,76,996/- for the Previous Year.

On Standalone basis, the Total Revenue of the Company for the Financial Year 2017-18 was INR 61,67,239/-as against INR 129,43,586/-for the Previous Financial Year. The Net Loss for the Financial Year 2017-18 is INR 102,15,404/- as against the Net Loss of INR 31,97,111/- for the Previous Year.

The Company has not yet started its activities on full-fledged. The management has been taking all steps to start all activities in near future and generate more revenue.

CAPITAL STRUCTURE Authorized Share Capital

During the Financial year, the Authorized Share Capital of the Company was increased from INR 13,00,00,000/divided into 1,30,00,000 Equity Shares of INR 10/- to INR 16,00,00,000/- divided into 1,60,00,000 Equity Shares of INR 10/- each on 27th September, 2017.

Paid up Capital (Considering only Equity Share Capital of the Company)

During the Financial year, the Paid up Capital of the Company has increased from INR 10,25,87,060/- divided into 1,02,58,706 Equity Shares of INR 10/- each to INR 11,75,87,060/- divided into 1,17,58,706 Equity Shares of INR 10/- each.

- The Company has allotted 8,00,000 Equity Shares to Non Resident Indians (NRIs) on Preferential Basis on 17thNovember, 2017.

- The Company has allotted 10,00,000 Convertible Equity Share Warrants to Promoters of the Company on Preferential Basis on 24th January, 2018.

- The Company has allotted 27,50,000 Convertible Equity Share Warrants to Non-Promoters of the Company on Preferential Basis on 17th November, 2017. Out of which, 7,00,000 Convertible Equity Share Warrants were converted into Equity Shares on 24th January, 2018.

Shareholders in the Last 21st Annual General meeting held on Wednesday, the 27th day of September, 2017 have consented for issuance of ESOPS in terms of SEBI (Share Based Employee Benefits) Regulations, 2014 and they are yet to be acted upon.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT

The Company has converted further 4,55,000 Convertible Equity Share Warrants into Equity Shares on 04th May, 2018, leading to increase in Paid up Capital to INR 12,21,37,060 divided into 1,22,13,706 Equity Shares of INR 10/- each.

REGULATORY AFFAIRS BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT

The following were the regulatory affairs occurred as on the date of Board''s Report -

- As per SEBI Circular No. IMD/FPIC/CIR/P/2018/61 dated 5th April, 2018, the Central Depository Services (India) Limited (CDSL) was appointed as the Designated Depository for the purpose of Monitoring the Foreign Investment Limits in the Company.

- As per SEBI Circular No. SEBI/H0/CFD/DCR1/CIR/P/2018/85 dated 28th May, 2018, the Central Depository Services (India) Limited (CDSL) was appointed as the Designated Depository for the purpose of System Driven Disclosures in Securities Market for the Company.

GREEN INITIATIVE

Securities and Exchange Board of India (SEBI) has vide its circular No. SEBI/HO/MIRSD/DOP1/ CIR/P/2018/73 dated 20th April, 2018 mandated that all the shareholders, whose ledger folio do not have or having incomplete details with respect to their PAN and Bank particulars, must submit the same to the Registrar and Transfer Agent (RTA)or the Company.

Your active co-operation is required in this regard and in order to be a part of the green initiative, to help in conserving trees for a greener India and to enable the Company to disseminate to you all the requisite documents and information electronically, i.e. through emails and make payments of dividend directly into your bank account, you are requested:-

a. To provide your PAN and bank details as required by SEBI. For crediting your dividend amount directly into your bank account through National Automated Clearing House (NACH), a separate form is attached for providing your bank details, kindly fill and sign the form and submit with RTA/Company (for shares heldin physical form) or with your depository participant(for shares held in demat form), as the case may be, along with requisite documents mentioned in the form, within stipulated time.

b. To register or update your e-mail address by filling in and signing the attached form and submit with RTA/Company (for shares held in physical form) or with your depository participant (for shares held in demat form), as the case may be, along with requisite documents mentioned in the form, within stipulated time.

