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Dhenu Buildcon India Ltd.

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Dhenu Buildcon India Ltd. Accounting Policy

Corporate Governance Report A. Mandatory Requirements:

1. Company's Philosophy on code of Governance:

The Company's philosophy is responsive to the aspirations of customers, suppliers, lenders, employees, shareholders and the expectations of the society. This objective extends not merely to meet with statutory requirements but also to go beyond them by putting into place procedures and" systems which are in accordance with best practices for governance. And hence Company's philosophy is to keep transparency towards all the stakeholders and Achieving transparency and professionalism in all decisions and activities of the company and Reviewing periodically the existing systems and controls for further improvements. The fundamental concern of corporate governance is to ensure the conditions whereby a Company's Board acts in the interest of the company and its various stakeholders. Your Company has always been guided by a strong conviction of adhering to transparency, accountability and integrity. The Company strongly believes in maintaining a simple and transparent corporate structure driven solely by business needs. Shareholders' interests are utmost and the management is only a trustee of the shareholders capital to carry out the activities in a truthful manner.

2. Board of Directors:

a. The strength of the Board of Directors is Five. The Board comprises of Executive and Non - Executive Directors. The Company has a broad based Board comprising of more than 50% of the Non Executive Independent Directors. The Non - Executive Directors bring independent judgement in the Board's deliberations and decisions.

• Attendance of each Director at the Board Meeting and the Last Annual General Meeting:

Six Board Meetings were held during the financial year under review. The dates on which these Board Meetings were held are as follows:

30th May 2014 14th August 2014 04th September 2014 14th November 2014 14th February 2015 30th March 2015

b. INDEPENDENT DIRECTORS

> All the Non Executive Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 ("the Act") and Rules made there under as well as Clause 49 of the Listing Agreement entered into with the Stock Exchange. All Independent Directors maintain their limits of directorships as required under Clause 49 of the Listing Agreement.

> Performance Evaluation of Directors:

The Nomination and Remuneration Committee of the Board laid down the criteria for performance evaluation of all Directors. The performance evaluation has been done by the entire Board of Directors, except the Director concerned being evaluated. The criteria for performance evaluation are as follows:

Role & Accountability

• Understanding the nature and role of Independent Directors' position.

• Understanding of risks associated with the business.

• Application of knowledge for rendering advice to management for resolution of business issues.

• Offer constructive challenge to management strategies and proposals.

• Active engagement with the management and attentiveness to progress of decisions taken.

Objectivity

• Non-partisan appraisal of issues.

• Own recommendations given professionally without tending to majority or popular views.

Leadership & Initiative

• Heading Board Sub-committees.

• Driving any function or identified initiative based on domain knowledge and experience.

Personal Attributes

• Commitment to role & fiduciary responsibilities as a Board member.

• Attendance and active participation.

• Proactive, strategic and lateral thinking.

> Meeting of Independent Directors

During the year, a meeting of Independent Directors to review the performance of the Board as a whole on parameters of effectiveness and to assess the quality, quantity and timeliness of flow of information between the management and the Board.

> Familiarization Programme

Your Company follows a structured orientation and familiarisation programme through various reports/codes/internal policies for all the Directors with a view to update them on the Company's policies and procedures on a regular basis. Periodic presentations are made at the Board Meetings on business and performance, long term strategy, initiatives and risks involved.

c) NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES;

All Non-executive Directors (including Independent Directors) are paid sitting fees by the Board subject to the ceiling/limits as provided under Companies Act, 2013 and rules  made there under or any other enactment for the time being in force and on the recommendation of Committee to the Board for its approval.

d) CODE OF CONDUCT:

Your Company has adopted a Code of Conduct for members of the Board (incorporating duties of Independent Directors) and the Senior Management. The Code aims at ensuring consistent standards of conduct and ethical business practices across the Company.

All Board Directors and the designated employees have confirmed compliance with the Code.

The full text of the Code is furnished in this Report and also hosted on the Company's website under the web link www.hingirrampur.com  

e) CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Code"), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information j* and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees.

The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of the Company at the time when there is unpublished price sensitive information. All Board Directors and the designated employees have confirmed compliance with the Code.

