To,
The Members,
Dilip Buildcon Limited
Your directors have pleasure in presenting their 18th Annual Report on the business and
operations along with the audited financial statements along with the consolidated
financial statements of the Company for the financial year ended March 31, 2024.
Financial Results
The summary of the Standalone and Consolidated performance are set out below:
| Particulars |
Standalone |
Consolidated |
|
Year ended March 31, 2024 |
Year ended March 31, 2023 |
Year ended March 31, 2024 |
Year ended March 31, 2023 |
| Gross Revenue |
10,65,023.93 |
10,18,417.43 |
12,15,611.31 |
10,71,160.85 |
| Total expenses |
10,08,739.11 |
10,03,291.95 |
11,98,204.64 |
10,98,691.81 |
| Profit before exceptional items & tax |
56,284.82 |
15,125.48 |
17,406.67 |
-27,530.96 |
| Exceptional items |
7,304.27 |
12,848.11 |
31,770.24 |
37,873.20 |
| Profit / (loss) before tax |
63,589.09 |
27,973.59 |
49,176.91 |
10,342.24 |
| Tax expenses: |
|
|
|
|
| Current tax |
22,432.89 |
2,002.69 |
23,778.46 |
1,969.48 |
| Deferred tax |
-1,448.37 |
4,307.09 |
4,816.80 |
9,025.70 |
| Income tax for earlier years |
401.47 |
-513.70 |
477.50 |
-513.70 |
| Profit for the year from continuing operations |
42,203.10 |
22,177.51 |
20,104.15 |
-139.24 |
| Share of Profit/(loss) of Associates |
- |
- |
|
- |
| Profit for the Year |
42,203.10 |
22,177.51 |
20,104.15 |
-139.24 |
| Other comprehensive income: |
|
|
|
|
| Items that will not be reclassified to profit or loss (Net of Taxes) |
2,966.74 |
4,669.00 |
4,916.44 |
4,635.55 |
| Total Comprehensive Income for the year |
45,169.84 |
26,846.51 |
25,020.59 |
4,496.31 |
| Total Comprehensive Income for the year attributable to parent |
45,169.84 |
26,846.51 |
24,233.50 |
4,729.05 |
| Add: Balance in Profit and Loss Account (Adjusted) |
3,39,262.66 |
3,12,562.36 |
2,79,109.42 |
2,34,015.76 |
| Sub Total (Parent) |
3,84,432.50 |
3,39,408.87 |
3,03,342.92 |
2,38,744.81 |
| Less: Appropriation |
|
|
|
|
| Less: - Dividend |
146.22 |
146.21 |
146.20 |
146.21 |
| Add: - Others |
15,000.00 |
- |
11,671.15 |
40,510.82 |
| Closing Balance |
3,99,286.28 |
3,39,262.66 |
3,14,954.28 |
2,79,109.42 |
Note: The above-mentioned figures are rounded off to two decimal points.
Financial Performance
At Standalone level, the Revenue from Operations amounted to 10,53,729.92 Lakhs as
against ' 10,11,952.84 Lakhs in the previous year. The Profit before Tax amounted to
'63,589.09 Lakhs as against '27,973.59 Lakhs in the previous year. The Net Profit for the
year amounted to '42,203.10 Lakhs as against '22,177.51 Lakhs reported in the previous
year.
At Consolidated level, Revenue from Operations amounted to ' 1,201,190.43 Lakhs as
against ' 10,64,364.45 Lakhs in the previous year. The Consolidated Profit before Tax
amounted to Rs 49,176.91 Lakhs as against Consolidated Loss before Tax amounted to '
10,342.24 Lakhs in the previous year. The Consolidated Net profit after Tax amounted to
'20,104.15 Lakhs as against Consolidated Net Loss after Tax amounted to ' 139.24 Lakhs in
previous year.
The performance and financial position of the subsidiary companies are included in the
Consolidated Financial Statements and presented in the Management Discussion and Analysis
Report forming part of this Annual Report
Dividend
Based on the Company's performance, your directors have recommended a dividend of
'1.00/- (Rupee One) i.e. 10% per equity share of Face Value of '10.00 (Rupees Ten only)
each (previous year 0.10/- per equity share i.e. 1% per equity share of Face Value of
'10/- each) for the financial year 2023-24 subject to the TDS as may be applicable. The
dividend payment is subject to the approval of members at the ensuing Annual General
Meeting and will be paid to those members whose names appear in the Company's Register of
Members and beneficial owners as per the details to be furnished by National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on the
date of book closure date and shall be paid within the period of 30 days from the date of
declaration at the Annual General Meeting.
Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the
members w.e.f. April 1, 2020 and the Company is required to deduct tax at source (TDS)
from dividend paid to the members at prescribed rates as per the Income-tax Act, 1961.
The Register of Members and Share Transfer Books of the Company shall remain closed
from Wednesday, September 18, 2024 to Tuesday, September 24, 2024 (both day Inclusive) for
the purpose of ascertainment for eligibility for participation in payment of dividend for
the financial year ended March 31, 2024.
Dividend Distribution Policy
According to Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (the "Listing Regulations”), the top 1000 listed
entities based on market capitalization, calculated as on 31st March of every financial
year are required to formulate a Dividend Distribution Policy which needs to be disclosed
on the website of the listed entity and a weblink shall needs to be provided in their
Annual Reports. The Board has approved and adopted the Dividend Distribution Policy and
the same is available on the Company's website at following web link
https://dilipbuildcon.com/wp- content/uDloads/2024/01/3.DividendDistributionoolicu.Ddf.The
dividend pay-out is in accordance with the Company's Dividend Distribution Policy.
Business Operations:
Overview
DBL is a large road construction company with capabilities in
Roads & Highways, Metro, Irrigation, Water Supply, Tunnel, Airport, Mining, Special
Bridges & Urban Developments and Railways, with a presence in 19 states and 1 union
territory in India. As on March 31, 2024, DBL had completed the construction of 165
projects across 17 states and 1 UT in India, out of which 152 are road projects. DBL's
achievements are attributable to a combination of factors, including its ability to
successfully execute projects earlier than scheduled timelines. DBL's focus on
geographically clustering of projects for efficiency and profitability, substantial
investment in, and efficient use of construction equipments and backward integration
through inhouse production of road furniture and various structures used in projects.
DBL specializes in constructing state and National Highways, city roads, culverts, and
bridges. As a result of the natural growth of road construction business and rising
opportunities in new business areas, DBL has expanded into irrigation, mining excavation,
airports, and metro rail viaduct businesses. DBL's business comprises: (i) construction
business, under which DBL undertake road, irrigation, airport, metro rail viaduct and
mining excavation projects on an EPC basis; and (ii) infrastructure maintenance and
operations business, under which DBL undertake maintenance and operation of BOT road
projects.
As of March 31, 2024, DBL had an order book of ' 17,43,161 Lakhs consisting of 1 road
EPC projects, 15 road BOT HAM projects, 6 irrigation projects, 1 mining excavation
projects, 2 special bridge projects, 3 tunnel projects, 3 Water Supply projects, 4 metro
rail viaduct projects and 1 Urban Development.
As of March 31, 2024, DBL owned a modern equipment fleet of 10,614 vehicles and other
construction equipment from some of the world's leading suppliers, such as Schwing Stetter
India Private Limited, Metso India Private Limited, Wirtgen India Private Limited, GMMCO
Limited, Volvo Group India Private Limited, Atlas Copco India Limited, Ashok Leyland
Limited, Sandvik Mining and Construction OY and Casagrande S P A. DBL is one of the
largest employers in construction industry in India and employed 25,964employees as of
March 31, 2024.
Construction Business:
Roads & Highways:
In roads and bridges construction business, DBL mainly design, construct, and maintain
roads, bridges, and highways pursuant to EPC contracts and BOT contracts awarded. DBL has
recognized revenue of ' 5,82,959 Lakhs and ' 7,11,228 Lakhs in the financial year 2023-24
and 2022-23 respectively. As of March 31, 2024, DBL has completed 152 road and bridge
projects in 18 states/UT. As of March 31, 2024, DBL has a total of 18 ongoing road and
bridge projects in 7 Indian states and order book for these road and bridge projects
amounted to ' 6,90,556 Lakhs, accounting for 39.62% of total order book.
Mining Projects:
In mining excavation business, DBL undertake overburden removal and excavation at coal
mines. DBL diversified into this business in the financial year 2015-16 to exploit core
experience of bulk material handling and high-volume excavation and earthwork and existing
equipment, which DBL handled in roads and bridges construction business. As of March 31,
2024, DBL has completed 6 mining excavation project and has 1 ongoing mining excavation
projects. Order book for these mining excavation projects amounted to ' 93,595 Lakhs,
accounting for 5.37% of total order book, as of March 31, 2024. DBL's revenue from the
mining excavation business amounted to ' 64,494 Lakhs in the financial year 2023-24 as
against ' 61,243 Lakhs in the previous financial year 2022-23.
Metro Rail Viaduct & Airports:
DBL diversified into metro rail viaduct business in the financial year 2018-19. DBL
undertakes the design and construction of elevated viaducts for metro rail projects. As of
March 31, 2024, DBL has 2 ongoing metro rail projects in Madhya Pradesh & 2 ongoing
metro rail projects in Gujarat. Order book for these metro rail viaduct projects amounted
to ' 96,885 Lakhs, accounting for 5.56% of total order book, as of March 31, 2024.
DBL undertake the construction of airport, construct parallel taxi tracks. DBL has
completed 2 airport projects and has no ongoing airport project as on March 31, 2024.
Order book for this airport project amounted to Nil, accounting for 0.00% of our total
order book, as of March 31, 2024.
DBL recognized revenue of ' 54,100 Lakhs and ' 47,863 Lakhs from the Metros &
Airport business for the financial years 202324 and 2022-23 respectively.
Irrigation:
In irrigation business, DBL undertakes the design and construction of canals, tunnels
and dams for agricultural irrigation purposes. DBL diversified into this business in the
financial Year 2013-14 to explore the opportunities in this area created by the increased
focus of the Central and the State Governments on agriculture. As of March 31, 2024, DBL
has completed 3 EPC irrigation projects and has 6 ongoing EPC irrigation projects. Order
book for the irrigation projects amounted to ' 4,11,697 Lakhs, accounting for 23.62% of
total order book, as of March 31, 2024. DBL's revenue from the irrigation business has
grown significantly by 0.35x from ' 80,929 Lakhs in the financial year 2022-23 to '
1,09,187 Lakhs in the financial year 2023-24.
Water Supply:
DBL diversified into Water Supply viaduct business in the financial year 2022-23. DBL
undertake the design and construction of elevated viaducts for Water Supply projects. As
of March 31, 2024, DBL has 3 ongoing Water Supply projects in Madhya Pradesh. Order book
for these Water Supply viaduct projects amounted to ' 2,96,177 Lakhs, accounting for
16.99% of total order book, as of March 31, 2024.
Tunnel:
DBL diversified into Tunnel viaduct business in the financial year 2022-23. DBL
undertake the design and construction of elevated viaducts for Tunnel projects. As of
March 31, 2024, DBL has 1 ongoing Tunnel project in Rajasthan, 1 ongoing tunnel project in
Uttarakhand & 1 ongoing tunnel project in Himachal Pradesh. Order book for these
tunnel viaduct projects amounted to ' 1,27,251 Lakhs, accounting for 7.30% of total order
book, as of March 31, 2024.
Special Bridges & Urban Developments
DBL diversified into Special Bridges & Urban Developments viaduct business in the
financial year 2023-24. DBL undertakes the design and construction of elevated viaducts
for Special
Bridges & Urban Developments. As of March 31, 2024, DBL has 01 ongoing Urban
Developments in Goa. The Order book for these tunnel viaduct projects amounted to ' 27000
Lakhs, accounting for 1.55% of total order book, as of March 31, 2024.
ROAD INFRASTRUCTURE MAINTENANCE AND TOLL OPERATION BUSINESS
In road infrastructure maintenance and toll operation business, DBL maintains roads and
highways and conduct toll operations of BOT projects. As of March 31, 2024, DBL had
completed 09 projects totalling 7356.49 Lane kms. These completed BOT projects include
projects undertaken on various public private partnership models, such as on a (i) hybrid
annuity basis - where the GOI shares a portion of the total cost of the project and the
source of revenue is the fixed amount that the relevant government agency pays us for
building and maintaining the roads on an annual basis, (ii) purely toll basis - where the
only source of revenue is the toll chargeable on vehicles using the road, (iii) purely
annuity basis - where the only source of revenue is the fixed amount that the relevant
government agency pays us for building and maintaining the roads on an annual basis, and
(iv) toll plus annuity basis - where the source of revenue includes the toll chargeable on
vehicles using the road and the fixed amount that the relevant government agency pays us
for building and maintaining the roads on an annual basis. Due to the annuity component in
our operational BOT projects, income is assured to the extent of the annuities to be
collected during each financial year under the relevant concessions, thus reducing the
risk of income fluctuations resulting from traffic pattern changes.
As of March 31, 2024, DBL has a portfolio of 55 BOT projects, of which 40 have been
completed and the remaining 15 projects are under-construction. The 40 completed BOT
projects include projects undertaken on hybrid annuity basis, toll basis, annuity basis
and annuity plus toll basis. The 15 under construction BOT projects are all being
undertaken on a hybrid annuity basis.
DBL has divested 24 BOT projects by way of share acquisition cum shareholders
agreements entered into with Shrem Roadways Private Limited, Shrem Tollway Private Limited
and
Shrem Infraventures Private Limited (individually the "Shrem Entity” and
collectively, the "Shrem Entities”).
DBL has further divested 3 under construction BOT projects undertaken on hybrid annuity
basis by entering share purchase and shareholders agreement with Cube Highways and
Infrastructure III Pte Limited (Cube).
The Company along with its wholly owned subsidiary "DBL Infra Assets Private
Limited” ("DIAPL") have executed a non-binding term sheet, with 'Shrem
lnvlT" (an infrastructure investment trust) registered under Indian Trust Act 1882
with Securities and Exchange Board of India) on 21 January 2022, for transferring their
investment in equity share capital and promoter's unsecured loan in respect of 10
subsidiary companies (Hybrid Annuity Model (“HAM") projects).
The Company along with its wholly owned subsidiary companies had executed a non-binding
term sheet, with 'Alpha Alternatives Holdings Private Limited and its associates" on
01 November
2023, for transferring their investment (Equity share capital/ unsecured
Loan/Non-convertibte Debenture) in respect of 18 wholly owned subsidiary companies (Hybrid
Annuity Model ("HAM”) projects)
Divestment to Alpha Alternatives Holdings Private Limited (AA) and its Associates
The company Dilip Buildcon Limited along with its wholly owned subsidiary company
"DBL Infraventures Private Limited ("DIPL”) have entered into a non-binding
Term Sheet with Alpha Alternatives (AA) (an India's prominent multi-asset class
alternatives asset management platform known for innovative risk-return solutions and
specializes in various asset classes such as Infrastructure, Equities, Private Credit,
Fixed Income, Real Estate, and more, focusing primarily on alpha creation) and its
associates on 01 November 2023, for divestment of 26% equity investment (share
capital/unsecured loan/non- convertible debenture) for 18 Special Purpose Vehicles (SPVs)
of Hybrid Annuity Model (HAM) Projects at an estimated consideration of '1,55,000 Lakhs
with an ultimate aim to setup a joint Public/Privately Listed InvIT. The divestment of 26%
equity investment to AA and/or its associates will be completed in a progressive manner
after achievement of date of completion and receipt requisite No Objection from the
Concessioning Authority ( i.e. NHAI)/ Lenders.
As a part of this transaction, during financial year ended March 31, 2024, the company
has following actions:
1. Acquired equity investment , held by the DBL Infra Assets Private Limited in 3 SPVs
(Dhrol Bhadra Highways Limited, Dodaballapur Hoskote Highways Limited and Repallewada
Highways Limited);
2. Transferred 23% equity investment in these 3 SPVs to DBL Infraventures Private
Limited (WoS); and
3. Divested 26% equity investment in these 3 SPVs to AA and/or its Associates against
cash consideration of ' 13,016.68 lakhs in which the company has earned profit of '
7,339.06 lakhs which is disclosed as 'exceptional item' in the statement of Profit and
Loss.
Divestment to Shrem InvIT
The Company along with its wholly owned subsidiary company "DBL Infra Assets
Private Limited” ("DIAPL”) have entered into a non-binding term sheet, with
''Shrem lnvlT” (an infrastructure investment trust, registered under Indian Trust Act
1882 with Securities and Exchange Board of India) on 21 January 2022 for divestment of
100% equity investment (share capital/unsecured loan/non-convertible debenture) for 10
Special Purpose Vehicles (SPVs) of Hybrid Annuity Model (HAM) Projects at an estimated
consideration of ' 2,34,900.00 lakhs. The divestment of equity investment in 10 SPVs (100%
in 9 SPVs and 49% in 1 SPV) to Shrem lnvlT has been completed in a progressive manner
after achievement of date of completion and receipt requisite No Objection from the
Concessioning Authority (i.e., NHAI)/ Lenders.
During the Financial year ended March 2024, balance 51% equity investment in 3 SPVs
i.e. DBL Chandikhole Bhadrak Highways Limited, DBL Bangalore Nidagatta Highways Private
Limited, DBL Nidagatta Mysore Highways Private Limited and 30% equity investment in DBL
Rewa Sidhi Highways Private Limited transferred to Shrem InvIT against aggregate cash
consideration of ' 20,983.06 lakhs wherein the Company has suffered loss of ' 6,502.25
lakhs which is disclosed as 'exceptional item' in the statement of Profit and Loss.
Our Order Book:
Our total order book was ' 17,43,161 Lakhs as of March 31, 2024.