Kindly note that it is mandatory for the Company to mention your bank details on the dividend payment instrument, in case where NACH details are not registered with the Company / RTA.

DIVIDEND

The Company is in its revival process and hence, no dividend is being declared for the year.

TRANSFER TO GENERAL RESERVES

In view of the losses incurred by the Company during the year, the Board of Directors did not propose to transfer any amount to reserves for the period under review.

COMPANY''S OPERATIONS

The Company is into the business of Health Care diversified into the following areas:

- Out-Patient Consultancy Division in name of ORIGIN HOSPITALS

- Diagnostics and Bio R&D Lab

- Pharmacy

- Stem Cell - Lab, Research and Therapy

- Research and Development in Bio-technology

- New Drug Discovery including New Molecular Entity (NME - Pro Drug)

- Contract Research Organization (CRO) related activities

- Academic Services like Courses / Lectures / Seminars on Biotechnology, Pharma, Stem Cell Research and therapy, Clinical Research and animal studies etc.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the period under review and the date of Board''s Report there was no change in the nature of Business. PATENTS FILED OR ASSIGNED IN THE NAME OF COMPANY

Application Number

Title

Patent No. / Status

201741042838

Bioengineered humanized endocrine neo-organ using decellularized spleen matrices

PCT/IN2018/050183

201741040487

A Unique Prognostic panel of miRNAs in combination with viral load for assessment of disease status, therapeutic response and relapse in HCV patients

PCT/IN2018/050184

201641035316

Drug conjugated ultra-small nanoparticle for effective killing of drug resistant cancer cells

PCT/IB2017/056384

201741026728

A neural conduit to reconstitute and regenerate the degenerated or damaged nervous system

In the process of PCT filing

201841012280

Method of MRI-based cellular imaging using differential fractionation of bimetallic FeGdO3 nanoparticles

In the process of PCT filing

201641038276

Decellularized liver as a natural 3D-bucket culture system

In the process of PCT filing

CHANGE OF NAME OF THE COMPANY

The Name of the Company was changed from PC PRODUCTS INDIA LIMITED to DR HABEEBULLAH LIFE SCIENCES LIMITED vide Fresh certificate of Incorporation obtained from Registrar of Companies, Hyderabad, Telangana State, India dated 25th October, 2017.

AGREEMENTS SIGNED DURING THE YEAR

- The Company had entered into a Collaborative Agreement with its Subsidiary, Krisani Bio Sciences Private Limited for further development of Wilson Disease Molecule on revenue sharing basis on 23rd August, 2017.

- The Company has terminated an Agreement entered with its Subsidiary, Krisani Bio Sciences Private Limited on 17th November, 2017 {Initially entered on dated 25th March, 2017 for further development of NASH (Fatty Liver) Molecule}

- The Company has entered into a Collaborative Agreement with Centre for Liver Research And Diagnostics (CLRD) to use their land, building, equipment and other facilities to run business of Hospital, Diagnostics, Pharmacy, Stem cell and other bio-technology laboratories on revenue sharing basis dated 27th May 2017.

REPORT ON SUBSIDIARIES / ASSOCIATES / JOINT VENTURES

Subsidiaries - The Company has one Subsidiary - Krisani Bio Sciences Private Limited, India.

Krisani Bio Sciences Pvt. Ltd (Krisani Bio), is an innovative biopharmaceutical Company with focus on large unmet medical and market needs with reduced risk and high reward molecules.

The division is currently working on 5 therapeutic areas of Wilson''s disease, Non-Alcoholic Steatohepatitis (NASH), Neuropathic Pain, Cardiovascular Diseases, Cystinosis, Huntington''s disease and has been granted 12 international patents. Most of the above molecules have the ability to qualify for 505(b) 2 approval process as per USFDA. Adopting the concept of prodrug and selection of orphan drugs enables Less time frame, cost, and regulatory hurdles in comparison with New Chemical Entities.