During the year under review, there has been due compliance with SEBI (Prohibition of Insider Trading) Regulations, 1992. The full text of the Code is hosted on the Company's website under the web link www.hingirrampur.com  

f) AFFIRMATION AND DISCLOSURE

All the members of the Board and the Management Committee have, affirmed their compliance with the Code of Conduct as on 31st March, 2015 and a declaration to that effect, signed by the two Directors of the Company, is attached and forms part of this Report.

3. Committees of the Board:

During the year under review, there were three Committees of the Board of Directors viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee.

A. Audit Committee:

 i. Composition:

The Audit committee consisted of three directors. The Chairman of the Audit Committee is an Independent Director.

¦ Mr. Shivanand Hemmady - Independent Director - Chairman

¦ Mr. Rajkumar Mall - Executive Director -Member

¦ Mr. Manoj Binod Himatsingka - Independent Director - Member

Four Audit Committees were held during the year under review:

1st- 27th * May 2014

¦ 2nd_ 8th  August 2014

¦ 3rd – 7th  November 2014

¦ 4th – 11th February 2015

All committee members attended the last Annual General Meeting of the Company.

B. Nomination and Remuneration Committee:

i. Composition:

As per the provisions of the Companies Act, 2013, the Nomination and Remuneration Committee comprises of three or more non-executive directors out of which not less than one half shall be independent directors. The Board has constituted the committee as follows:

¦ Mr. Shivanand Hemmady - Independent Director - Chairman

¦ Mr. Rajkumar Mall - Executive Director -Member

¦ Mr. Manoj Binod Himatsingka - Independent Director - Member

¦ Ms. Madhumati Gawade - Independent Director - Member ¦

The Committee met two for appointment of the Directors to the Board of the Company during the financial year under review:

• 1st  4th  September 2014 -

¦ 2nd – 30th  September 2014 -

C. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee is formed and works in alignment with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Stakeholders Relationship Committee met every quarter in order to approve share transfers and related matters.

i. Composition:

¦ Mr. Shivanand Hemmady - Independent Director - Chairman

¦ Mr. Rajkumar Mall - Executive Director - Member

¦ Mr. Manoj Binod Himatsingka - Independent Director - Member

5. Disclosures

(a) Subsidiary Companies:

The Company does not have any subsidiary as on 31st March 2015.

(b) Disclosure on materially significant transactions with Related Parties: There were no materially significant related party transactions during the financial year ended 31st March 2015 that may have potential conflict with the interest of the Company at large. The details of the related party transaction as per AS-18 form part of Notes to Accounts.

(c) Disclosure of Accounting Treatment: The Company follows Accounting Standards issued by Institute of Chartered Accountants of India and in the preparation of financial statements, the Company has not adopted any treatment of accounting policies different from that prescribed in accounting standards.

(d) Proceeds from Public Issue/Preferential Allotment: The company has not made any public issue or preferential allotment during the year under review.

(e) Management Discussion and Analysis Report:

The Management Discussion and Analysis Report has been the annexed to the Directors' Report.

(f) Profile of Directors Seeking Appointment/ Re-appointment

The profile of the directors seeking appointment / re-appointment forms part of Notice of AGM.

(g) Details of Non-compliance with regard to Capital Market

With regard to the matters related to capital market, the Company has complied with all the requirements of Listing Agreement as well as SEBI regulations. No penalties were imposed or strictures passed against the Company by the stock Exchanges, SEBI or any other statutory authority during the last three years in this regard.

(h) Details of Compliance with Mandatory Requirements and Adoption of Non-mandatory requirements of Clause 49 of the Listing Agreement

1. Separate posts of Chairman and CEO:

The company has appointed separate persons to the post of Chairman and Managing Director/CEO.