The following table sets forth the breakdown of our order book as of March 31, 2024 by
geographical areas:
| State |
No. of Projects |
Outstanding Order Value (' in Lakhs) |
% of outstanding order value |
| Madhya Pradesh |
7 |
3,83,075 |
21.98% |
| Gujarat |
3 |
2,90,694 |
16.68% |
| Jharkhand |
4 |
2,88,286 |
16.54% |
| Andhra Pradesh |
4 |
1,73,599 |
9.96% |
| Karnataka |
5 |
1,12,262 |
6.44% |
| Odisha |
1 |
93,595 |
5.37% |
| Telangana |
1 |
81,428 |
4.67% |
| Rajasthan |
3 |
76,401 |
4.38% |
| Tamilnadu & Puducherry |
3 |
68,732 |
3.94% |
| Uttarakhand |
1 |
64,015 |
3.67% |
| Chhattisgarh |
1 |
50,327 |
2.89% |
| Himachal Pradesh |
1 |
31,184 |
1.79% |
| Goa |
1 |
27,000 |
1.55% |
| Uttar Pradesh |
1 |
2563 |
0.14% |
| Total |
|
17,43,161 |
100 % |
Awards
Your directors are pleased to inform that your Company has received various awards and
recognitions. For more details, kindly refer 'Awards & Recognitions' section of this
Annual report.
Management Discussion and Analysis
The Management Discussion and Analysis for the year under review as stipulated under
the SEBI (LODR) Regulations, 2015 form part of this Annual Report.
Particulars of loans, guarantees, security and Investment
As per Companies Amendment Act, 2017, Section 186(11) of the Companies Act, 2013,
except Section 186(1), nothing contained in section 186 of the Companies Act, 2013 shall
apply to any loan made, any guarantee given, or any security provided or any investment
made by a Company engaged in the business of providing infrastructural facilities. Since
the Company is an
Infrastructure Company, the provisions of section 186 are not applicable to the Company
except sub-section 1 of section 186 of the Companies Act, 2013.
However, the details of loans, guarantees and investments as required by the provisions
of Section 186 of the Companies Act, 2013 and the rules made thereunder are set out in the
Notes to the Standalone Financial Statements of the Company. (Please refer to Note No. 3,
4 and 48 to the Standalone Financial Statements.
Consolidated Financial Statements
The Audited Consolidated Financial Statements for the Financial Year ended March 31,
2024, based on the financial statements received from Subsidiaries as approved by their
respective Board of Directors, have been prepared in accordance with relevant Indian
Accounting Standards/IND As issued by the Institute of Chartered Accountants of India and
forms an integral part of this Annual Report.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014, a statement containing salient features of the financial
statements of Subsidiaries Companies is given in Form AOC-1 and forms an integral part of
this Annual Report.
Corporate Governance Report
The Corporate Governance Report pursuant to the SEBI (LODR) Regulations, 2015 as
applicable for the year under review, forms part of this Annual Report.
Change in the nature of business, if any
During the year under review, there is no change in the nature of business of the
Company.
SHARE CAPITAL AND NON-CONVERTIBLE DEBENTURES
a) Change in the capital structure of the Company.
Share capital
During the period under review, there is no change in the paid-up share capital of the
Company. The paid-up equity Share capital of the Company stands at ' 1,46,21,49,710/- (One
Hundred Forty -Six Crores Twenty- One Lakhs Forty -Nine Thousand Seven Hundred Ten Only)
divided into 146214971 (Fourteen Crores Sixty-Two Lakhs Fourteen Thousand Nine Hundred
Seventy-one only) Equity Shares of face value of ' 10/- each.
Further, during the period under review, there has been no change in the Authorized
Share Capital of the Company which stand at ' 1,80,00,00,000/- (Rupees One Hundred Eighty
Crores only) divided into 180000000 (Eighteen Crores) equity shares of ' 10/- (Rupees Ten
only) each.
Warrants
During the period under review, the company has allotted 1,62,29,862 warrants at issue
price of ' 328.05/- (including premium of '318.05/-) convertible into or exchangeable for
1 (one) equity share of the company having face value of ' 10/- each (rupees ten only) per
equity share aggregating to '532,42,06,229.10 (Rupees Five Hundred and Thirty Two Crores
Forty Two Lakhs Six Thousand Two Hundred Twenty Nine and Ten Paise), to each of the
allotees (Non-Qualified Institutional Buyers), in the manner set out below, against
receipt of an aggregate consideration of '133,11,73,281.24 (Rupees One Hundred and Thirty
Three Crores Eleven Lakhs Seventy Three Thousand Two Hundred Eighty One and Twenty Four
Paise Only) which is 25% (Twenty Five Percent) of the total consideration payable for the
warrants as on the date of allotment (with the remaining 75% of the total consideration
payable on exercise and conversion of the warrants).
| Name of Allottees |
Category |
Number of Warrants allotted |
Consideration received as on date of allotment (being 25% of the Total
Consideration) (in ') |
| 1) Alpha Alternatives Financial Services Private Limited (formerly known
as Provincial Finance and Leasing Co Private Limited) |
Non Promoter |
16,24,611 |
13,32,50,59422 |
| 2) Helium Services LLP |
Non Promoter |
113,56,030 |
93,14,21,580.60 |
| 3) Quanterra Stratergies LLP |
Non Promoter |
25,99,377 |
21,32,00,901.54 |
| 4) Spectrum Edge LLP |
Non Promoter |
6,49,844 |
5,33,00,204.88 |
| Total |
|
1,62,29,862 |
133,11,73,281.24 |
b) Status of Shares in Demat Form
As the members are aware, the Company's shares are compulsorily tradable in electronic
form. As on March 31, 2024, the Company has 146214971 paid up equity shares.
The details of the dematerialised and physical shares are as under:
| Capital Details |
No. of shares |
% of Total issued Capital |
| 1 Held in dematerialised form in CDSL |
17031346 |
11.65 |
| 2 Held in dematerialised form in NSDL. |
129183525 |
88.35 |
| 3. Physical |
100 |
0.00 |
| Total |
146214971 |
100.00 |
c) Issuance and allotment of the Non-Convertible Debentures of the Company
i. Your Company has issued and allotted 1000 senior, secured, listed, rated, redeemable
non-convertible debentures (NCDs) on May 29, 2020 in dematerialized form on a private
placement basis, having face value of ' 10,00,000/- (Rupees Ten Lakhs only) each at par
aggregating to ' 1,00,00,00,000/- (Rupees One Hundred Crores only) bearing a coupon rate
of 8.75% p.a. annualized. The said debentures have been issued for maximum tenure of 3
years (36 Months). The Company has appointed PNB Investment Services Limited as the
debenture trustee for the benefit of the debenture holders and during the financial, the
company has redeemed 8.75 % interest bearing 500 NCDs of '10,00,000 each, aggregating to
'5,000 lakhs.
ii. Your Company has issued and allotted 2000 senior, secured, listed, rated,
redeemable non-convertible debentures (NCDs) on June 29, 2020 in dematerialized form on a
private placement basis, having face value of ' 10,00,000/- (Rupees Ten Lakhs only) each
at par aggregating to ' 2,00,00,00,000/- (Rupees Two Hundred Crores only) bearing a coupon
rate of 8.67% p.a. in dematerialized form on a private placement basis. The said
debentures have been issued for maximum tenure of 3 years (36 Months). The Company has
appointed PNB Investment Services Limited as the debenture trustee for the benefit of the
debenture holders. During the Financial year 202324, the Company has redeemed 500 NCDs
having face value of ' 10,00,000/- (Rupees Ten Lakhs only) each at par aggregating to '
5,000 lakhs.
As on March 31, 2024, there is no outstanding debentures in the books of accounts of
the company.
General Disclosures
A. During the year under review, the Company has not entered into any transactions
which covered under the following provisions and no disclosure or reporting is required.
1. Details relating to deposits covered under Chapter V of the Act and rules made there
under.
2. As per rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, the
Company has not issued equity shares with differential rights as to dividend, voting or
otherwise.
3. As per rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014, the
Company has not issued shares (including sweat equity shares) to employees of the Company
under any scheme.
4. As per rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, the
Company has not issued equity shares under the scheme of employee stock option.
5. As per rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, there
are no voting rights exercised directly or indirectly by the employees in respect of
shares held by them. The Company does not have any scheme of provision of money for the
purchase of its own shares by employees or by trustees for the benefit of employees.
6. None of the Managing Directors of the Company receive any remuneration or commission
from any of its subsidiaries.
7. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the Company's going concern status and operations in future.
8. No fraud has been reported by the Auditors to the Audit Committee or the Board.
9. There is no amount of unpaid/unclaimed dividend and shares which are required to be
transferred in IEPF (Investor Education and Protection Fund) as per the provisions of the
Companies Act, 2013.
10. There is no Corporate Insolvency Resolution Process initiated by and against the
Company under the Insolvency and Bankruptcy Code, 2016 (IBC).
11. There is no one time settlement of loans taken from banks and financial
Institution.
The details with respect to unpaid dividend for the financial year 2016-17, 2017-18,
2018-19, 2019-20, 2020-21, 202122, 2022-23 and 2023-24 can be accessed at https://
dilipbuildcon.com/investors/shareholders-centre/
B. Alteration of Articles of Association
During the year under review, your company has altered its Articles of Association. The
existing Articles of Association of the company did not contain specific clauses related
to issuance of Warrants. Therefore, certain provisions related to the issuance of Warrants
have to be incorporated into the Articles of Association of the Company.
The following clauses has been inserted after the clause 5 of Articles of Association
of the Company: -
5.A Subject to the provisions of the SEBI (Disclosure and Investors Protection)
Guidelines as may be applicable from time to time and with the consent of the Members of
the Company at a General Meeting by way of Special Resolution, the Board of Directors of
the Company or a Committee thereof duly authorised by the Board of Directors, may issue
and allot Warrants convertible into the Equity Shares on such rate, terms and conditions
to the existing shareholders, general public, or on preferential basis to the promoters,
directors, bodies corporate, banks, financial institutions, OCBs, NRls or such other
persons from time to time with or without receipt of the upfront amount as may be
prescribed from time to time on the face value of the Warrants, as it may deem fit. Board
of Directors of the Company shall be authorized to make provisions as to the allotment and
issue of Warrants and in particular may determine to whom the same shall be offered
whether at par or at premium subject to the provisions of the Companies Act. 2013 and all
the applicable provisions of the SEBI Guidelines and other applicable provisions if any
from time to time.
5.B The Company may by special resolution authorize the Board to convert warrants into
the equity shares at such rates (including premium), terms and conditions as may be
determined by the Board and in accordance with the guidelines issue by the SEBI, Stock
Exchange, Central Govt. or other authorities either on single tranche or in one or more
tranches or otherwise as per the discretion of the Board.
5.C The Board may from time to time subject to the terms on which any warrants
convertible into equity shares may have been issued make all upon the warrants holders in
respect of the balance amount unpaid on the warrants held by them respectively at the time
of providing option for conversion of warrants into the equity shares of the Company and
shall be payable at such fixed times by the warrant holder who shall pay the amount of the
call made on them at time and places appointed by the Board. In case of failure to
exercise the option and make payment thereof, the amount so deposited at the time of
allotment of warrant shall be forfeited by the Board.”
C. Compliance with Secretarial Standard:
During the year under review, the company has complied with the secretarial standard
issued by The Institute of Company Secretaries of India read with MCA Circulars issued
from time to time.
RESERVES
As per Rule 18(7) of the Companies (Share Capital and
Debentures) Rules, 2014, the Company is required to create a Debenture Redemption
Reserve for the purpose of redemption of debentures at the minimum rate of 25% of the
value of the outstanding debentures. Since the company has fully repaid the
Debentures and therefore the balance Debenture Redemption Reserve amounting to '150.00
crores has been transferred to Retained Earnings.
SHARES OF THE COMPANIES TRANSFERRED TO SHREM GROUP
The Company has signed an indicative term sheet with Chhatwal Group Trust or its
Affiliates (SHREM) on August 24, 2017, with respect to divestment of its entire stake in
your 24 SPV's. The Share acquisition cum shareholder agreements in respect of these 24
SPV's was entered into on March 26, 2018. Further, the company is holding shares in the
below said companies under class B category having non -voting rights. The details of the
same are as under:
| Name of Companies |
No. of shares held by DBL (Non-voting rights) |
% of shares held by DBL |
| 1 DBL Nadiad Modasa Tollways Limited |
1,00,67,973 |
26 % |
| 2 DBL Mundargi Harapanahalli Tollways Limited |
37,124 |
26 % |
| 3 DBL Hassan Periyapatna Tollways Limited |
30,647 |
26 % |
| 4 DBL Hirekerur Ranibennur Tollways Limited |
42,104 |
26 % |
SHARES OF THE SUBSIDIARY COMPANIES TRANSFERRED TO SHREM INVIT
The Company along with its wholly owned subsidiary company "DBL Infra Assets
Private Limited” ("DIAPL”) have entered into a non-binding term sheet, with
''Shrem lnvlT” (an infrastructure investment trust, registered under Indian Trust Act
1882 with Securities and Exchange Board of India) on 21 January 2022 for divestment of
100% equity investment (share capital/unsecured loan/non-convertible debenture) for 10
Special Purpose Vehicles (SPVs) of Hybrid Annuity Model (HAM) Projects at an estimated
consideration of '2,34,900.00 lakhs. The divestment of equity investment in 10 SPVs (100%
in 9 SPVs and 49% in 1 SPV) to Shrem lnvlT has been completed in a progressive manner
after achievement of date of completion and receipt requisite No Objection from the
Concessioning Authority (i.e., NHAI)/ Lenders.
The details of the Divestment made to Shrem lnvlT are as under:
| Name of the Company |
No. of Paid- up Shares |
No. of shares Divested to Shrem InvIT and their nominees |
No. of shares held by DBL |
% of shares held by DBL |
Status of the Company as on 31.03.2024 |
| 1 DBL Chandikhole Bhadrak Highways Limited |
395331 |
201619 |
- |
- |
No more associated with the Company |
| 2 DBL Rewa Sidhi Highways Private Limited |
159611 |
81401* |
- |
- |
No more associated with the Company |
| 3 DBL Bangalore Nidagatta Highways Private Limited |
324305 |
165400 |
- |
- |
No more associated with the Company |
| 4 DBL Nidagatta Mysore Highways Private Limited |
852601 |
852601** |
- |
- |
No more associated with the Company |
| 5 Pathrapali-Kathghora Highways Private Limited |
206268 |
101071 |
105197*** |
51% |
Subsidiary Company |
*33517 Shares were held by DBL Infra Assets Private Limited, (WhoLLy Owned Subsidiary)
**417772 shares were held by DBL Infra Assets Private Limited, (Wholly Owned
Subsidiary)
*** 105197 shares were divested to Shrem Invit on July 03, 2024 as a result company is
no more associated with the company as on date of this report.
DIVESTMENT OF EQUITY SHARE INVESTMENT TO ALPHA ALTERNATIVES HOLDINGS PRIVATE LIMITED
(AA) AND ITS ASSOCIATES.
The company Dilip BuiLdcon Limited along with its wholly owned subsidiary company
"DBL Infraventures Private Limited ("DIPL”) have entered into a non-binding
Term Sheet with Alpha Alternatives (AA) (an India's prominent multi-asset class
alternatives asset management platform known for innovative risk-return solutions and
specializes in various asset classes such as Infrastructure, Equities, Private Credit,
Fixed Income, Real Estate, and more, focusing primarily on alpha creation) and its
associates on 01 November 2023, for divestment of 26% equity investment (share
capitaL/unsecured Loan/non-convertibLe debenture) for 18 Special Purpose Vehicles (SPVs)
of Hybrid Annuity ModeL (HAM) Projects at an estimated consideration of ' 1,55,000 Lakhs
with an uLtimate aim to setup a joint PubLic/PrivateLy Listed InvIT. The divestment of 26%
equity investment to AA and/or its associates wiLL be compLeted in a progressive manner
after achievement of date of compLetion and receipt requisite No Objection from the
Concessioning Authority ( i.e. NHAI)/ Lenders.
The detaiLs of the divestment made to AA and Its Associates are as under:
| Name of the Company |
No. of Paid- up Shares |
No. of shares Divested to AA and Its Associates |
No. of shares held by DBL including Nominee Shares |
% of shares held by DBL |
Status of the Company as on 31.03.2024 |
| 1 DodabaLLapur-Hoskote Highways Limited |
278523 |
72416 |
142047 |
51 |
Subsidiary Company |
| 2 RepaLLewada Highways Limited |
785751 |
204296 |
400734 |
51 |
Subsidiary Company |
| 3 DhroL Bhadra Highways Limited |
277307 |
72100 |
141427 |
51 |
Subsidiary Company |
| 4 ViLuppuram Highways Limited * |
224814 |
58452 |
114656 |
51 |
WhoLLy Owned Subsidiary Company |
* The Company (DBL) has transferred 58452 Equity shares to AA on JuLy 12, 2024. As a
resuLt, ViLuppuram Highways Limited has become the subsidiary of the Company as on date of
this report.