The new drug discovery and development process of Dr Habeebullah Life Sciences is based on IP protected, low risk innovative platform. This, coupled with the strategy of selecting orphan drug category for the product portfolio gives the Company an added advantage to commercialize its NME''s at a proof-of-concept stage.

A statement containing salient features of the financial statements of the subsidiaries in the prescribed format Form AOC-1 is appended as Annexure I to the Director''s Report. The statement also provides details of performance and financial position of the subsidiary.

As required under Section 136 of the Companies Act, 2013 the audited financial statements including the consolidated financial statements and related information of the Company and Audited Accounts of Subsidiary are available on the website http://www.drhlsl.com/investor/financials/#1514180834590-5156aacd-d874. These documents will also be available for inspection during the business hours at the registered office of the Company and any member, who wishes to get copies of such financial statements, may write to the Company for such requirement.

Associates / Joint Ventures - Further, the Company has no Associates nor has entered into any Joint Ventures.

DETAILS OF BOARD OF DIRECTORS / KEY MANAGERIAL PERSONNEL

The Board of Directors of your Company comprises of 6 (SIX) Directors as on the date of this report representing the optimum blend of professionalism, knowledge and having varied experience in different discipline of corporate functioning.

Of these, 1 (ONE) is Whole-time Director Cum Promoter Executive Chairman, 2 (TWO) are Promoter Non-Executive Directors and 3 (THREE) are Independent Non-Executive Directors and is also in compliance w.r.t presence of Chief Financial Officer and Company Secretary as KMPs.

Change in Designation

No changes in designation of directors during the Financial Year under review.

Retirement by rotation

Pursuant to provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Dr. Mohammed Aejaz Habeeb (DIN 02265024) is liable to retire by rotation at the ensuing 22nd Annual General Meeting and being eligible offers himself for reappointment to the office of directorship. Your Board of Directors recommends his re-appointment.

Appointments

Mrs. K. Nirusha was appointed as Chief Financial Officer of the Company on 26th June, 2017.

COMMITTEES OF THE BOARD

The Board of Directors of the Company had already constituted various Committees in compliance with the provisions of the Companies Act, 2013 and SEBI (LoDr) Regulations, 2015 viz.

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Independent Directors Committee

All decisions pertaining to the constitution of Committees, appointment of members and fixing of term of reference/role of the committee are taken on record by the Board of Directors. Details of the role and constitution of committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the corporate governance section of the Annual Report.

BOARD MEETINGS

The Board of Directors duly met (Four) times in the Financial Year 2017-2018 on 27/05/2017, 23/08/2017, 17/11/2017, and 24/01/2018.

Further, details of the composition and attendance of the Board and its Committees are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Section 173(1) of Companies Act, 2013 and Regulation 17(2) SEBI (LODR) Regulations, 2015.

TRAINING OF INDEPENDENT DIRECTORS:

Your Company''s Independent Directors are highly qualified and have been associated with corporate and business organizations. They understand Company''s business and activities very well, however, pursuant to Regulation 4 of the Listing Regulations, the Board has shown all the Independent Directors Company''s business and manufacturing activities and were also introduced to Company''s staff.

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS:

The familiarizing programmes for the Independent Directors are disclosed in the Corporate Governance Report that forms part of this Annual Report.

INDIAN ACCOUNTING STANDARD (Ind AS):

Your Company has adopted Indian Accounting Standard (Ind AS) notified by MCA and the relevant provision ofthe Companies Act, 2013 and the general circulars issued by the Ministry of Corporate Affairs from time to time.