(i) Whistle Blower Policy & Vigil Mechanism:

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the rules made thereunder, Company has established the "Whistle Blower Policy/ Vigil Mechanism, in its Endeavour to provide its Board, senior Management and employee a secure and a fearless working environment, for directors and employees to report the genuine concerns to the Chairman of Audit Committee. The purpose of the policy is to create a fearless environment for the employees to report any instance of unethical behavior, actual or suspected fraud or violation of Company's code of conduct or ethics policy to the Ombudsman. The framework of the policy strives to foster responsible and secure whistle blowing. This policy should be read in conjunction with applicable regulations & existing policies and procedures of Company.

6. MEANS OF COMMUNICATION:

The Board of Directors of the Company approves and lakes on record the un­audited/audited financial results in the Performa prescribed by the Stock Exchange within one and half month of close of quarter/half year and announces forthwith the results to all Stock Exchange where the shares of the Company are listed. The results, presentations and all other official news releases are displayed at the Company's website: www.hingirrampur.com along with the websites of the Stock Exchange: www.bseindia.com .

7. General Shareholders Information:

1. Annual General Meeting

Date:30th September 2015 Time:12.30 P.M.

Address: Conference Room, Axis Bank, Springfield's, Lokhandwala Complex, Andheri (West), Mumbai - 400 053 _

2. Financial Calendar

• April to March

• 1st Quarterly Results - within 45 days from the end of 1st Quarter

• 2nd Quarterly Results - within 45 days from the end of 2nd Quarter

• 3rd Quarterly Results - within 45 days from the end of 3rd Quarter

• 4th Quarterly or Annual Financial Result - within 45days or 60 days from end of financial year respectively.

3. Date of Book Closure

23rdSeptember,2015 to 30th September,2015.

4. Listing on Stock Exchanges

The Bombay Stock Exchange Limited, Mumbai

5. ISIN for CDSL/NSDL

INE758D01027

6. BSE Scrip Code

501945

7. Registrar & Share Transfer Agent

Bigshare Services Pvt. Ltd. E-2, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai - 400 072. Email id: investor@bigshare.com

8. Registered Office

Office No. 4, Building No. 4, Vahatuk Nagar, Amboli, Andheri (West), Mumbai - 400 058 Email: dhenubuildcon@gmaiI.com  www.hingirrampur.com

8. Listing of Equity Shares:

The securities of your Company are listed at the Bombay Stock Exchange Limited, Mumbai. The Company has paid listing fees for the financial year 2015-16 to the Bombay Stock Exchange Limited.

10. Buyback of Shares:

There was no buyback of shares during the year.

11. Share transfer system:

With a view to provide prompt and efficient services to the investors the Company has entered into an agreement with Bigshare Services Pvt. Limited, Registrar & Transfer Agents registered with SEBI.

To supplement to the prompt services given by the Registrar & Transfer Agent the Stakeholders Relationship Committee (formerly known as Shareholders and Investors Grievance Committee) meets as and when there are transfers/transmission of shares for the approvals of periodical transfers, issue of share certificates, splitting of shares etc. Share transfers are registered and returned within 15 days from the date of lodgement if documents are complete in all respects. All requests for dematerialization of shares are processed and confirmation thereof is sent to the shareholders within 7 to 15 days of the receipt thereof.

As per the requirement of clause 47(c) of the listing agreement, company has regularly obtained the necessary certificate from a company secretary in practice and submitted the same to BSE Limited on half-yearly basis, confirming due compliance of share transfer related activities by the Company.

xiii. Address for correspondence:

Dhenu Buildcon Infra Limited

Office No. 4, Building No. 4, » Vahatuk Nagar, Amboli, Andheri (West), Mumbai-400 058. Email: dhenubuildcon@gmail.com Website: www.hingirrampur.com

Shareholders correspondence may be directed to the Company's Registrar and Share Transfer Agents whose address is given below:

Bigshare Services Pvt. Ltd.

E-2, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai - 400 072. Email id: investor@bigshare.com

By the order of the Board of Directors

For Dhenu Buildcon Infra Limited

Mr. Rajkumar Mall (DIN: 01999513) DIRECTOR

Mr. Shivanand Hemmady (DIN: 00838098) DIRECTOR

Registered Office:

Office No. 4, Building No. 4, Vahatuk Nagar, Amboli, . Andheri (West), Mumbai - 400 058.

Date: 31.08.2015