DIVESTMENT OF EQUITY INVESTMENT TO DBL INFRAVENTURES PRIVATE LIMITED (WHOLLY OWNED
SUBSDIARY COMPANY)
DBL Infraventures Private Limited (DIPL) is the whoLLy owned subsidiary of DiLip
BuiLdcon Limited. The status of the divestment made to DIPL during the year as are as
under:
| Name of the Company |
Beginning of the year no. shares held of the Company |
During the year shares Divested to DIPL |
% of shares held by the DIPL |
% of shares held by the DBL |
Status of the Company as on March 31, 2024 |
| 1 DodabaLLapur-Hoskote Highways Limited |
278523 |
64060 |
23 |
51 |
Subsidiary |
| 2 RepaLLewada Highways Limited |
785751 |
180721 |
23 |
51 |
Subsidiary |
| 3 DhroL Bhadra Highways Limited |
277307 |
63780 |
23 |
51 |
Subsidiary |
| 4 ViLuppuram Highways Limited* |
224814 |
51706 |
23 |
51 |
Subsidiary |
| 5 Narenpur Purnea Highways Limited * |
247990 |
57037 |
23 |
51 |
Subsidiary |
* The Company (DBL) has divested 51706 Equity shares of ViLuppuram Highways Limited and
57037 shares of Narenpur Purnea Highways Limited to DIPL on June 20, 2024. As a resuLt,
Both the companies have become the subsidiary of the Company as on date of this report.
MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH
HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATES AND THE DATE OF THE REPORT
During the year under review and as on the date of report, there is no materiaL change
and commitments made which affect the financiaL position of the Company except transfer of
and investment in subsidiary companies as mentioned in this report
Details in respect of adequacy of Internal Financial Controls with reference to the
Financial Statements
The Company has designed and impLemented a process driven framework for InternaL
FinanciaL ControLs ("IFC”) within the meaning of the expLanation to Section
134(5)(e) of the Companies Act, 2013 read with RuLe 8(5)(viii) of the Companies (Accounts)
RuLes, 2014, the Board is of the opinion that the Company has sound InternaL FinanciaL
ControL commensurate with the nature and size of its business operations and operating
effectiveLy and no materiaL weakness exists. The Company has a process in pLace to
continuousLy monitor the same and identify gaps, if any, and impLement new and/or improved
controLs wherever the effect of such gaps wouLd have a materiaL effect on the Company's
operations. This process incLudes the design, impLementation and maintenance of adequate
InternaL FinanciaL ControL that were operating effectiveLy for ensuring the orderLy and
efficient conduct of its business, incLuding adherence to company's poLicies, safeguarding
of its assets, the prevention and detection of frauds and errors, accuracy and
compLeteness of the accounting records, and timeLy preparation of reLiabLe financiaL
information, as required under the Act.
During the period under review, the Company has instituted an inhouse team comprising
chartered accountants and engineers who heLps management for reguLar reviewing the
adequacy of InternaL ControL system and carrying their periodic testing. The Board of
Directors of the Company have adopted various poLicies Like ReLated Party Transactions
PoLicy, VigiL Mechanism PoLicy, PoLicy to determine MateriaL Subsidiaries, Group
Governance PoLicy and such other procedures for ensuring the orderLy and efficient conduct
of its business for safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and compLeteness of the accounting records, and the timeLy
preparation of reLiabLe financiaL information.
The Audit Committee of the Board of Directors activeLy reviews the adequacy and
effectiveness of the internaL controL system and suggests improvements to strengthen the
same. The Company has robust management information system, which is an integraL part of
the controL mechanism.
The Company has the SAP HANA-ERP which gives us the integrated business operations
pLatform covering aLL business functions & departments to execute our projects and
provides strong checks & controLs in aLL business functions. This automated & zero
error ERP has resuLted into accuracy & efficiency which provides strong internaL
financiaL controL system. The company has InternaL FinanciaL ControL PoLicy and it can be
accessed at https://diLipbuiLdcon.com/wp-content/upLoads/2024/01/3.
InternalFinancialControlPolicu.Ddf
Internal Audit
The Company has instituted an Independent internaL audit & compLiance (IAC) team
consisting of Chartered Accountants, Certified InternaL Auditors and Engineers from
various discipLines. IAC aLso takes services from externaL firm M/s RSM Astute ConsuLting
Private Limited for conducting internaL audits of the company's various project sites and
corporate functions.
The theme of the IAC team is to deveLop automated internaL controLs, create controL
managers for frequent testing of InternaL FinanciaL ControL (IFC), sustainabLe
impLementation of best practices and independent testing of designed controLs.
The Head of IAC reports to the senior management. The staff of IAC are rotated
periodicaLLy to have a hoListic view of the entire operations and share the findings and
good practices. The Company being predominantLy a project-oriented Company, IAC emphasizes
a risk-based focus areas in project audits. It encourages its team members to obtain a
gLobaLLy renowned Certified Information Systems Auditor (CISA), Certified InternaL Auditor
(CIA) and Certified Fraud Examiner (CFE) Certification, etc., which wiLL add strength to
the Department.
Every year, IAC reviews the Audit Universe which is an exhaustive List of businesses,
functions, activities and Locations across the Company. The yearLy pLan, then detaiLs out
the scope and coverage of audits proposed for the year and it is ensured that, on an
average, aLL operations in the Audit Universe gets into an audit coverage, at Least once
in 2 years. The IAC team has its office in BhopaL Headquarter. From time to time, the
Company's systems of internaL controLs covering financiaL, operationaL, compLiance, IT
appLications, etc. are aLso reviewed. Presentations are made to the Audit Committee, on
the findings of such reviews. The IAC team of the Company aLso covers the internaL audit
of aLL Subsidiary Companies. An in-depth audit is conducted by the team. The major
deviations are highLighted and discussed with the concerned company / or subsidiary
company Board and significant observations are aLso pLaced before the Audit Committee of
the Company once in every quarter.
During the year, the details of investments made and the performance of the subsidiary
companies are as under:
a) Subsidiary Companies
During the year under review and to the date of this report, the foLLowing new SPV
Companies have been incorporated as whoLLy owned subsidiary of the Company. DetaiLs of the
same are as under:
| Name of Subsidiary |
Date of Incorporation |
Status |
| 1 BengaLuru - Vijayawada Expressway Package-1 Limited |
12.04.2023 |
WhoLLy owned subsidiary |
| 2 BengaLuru - Vijayawada Expressway Package-4 Limited |
12.04.2023 |
WhoLLy owned subsidiary |
| 3 BengaLuru - Vijayawada Expressway Package-7 Limited |
26.04.2023 |
WhoLLy owned subsidiary |
| 4 Zuari Observatory Towers Limited |
12.01.2024 |
WhoLLy owned subsidiary |
| 5 Dharmapuri-SaLem Thoppur Ghat Limited |
07.04.2024 |
WhoLLy owned subsidiary |
The Policy for determining material subsidiary company as approved, can be accessed on
the Company's website and at the webtink is
https://ditipbuitdcon.com/wp-content/uptoads/2024/01/10.PoticyforDetermininqMateriatSubsidiaries.pdf
As per Regutation 16(1)(C) and Regutation 24 of SEBI (LODR) Regutations, 2015, your
Company does not have any materiat subsidiary.
b) During the year under review and up to date of this report, shares
subscribed/acquired/transferred are as under:
| Name of the Company |
Type of shares |
Opening Balance of shares held by DBL |
No. of Shares allotted/ acquired during the year by DBL |
No. of shares transfer by DBL |
Closing balance of shares held by DBL |
| 1. Sannur Bikarnakette Highways Limited |
Equity |
300000 |
332453 |
- |
632453 |
| 2. Zuari Observatory Towers Limited |
Equity |
- |
100000 |
- |
100000 |
| 3. Poondiyankuppam Highways Limited |
Equity |
132458 |
26490 |
- |
158948 |
| 4. Bangarupatem Gudipata Highways Limited |
Equity |
100000 |
152378 |
- |
252378 |
| 5. Dhrot Bhadra Highways Limited |
Equity |
144656 |
132651 |
63780 |
213527 |
| 6. Vituppuram Highways Limited |
Equity |
131207 |
93607 |
- |
224814 |
| 7. Narenpur Purnea Highways Limited |
Equity |
96740 |
29739 |
- |
126479 |
| 8. Dodabattapur Hoskote Highways Limited |
Equity |
137995 |
140528 |
64060 |
214463 |
| 9. Repattewada Highways Limited |
Equity |
207335 |
578416 |
180721 |
605030 |
| 10. Bangatore Matur Highways Limited |
Equity |
402498 |
459649 |
- |
862147 |
| 11. DBL-Siarmat Coat Mines Private Limited |
Equity |
360000 |
127374 |
- |
487374 |
| 12. Matur Bangarpet Highways Limited |
Equity |
362630 |
791961 |
- |
1154591 |
| 13. Raipur-Visakhapatnam-Cg-2 Highways Limited |
Equity |
337377 |
58361 |
- |
395738 |
| 14. Maradgi S Andota-Baswantpur Highways Limited |
Equity |
100000 |
386694 |
- |
486694 |
| 15. Mehgama-Hansdiha Highways Limited |
Equity |
100000 |
374307 |
- |
474307 |
| 16.. Urga-Pathatgaon Highways Limited |
Equity |
100000 |
263921 |
- |
363921 |
| 17. Karimnagar-Warangat Highways Limited |
Equity |
100000 |
257170 |
- |
357170 |
| 18. Bengaturu-Vijayawada Expressway Package-4 Limited |
Equity |
- |
204798 |
- |
204798 |
| 19. Bengaturu-Vijayawada Expressway Package-1 Limited |
Equity |
- |
184985 |
- |
184985 |
| 20. Bengaturu-Vijayawada Expressway Package-7 Limited |
Equity |
- |
298899 |
- |
298899 |
Inctusive of nominee shares.
d) Statement of the Subsidiaries & Associates
As on March 31, 2024, as per the sharehotding in other companies, your Company has 32
(Thirty-Two) Indian
Subsidiary Companies. Out of 32 subsidiary companies, Pathrapati-Kathghora Highways
Private Limited was not consotidated as the company does not have right in future cash
ftows thus no benefit witt accrue to the Company.
Except one company i.e. DBL Infra Assets Private Limited, whose NCDs (Non-Convertibte
Debentures, High Vatue Debt) are tisted under the provisions of SEBI (LODR) Regutation,
2015, att other aforesaid Companies are untisted companies. There has been no change in
the nature of business activities of any of the subsidiaries except specified separatety.
I n accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared
a Consotidated Financiat Statements of the Company and att its Subsidiaries, which is
forming part of the Annual. Report. As per the provisions of Section 129 of the Companies
Act, 2013 read with
Rute 5 of Companies (Accounts) Rutes, 2014, a separate statement, containing the
satient features of the financiat statements of the Subsidiaries, has been prepared in
Form AOC-1 and the same is annexed to this Annuat Report.
I n accordance with third proviso of Section 136(1) of the Companies Act, 2013, the
Board Report of the Company, containing therein its standatone and consotidated financiat
statements has been ptaced on the website of the Company at the fottowing webtink
https://ditipbuitdcon. com/investors/subsidiary-reports/. Further, as per fourth proviso
of the said section, Audited Financiat Statements of each of the Subsidiary/Associate
company(ies) have atso been ptaced on the website of the Company at the fottowing web tink
https://ditipbuitdcon.com/investors/ subsidiary-reports/
Sharehotders interested in obtaining a copy of the Audited Financiat Statements of the
Subsidiary(ies) may write to the Company Secretary of the Company.
e) Performance and financial position of each of the subsidiaries/Associates included
in the consolidated financial statement
A. DETAILS OF WHOLLY OWNED SUBSIDIARIES
(a) HAM PROJECTS
i. POONDIYANKUPPAM HIGHWAYS LIMITED (PHL)
PHL was incorporated on March 26, 2021 under the Companies Act, 2013, having its
registered office situated at Ptot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,
Kotar Road, Bhopat 462016, Madhya Pradesh.
The Name of Company has been changed from DBL Poondiyankuppam Highways Limited (DPHL)
to Poondiyankuppam Highways Limited (PHL) and the word "DBL” was removed from
its name wef from 12.04.2024.
PHL is invotved in the business of "4 Laning of Puducherry Poondiyankuppam Section
of NH-45A
(New NH 32) from km 29.000 to km 67.000 (Design Chainage) under Bharatmata Pariyojna
Phase I (Residuat NHDP-IV works) on HAM in the state of Tamit Nadu and Union Territory of
Puducherry. PHL is whotty owned subsidiary of the Company.
During the period under review, the Company has achieved revenue from operations of '
32,077.03 Lakhs and has incurred Net Loss after Tax of ' 3,689.16 Lakhs.
ii. BANGALORE MALUR HIGHWAYS LIMITED (BMHL)
BMHL was incorporated on March 22, 2021 under the Companies Act, 2013 having its
registered office situated at Ptot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,
Kotar Road, Bhopat 462016, Madhya Pradesh. BMHL is invotved in the business of "4
Laning from km 0.000 to km 26.400 (atong with 0.700km approach towards NH 207 with
interchange on NH4 at start point) of Bangatore to Matur Section of Bangatore Chennai
Expressway on Hybrid Annuity Mode under Bharatmata Pariyojna, in the state of Karnataka
(Phase-I Package-I BMHL is whotty owned subsidiary of the Company.
During the period under review, BMHL has achieved totat revenue from operation of '
39,451.85 Lakhs and incurred Net Loss after Tax of ' 3,121.29 Lakhs.
iii. MALUR BANGARPET HIGHWAYS LIMITED (MBHL)
MBHL was incorporated on March 23, 2021 under the Companies Act, 2013 having its
registered office situated at Ptot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,
Kotar Road, Bhopat 462016, Madhya Pradesh. MBHL is invotved in the business of "4
Lane Expressway from km 26.400 to km 53.500 of Matur to Bangarpet Section of Bangatore
Chennai Expressway on Hybrid Annuity Mode under
Bharatmata Pariyojna in the state of Karnataka (Phase-I Package-II)". MBHL is
whotty owned subsidiary of the Company.
During the period under review, MBHL has achieved totat revenue from operation of '
44,409.64 Lakhs and incurred Net Loss after Tax of ' 3,736.28 Lakhs.
iv. SANNUR BIKARNAKETTE HIGHWAYS LIMITED (SBHL)
SBHL was incorporated on Aprit 22, 2021 under the Companies Act, 2013 having its
registered office situated at Ptot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,
Kotar Road, Bhopat 462016, Madhya Pradesh. SBHL is invotved in the business of "Four
Laning of Sannur to Bikarnakette Section from Existing Km 698.850 (Design Km 691+350) to
Existing Km 744.190 (Design Km 736+362) of NH-169 under Bharathmata Pariyojana on Hybrid
Annuity Mode in the State of Karnataka (Package III). SBHL is whotty owned subsidiary of
the Company.
During the period under review, SBHL has achieved totat revenue from operation of '
15,719.15 Lakhs and incurred Net Loss after Tax of ' 2,076.30 Lakhs.
v. BANGARUPALEM GUDIPALA HIGHWAYS LIMITED (BGHL)
BGHL was incorporated on September 28, 2021 under the Companies Act, 2013 having its
registered office situated at Ptot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,
Kotar Road, Bhopat 462016, Madhya Pradesh. BGHL is invotved in the business of
"Devetopment of Four tane Bangatore- Chennai Expressway from Km 127.000
(Bangarupatem) to Km 156.000 (Gudipata) Section in the state of Andhra Pradesh under
Bharatmata Pariyojna on Hybrid Annuity Mode (Phase- II/ Package III)." BGHL is the
whotty owned subsidiary of the Company.
During the period under review, the Company has achieved revenue from operations of '
36,686.62 Lakhs and has incurred Net Loss after Tax of ' 1,998.64 Lakhs.
vi. RAIPUR-VISAKHAPATNAM-CG-2 HIGHWAYS LIMITED (RVCG-2HL)
RVCG-2HL was incorporated on March 28, 2022 under the Companies Act, 2013 having its
registered office situated at Ptot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,
Kotar Road, Bhopat 462016, Madhya Pradesh. RVCG-2HL is invotved in the business of
"Devetopment of Six Lane Sargi - Basanwahi Section of NH130CD Road from km 42+800 to
km 99+500 under Raipur Visakhapatnam Economic Corridor in the state of Chhattisgarh on
Hybrid Annuity Mode (Package - CG2) (Length 56.700 km)." RVCG-2HL is the whotty owned
subsidiary of the Company.
During the period under review, the Company has achieved revenue from operations of '
35,367.20 Lakhs and has incurred Net Loss after Tax of ' 2,644.25 Lakhs.
vii. MARADGI S ANDOLA-BASWANTPUR HIGHWAYS LIMITED (MABHL)
MABHL was incorporated on December 27, 2022 under the Companies Act, 2013 having its
registered office situated at Plot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,
Kolar Road, Bhopal 462016, Madhya Pradesh. MABHL is involved in the business of
"Development of 6 lane Access Controlled Greenfield Highway from km. 97.000 to km
162.500 Maradgi S Andola to Baswantpur section of NH- 150C (Package-III of Akkalkot-KNT/TS
Border) on Hybrid Annuity Mode under Bharatmala Pariyojna.” MABHL is the wholly owned
subsidiary of the Company.
During the period under review, the Company has achieved revenue from operations of '
45,823.00 Lakhs and has incurred Net Loss after Tax of ' 2,147.60 Lakhs.
viii. MEHGAMA-HANSDIHA HIGHWAYS LIMITED (MHHL)
MHHL was incorporated on December 29, 2022 under the Companies Act, 2013 having its
registered office situated at Plot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,
Kolar Road, Bhopal 462016, Madhya Pradesh. MHHL is involved in the business of
"Development of Four Laning of Mehgama- Hansdiha section of NH-133 from existing Km
41+900 to existing Km 93+000 in the State of Jharkhand on Hybrid Annuity mode.” MHHL
is the wholly owned subsidiary of the Company.