STATUTORY AUDITORS & AUDITOR''S REPORTS

The existing auditors M/s. N.M Khatavkar & Co. Charted Accountants, have resigned on 27th August, 2018 before the expiry of 5 years term. Accordingly, the appointment of M/s. MSKA & Associates., as statutory auditors of the Company, in place of resigning auditors is placed for approval by the shareholders. The Auditors'' Report for fiscal 2018 does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

The Company has received audit report with unmodified opinion for both Standalone and Consolidated audited financial results of the Company for the Financial Year ended March 31, 2018 from the statutory auditors of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the provisions of the Section 129(3) of Companies Act, 2013, Accounting Standards AS-21 and AS-27 and Indian Accounting Standard (Ind AS), your Directors have provided the Consolidated Financial Statements for the Financial Year ended March 31, 2018, which forms part of the Annual Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM

The Company has adequate internal controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

INTERNAL AUDITORS

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; Mr. P.V. Srikanth, Partner of M/s. Tungala & Co. Chartered Accountants were appointed as Internal Auditors of the Company for the Financial Year 2017-18.Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. S. S. Reddy & Associates, Practicing Company Secretaries, was appointed to undertake the Secretarial Audit of the Company for the Financial Year 2017-18. There is no reservation, qualifications or adverse remarks or disclaimer made by the Secretarial Auditor in the Report. The Secretarial Audit Report in Form MR 3 is annexed herewith as Annexure II to this report.

QUALIFICATIONS IN AUDIT REPORTS

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made, if any—

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended March 31, 2018 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in view of the rapid global challenges. .

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report for the year ended March 31, 2018 on the Compliances according to the provisions of section 204 of the Companies Act 2013 and the same does not have any reservation, qualifications or adverse remarks.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There have been no frauds reported by the Statutory Auditors u/s 143(12).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

The Securities Exchange Board of India vide its Adjudication Order EAD-5/SVKM/AO/21/2017-18] dated 17thMay, 2017 has imposed a penalty of INR 4,00,000/- on the Company for non-compliance of provisions of Regulation 8(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 within the due date, during the years 2004 to 2011 at Ahmedabad Stock Exchange, Bangalore Stock Exchange and Madras Stock Exchange, where its Equity Shares were listed. The Company has paid the Penal Amount of INR 4,00,000/- on Monday, 29th May, 2017 to Securities Exchange Board of India towards the Adjudication order.

Except above, there are no significant and material orders passed by the Regulatory authorities or Courts which effects the nature of the business of the company.

DECLARATION BY INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act,2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The declarations from 3 (Three) Independent Directors are attached as Annexure IIIto this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, and to the best of their knowledge and ability In terms of Section 134(3)(c) of the Companies Act 2013, your directors confirm as under:

- In preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed and there were no material departures from prescribed accounting standards;

- We 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 and of the profit and loss of the company for that period;

- We 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;

- We have prepared the annual accounts on a going concern basis;

- We have laid down internal financial controls, which are adequate and are operating effectively; and

- We have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our websitewww.drhlsl.com.

The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

Name of the policy

Brief Description

Website link

Board Diversity Policy

At DRHLSL, we believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors.

http://www.drhlsl.com/

wp-

content/uploads/2018/

06/Board-Diversity-

Policy.pdf

Nomination and

Remuneration

Policy

This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive / non-executive) and also the criteria for determining the remuneration of the directors, key managerial personnel and other employees.

http://www.drhlsl.com/

wp-

content/uploads/2018/ 06/Nomination-& -Remuneration-Policy.pdf

Policy on Material Subsidiaries

The policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company and to provide the governance framework for them.

http://www.drhlsl.com/

wp-

content/uploads/2018/

06/Policy-for-

determining-Material-

Subsidiaries.pdf

Name of the policy

Brief Description

Website link

Related Party Transaction Policy

The policy regulates all transactions between the Company and its related parties.

http://www.drhlsl.com/

wp-

content/uploads/2018/

06/Policy-on-Related-

Party-

Transactions.pdf

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI (LODR) Regulations,2015 during the year were in the ordinary course of business and on an arms'' length basis and the provisions of Section 188 of the Companies Act, 2013 were compiled wherever necessary. However, pursuant to the provisions of Regulation 23 (2) of the SEBI (LODR) Regulations, 2015, prior approval of the Audit Committee was sought for entering into the Related Party Transactions.