During the period under review, the Company has achieved revenue from operations of '
29,717.62 Lakhs and has incurred Net Loss after Tax of ' 1,763.04 Lakhs.
ix. URGA-PATHALGAON HIGHWAYS LIMITED (UPHL)
UPHL was incorporated on December 29, 2022 under the Companies Act, 2013 having its
registered office situated at Plot No. 5, Inside Govind Narayan Singh Gate, Chuna
Bhatti,Kolar Road, Bhopal 462016, Madhya Pradesh. UPHL is involved in the business of
"Development of Four Lane Urga - Pathalgaon section of NH-130A from design Ch. 70+200
to Ch. 157+745, (from Bhaisma village to Taruama village) under Bharatmala Pariyojana
(Raipur - Dhanbad Economic Corridor) in the State of Chhattisgarh on Hybrid Annuity
Mode.” UPHL is the wholly owned subsidiary of the Company.
During the period under review, the Company has achieved revenue from operations of '
10,291.22 Lakhs and has incurred Net Loss after Tax of ' 231.22 Lakhs.
x. KARIMNAGAR-WARANGAL HIGHWAYS LIMITED (KWHL)
KWHL was incorporated on December 29, 2022 under the Companies Act, 2013 having its
registered office situated at Plot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,
Kolar Road, Bhopal 462016, Madhya Pradesh. KWHL is involved in the business of "
Development of 4-Laning of Karimnagar Warangal Section of NH-563 from Design Ch.48.860 km
(near SH-1 Ch. 170.400 km) at Manakondur bypass to Design Ch.116.875 km (existing
Ch.144.050 km of NH- 163) at Palvelpula near Hanamkonda, (Design Length 68.015 km) in the
State of Telangana on Hybrid Annuity Mode under Bharatmala Pariyojana.”. KWHL is the
wholly owned subsidiary of the Company.
During the period under review, the Company has achieved revenue from operations of '
42,531.26 and has incurred Net Loss after Tax of ' 2,158.61 Lakhs.
xi. BENGALURU-VIJAYAWADA EXPRESSWAY
PACKAGE-1 LIMITED (BVEP-1L)
BVEP-1L was incorporated on April 12, 2023 under the Companies Act, 2013 having its
registered office situated at Plot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,
Kolar Road, Bhopal 462016, Madhya Pradesh. BVEP-1L is involved in the business of
"Development of Six-Lane Access Controlled Greenfield Highway from Kodur (Ch. 0+000)
to Vanavolu (Ch. 24+300) of [NH-544G] Bengaluru - Vijayawada Economic Corridor on Hybrid
Annuity Mode under Bharatmala Pariyojana Phase-I in the State of Andhra Pradesh
(Package-1)”. BVEP-1L is the wholly owned subsidiary of the Company.
During the period under review, the Company has achieved revenue from operations of '
3,370.62 and has incurred Net Loss after Tax of ' 358.12 Lakhs.
xii. BENGALURU-VIJAYAWADA EXPRESSWAY
PACKAGE-4 LIMITED (BVEP-4L)
BVEP-4L was incorporated on April 12, 2023 under the Companies Act, 2013 having its
registered office situated at Plot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,
Kolar Road, Bhopal 462016, Madhya Pradesh. BVEP-4 is involved in the business of
"Development of Six-Lane Access Controlled Greenfield Highway from Odulapalle
(Ch.72+000) to Nallacheruvu-palli (Ch. 96+300) of [NH-544G] Bengaluru - Vijayawada
Economic Corridor on Hybrid Annuity Mode under Bharatmala Pariyojana Phase-I in the State
of Andhra Pradesh (Package-4)”. BVEP- 4L is the wholly owned subsidiary of the
Company.
During the period under review, the Company has achieved revenue from operations of '
4,248.52 and has incurred Net Loss after Tax of ' 98.19 Lakhs.
xiii. BENGALURU-VIJAYAWADA EXPRESSWAY
PACKAGE-7 LIMITED (BVEP-7L)
BVEP-7L was incorporated on April 26, 2023 under the Companies Act, 2013 having its
registered office situated at Plot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,
Kolar Road, Bhopal 462016, Madhya Pradesh. BVEP-7L is involved in the business of
"Development of Six-Lane Access Controlled Greenfield Highway from Audireddipalle
(Ch. 160+000) to Mallapalle (Ch. 176+000) of (NH- 544G) Bengaluru - Vijayawada Economic
Corridor on Hybrid Annuity Mode under Bharatmala Pariyojana Phase-I in the State of Andhra
Pradesh (Package-7)”. BVEP-7L is the wholly owned subsidiary of the Company.
During the period under review, the Company has achieved revenue from operations of '
4,350.56 and has incurred Net Loss after Tax of ' 101.54 Lakhs.
(b) MANUFACTURING COMPANIES
i. JALPA DEVI ENGINEERING PRIVATE LIMITED (JDEPL)
JDEPL is a Private Limited Company incorporated on March 9, 2017, under the Companies
Act, 2013 having its registered office situated at Plot No. 5, Inside Govind Narayan Singh
Gate, Chuna Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh. JDEPL is involved in the
business of manufacturing, producing, casting, recycling, upcycling, assembling,
reconstructing, engineering and other related activities of all kinds of machineries,
equipment, tools etc. JDEPL wholly owned subsidiary of Dilip Buildcon Limited.
During the period under review, the Company has achieved revenue from operations of '
9,543.46 Lakhs and has earned Net Profit after Tax of ' 299.72 Lakhs.
ii. DEEVIN SEISMIC SYSTEMS PRIVATE LIMITED (DSSPL)
DSSPL is a Private Limited Company incorporated on May 8, 2008, having its registered
office situated at Plot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti, Kolar Road,
Bhopal 462016, Madhya Pradesh. DSSPL is involved in the business as technical consultants,
engineers, architect, planners, surveyors, and alignment surveys for railway lines,
transmission lines, canals, water topographical survey and marking of routes, Highways,
Bridges, Airports, Water resources, Cadastral Survey, Seismic Survey, Structural design,
Construction, supervision and feasibility studies, detailed engineering and design traffic
studies including volume count, OD survey and axial load surveys calculation of growth
rates for various modes of traffic and traffic projections, Geo-technical investigations,
material testing, Economic and financial analysis for project evaluation, preliminary
design, detailed specification of work and rehabilitation, detailed Project Reports and
environmental studies and also act as design Engineers for various types of projects
including Bridges and Buildings and carry on construction, repairs and rehabilitation of
Bridges and buildings, designing Expansion joints and bearings for bridges and. buildings,
deal in Rebar coupler, construction machineries, building materials and construction
Chemicals. DBL has acquired "DSSPL” on January 03, 2020 and the said company is
the wholly owned subsidiary of the Company.
During the period under review, The Company has achieved revenue from operations of '
8,994.75 Lakhs and has incurred Net Profit after Tax of ' 540.74 Lakhs.
iii. BHAVYA INFRA & SYSTEMS PRIVATE LIMITED (BISPL)
BISPL is a Private Limited Company incorporated on September 05, 2007, having its
registered office situated at Plot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,
Kolar Road, Bhopal 462016, Madhya Pradesh. BISPL is engaged in the business of providing
jobs and all other engineering job work. BISPL is a wholly owned subsidiary of Dilip
Buildcon Limited.
During the period under review, the Company has achieved revenue from operations of '
144.40 Lakhs and earned Net Profit after Tax of ' 38.89 Lakhs.
c) MINING.
i. DBL-SIARMAL COAL MINES PRIVATE LIMITED (DSCMPL)
DSCMPL was incorporated on April 19, 2021 under the Companies Act, 2013 having its
registered office situated at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,
Kolar Road, Bhopal 462016, Madhya Pradesh. DSCMPL is involved in the business of
"Mine Developer cum Operator for Development and Operation of Siarmal Open Cast
Project in Sundergarh district of Odisha”. DSCMPL is wholly owned subsidiary of the
Company.
During the period under review, the Company has achieved revenue from operations of '
28,011.76 Lakhs and has incurred Net Loss after Tax of ' 1,587.79 Lakhs.
d) OTHERS
i. DBL INFRA ASSETS PRIVATE LIMITED (DIAPL)
DIAPL was Incorporated on May 31, 2010, under the erstwhile Companies Act, 2013 having
its registered office situated at Plot No. 5, Inside Govind Narayan Singh Gate, Chuna
Bhatti, Kolar Road, Bhopal 462016, Madhya Pradesh. The object of the Company is to carry
out the comprehensive infrastructure work, including construction, maintenance and
management of facilities Like roads, bridges, and utilities. It also trades in building
materials and equipment essential for infrastructure projects and undertakes development
projects on a buiLd-operate-transfer basis, as well as power generation and distribution
activities. DIAPL is a wholly owned subsidiary of the Company.
DIAPL has one Associate Company i.e. Narenpur
Purnea Highways Limited as on March 31, 2024.
During the period under review, the Company has achieved revenue from operations of '
5128.20 Lakhs and has incurred Net loss after Tax of ' 5,151.99 Lakhs.
DIAPL has made gain of ' 2594.89 Lakhs on account of Capital Gains shown as Exceptional
Item in its Financials.
ii. DBL INFRATECH PRIVATE LIMITED (DITPL)
DITPL was incorporated on July 08, 2021 under the Companies Act, 2013 having its
registered office situated at Plot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,
KoLar Road, Bhopal 462016, Madhya Pradesh. DITPL is involved in the business of carrying
out the infrastructure related works.” DITPL is the wholly owned subsidiary of the
Company.
During the period under review, the Company has achieved Nil revenue from operations
and has incurred Net Loss after Tax of ' 2,470.45 Lakhs.
iii. DBL INFRAVENTURES PRIVATE LIMITED (DIVPL)
DIVPL was incorporated on July 02, 2021 under the Companies Act, 2013 having its
registered office situated at Plot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,
KoLar Road, Bhopal 462016, Madhya Pradesh. DIVPL is involved in the business of carrying
out the infrastructure related works. DIVPL is the wholly owned subsidiary of the Company.
During the period under review, the Company has achieved Nil revenue from operations
and has incurred Net Profit after Tax of ' 1.29 Lakhs.
iv. DBL INFRADEVELOPERS PRIVATE LIMITED (DIDPL)
DIDPL was incorporated on October 20, 2020 under the Companies Act, 2013 having its
registered office situated at Plot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,
KoLar Road, Bhopal 462016, Madhya Pradesh. DIDPL is involved in the business of
"Carrying out the infrastructure related works.” DIDPL is wholly owned
subsidiary of the Company.
During the period under review, the Company has achieved Nil revenue from operations
and has incurred Net Loss after Tax of ' 1.05 Lakhs.
v. BHOPAL REDEVELOPMENT REALTY PRIVATE LIMITED (BRRPL)
BRRPL was incorporated on January 20, 2021 under the Companies Act, 2013 having its
registered office situated at Plot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,
KoLar Road, BhopaL 462016, Madhya Pradesh. BRRPL is involved in the business of
"RedeveLopment and Redensification of Government Housing under Ram Nagar-Pari Bazaar-
Bara MahaL Scheme, BhopaL, Madhya Pradesh, being developed by the BhopaL DeveLopment
Authority.” BRRPL is whoLLy owned subsidiary of the Company.
During the period under review, the Company has achieved ' 1,788.61 revenue from
operations and has incurred Net Loss after Tax of ' 96.88 Lakhs.
vi. DBL TRANSMISSION PRIVATE LIMITED (DTPL)
DTPL was incorporated on September 15, 2020 under the Companies Act, 2013 having its
registered office situated at PLot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,
KoLar Road, BhopaL 462016, Madhya Pradesh. DTPL is invoLved in the business of carrying
out in India or abroad the business of transmission, distribution, suppLy of power,
eLectricity and other source of energy whether conventionaL or non-conventionaL.”
DTPL is the whoLLy owned subsidiary of the Company.
During the period under review, the Company has achieved NiL revenue from operations
and has incurred Net Loss after Tax of ' 0.85 Lakhs.
vii. ZUARI OBSERVATORY TOWERS LIMITED (ZOTL)
ZOTL was incorporated on January 12, 2024 under the Companies Act, 2013 having its
registered office situated at PLot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,
KoLar Road, BhopaL 462016, Madhya Pradesh. ZOTL is invoLved in the business of
"Construction of Observatory Towers and Viewing GaLLeries incLuding approaches,
decorative Lighting, parking for New Zuari Bridge on NH-17/NH-66 on Panjim- MangaLore
Section on DBFOT Mode in the state of Goa.”. ZOTL is the whoLLy owned subsidiary of
the Company.
During the period under review, the Company has achieved NiL revenue from operations
and has incurred Net Loss after Tax of ' 0.36 Lakhs.
B. DETAILS OF SUBSIDIARIES:
(a) HAM PROJECTS
i. NARENPUR PURNEA HIGHWAYS LIMITED (NPHL)
Narenpur Purnea Highways Limited (NPHL) was incorporated on October 07, 2020 under the
Companies Act, 2013 having its registered office situated at PLot No. 5, Inside Govind
Narayan Singh Gate, Chuna Bhatti, KoLar Road, BhopaL 462016, Madhya Pradesh.
NPHL has been converted from private to pubLic company (NPHL) and has received the
conversion certificate of incorporation from Registrar of companies, GwaLior dated JuLy
12, 2023.
NPHL is invoLved in the business to undertake the project of "Construction and
upgradation of NH - 131A from Km 34.600 (design Ch: 6.000) near Narenpur to Km 79.970
(design Ch: 53.000) near Purnea to 4 Lane standard and from Km 79.970 (design Ch: 53.000)
to Km 82.000 (design Ch: 55.000) near Purnea to 2 Lanes with paved ShouLders standard in
the State of Bihar on Hybrid Annuity Mode.”
The Company (DBL) has acquired 1,21,511 Equity
Shares from DBL Infra Assets Private Limited on June 19, 2024. This is to further
inform you that the company has divested 57,037 Equity Shares to DBL Infraventures Private
Limited on June 20, 2024. The status of NPHL remain same as subsidiary of the Company.
During the period under review, NPHL has achieved revenue from operations of '
46,566.84 Lakhs and has incurred Net Loss after Tax of ' 7,683.83 Lakhs.
ii. REPALLEWADA HIGHWAYS LIMITED (RHL)
RHL was incorporated on October 13, 2020 under the Companies Act, 2013 having its
registered office situated at PLot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,
KoLar Road, BhopaL 462016, Madhya Pradesh. RHL is invoLved in the business to undertake
the project of "Four Laning of NH-363 from RepaLLewada (Design Km 42.000/Existing Km
288.510) to TeLangana/Maharashtra Border (Design Km 94.602/Existing Km 342.000) (Design
Length = 52.602 Km) in the State of TeLangana under NH (O) on Hybrid Annuity Mode
(HAM).”
The Company (DBL) has acquired 3,85,019 Equity
Shares from DBL Infra Assets Private Limited on March 12, 2024. This is to further
inform you that the company has divested 1,80,721 Equity Shares to DBL Infraventures
Private Limited on March 12, 2024 and 2,04,296 Equity shares to ALpha ALternatives
HoLdings Private Limited and its Associates on March 31, 2024. The status of RHL post
transfer remains same as subsidiary of the Company.
During the period under review, the Company has achieved revenue from operations of '
30,326.29 Lakhs and has incurred Net Profit after Tax of ' 1,106.38 Lakhs.
iii. DHROL BHADRA HIGHWAYS LIMITED (DBHL)
DBHL was incorporated on December 29, 2020 under the Companies Act, 2013 having its
registered office situated at PLot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,
KoLar Road, BhopaL 462016, Madhya Pradesh. DBHL is invoLved in the business to undertake
the project of "Four Laning of
DhroL - Bhadra Patiya section of NH- 151A (Between Ex. Km 5+700 to Km 13+600 of SH-25)
and Bhadra Patiya - PipaLiya Section of NH-151A (Between Ex. Km 73+000 to Km. 44+800 and
Ex. Km. 38+350 to 24+000 of CSH-6) in Gujarat through PubLic Private Partnership (PPP)
(the "Project”) on design, buiLd, operate and transfer (the "DBOT
Annuity" or "Hybrid Annuity”) Mode.
The Company (DBL) has acquired 69,538 Equity
Shares from DBL Infra Assets Private Limited on March 12, 2024. This is to further
inform you that the company has divested 63,780 Equity Shares to DBL Infraventures Private
Limited on March 12, 2024 and 72,100 Equity shares to Alpha Alternatives HoLdings
Private Limited and its Associates on March 31, 2024. The status of DBHL post transfer
remains same as the subsidiary of the Company.
During the period under review, DBHL has achieved revenue from operations of '
37,665.49 Lakhs and has incurred Net Loss after Tax of ' 2,910.25 Lakhs.
iv. VILUPPURAM HIGHWAYS LIMITED (VHL)
VHL was incorporated on ApriL 01, 2021 under the Companies Act, 2013 having its
registered office situated at PLot No. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,
KoLar Road, BhopaL 462016, Madhya Pradesh.
The Name of Company has been changed from DBL ViLuppuram Highways Limited (DVHL) to
ViLuppuram Highways Limited (VHL) and the word "DBL” was removed from its name
wef from 06.05.2024.
VHL is invoLved in the business of "4 Laning of ViLuppuram Puducherry Section of
NH-45A (New NH 332) from km 0.000 to km 29.000 (Design Chainage) under BharatmaLa
Pariyojna Phase I (ResiduaL NHDP- IV works) on Hybrid Annuity Mode in the state of TamiL
Nadu and Union Territory of Puducherry”. The Company (DBL) has transferred 51,706
Equity Shares to DBL Infraventures Private Limited on June 20, 2024 and 58452 Equity
shares to ALpha ALternatives HoLdings Private Limited and its Associates on JuLy 12, 2024
and thus its status has changed from WOS to the subsidiary of the Company.
During the period under review, VHL has achieved totaL revenue from operation of '
27,555.89 Lakhs and incurred Net Loss after Tax of ' 3,267.63 Lakhs.
v. DODABALLAPUR HOSKOTE HIGHWAYS LIMITED (DHHL)
DodabaLLapur Hoskote Highways Limited (DHHL) was incorporated on September 25, 2020
under the Companies Act, 2013 having its registered office situated at PLot No. 5, Inside
Govind Narayan Singh Gate, Chuna Bhatti, KoLar Road, BhopaL 462016, Madhya Pradesh.
DHHL has been converted from private to public company (DHHL) and has received the
conversion certificate of incorporation from Registrar of companies, Gwalior dated July
12, 2023.
DHHL is involved in the business to undertake the project of "4 laning from km.
42.000 to km. 80.000 of Dodaballapur Bypass to Hoskote section of NH- 648 (Old NH-207) on
Hybrid Annuity Mode under
Bharatmala Pariyojna in the state of Karnataka (Package-II).”
The Company (DBL) has acquired 1,36,476 Equity
Shares from DBL Infra Assets Private Limited on March 12, 2024. This is to further
inform you that the company has transferred 64,060 Equity Shares to DBL Infraventures
Private Limited on March 12, 2024 and 72,416 Equity shares to Alpha Alternatives Holdings
Private Limited and its Associates on March 31, 2024. The status of DHHL post transfer
remains same as the subsidiary of the Company.
During the period under review, the Company has achieved revenue from operations of '
26,593.28 Lakhs and has incurred Net Profit after Tax of ' 3,607.28 Lakhs.
vi. PATHRAPALI-KATHGHORA HIGHWAYS PRIVATE
LIMITED (PKHPL)
PKHPL was incorporated as a special purpose vehicle on May 07, 2020 to undertake the
project of "Four lane with paved shoulder configuration of Pathrapali-Kathghora (Km.
53.300 to Km. 92.600) Pkg-II of Bilaspur-Kathghora section of NH-111 (New NH-130) in the
State of Chhattisgarh under Bharatmala Pariyojna on Hybrid Annuity Mode.”
The Company (DBL) has transferred 1,05,197 Equity
shares held in Pathrapali-Kathghora Highways Private Limited to Shrem InvIT and its
Nominee on July 03, 2024. PKHPL is no longer associated with the Company as on date of
this Board Report.
During the period under review, the Company has achieved revenue from operations of '
12,652.72 Lakhs and has incurred Net Profit after Tax of ' 2,707.42 Lakhs.
(b) MINING
i. DBL-VPR MINING PRIVATE LIMITED (DVMPL)
DVMPL was incorporated as a special purpose vehicle on January 2, 2018 having its
registered office situated at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,
Kolar Road, Bhopal 462016, Madhya Pradesh. DVMPL is involved in the business "to
carry out the business of prospecting, exploring, operating and working on mines &
quarries and other mining activities in India and elsewhere.” DVMPL is the subsidiary
of the Company.
During the period under review, the Company has not generated any revenue from
operation. Further, at the end of the financial year the company has incurred Net Loss
after Tax of ' 0.71 Lakhs.
ii. DBL PACHHWARA COAL MINE PRIVATE LIMITED (DPCMPL)
DPCMPL was incorporated as a special purpose vehicle on September 04, 2018 having its
registered office situated at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,
Kolar Road, Bhopal 462016, Madhya Pradesh. DPCMPL is involved in the business "to
undertake the project of "Mine Developer Cum Operator for Development and operation
of the Pachhwara Central Coal Mine located in Pakur District of Jharkhand, India with a
peak rated capacity of 7 MTPA.” DPCMPL is the subsidiary of the Company.
During the period under review, the Company has achieved revenue from operations of '
47,528.01 Lakhs and has incurred Net Profit after Tax of ' 892.11 Lakhs.
C. NEWLY INCORPORATED COMPANIES NOT BEING CONSOLIDATED
i. DHARMAPURI-SALEM THOPPUR GHAT LIMITED (DSTHL)
DSTHL was incorporated as a special purpose vehicle on April 07, 2024 having its
registered office situated at Plot no. 5, Inside Govind Narayan Singh Gate, Chuna Bhatti,
Kolar Road, Bhopal 462016, Madhya Pradesh. The Company has made an initial investment in
DSTHL on April 16, 2024. The Company is engaged in the business of "To Undertake the
Project of Improving the Alignment of Thoppur Ghat Section from Km 158+500 to 165+100 in
Dharmapuri - Salem Section of NH-44 under NH(O) 2023-24 on Hybrid Annuity Mode in the
State of Tamil Nadu . The Paid- up capital of the Company is ' 10.00 Lakhs. DSTHL Lis the
wholly owned subsidiary of the Company.
AUDITORS AND AUDITOR'S REPORT
M/s. M.K. Dandeker & Co., Chartered Accountants, Chennai (ICAI Firm Registration
No.000679S), were appointed as a Statutory Auditor of the Company for a term of 5 years at
the 16th Annual General Meeting held on September 30, 2022.
Further informed that, M/s M K Dandeker &
Co., Chartered Accountants, Chennai have been converted into LLP and the name of firm
has been changed to M/s M K Dandeker & Co. LLP, Chartered Accountants, Chennai (ICAI
Firm Registration No: 000679S / S000103).
M/s M K Dandeker & Co. LLP, Chartered Accountants, have audited the books of
accounts of the Company for the financial year ended March 31, 2024 and have issued the
Auditor's Report there on. There are no qualifications or reservations or adverse remarks
or disclaimers in the said report. Further, no fraud has been reported by the Auditors to
the Audit Committee or the Board during the period under review.
The Auditor's Report, read together with the notes on financial statements are
self-explanatory and hence do not call for any further comments under section 134 of the
Act.
The Company has obtained a certificate of independence and eligibility for their
appointment as Statutory Auditors and the same are within the limits as specified in
section 141 of the Companies Act, 2013 and have also confirmed that they are not
disqualified for re-appointment.
Cost Auditors and their Report
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company
has been carrying out audit of Cost Records every year. The Board of Directors, on the
recommendation of Audit Committee, has appointed M/s Yogesh Chourasia & Associates,
Cost Accountants, Bhopal (ICWAI Firm Registration No. 000271), as Cost Auditors of the
Company for conducting the Cost Audit of the Company for the Financial Year 2023-24. As
required under the Companies Act, 2013, a resolution seeking members' ratification for the
remuneration payable to the Cost Auditor forms part of the Notice convening the Annual
General Meeting. The Company has already filed the Cost Audit Report for the Financial
Year 2022-23 with the Central Government. The Cost Audit Report for the Financial Year
2023-24 does not contain any qualification, reservation or adverse remark. The Company has
obtained Cost Audit Report for the year
2023-24 and is in process to file the same with the Central Government.
Secretarial Auditors
Secretarial Audit Report for the Financial Year 202324 issued by M/s Amit Kumar Jain
& Associates,
Practicing Company Secretaries, Bhopal (Firm Registration No. S2006MP090300) in Form
MR-3 which is annexed to the Board's Report as Annexure-1 which is self-explanatory and do
not call for any further explanation of the Board.
Internal Auditors
As per the provisions of Section 138 of the Companies Act, 2013, the Board of Directors
had appointed M/s RSM Astute Consulting Private Limited, Mumbai as an Internal Auditor to
conduct internal audit of the Company for the Financial Year 2023-24.
The Internal Audit Report for the Financial Year 202324 issued by M/s RSM Astute
Consulting Private Limited, Mumbai is submitted to the Audit Committee and the Board at
their meetings held on May 10, 2024 respectively.
Annual Return
The copy of annual return is prepared in form MGT-7 as per the provisions of the
companies Act, 2013 and will be placed on the Company website at https://
dilipbuildcon.com/investors/shareholders-centre/
Conservation of energy, technology absorption and foreign exchange earnings and outgo:
The particulars as required to be furnished for the year 2023-24 are as under:
| Particulars |
Comments |
| (A) Conservation of energy |
|
| (i) the steps taken or impact on conservation of energy; |
Since the Company does not own any manufacturing facility, the Operations
of the Company are not energy intensive. However, the Company always focuses on
conservation of energy, wherever possible. |
| (ii) the steps taken by the Company for utilizing alternate sources of
energy; |
|
| (iii) the capital investment on energy conservation equipment's |
|
| (B) Technology absorption |
|
| (i) the efforts made towards technology absorption |
During the year the Company has not spent any amount towards research and
developmental activity. |
| (ii) the benefits derived like product improvement, cost reduction,
product development or import substitution; |
|
| (iii) in case of imported technology (imported during the last three
years reckoned from the beginning of the financial year): |
|
| Particulars |
Comments |
| (a) the details of technology imported |
|
|
| (b) the year of import |
|
|
| (c) whether the technology been fully absorbed |
|
|
| (d) i f not fully absorbed, areas where absorption has not taken place,
and the reasons thereof; and |
|
|
| (iv) the expenditure incurred on Research and Development |
During the year the Company has not spent any amount
towards research and developmental activity. |
| C) Foreign exchange earnings and Outgo |
Inflow |
Out Flow (' in Lakhs) |
| The Foreign Exchange earned in terms of actual inflows during the year
and the Foreign Exchange outgo during the year in terms of actual outflows |
Nil |
1,972.24 |
Human Resources Development
The Company has continuously adopted structures that help attract best external talent
and promote internal talent to higher roles and responsibilities. DBL's people centric
focus providing an open work environment, fostering continuous improvement and development
has helped several employees realize their career aspirations during the year.
The Company is committed to nurturing, enhancing and retaining its top talent through
superior learning and organizational development. This is a part of our Corporate HR
function and a critical pillar to support the organization's growth and its sustainability
in the long run.
Company's Health and Safety Policy commits to comply with applicable legal and other
requirements connected with occupational Health, Safety and Environment matters and
provide a healthy and safe work environment to all employees of the Company.
Board of Directors and Key Managerial Personnel.
Board of Directors and Key Managerial personnel Pursuant to the provisions of section
203 of the Companies Act, 2013 and the rules made their under, following are the Board of
Directors and Key Managerial Personnel of the Company as on March 31, 2024:
| Name of Directors/ KMPs |
Current Designation |
Original Date of appointment |
Nature of Changes |
Date of Cessation |
DIN/PAN |
| 1 Mr. Dilip Suryavanshi |
Chairman and Managing Director |
12.06.2006 |
- |
- |
00039944 |
| 2 Mr. Devendra Jain |
Managing Director & CEO |
01.04.2009 |
|
- |
02374610 |
| 3 Mr. Ashwini Verma |
Independent Director |
05.08.2014 |
|
- |
06939756 |
| 4 Dr. Amogh Kumar Gupta |
Independent Director |
05.08.2014 |
|
- |
06941839 |
| 5 Mr. Satish Chandra Pandey |
Independent Director |
23.01.2015 |
|
- |
07072768 |
| 6 Mr. Vijay Chhibber |
Independent Director |
28.02.2017 |
|
- |
00396838 |
| 7 Mr. Malay Mukherjee |
Independent Director |
13.02.2018 |
|
|
02272425 |
| 8 Ms. Ratna Dharashree Vishwanathan* |
Woman Independent Director |
30.03.2019 |
Re-appointed for second term |
- |
07278291 |
| 9 Mr. Sanjay Kumar Bansal |
Chief Financial Officer |
31.05.2022 |
|
- |
a********e |
| 10 Mr. Abhishek Shrivastava |
Company Secretary & Compliance Officer |
23.01.2015 |
- |
- |
A********Q |
* Ms. Ratna Dharashree Vishwanathan (DIN: 07278291) was re-appointed for second term
pursuant to approval of shareholders in the AGM dated September 18, 2023.
a) Directors seeking appointment/re- appointment
In terms of the provisions of the Companies Act, 2013, Mr. Devendra Jain (02374610),
Managing Director of the Company will retire by rotation and being eligible, offer himself
for re-appointment at the ensuing Annual General Meeting.
In case of appointment/re-appointment of Directors, the details of respective Directors
as stipulated under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 are included in the Notice of Annual General Meeting.
b) Retirement of Mr. Ashwini Verma & Dr. Amogh Kumar Gupta (Independent Directors)
Mr. Ashwini Verma (DIN: 06939756) & Dr. Amogh Kumar Gupta (DIN: 06941839), were
retired from the position of the Independent Directors on completion of their second and
final term of office as Independent Directors of the Company w.e.f. August 04, 2024. The
Board of Directors and the Management of the Company expressed deep appreciation and
gratitude to the aforesaid directors for their extensive contribution and stewardship.
c) Women Independent Director
Ms. Ratna Dharashree Vishwanathan (DIN: 07278291) was appointed as Woman Independent
Director on the Board as required under the provisions of the Companies Act, 2013 and the
SEBI (LODR) Regulations, 2015.
d) Independent Directors and their Declaration
During the year under review, the Company is having 6 (Six) Independent Directors which
are in accordance with the requirement of the SEBI (LODR) Regulations, 2015 as well as
under the Companies Act, 2013. However, Mr. Ashwini Verma (DIN: 06939756) & Dr. Amogh
Kumar Gupta (DIN: 06941839), were retired from the position of the Independent Directors
w.e.f. August 04, 2024.
The terms and conditions of appointment of the Independent Directors are placed on the
website at the following weblink https://dilipbuildcon.com/wp-content/uploads/2024/01/
TermsandconditionofappointmentIndependentDirector. pdf
All the Independent Directors have confirmed that they meet the criteria as mentioned
under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 read with Section 149(6) of
the Companies Act, 2013. As per the SEBI (LODR)
Regulations 25 (8) states that every Independent Director, at the first meeting of the
Board in which he participates as a Director and thereafter at the first meeting of the
Board in every financial year, or whenever there is any change in the circumstances which
may affect his status as an independent director, submit a declaration that he meets the
criteria of independence as provided in clause of sub-regulation (1) of regulation 16 and
that he is not aware of any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact his ability to discharge his duties with an
objective independent judgment and without any external influence and the board of
directors of the company shall take on record the declaration and confirmation submitted
by the independent director under sub-regulation (8) after undertaking due assessment of
the veracity of the same.
In the opinion of the Board, the Independent Directors possess the requisite expertise
and experience (Including the proficiency of the independent director as ascertained from
the online proficiency self-assessment test conducted by the Indian Institute of Corporate
Affairs notified under sub-section (1) of section 150 of the Companies Act, 2013 and are
the persons of high integrity and repute. They fulfill the conditions specified in the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and the Rules made thereunder and
are independent of the management.
The Independent Directors have registered their names in the data bank maintained with
the Indian Institute of Corporate Affairs. As per the proviso to Rule 6(4) of the
Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent
Directors of the Company have passed or are exempted from undertaking the online
proficiency self-assessment test. These confirmations have been placed before the Board.
None of the Independent Directors hold office as an Independent Director in more than
seven listed companies as stipulated under Regulation 17A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The maximum tenure of Independent
Directors is determined in accordance with the Act and rules made thereunder, in this
regard, from time to time.
e) Programme for familiarization of Directors
The Company conducts familiarization programme for all the directors at the time of
their appointment and also at regular intervals to enlighten the directors regarding their
roles, rights and responsibilities in the Company and the nature of the industry in which
the Company operates, the business model of the Company etc. The details regarding the
familiarization programme conducted during the year are put up on the website of the
company and can be accessed at the following weblink
https://dilipbuildcon.com/wp-content/uploads/2024/08/
DirectorsFamiliarizationProgramme.pdf
Constitution of the Board of Directors and their Meetings
a) Constitution of the Board
The composition of the Board is in conformity with Regulation 17 of the SEBI (LODR)
Regulations, 2015 and
Section 149 of the Companies Act, 2013. The Company's policy is to maintain optimum
combination of Executive and Non-Executive Directors. As on March 31, 2024, the Company
has 8 (Eight) Directors. Out of the 8 (Eight)
Directors, 2 (Two) are Executive Directors and 6 (six) are Non-Executive, Independent
Directors.
Mr. Dilip Suryavanshi, Chairman & Managing Director and Mr. Devendra Jain, Managing
Director & CEO of the Company, are the Promoters of the Company. The Members of the
Board are highly qualified and having varied experience in their respective field and they
assist the Board to discharge their functions from time to time.
Mr. Dilip Suryavanshi was re-appointed as the Managing Directors of the Company for the
period of three years
w.e.f August 26, 2021 and Mr. Devendra Jain was reappointed as the Managing Directors
of the Company for remaining period of his appointment w.e.f. August 12, 2022. As the
existing tenure of Mr. Dilip Suryavanshi and Mr. Devendra Jain, Managing Directors of the
Company will expire on August 25, 2024 and considering vast experience which they carry
and valuable services rendered by them for the growth of the Company and pursuant to the
recommendation of Nomination and Remuneration Committee, the Board hereby recommends their
reappointment as Managing Directors for a further term/ period of 3 (three) years w.e.f.
August 26, 2024 subject to the approval of members in the Annual General Meeting.
b) Meetings of the Board
The Company prepares the schedule of the Board Meeting in advance to assist the
Directors in scheduling their programme. The agenda of the meeting is circulated to the
members of the Board well in advance along with necessary papers, reports, recommendations
and supporting documents so that each Board member can actively participate on agenda
items during the meeting.