The information relating to particulars of contracts or arrangements with related parties referred to in sub Section (1) of section 188 of the Companies Act, 2013 in Form AOC 2 is annexed as Annexure IV, forming part of this Report. Your Directors also draw attention of the members to Notes of Accounts to the Standalone Financial Statement which sets out related party disclosures.

PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the Act read with Rule 5(1) to (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed as Annexure Vto this report.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form MGT 9 is included as Annexure VI and forms part of this Report.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy: The operations of the Company involve low energy consumption. However, adequate measures have been taken to conserve energy wherever practicable.

B. Technology Absorption, Adaptation and Innovation: The Company continues to use the latest technologies for improving the quality of its operations.

C. Foreign Exchange Earnings and Outgo: Further, the company did not have any foreign exchange earnings or outgo during the year.

Hence no information pursuant to Section 134 (3)(m) of the Companies Act, 1956 read with Disclosure of particulars in the report of Board of Directors Rules, 1988 and Rule 8 of Companies (Accounts) Rules, 2014 is provided.

BOARD EVALUATION

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees. The Board''s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Evaluation of the Committees performance was based on the criteria like composition, its terms of the reference and effectiveness of committee meetings, etc., Individual Director''s performance evaluation is based on their preparedness on the issues to be discussed, meaningful and constructive discussions and their contribution to the Board and Committee meetings. The Chairperson was evaluated mainly on key aspects of his role. These performance exercises were conducted seeking inputs from all the Directors / Committee Members wherever applicable.

The evaluation procedure followed by the company is as mentioned below

i) Feedback is sought from each Director about their views on the performance of the Board, covering various criteria such as degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management and efficacy of communication with external stakeholders. Feedback was also taken from every Director on his assessment of the performance of each of the other Directors.

ii) The Nomination and Remuneration Committee (NRC) then discusses the above feedback received from all the Directors.

iii) Based on the inputs received, the Chairman of the NRC also makes a presentation to the Independent Directors at their meeting, summarizing the inputs received from the Directors as regards Board performance as a whole and of the Chairman. The performance of the Non Independent Non-Executive Directors and Board Chairman is also reviewed by them.

iv) Post the meeting of the Independent Directors, their collective feedback on the performance of the Board (as a whole) is discussed by the Chairman of the NRC with the Chairman of the Board. It is also presented to the Board and a plan for improvement is agreed upon and is pursued.

v) Every statutorily mandated Committee of the Board conducts a self-assessment of its performance and these assessments are presented to the Board for consideration. Areas on which the Committees of the Board are assessed include degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

vi) Feedback is provided to the Directors, as appropriate. Significant highlights, learning and action points arising out of the evaluation are presented to the Board and action plans are drawn up. During the year under report, the recommendations made in the previous year were satisfactorily implemented.

The peer rating on certain parameters, positive attributes and improvement areas for each Board member are also provided to them in a confidential manner. The feedback obtained from the interventions is discussed in detail and, where required, independent and collective action points for improvement are put in place.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Particulars of Loans, Guarantees and Investments made by the Company covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements provided in this Annual Report.

PUBLIC DEPOSITS

The Company has not accepted any deposits falling within the meaning of Sec. 73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the Financial Year under review.

INSURANCE

The Properties and Assets of your Company are adequately insured.

RISK MANAGEMENT

The Company process is in place to ensure that all the Current and Future Material Risks of the Company are identified, assessed/quantified and effective steps are taken to mitigate/ reduce the effects of the risks to ensure proper growth of the business. Shareholders are also requested to refer a separate section on Internal Control systems and their adequacy, which also deals with Risk Management, in Management Discussion and Analysis Report.

DISCLOSURE ABOUT / COST AUDIT

Cost Audit as prescribed under Section 148 of Companies Act, 2013 is not applicable to your Company.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website http://www.drhlsl.com/wp-content/uploads/2018/06/Code-for-Prevention-of-Insider-Trading.pdf

SECRETARIAL STANDARDS

The company is in compliance with applicable secretarial standards.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management''s discussion and analysis is set out in this Annual Report as Annexure VII.