The Board met 6 (Six) times during the Financial Year 202324. The maximum interval
between any two meetings did not exceed 120 days. The details of Board meetings held
during the financial year 2023-24 are as follows:
| S. No |
Date of Board Meeting |
Board Strength |
No. of Directors Present |
| 1 |
01.05.2023 |
8 |
8 |
| 2 |
19.05.2023 |
8 |
8 |
| 3 |
10.07.2023 |
8 |
8 |
| 4 |
04.08.2023 |
8 |
8 |
| 5 |
07.11.2023 |
8 |
8 |
| 6 |
12.02.2024 |
8 |
7 |
Attendance of Directors at the Board Meetings and at the last Annual General Meeting
(AGM)
| Name of the Directors |
meetings during the year 2023-24 |
Whether attended last AGM |
|
Held |
Attended |
|
| Mr. Dilip Suryavanshi |
6 |
6 |
Yes |
| Mr. Devendra Jain |
6 |
6 |
Yes |
| Mr. Ashwini Verma |
6 |
6 |
Yes |
| Dr.Amogh Kumar Gupta |
6 |
6 |
Yes |
| Mr. Satish Chandra Pandey |
6 |
6 |
Yes |
| Mr. Vijay Chhibber |
6 |
5 |
Yes |
| Mr. Malay Mukherjee |
6 |
6 |
Yes |
| Ms. Ratna Dharashree Vishwanathan |
6 |
6 |
Yes |
c) Information available for the members of the Board
• The Board has complete access to any information within the Company. The Company
has provided inter alia following information:
• Financial results of the Company, its Subsidiaries;
• Minutes of meetings of the Board, Committees, resolutions passed by circulations
and minutes of the meetings of the Board of Subsidiary Companies;
• Periodic compliance/reports which includes noncompliance, if any;
• Disclosures received from Directors;
• Related party transactions;
• Regular business updates;
• Action Taken Report on decisions of previous Board
Meetings;
• Various Policies of the Board;
• Code of Conduct for the members of the Board;
• Discussion with the Auditors and the audit committee members.
Governance codes
a) Code of Business Conduct & Ethics
The Company has adopted Code of Conduct for Board of Directors and Senior Management
("the Code”) which is applicable to the Board of Directors and all Employees of
the Company. The Board of Directors and the members of Senior Management Team of the
Company are required to affirm Compliance of this Code. The Company has received the
annual affirmation declaration from the Board of Directors and Senior Management. The Code
requires Directors and Employees to act honestly, fairly, ethically and with integrity,
conduct themselves in professional, courteous and respectful manner. The Code is displayed
on the Company's website at the following weblink
https://dilipbuildcon.com/wp-content/uploads/2024/01/
ConductBoardofDirectorsandSeniorManaaement.Ddf
b) Conflict of Interests
Each Director informs the Company on an annual basis about the Board and the Committee
positions they occupies in other Companies including Chairmanships and notify changes
during the year. The Members of the Board while discharging their duties, avoid conflict
of interest in the decision-making process. The Members of Board restrict themselves from
any discussions and voting in transactions in which they have concern or interest.
c) Insider Trading Code
The Company has adopted a Code of conduct for prevention of Insider Trading ("the
Code”) in accordance with the SEBI (Prohibition of Insider Trading) Regulations,
2015, amended time to time (the PIT Regulations). This Code is displayed on the Company's
website at the following weblink https://dilipbuildcon.com/wp-content/
uDloads/2024/01/CodeofConductforInsiderTradina.Ddf
The code shall be applicable to the insiders of the Company which includes all
insiders, designated persons and their immediate relatives, connected persons, fiduciaries
and intermediaries and shall come into effect from the date of listing of equity shares of
the Company on a Stock Exchange in India subsequent to an initial public offering of the
equity shares of the Company. The Chief Financial
Officer of the Company is the Compliance Officer for monitoring adherence to the said
PIT Regulations.
The Company has also formulated 'The Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information (UPSI)' in compliance with the PIT
Regulations. This Code is displayed on the
Company's website at the following weblink https://
dilipbuildcon.com/wp-content/uploads/2024/01/ CodeofProceduresforFairUPSI.pdf
Further, pursuant to the amendments in SEBI (PIT) Regulations, 2018, the Company has
also formulated Policy for Procedure of Inquiry in case of Leak of Unpublished Price
Sensitive Information and constituted an Enquiry Committee to take appropriate action on
becoming aware of leak of unpublished price sensitive information and inform the Board
promptly of such leaks, inquiries and results of such inquiries. The Policy is displayed
on the Company's website at the following weblink https://
diliDbuildcon.com/wD-content/uDloads/2024/01/9. PolicuofInouiruinCaseofLeakofUPSI.Ddf
The composition of Enquiry Committee for leak of Unpublished Price Sensitive
information comprises of 3 (three) Members which include Managing Director, Chief
Executive officer and Chief Financial Officer of the Company.
During the period under review, the Company has not received any complaints related to
leak of Unpublished Price Sensitive information. No meeting was held during the financial
year 2023-24.
DIRECTORS AND OFFICERS LIABILITY INSURANCE (D & O)
Pursuant to Regulation 25(10) of the Listing Regulations, the Company has taken the
Directors and Officers Liability Insurance ('D & O Insurance') policy for all the
Directors including Independent Directors of the Company for indemnifying them against any
liability in respect of any negligence, default, misfeasance, breach of duty, or breach of
trust for which they may be guilty in relation to the Company.
COMMITTEES OF THE BOARD
The Board of Directors has constituted various mandatory and other Committees to deal
with specific areas and activities which concern the Company and requires a closer review.
The Committees are formed with approval of the Board and function Charters as per the
applicable provisions. These Committees play an important role in the overall management
of day- to-day affairs and governance of the Company. The Board Committees meet at regular
intervals and take necessary steps to perform its duties entrusted by the Board. The
Minutes of the Committee Meetings are placed before the Board for noting. During the year
under review, the Board has the following Committees:
1. Audit Committee
The Audit Committee was constituted by our Board in accordance with Section 177 of the
Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The
composition, quorum, terms of reference, functions, powers, roles and scope are in
accordance with Section 177 of the Companies Act, 2013 and the Regulation 18 of the SEBI
(LODR) Regulations, 2015. The details of the members of audit committee are as under and
all the members of the committee are financially literate and possesses financial
expertise:
Audit committee met 5 (five) times during the Financial Year 2023-24. The Committee met
on May 18, 2023, July 10, 2023, August 03, 2023, November 07, 2023 and February 12, 2024.
The requisite quorum was present at all the Meetings. The Chairman of the Audit Committee
was present at the 17th Annual General Meeting of the Company held in Financial
Year 2023-24.
| Name of Directors |
Designation |
Number of meetings attended |
| 1 Ms. Ratna Dharashree Vishwanathan |
Chairperson - Independent Director |
5 of 5 |
| 2 Mr. Satish Chandra Pandey |
Member - Independent Director |
5 of 5 |
| 3 Mr. Devendra Jain |
Member -Managing Director & CEO |
5 of 5 |
Mr. Abhishek Shrivastava, Company Secretary also acts as Secretary to the Committee.
The terms of reference of Audit Committee Inter-alia, includes the following:
1. Overseeing 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
the Statutory Auditor of the Company;
3. Approving payments to Statutory Auditors for any other services rendered by them;
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 Section 134 (3)(c) 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) Modified opinion(s) in the draft Audit Report.
5. Reviewing, with the management, the quarterly, half-yearly and Annual 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 (preferential issue, rights issue etc.), the statement of funds utilized
for purposes other than those stated in the offer document/ prospectus/notice and the
report submitted by the monitoring agency monitoring the utilization of proceeds of a
public or rights issue, and making appropriate recommendations to the Board to take up
steps in this matter. This also includes monitoring the use or application of the funds
raised through the proposed initial public offering by our Company;
7. Reviewing and monitoring the auditor's independence and performance, and
effectiveness of audit process;
8. Approving of any subsequent modification of transactions of the Company with related
parties;
9. Scrutinizing inter-corporate loans and investments;
10. Valuing undertakings or assets of the Company, wherever it is necessary;
11. Evaluating internal financial controls and risk management systems;
12. Reviewing, with the management, the performance of statutory and internal auditors,
and 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. Discussing with internal auditors any significant findings and follow up thereon;
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. Discussing with statutory auditors, internal auditors, secretarial auditors and
cost auditors before the audit commences, about the nature and scope of audit as well as
post-audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors;
18. To review the functioning of the whistle blower mechanism;
19. Establishing a vigil mechanism policy for directors and employees to report their
genuine concerns and grievances.
20. Approval of appointment of the CFO (i.e., the wholetime Finance Director or any
other person heading the finance function or discharging that function) after assessing
the qualifications, experience and background, etc. of the candidate;
21. Review and monitor the process for compliance with laws, regulations and the code
of conduct as per SEBI Insider Trading Regulations, 2015, and all other applicable Laws,
rules and regulations, if any
22. Review all the provisions as per the Companies Act, 2013 and Securities and
Exchange Board of India (LODR) Regulations, 2015 as amended from time to time; and
23. Carrying out any other function as mentioned in the terms of reference of the Audit
Committee.
The Audit Committee also mandatorily review the following information:
. Management discussion and analysis of financial condition and result of operations;
i. Statement of significant related party transactions (as defined by the Audit
Committee), submitted by management;
ii. Management letters/letters of internal control weaknesses issued by the Statutory
Auditor;
v. Internal audit reports relating to internal control weaknesses;
v. The appointment, removal and terms of remuneration of the Chief Internal Auditor
shall be subject to review by the Audit Committee; and
vi. Statement of deviations:
a) Quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of the Securities and Exchange Board
of India (LODR) Regulations, 2015; and
b) Annual statement of funds utilized for purposes other than those stated in the offer
document / prospectus / notice in terms of the Securities and Exchange Board of India
(LODR) Regulations, 2015.
The Board considered and approved the same and instructed to forward the matter to the
audit committee for its noting and record.
The powers of the Audit Committee include the following:
i. To investigate any activity within its terms of reference;
ii. To seek information from any employee;
iii. To obtain outside legal or other professional advice; and
iv. To secure attendance of outsiders with relevant expertise, if it considers
necessary.
Details of establishment of vigil mechanism for directors and employees
The Company has formulated the Vigil Mechanism and Whistle Blower Policy. The policy
aims for conducting the affairs in a fair and transparent manner by adopting highest
standards of professionalism, honesty, integrity and ethical behavior. All permanent
employees of the Company are covered under the Vigil Mechanism Policy.
A mechanism has been established for employees to report concerns about unethical
behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also
provides for adequate safeguards against the victimization of employees who avail the
mechanism and allows direct access to the Chairperson of the Audit Committee in
exceptional cases. Further, during the financial year 2023-24, no whistle blower complaint
has been received against any Promoter, Directors and employees of the Company. The Policy
is available on the website of the Company at the following weblink https://
dilipbuildcon.com/wp-content/uploads/2024/01/1. VigilMechanismandWhistleBlowerPolicy.pdf
2. Stakeholder's Relationship Committee
Stakeholder's Relationship Committee has been constituted by the Board in accordance
with Section 178 (5) of the Companies Act, 2013. Stakeholder's Relationship Committee
consists of the following persons and met 1 (One) time in the Financial Year 2023-24 on
May 01, 2023. The requisite quorum was present at all the Meetings. The details of the
same are as under:
| Name of Directors |
Designation |
Number of meetings attended |
| 1. Mr. Satish Chandra Pandey |
Chairman- Independent Director |
1 of 1 |
| 2. Mr. Dilip Suryavanshi |
Member -Managing Director |
1 of 1 |
| 3. Mr. Devendra Jain |
Member-Managing Director & CEO |
0 of 1 |
| 4. Mr. Ashwini Verma |
Member -Independent Director |
1 of 1 |
| 5. Dr. Amogh Kumar Gupta |
Member- Independent Director |
1 of 1 |
Mr. Abhishek Shrivastava, Company Secretary also acts as Secretary to the Committee.
This is to further Informed that the company at its Board meeting held on August 13,
2024 has re-constituted the Stakeholder's Relationship Committee due to retirement of Mr.
Ashwini Verma and Dr. Amogh Kumar Gupta as independent directors of the company. The
details of the re-constituted Committee are as under: -
| Name of Directors |
Designation |
| 1. Mr. Satish Chandra Pandey |
Chairman- Independent Director |
| 2. Mr. Dilip Suryavanshi |
Member -Managing Director |
| 3. Mr. Devendra Jain |
Member-Managing Director & CEO |
The terms of reference of the Stakeholder's Relationship
Committee of the Company includes the following:
a) Consider and resolve grievances of the security holders of the Company, including
complaints related to the transfer of shares, non-receipt of Annual Report and non-receipt
of declared dividends; and
b) Carrying out any other function as prescribed under the SEBI (LODR) Regulations,
2015.
STATUS OF INVESTOR COMPLAINTS FOR EQUITY AND DEBT FOR THE FINANCIAL YEAR 2023-24
During the year one complaint was received, attended and resolved by the Company.
Details of the same are as under
| Particulars |
Pending as on April 01, 2023 |
During the Financial Year 2023-24 |
Pending as on March 31, 2024 |
|
|
Received |
Redressed |
|
| Shareholder Complaints |
NIL |
1 |
1 |
Nil |
3. Nomination and Remuneration Committee
The Nomination and Remuneration Committee has been constituted by the Board in
accordance with the provision of section 178 of Companies Act, 2013 and Regulation 19 of
SEBI (LODR) Regulations, 2015.
The Nomination and Remuneration Committee consists of the following persons and all the
members of the committee are Independent Directors. The Committee met 3 (Three) times
during the Financial Year 2023-24 on May 18, 2023, August 03, 2023 and November 04, 2023.
The requisite quorum was present at all the Meetings. The Chairman of the Nomination
and Remuneration Committee was present at the 17th Annual General Meeting of the Company
held in the Financial Year 2023-24.
The details of the same are as under:
| Name of Directors |
Designation |
Number of meetings attended |
| 1. Mr. Satish Chandra Pandey |
Chairman -Independent Director |
3 of 3 |
| 2. Mr. Ashwini Verma |
Member - Independent Director |
3 of 3 |
| 3. Dr. Amogh Kumar Gupta |
Member - Independent Director |
3 of 3 |
Mr. Abhishek Shrivastava, Company Secretary acts as Secretary to the Committee.
This is to further Informed that the company through circular resolution dated August
09, 2024 has reconstituted the Nomination and Remuneration Committee due to retirement of
Mr. Ashwini Verma and Dr. Amogh Kumar Gupta as independent directors of the company. The
details of the re-constituted Committee are as under: -
| Name of Directors |
Designation |
| 1. Mr. Satish Chandra Pandey |
Chairman- Independent Director |
| 2. Mr. Vijay Chhibber |
Member - Independent Director |
| 3. Ms. Ratna Dharashree |
Member - |
| Vishwanathan |
Independent Director |
The Nomination and Remuneration policy was adopted by the Board on the recommendation
of Nomination & Remuneration Committee. The Policy is available on the website of the
Company at the following weblink https:// dilipbuildcon.com/wp-content/uploads/2024/01/2.
NominationandRemunerationPolicy.pdf
Brief description of terms of reference:
• Formulation of the criteria for determining qualifications, positive attributes
and independence of a director and recommend to the Board a policy relating to, the
remuneration of the Directors, Key Managerial Personnel and other employees;
• Formulation of criteria for evaluation of performance of independent Directors
and the Board;
• Devising a policy on Board diversity;
• 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 their appointment and removal and evaluation of Director's performance;
• Determining whether to extend or continue the term of appointment of the
Independent Director, on the basis of report of performance evaluation of independent
directors;
• Carrying out any other function as prescribed under the SEBI Listing
Regulations;
• Recommend to the board, all remuneration, in whatever form, payable to senior
management; and
• Performing such other activities as may be delegated by the Board of Directors
and/or are statutorily prescribed under any law to be attended by the Nomination and
Remuneration Committee.
Mechanism for Evaluation of Board, Committees, Chairperson and Individual Directors
The Nomination and Remuneration Committee and the Board have laid down the manner in
which formal annual evaluation of the performance of the Board, Committees, Individual
Directors, CEO & MD and the Chairman has to be made. Pursuant to the provisions of the
Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, a structured questionnaire was
prepared after taking into consideration the various aspects of the Board's functioning,
composition of the Board and its Committees, culture, execution and performance of
specific duties, obligations and governance. All Directors responded through a structured
questionnaire giving feedback about the performance of the Board, its Committees,
Individual Directors, CEO & MD and the Chairman.
For the year under review, M/s D.K. Jain, Practising Company Secretaries, was engaged
to receive the responses of the Directors and consolidate/analyse the responses. As per
Section 134(3) read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the evaluation
is done by the Independent Directors of the Board for the performance of the executive
directors with specific focus on the performance and effective functioning of the Board
and Individual Directors, areas of improvement for the Directors and for the aforesaid
purpose, Independent Directors of the Company have conducted their separate meeting on
August 12, 2024 The Board of Directors expressed their satisfaction with the evaluation
process.
Criteria for evaluation of Board as a whole
i. Board Composition & Quality;
ii. Board Meetings;
iii. Committees;
iv. Core Governance & Compliance; and
v. Risk Management.
Criteria for evaluation of Committees
i. Structure of committees;
ii. Appropriateness of delegation of responsibilities by the Board to its committees;
iii. Composition of the committees;
iv. The meetings are conducted in a manner that ensures open communication and
meaningful participation;
v. The amount of information received is appropriate for discussion and decision making
purposes;
vi. The reporting by each of the Committees to the Board is sufficient;
vii. Committees takes effective and proactive measures to perform its functions; and
viii. The frequency of the Committee meetings is adequate Criteria for evaluation of
Chairperson
i. Leadership; and
ii. Managing Relationships.
Criteria for evaluation of the Executive Directors
i. Strategy Formulation & Execution;
ii. Board Meetings;
iii. Interpersonal Skills;
iv. Leadership;
v. Diligence; and
vi. Knowledge & Expertise.
Criteria for evaluation of the Independent Directors
i. Knowledge & Expertise;
ii. Participation in Board Meetings;
iii. Interpersonal Skills;
iv. Professional Conduct & Independence;
v. Diligence;
vi. Roles & Responsibilities; and Disclosure & Reporting
Company's policy on remuneration of Directors, KMPs and other employees:
The Policy of the Company on remuneration of Directors, KMPs and other employees
including criteria for determining qualifications, positive attributes, independence of a
Director and other matters provided under section 178(3) of the Companies Act, 2013, is
available on our website, at https://dilipbuildcon.com/wp-content/
uoloads/2024/01/2.NominationandRemunerationPolicu. pdf
4. Corporate Social Responsibility (CSR) Committee
CSR is commitment of the Company to improve the quality of life of the community and
society at large and an initiative to assess and take responsibility for the company's
effects on environment and social wellbeing. The Company believes in undertaking business
in such a way that it leads to overall development of all stakeholders and society.
CSR Committee consists of the following persons and met 2 (Two) times during the
Financial Year 2023-24 July 10, 2023 and August 03, 2023. The requisite quorum was present
at all the Meetings.
The members of the Committee, Meetings and Attendance during the financial year 2023-24
are as under:
| Name of Directors |
Designation |
Number of meetings attended |
| 1 Mr. Vijay Chhibber |
Chairman -Independent Director |
2 of 2 |
| 2 Ms.Ratna Dharashree Vishwanathan |
Member -Independent Director |
2 of 2 |
| 3 Mr. Ashwini Verma |
Member -Independent Director |
2 of 2 |
| 4 Mr. Dilip Suryavanshi |
Member -Managing Director |
1 of 2 |
| 5 Mr. Devendra Jain |
Member -Managing Director & CEO |
1 of 2 |
Mr. Abhishek Shrivastava, Company Secretary also acts as Secretary to the Committee.
This is to further Informed that the company at its Board meeting held on August 13,
2024 has re-constituted the Corporate Social Responsibility (CSR) Committee due to
retirement of Mr. Ashwini Verma as independent director of the company. The details of the
re-constituted Committee are as under: -
| Name of Directors |
Designation |
| 1. Mr. Vijay Chhibber |
Chairman- Independent Director |
| 2. Mr. Dilip Suryavanshi |
Member - Managing Director |
| 3. Mr. Devendra Jain |
Member - Managing Director & CEO |
| 4. Ms. Ratna Vishwanathan |
Member - Independent Director |
CSR policy was adopted by the Board on the recommendation of CSR Committee. As per the
Rule 9 of Companies (CSR Policy) Rules, 2014, the Corporate Social Responsibility Policy
is available on the website of the Company at the following weblink https://dilipbuildcon.
com/wp-content/uploads/2024/01/5.CSRPolicy.pdf
Report on Corporate Social Responsibility as per Rule 8 of Companies (Corporate Social
Responsibility policy) Rules, 2014 is prepared and same is annexed to the Board's Report
as Annexure-2 of the Board Report.
Further, the Company at its Board meeting held on July 10, 2023, has approved the CSR
funds of ' 297.14 Lakhs to be spent in the FY 2023-24. The Board has also approved the
allocation of CSR fund of ' 440.79 Lakhs for 5 on-going projects under the CSR activities.
The details of amount budgeted, spent and unspent are included in the said report
i.e.,Annexure - 2.
5. Group Governance Committee
The Group Governance Committee has been constituted by the Board of Directors of the
Company and authorized the committee to evaluate the Corporate Governance of unlisted
subsidiaries of the Company with the composition of three Independent Directors.
The Group Governance Committee consists of following persons and met 1 (One) time
during the Financial Year 2023-24 on November 07, 2023. The requisite quorum was present
at the Meeting. The details of the same are as under:
| Name of Directors |
Designation |
Number of meetings attended |
| 1. Mr. Satish Chandra Pandey |
Chairman -Independent Director |
1 of 1 |
| 2 Dr. Amogh Kumar Gupta |
Member- Independent Director |
1 of 1 |
| 3 Mr. Vijay Chhibber |
Member- Independent Director |
1 of 1 |
| 4 Mr. Malay Mukherjee |
Member- Independent Director |
1 of 1 |
Mr. Abhishek Shrivastava, Company Secretary acts as Secretary to the Committee.
This is to further Informed that the company at its Board meeting held on August 13,
2024 has re-constituted the Group Governance Committee due to retirement of Dr. Amogh
Kumar Gupta as independent director of the company. The details of the re-constituted
Committee are as under: -
| Name of Directors |
Designation |
1. Mr. Satish Chandra Pandey |
Chairman- Independent Director |
| 2. Mr. Vijay Chhibber |
Member - Independent Director |
| 3. Mr. Malay Mukherjee |
Member - Independent Director |
Brief description of terms of reference:
i. To formulate a strong and effective group governance policy;
ii. Establish a Framework for evaluation of the Corporate Governance of the unlisted
Subsidiaries of the Company;
iii. Oversee & evaluate the performance and Corporate Governance practices of the
unlisted Subsidiaries of the Company;
iv. Report any deviation to the Board;
v. To ensure mandatory disclosures are made to the concerned authorities by the
Subsidiaries Companies;
vi. To ensure that composition of Board of Directors and Committees of subsidiaries are
commensurate with the Companies Act, 2013;
vii. To ensure role of the Board and Committees of subsidiaries are clearly defined and
they meet at suitable intervals;
viii. To monitor Subsidiary's Board effectiveness and its roles;
ix. To recommend such governance practices as may be deemed fit to the unlisted
subsidiaries upon getting
x. driving consistency in respect of governance and regulatory conduct matters across
the Group;
xi. overseeing compliance with the corporate governance principles, culture and ethical
values of the Group in line with the Group's strategic priorities, including the provision
of approvals where required;
xii. To assist in the compliance of regulatory requirements as may be necessary for
various authorities viz. Registrar of Companies, Ministry of Corporate Affairs, NHAI,
MPRDC, MHRDC, other Central, State and semi government organisations, Banks, Tax
Authorities etc.
xiii. To review the operational and financial performance of the Subsidiaries and if
necessary, advise for the betterment.
6. Risk Management
The Risk Management Committee has been constituted by the Board in accordance with
Regulation 21 of SEBI (LODR)
Regulations, 2015.
The Risk Management Committee consists of following members and met 4 (Four) times
during the Financial Year 2023-24 on May 18, 2023, July 08, 2023, November 07, 2023 and
February 10, 2024. The requisite quorum was present at all the Meetings. The details of
the same are as under:
| Name of Directors |
Designation |
Number of meetings attended |
| 1. Mr. Dilip Suryavanshi |
Chairman - Managing Director |
4 of 4 |
| 2. Mr. Devendra Jain |
Member -Managing Director & CEO |
4 of 4 |
| 3. Mr. Malay Mukherjee |
Member - Independent Director |
4 of 4 |
| 4. Mr. Satish Chandra Pandey |
Member - Independent Director |
3 of 4 |
Mr. Abhishek Shrivastava, Company Secretary acts as Secretary to the Committee.
Brief description of terms of reference:
1. Laying down risk assessment plan, minimization procedures and informing the Board of
the same;
2. Framing, implementing, reviewing and monitoring the risk management plan for the
Company; and
3. Performing such other activities as may be delegated by the Board and/or are
statutorily prescribed under the SEBI (LODR) Regulations, 2015.
The Committee has formulated a Risk Assessment and Management Policy to create and
protect shareholder's value by minimizing threats or losses and identifying and maximizing
opportunities. Risk Management Policy of the Company outlines different kinds of risks and
risk mitigating measures to be adopted by the Board. The Company has adequate internal
control systems and procedures to combat the risk. The Risk Assessment and Management
Policy is available at weblink: https:// dilipbuildcon.com/wp-content/uploads/2024/01/6.
RiskAssessmentandManagementPolicy.pdf
7. Enquiry Committee for leak of Unpublished Price Sensitive Information
Pursuant to the amendments in SEBI (PIT) Regulations,
2018, the Company has also formulated Policy for Procedure of Inquiry in case of Leak
of Unpublished Price Sensitive Information and constituted an Enquiry Committee to take
appropriate action on becoming aware of leak of unpublished price sensitive information
and inform the Board promptly of such leaks, inquiries and results of such inquiries.
The composition of Enquiry Committee for leak of Unpublished Price Sensitive
information comprises of 3 (three) Members which include Managing Director, Chief
Executive officer and Chief Financial Officer of the Company.
The Company has not received any Complaint related to leak of unpublished price
sensitive information of the Company hence no meeting was held during the financial year
2023-24. Further, the Company is intimating to the Stock Exchanges regarding the price
sensitive information on regular basis as per the SEBI (LODR) Regulations, 2015.
8. Business Responsibility Committee
The Business Responsibility Committee had been constituted to authorize the committee
to establish a Mechanism for Business Responsibility, oversee its implementation, to make
any changes / modifications, as may be required, from time to time and to review and
recommend the Business Responsibility and sustainability report to the Board for its
approval.
The Business Responsibility Committee consists of following members and met 1 (One)
time during the Financial Year 2023-24 on August 03, 2023. The requisite quorum was
present at the Meeting. The details of the same is as under:
| Members of the Committee |
Designation |
Number of meetings attended |
| 1 Mr. Satish Chandra Pandey |
Chairman |
1 of 1 |
| 2 Dr. Amogh Kumar Gupta |
Member |
1 of 1 |
| 3 Mr. Devendra Jain |
Member |
1 of 1 |
Mr. Abhishek Shrivastava, Company Secretary acts as Secretary to the Committee.
This is to further Informed that the concerning the company's environmental, social,
and governance policies, practices, and performance, as well as its business
responsibility and sustainability reporting obligations, The company at its meeting held
on August 13, 2024 has taken following actions: -
a. Enhanced the Terms of Reference of Business Responsibility Committee.
b. Changed its existing name from Business Responsibility Committee (BRC) to BRSR &
ESG Committee (Business Responsibility & Sustainability Reporting (BRSR) and
Environment, Social, and Governance (ESG) Committee).
c. Re-constituted the BRSR & ESG Committee due to retirement of Dr. Amogh Kumar
Gupta as independent director of the company.
The details of the re-constituted Committee are as under: -
| Name of Directors |
Designation |
| 1. Mr. Satish Chandra Pandey |
Chairman- Independent Director |
| 2. Mr. Devendra Jain |
Member - Managing Director & CEO |
| 3. Mr. Vijay Chhibber |
Member - Independent Director |
The revised terms of reference of the BRSR & ESG
Committee of the Company inter alia includes the following:
A. Business Responsibility and sustainability
1. Establish a Framework for Business Responsibility and sustainability report;
2. Oversee the implementation of the framework for Business Responsibility and
sustainability report and to make any changes / modifications, as may be required, from
time to time;
3. Report any deviation to the Board;
4. To review and recommend the Business Responsibility and Sustainability Report (BRSR)
to the Board for its approval; and
5. Establish a grievance redressal system for Business Responsibility and
Sustainability.
B. ESG Policy and Strategy
1. Develop and propose the ESG Policy to the Board, outlining the guiding principles
for the selection, implementation, and monitoring of the company's sustainability
activities. This policy is to include the formulation of an annual action plan that
specifies the activities to be undertaken by the company in accordance with SEBI's BRSR
mandate and other internationally recognized ESG frameworks and reporting standards such
as GRI. Any revisions to the policy should be made as and when determined by the ESG
Committee, in alignment with the Board.
2. Review and approve the company's overall ESG strategy and plan, and consider other
recommended guidelines, internal policies (other than the ESG Policy), practices, and
disclosures aligning with the business strategy.
C. Implementation and Disclosure
1. Oversee the implementation of the ESG framework and key public disclosures (both
statutory and voluntary) that include sustainability-related data and information for
external communication with investors, customers, vendors, consumers, and other relevant
stakeholders. These disclosures encompass the company's ESG strategy, approach,
non-financial performance, and future roadmap.
D. Monitoring and Evaluation
1. Regularly monitor and evaluate ESG-related programs, practices, activities,
initiatives, and key performance indicators (KPIs) to identify areas for improvement and
develop an actionable roadmap to address and bridge the identified gaps at the ground
level.
2. Consider emerging ESG risks and opportunities that may impact the company's
business, operations, performance, or brand image, as well as those relevant to the
company and its stakeholders. Provide guidance on how the company's disclosures can be
improved to address these trends and issues.
E. Grievance Redressal
1. Establish a grievance redressal system for stakeholder concerns relating to ESG
performance and appropriately, effectively, and in a time-bound manner, respond to those
concerns and queries, in addition to regulatory/ statutory requirements.
F. Review and Recommendations
1. Review and recommend Dilip Buildcon's strategy, policies, practices, and disclosures
to ensure consistency in ESG performance, and provide appropriate recommendations as
deemed necessary.
9. Borrowing Committee
The Board constituted the Borrowing Committee to negotiate, finalize and approve the
proposals for borrowings from various Banks, Financial Institutions and the Finance
Companies. The borrowing Committee consist of the following members and met 15 (Fifteen)
Times during the Financial year 2023-24 on April 18, 2023, April 26, 2023, May 2, 2023,
May 10, 2023, May 24, 2023, May 25, 2023, May 27, 2023, June 2, 2023, July 10, 2023, July
31, 2023, August 26, 2023, September 6, 2023, November 15, 2023, January 17, 2024 and
February 27, 2024. The requisite quorum was present at all the Meetings.
The details of the meetings attended by the members are as under:
| Name of Directors/ Officers |
Designation |
No. of meeting attended |
| 1 Dr. Amogh Kumar Gupta |
Chairman- Independent Director |
15 of 15 |
| 2 Mr. Bharat Singh |
Member -President |
15 of 15 |
| 3 Mr. Karan Suryavanshi |
Member- Head- Business Development |
15 of 15 |
| 4 Mr. Kundan K. Das |
Member- AGM Business Development |
15 of 15 |
| 5 Mr. Pradeep Suryavanshi |
Member- Manager - Administration |
15 of 15 |
Mr. Abhishek Shrivastava, Company Secretary acts as Secretary to the Committee.
This is to further Informed that the company at its Board meeting held on August 13,
2024 has re-constituted the Borrowing Committee due to retirement of Dr. Amogh Kumar Gupta
as independent director of the company. The details of the re-constituted Committee are as
under: -
| Name of Directors |
Designation |
| 1 Mr. Satish Chandra Pandey |
Chairman- Independent Director |
| 2 Mr. Bharat Singh |
Member - President |
| 3 Mr. Karan Suryavanshi |
Member - Head Business Development |
| 4 Mr. Kundan Kumar Das |
Member - AGM Business Development |
| 5 Mr. Pradeep Suryavanshi |
Member - Manager Administration |
The terms of reference of the Borrowing Committee of the Company includes the
following:
a) the borrowing committee be and is hereby authorised to negotiate, finalise and
approve the proposals for borrowings, Bank Guarantees including lease facility for
procurement of assets on lease basis from various Banks, Financial Institution and the
Finance Companies and the terms and conditions of such borrowings, Bank Guarantees and
lease facility, provided that the said committee may approve the proposals for borrowings,
Bank Guarantees and lease facility up to ' 15,000 Crores (Rupees Fifteen Thousand Crores
only) put together with the exiting borrowing at any one point of time;
b) to provide Corporate or any other type of guarantee, undertakings, security(ies) (in
the form of pledge of shares or otherwise), indemnity(ies) in favour of any persons, other
body corporates, lenders, /security trustee in connection with the loans to be availed for
the execution of the Project in the SPVs Company (ies), including the subsidiary and
associate concerns or otherwise as the case may be without any specific limit;
c) the committee be and is hereby authorized to appoint any one or more official(s) of
the company as Authorized Signatory(ies) to execute and sign all the agreements, security
documents and other necessary documents including any amendment to the executed documents
with the concerned Banks or Financial Institutions or Finance Companies, lenders, security
trustees as may be required by them in their prescribed format or otherwise and to perform
all other acts, deeds for and on behalf of the Company as may be required to avail the
facility;
d) t he Common Seal of the Company, if required, be affixed to any Undertakings,
Agreements, Deeds and any other document as may be required to be executed under the
Common Seal of the Company for the purposes stated above, in the presence of any one of
the above-mentioned authorized officials who shall sign the same in token thereof;
e) in absence of the Chairman, the members of the committee shall elect the Chairman
amongst themselves;
f) the Company Secretary of the Company shall act as the Secretary of the Committee and
CFO shall be the permanent invitee for assistance to the Committee;
g) the Board do hereby agree to confirm/ratify all the business transacted or approved
by the Committee from time to time and a copy of the minute book of the committee be
placed before the Board at the subsequent Board meeting to consider and take on record the
same;
h) the Borrowing Committee be and is hereby authorised to provide security on the
assets of the Company and to create charge on them as they may consider appropriate from
time to time and to file Form for registration and satisfaction of Charge with ROC,
Gwalior.
10. Business Development and Administration Committee
The Board constituted the Business Development and Administration Committee to take
decisions regarding the day-to-day business operations of the Company. The
Business Development and Administration Committee consist of the following members and
met 8 (Eight) times during the Financial Year 2023-24 on April 28, 2023, May
3, 2023, August 28, 2023, September 13, 2023, September 26, 2023, October 31, 2023,
January 17, 2024 and January 25, 2024 :
| Name of Members |
Designation |
No. of meeting attended |
| 1 Mr. Dilip Suryavanshi |
ChairmanManaging Director |
8 of 8 |
| 2 Mr. Devendra Jain |
Member -Managing Director & CEO |
8 of 8 |
| 3 Mr. Kundan K. Das |
Member- AGM Business Development |
8 of 8 |
| 4 Dr. Amogh Kumar Gupta |
Member- Independent Director |
8 of 8 |
Mr. Abhishek Shrivastava, Company Secretary acts as Secretary to the Committee.
This is to further Informed that the company at its Board meeting held on August 13,
2024 has re-constituted the Business Development and Administration Committee due to
retirement of Dr. Amogh Kumar Gupta as independent director of the company. The details of
the re-constituted Committee are as under: -
| Name of Directors |
Designation |
| 1 Mr. Dilip Suryavanshi |
Chairman- Managing Director |
| 2 Mr. Devendra Jain |
Member - Managing Director & CEO |
| 3 Mr. Kundan Kumar Das |
Member - AGM Business Development |
| 4 Mr. Satish Chandra Pandey |
Member - Independent Director |
Brief description of terms of reference:
1. To approve, finalize the terms and conditions of the proposals/projects/bid
application, Joint Venture
Agreement, and other documents and writings as may be required for processing and
finalizing the applications for making bids for the projects.