CORPORATE GOVERNANCE

Corporate governance is about maximizing shareholder value legally, ethically and sustainably. At DRHLSL, we believe, a sound corporate governance is critical to enhance and retain investor trust. The goal of corporate governance is to ensure fairness information about the Company for every stakeholder.

A separate section on Corporate Governance for fiscal 2018 forms part of this Annual Report as Annexure VIII.

WTD and CFO CERTIFICATION

Mr. K. Krishnam Raju, Whole-time Director andMrs. K. Nirusha, Chief Financial Officer of the Company have provided Compliance Certificate, which is annexed as Annexure IX to the Board in accordance with Regulation 17(8) read with Part B of Schedule II of the SEBI (LODR) Regulations, 2015 for the Financial Year ended 31stMarch, 2018.

CODEOFCONDUCT

The Company has formulated and implemented a Code of Conduct for Board Members and Senior Management of the Company. Requisite annual affirmations of compliance with the respective Codes have been made by the Directors and Senior Management of the Company.

Declaration on Code of Conduct for the year 2017-18

This is to confirm that the Board has laid down a code of conduct as per Regulation 17(5) of the Listing Regulations for all Board members and senior management personnel of the Company. The code of Conduct has also been posted on the website of the Company and can be accessed at http://www.drhlsl.com/wp-content/uploads/2018/06/Code-of-Conduct-BQD-Senior-Mgmt.pdf

It is further confirmed that all Directors and senior management personnel of the Company have affirmed compliance with the Code of Conduct of the Company for the financial year ended on March 31, 2018 as envisaged in Regulation 26(3) of the Listing Regulations. A declaration to this effect signed by Mr. K. Krishnam Raju, Whole-time Director (Din 00874650) is attached as Annexure X.

COMPLIANCE CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

Mr. S. Sarveswar Reddy, a Company Secretary in Practice has certified that conditions of Corporate Governance as stipulated under SEBl (LODR) Regulations, 2015 have been complied by your Company and his certificate is annexed as Annexure XI.

DISCLOSURE UNDER PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL ACT, 2013)

The Company has in place an anti-sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013. All Employees (Permanent, Contractual, temporary, Trainees) are covered under this policy. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. The following is the summary of sexual harassment complaints received and disposed during the calendar year:

- No. of complaints received Nil

- No. of complaints disposed of Nil

CORPORATE SOCIAL RESPONSIBILITY

The Company does not meet applicable requirements i.e. net worth of INR 500 Crore or more, or turnover of INR 1000 Crore or more, or a net profit of INR 5 Crore or more as specified in section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility. Hence, pursuant to the above, the Company did not constitute Corporate Social Responsibility Committee and did not adopt any Corporate Social Responsibility Policy.

DISCLOSURE OF ACCOUNTING TREATMENT

The Company has complied with the appropriate accounting policies and has ensured that they have been applied consistently. There have been no deviations from the treatment prescribed in the Accounting Standards notified under Section 133 of the Companies Act, 2013.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT.

Your company does not have any Unclaimed shares issued in physical form pursuant Public issue/Rights Issue etc.

APPRECIATIONS & ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation for the valuable support and co-operation received from Customers, Investors, Lenders, Business Associates, Bankers, NSDL, cDsL, RTA, SEBI, BSE, MSEI, ASE and Society at large.

The Directors also thank the Government of India Government of Telangana and other Government States, Ministry of Corporate Affairs, Ministry of Commerce, Ministry of Communication & Technology, Ministry of Finance, Income Tax Department, Reserve Bank of India, State Governments, Governments of various countries, other Government Departments, Agencies.

Your Directors are especially indebted to employees of the Company and its subsidiary at all levels, who through their dedication, co-operation, support and dynamic work, have enabled the Company to achieve rapid growth. Your Directors seek, and look forward to the same support during the future years of growth.

For and on Behalf of the Board of Directors

Sd/-

Place: Hyderabad K. Krishnam Raju

Date: 27th Aug, 2018 Executive Chairman

(DIN 00874650)

Director’s Report