2. to authorize any officer of the company, consultant, agent, authorized official of
joint venture partner of the company or any other person to sign and submit all
applications, bids, Agreements, and other documents and writings and to participate in
Preapplications and other conference and to provide information to the Authority, to sign
and execute all contracts including the Concession Agreement and undertaking consequent to
acceptance of above- mentioned bid.
3. To approve and provide any of the undertakings, resolutions and other related
documents in respect of the projects awarded to the Company and authorize any person to
sign and submit the same with the concerned authorities.
4. Approval of any other matter that is deemed necessary in respect of execution of any
project and to carry out and to do all such acts, deeds and things required in connection
therewith.
5. To approve and transact routine administrative matters;
6. To review the operations of the Company in general;
7. To authorize opening and closing of bank accounts or any other banking requirement;
8. To authorize additions/deletions to the signatories pertaining to banking
transactions which includes letter of credit facility, Bill Discounting, Line of Credit;
9. To approve donations as per the policy approved by the Board; if any,
10. To delegate authority to the Company's official(s) to represent the Company at
various courts, government authorities and so on for the following matters:
a. To demand, receive, recover, accept, exercise or utilize any claim, things, right,
or any object to which the Company is entitled and/or to deposit, make and give receipts,
dues. To take and/or deliver the possession of Project's 'Right of Way/Site and lease hold
property/assets for and on behalf of Company;
b. To appear, represent, dispose and record statement, make and move application for
and on behalf of the company and authorized to make sign, execute, verify and register
various applications, papers, documents, statements, on company's behalf and authority to
deposit amount incidental thereto and as may be required to submit before any lawful
authority, Central and State Government Department (individually "Authority” and
collectively Authorities”) and any Agency;
c. Any other agreements, joint memorandum, containing inventory of site, documents, or
instruments that are require to be entered with any or all "Authority” and to do
all incidental acts things and deeds of whatsoever nature in relation to the project
Activity (ies);
d. Authority to collect and/or submit documents or produce/ receive the documentary
evidence, measurement book, bill payment and/or to receive from any Government
Departments, Authority Agency having authority in relation to the projects of the Company;
e. To do all such other acts, matters and things necessary filing for contractual
obligations on behalf of Company and to safeguard the legal interest of the company in any
manner whatsoever including reference(s) of dispute to authority and/or Arbitration in
relation to any projects;
f. To appear, act and depose on behalf of the company before any High Court or before
any Commission, Tribunal, Police Authorities or any other forum having jurisdiction;
g. To make, sign, execute, verify and register various pleadings, applications,
counter/ rejoinder, affidavits, papers, documents, appeal, revision, writ petitions,
written statements, reply, complaints, affidavit etc. before the authorities;
h. To file or cause to be filed; any civil suit for recovery of monies due to the
company or for any other relief or file/ withdraw/settle/ compromise the appropriate civil
actions under appropriate provisions of the relevant laws;
i. To sign the Vakalatnama authorizing the counsel to initiate and maintain all such
legal proceeding and make statement and be present before the authorities on behalf of the
company as and when required;
j. To provide necessary documents required in the court of law;
k. To review and follow up on the action taken on the Committees decisions;
l. To review, propose and monitor annual budget if any, subject to the ratification of
the Board; and
m. To attend to any other responsibility as may be entrusted by the Board within the
terms of reference.
11. Lending & Investment Committee
The Board constituted Lending & Investment Committee to delegate its power to
invest the funds of the Company and to grant loans, provide guarantee and security. The
Committee consist of the following members and met Thirteen (13) times during the
Financial Year 2023-24 on April 14, 2023, May 18, 2023, August 3, 2023, September 14,
2023, November 4, 2023, November 20, 2023, November 29, 2023, December 21, 2023, January
13, 2024, February 10, 2024, March 8, 2024, March 11, 2024 and March 14, 2024. The
requisite quorum was present at all the Meetings.
| Name of Directors/ Officers |
Designation |
No. of meeting attended |
| 1 Mr. Dilip Suryavanshi |
Member- Chairman Managing Director |
13 of 13 |
| 2 Mr. Ashwini Verma |
Member- Independent Director |
13 of 13 |
| 3 Dr. Amogh Kumar Gupta |
Member- Independent Director |
13 of 13 |
Mr. Abhishek Shrivastava, Company Secretary acts as Secretary.
This is to further Informed that the company at its Board meeting held on August 13,
2024 has re-constituted the Lending & Investment Committee due to retirement of Mr.
Ashwini Verma as independent director of the company. The details of the re-constituted
Committee are as under: -
| Name of Directors |
Designation |
| 1 Mr. Dilip Suryavanshi |
Chairman- Managing Director |
| 2 Mr. Vijay Chhibber |
Member - Independent Director |
| 3 Ms. Ratna Vishwanathan |
Member - Independent Director |
The terms of reference of the Lending and Investment committee of the Company includes
the following:
a) to make investment or acquisition by way of subscription, purchase or otherwise,
securities of any other Company/ies or body corporate without any specific limit;
b) to give specific approval/confirmation/undertaking on behalf of the Company to the
authority/ies for making 100% Investment /acquisition by way of subscription, purchase or
otherwise, securities of any other Company/ ies or body corporate, as per the requirements
of the tender/bid documents, as invited by the various authority/ ies, or any other
specific requirements of the tender/bid issuing authority/ies;
c) to give any loan to any person or other body corporate, including the subsidiary and
associate concerns or otherwise as the case may be provided that such loan to each person
or body corporate including the subsidiary and associate concerns or otherwise as the case
may be without any specific limit.
d) to consider and decide the requirement for incorporation of a new subsidiary
company, an authority to make such initial contribution in the share capital and further
investment in such new company and to nominate the signatory (ies) and directors for and
on behalf of the Company;
e) to consider and decide the requirement for acquiring any shares of anybody corporate
or becoming partner in any of the Joint venture/LLP/Partnership firm and to nominate for
appointment of the authorized representative, to give authority for the Banking operation
and to give authority for any project on behalf the Company.
12. Prevention of Sexual Exploitation, Abuse and Harassment Committee
The Prevention of Sexual Exploitation, Abuse and Harassment Committee has been
formulated by the Board of Directors of the Company. The aim of the said policy to provide
all employees a safe environment to work together having free from sexual exploitation,
abuse and harassment. This policy envisages zero tolerance against Sexual Abuse,
Exploitation and Harassment relating to all employees (permanent, temporary, contractual,
part time, trainees, contractor and casual workers), and other individual, entities
interacting with DBL, and also have the right to be treated with dignity. In order to
maintain the integrity and effectiveness of the committee, the Board at its meeting held
on November 07, 2023 has re-constituted the committee. The Members of the Committee are as
under and met 1 (One) time during the Financial Year 202324 on April 15, 2023. The
requisite quorum was present at all the Meetings.
| Name of Members |
Designation |
Number of meetings attended |
| 1 Dr. Ajay Mehta (NGO) |
Chairman |
1 of 1 |
| 2 Ms. Uma Soni |
Member |
1 of 1 |
| 3 Ms. Kirti Shrivastava |
Member |
1 of 1 |
| 4 Mr. Kundan Kumar Das |
Member |
1 of 1 |
| 5 Mr. Kamalakanta Mahakul |
Member (HR) |
1 of 1 |
| 6 Ms. Tanya Dixit |
Member |
1 of 1 |
| 7 Ms.Pragya Raghuvanshi |
Secretary of |
the 1 of 1 |
Ms. Pragya Raghuvanshi, act as a Secretary to the Committee w.e.f. 07.11.2023.
13. IT Committee
The Board constituted the IT Committee to prevent security Implications in the company.
The IT Committee consist of the following members and met 1 (one) time during the
Financial Year 2023-24 on February 05, 2024:
| Name of Members |
Designation |
No. of meeting attended |
| 1 Mr. Devendra Jain |
Member-Managing Director & CEO |
1 of 1 |
| 2 Mr. Sanjay Kumar Bansal |
Member-Chief Financial Officer |
1 of 1 |
| 3 Mr. Kasturi Satyanarayana |
Member-Chief Information Officer |
1 of 1 |
Mr. Abhishek Shrivastava, Company Secretary acts as
Secretary to the Committee.
The Board at its meeting held on August 13, 2024 has approved terms of reference of IT
Committee. Brief description of terms of reference are as under:
1. The Committee's primary role is to provide oversight of and guidance to the Board
with regard to all aspects of Information Technology and Cyber Security (including IT and
Information Security) across the Group.
2. The Committee's main responsibilities are to:
a) Oversee the control environment in place for Information Technology and Cyber
Security.
b) Review risks relating to Information Technology and Cyber Security and plans for
mitigation or treatment.
c) Review and endorse the Group Information
Technology and Digital Strategy and
Group Cyber Security Strategy, and their implementation plans.
d) Review and endorse the organization and operating model in place for Information
Technology and Cyber Security, and subsequently consider its ongoing suitability.
e) Consider current capability relating to
Technology, Cyber and Digital skills and plans to address any issues.
f) Consider the adequacy and performance of Suppliers for IT and Cyber Security.
3. The Committee is concerned with the business of the whole of the Group and its
authority extends to all relevant matters relating to the Group and its business groups
and subsidiaries.
4. The Committee is authorised by the Board to investigate any activity within its
terms of reference and to seek any information it requires from any employee of the Group
and require all employees to co-operate with any request made by the Committee.
5. The Committee is authorised by the Board to delegate any of its duties as
appropriate to such persons or person as it thinks fit.
6. A report will be issued by the Group Chief Information Officer to the Committee
ahead of each meeting covering the following items:
a) Control Environment - Information Technology / Security
b) Digital Strategy & Cyber Security Strategy
c) Specific inputs (for example, strategic updates, innovation updates, business cases,
and program reviews) will be scheduled on a regular basis or as requested.
Particulars of contracts or arrangements with related parties referred to Section
188(1):
All transactions entered with Related Parties for the year under review were entered on
arm's length basis and in the ordinary course of business and the provisions of Section
188(1) of the Companies Act, 2013 and the Rules made thereunder were not attracted.
The particulars of contracts or arrangements with related parties referred to in
Section 188(1) is prepared in Form AOC- 2 pursuant to Section 134(3)(h) of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is annexed to the Board's
Report as Annexure-3.
As per the provisions of regulation 23 of SEBI (LODR),
Regulation 2015, all Related Party Transactions are placed before the Audit Committee
for approval. The Company has a process in place to periodically review and monitor
Related Party Transactions. Omnibus approval was obtained on a yearly basis for
transactions which are of repetitive nature. All the related party transactions were in
the ordinary course of business and at arm's length.
The Audit Committee and the Board have approved the Related Party Transactions Policy
and the same has been placed on the Company's website at the following weblink
https://dilipbuildcon.com/wp-content/ uoloads/2024/01/7.PolicuonRelatedPartuTransactions.
pdf
Related Party Disclosures
Disclosures of Loans and advances in the nature of loans to
Subsidiaries/Associates/others by name and amount at the year end and the maximum amount
of loans outstanding during the year has been disclosed in Notes 4 and 29 to the
Standalone Financial Statements. The said disclosures are also given in the Financial
Statements of Subsidiary/ Associate Companies.
Particulars of employees
Disclosures under section 197(12) of the Companies Act, 2013 read with Rule 5(1) and
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
respectively, is annexed to the Board's report as Annexure-4 Directors' Responsibility
Statement
Directors' Responsibility Statement
Pursuant to the requirement under clause C of sub-section (3) of Section 134 of the
Companies Act, 2013, with respect to the Directors' Responsibility Statement, the
Directors confirmed that:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed 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 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) that the directors had prepared the annual accounts for the Financial Year ended
March 31, 2024 on a going concern basis;
e) t hat the directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f) that the directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
Internal Control System and their Adequacy
Your company has an effective internal control and risk-mitigation system, which are
constantly appraised and assessed by an competent team who are closely worked under
strategic director of senior management to strengthen the Internal Controls system. The
Company's internal control system is commensurate with its size, scale and complexities of
its operations. The internal audit is entrusted to M/s RSM Astute Consulting Private
Limited, a global reputed consultancy firm. The main thrust of internal audit is to test
and review controls, appraisal of risks and business processes, besides benchmarking
controls with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy and
effectiveness of the internal control systems and suggests improvements to strengthen the
same. The Company has a robust Management Information System, which is an integral part of
the control mechanism.
To maintain its objectivity and independence, the Internal Audit Function reports to
the Chairman of the Audit committee.
Risk management
Risk management is embedded in your Company's operating framework. Pro-active Risk
Management has been identified as a key strategic initiative to ensure sustainable growth.
Risk Management is an integral part of the overall governance process to identify,
segregate, mitigate, control and monitor various risks at business, prospect and
operational levels. Some of the risks that may arise to the Company are explained here:
The Company is exposed to market risk, credit risk, liquidity risk, regulatory risk,
human resource risk and commodity price risk.
(a) Market Risk
Market risk is the risk that the fair value of future cash flows of a financial
instrument will fluctuate because of changes in market prices. Market risk comprises three
types of risk interest rate risk, currency risk and other price risk such as equity price
risk and commodity risk. Financial instruments affected by market risk include borrowings,
trade and other payables, security deposit, trade and other receivables, deposits with
banks etc. The Company's activities exposed to interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial
instrument will fluctuate because of changes in market interest rates. The Company
dynamically manages interest rate risks through a mix of fund-raising products and
investment products across maturity profiles and currencies within a robust risk
management framework.
The sensitivity analysis for interest rate risk has been mentioned in Note 33 of
standalone financial statements and consolidated financial statements being part of this
Annual Report.
(b) Credit Risk
Credit risk on trade receivables and unbilled work-inprogress is limited as the
customers of the Company mainly consists of the government promoted entities having a
strong credit worthiness. For other customers, the Company uses a provision matrix to
compute the expected credit loss allowance for trade receivables and unbilled
work-in-progress. The provision matrix takes into account available external and internal
credit risk factors such as credit ratings from credit rating agencies, financial
condition, ageing of accounts receivable and the Company's historical experience for
customers.
(c) Liquidity Risk
Liquidity risk is the risk that the Company may not be able to meet its present and
future cash flow and collateral obligations without incurring unacceptable losses. The
Company constantly monitors the liquidity levels, economic and capital market conditions
and maintains access to the lowest cost means of sourcing liquidity through banking lines,
trade finance and capital markets.
(d) Regulatory Risk
The Company is exposed to risks attached to various statutes, laws and regulations. The
Company is mitigating these risks through regular review of legal compliances carried out
through internal control and audits.
(e) Human Resource Risk
Retaining the existing talent pool and attracting new talent are major risks. The
Company has initiated various measures including training and integration of learning and
development activities. The Company has formulated various schemes in the interest of the
employees i.e. DBL Employees Voluntary Benevolent Fund Scheme, Camp & Accommodation
with various modern amenities, Free Child Education Policy for Drivers & Operators,
One Lakh Gift Policy for Daughters marriage of Drivers/Operators, Best Drivers &
Machine Operator Award.
(f) Commodity Price Risk
The company is exposed to the risk of price fluctuations of Raw materials required for
their road projects such as Bitumen, Cement, Steel (Iron & Steel), Crushed Stone, etc.
The company proactively manages these risks through forward booking, inventory
management and proactive vendor development practices. The risk of price fluctuations in
commodities is also mitigated to certain extend based on the price escalation clause
included in the contracts with the customers.
Environment and Safety
The Company is conscious of the importance of clean environment and safe operations.
The Company's policy requires conduct of operations in such manner so as to ensure safety
of all concerned, compliances of environmental.
Disclosures Prevention of Sexual Exploitation, Abuse and Harassment Policy
The Prevention of Sexual Exploitation, Abuse and Harassment Committee has been
formulated by the Board of Directors of the Company. The aim of the said policy to provide
all employees a safe environment to work together having free from sexual exploitation,
abuse and harassment. This policy envisages zero tolerance against Sexual Abuse,
Exploitation and Harassment relating to all employees (permanent, temporary, contractual,
part time, trainees, contractor and casual workers), and other individual, entities
interacting with DBL. Internal
Complaints Committee (ICC) has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered
under this policy.
The Company has zero tolerance for sexual exploitation, abuse and harassment at
workplace. During the Financial Year ended March 31, 2024, the Company has not received
any Complaints pertaining to Sexual Harassment.
Cautionary Statement
Statements in this Board's Report and Management Discussion and Analysis describing the
Company's objectives, projections, estimates, expectations or predictions may be
"forward-looking statements” within the meaning of applicable securities laws
and regulations. Actual results could differ materially from those expressed or implied.
Important factors that could make difference to the Company's operations include raw
material availability and its prices, cyclical demand and pricing in the Company's
principle markets, changes in Government regulations, Tax regimes, economic developments
in the Country and other ancillary factors.
Acknowledgements
The Company is grateful to its customers, shareholders, debenture holders, suppliers,
financial institutions, bankers, Central and State Governments and all the regulatory
authorities for their constant support to the Company. The Directors also place on record
their deep appreciation of the contribution made by employees at all levels, the
consistent growth of the Company was made possible by their hard work, loyalty,
dedication, co-ordination and support.
| For and on behalf of the Board of Directors of |
|
| Dilip Buildcon Limited |
|
| Dilip Suryavanshi |
Devendra Jain |
| Chairman & Managing Director |
Managing Director & CEO |
| DIN:00039944 |
DIN: 02374610 |
| Place: Bhopal |
|
| Date: August 13, 2024 |
|