DIRECTORS’ REPORT TO THE MEMBERS, 1. The Directors hereby present their Twenty-Eighth Annual Report on the business operations of the Company along with the audited statement of account for the year ended 31st March, 2015. 2. DIVIDEND Your Board do not recommend any dividend for the year. 3. OPERATIONS AND PROSPECTS The year under review your Company achieved total Income of Rs. 4676.06 Lacs. (Previous Year Rs. 4643.24 Lacs). During the year your Company has sold of constructed flat /shops admeasuring about 53810.75 Sq.Ft. worth Rs. 1888.10 Lacs (Previous Year 31805.90 Sq.ft. worth Rs. 1870.17 Lacs). In addition to above, the Company sold plots, lands etc. worth Rs. 2887.05 Lacs (Previous Year Rs. 2210.49 Lacs). Profit after tax was at Rs. 710.23 lacs (Previous Year Rs. 760.87 Lacs). 4. SHARE CAPITAL During the year there was no increase in the Authorized and paid up capital. 5. FIXED DEPOSITS During the year, The Company has not accepted any deposits. 6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS During the Financial Year 2014-2015, The Company has not provided any loan or has not given any guarantee but made an investment which is enclosed under Note 27 sub Note 17 of the Balance Sheet. 7. MERGER AND AMALAGAMETION No merger and amalagamation took place during the financial year. 8. MATERIAL CHANGES No material changes occurred during the year. 8. MATERIAL CHANGES No material changes occurred during the year. 9. INTERNAL CONTROL SYSTEM The company has an Internal control system, commensurate with the size, scale and complexity of its operations, The scope and authority of internal Audit function is defined in the Internal Audit manual. To maintain its objectivity and independance, the internal audit function reports to the Chairman of the Audit committee of the Board and to the Chairman. 10. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES - According to section 135 of the Companies Act, 2013, The company in the Financial Year 2014-2015 has spent Rs.11,77,739/- as corporate social responsibility expenses. Average net profit of the company for last three financial years is Rs.8,91,33,760/-. The prescribed CSR expenditure i.e. two percent of average 3 years profit is Rs.17,82,675/- for the financial year. 11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, In view of the nature of activities which are being carried out by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, concerning conservation of energy and technology absorption respectively, are not applicable to the Company. 12. FOREIGN EXCHANGE EARNINGS AND OUTGO There were no foreign exchange earnings and outgo during the year under review. 13. DIRECTORS Mr. Narendra M.Thakker and Mr. Chandrakant H.Thakker, Directors of your Company will retire at the ensuing Annual General Meeting and notices in writing signifying the intention to offer their candidature as Director and Independent Director of the company alongwith requisite deposit have been received from members of the company in terms of section 160 of the Companies Act 2013. Mrs. Hetal N. Thakker was appointed as additional woman Director on 30/05/2015 and notice in writing signifying the intention to offer her candidature as Director of the Company alongwith requisite deposit have been received from member of the company in terms of section 160 of the Companies Act, 2013. Resolution for the purpose is proposed to be passed at the ensuing Annual General Meeting. The company has received declaration from the independent Director of the company confirming that they meet with the criteria of independence as prescribed both under sub section (6) of section 149 of the Companies Act,2013 and under clause 49 of the Listing Agreement with the Stock Exchanges. Mr. Mukesh K. Thakker, Independent Director and Mr. Nishant R. Thakker, Executive Director resigned w.e.f. 30/05/2015. 14. AUDITORS Your Company’s Auditors, M/s. Govilkar & Associates, Chartered Accountants, Nashik will retire at the ensuing Annual General Meeting and are eligible for reappointment. The members will be required to appoint Auditors for the current year and fix their remuneration. As required under the Provision of Section 141(3)(g) of the Companies Act, the company has received written certificate from the Auditors, to the effect that their re-appointment, if made would be in conformity with the limits specified in the said section. 15. DIRECTORS RESPONSIBILITY STATEMENT In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that : a) In the preparation of the annual accounts, the applicable accounting standards have been followed. b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review. c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) The directors have prepared the annual accounts on a going concern basis. e) 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. f) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. 16. RELATED PARTY TRANSACTION All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. The disclosure relating to related party transactions has been disclosed as per Note 27(8) in the Balance Sheet. As referred to in sub-section (1) of section 188 of the Companies Act, 2013 17. SUBSIDIARY AND ASSOCIATE CONCERNS As on 31st March, 2015 there are four subsidiary companies and eight partnership firm acting as a subsidiary / associates of the company. 18. VIGIL MECHANISMS In compliance with clause 49 of the listing agreement, Thakkers Developers Limited has established a Vigil (Whistle Blower) Mechanism and Formulated a policy in order to provide a framework for responsible and secure Whistle Blowing / Vigil Mechanism. The Vigil (Whistle Blower) Mechanism aims to provide a channel to the directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the codes of conduct or policy. The reporting of any misfeasence or of any improper and unethical act shall be reported by the chairman of the audit committee to the board of directors. 19. PARTICULARS OF EMPLOYEES None of the employees was in receipt of remuneration in excess or Rs. 5.00 Lacs P.M. If employed for part of the year or Rs. 60.00 Lacs P.A. 20. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT Corporate Governance and Management Discussion and analysis report as required under clause 49 of the listing agreement is enclosed herewith. 21. EXTRACT OF ANNUAL RETURN As per the requirement of the provisions of the Companies Act, 2013, the extract of Annual Return is prepared in a prescribed form is annexed herewith forming a part of the report. 22. RISK MANAGEMENT To minimise the risk involved in the business of the company following measures are taken - a) Always to maintain sufficient land bank for future. b) To have a long term contracts, tie up with suppliers of construction material. c) To conduct survey of market every year. d) To study all the modification of rules and regulation related to industry time to time. 23. AUDITOR’S REPORT / SECRETARIAL AUDIT REPORT Pursuant to section 227(3) of the Companies Act, 2013, M/s Govilkar & Associates has audited the accounts of Thakkers Developers Limited and has made an audit report which is annexed and stated as independent auditor’s report in the Balance Sheet. Pursuant to section 204 of the Companies Act, 2013, Mr. Ashok Surana, was appointed to conduct the secretarial audit and a secretarial audit report has been prepared and enclosed herewith. As per remark in secretarial audit report, Company published notice for appointing Company Secretary. and suitable candidate was not found. M/s. Devendra Madane & Associates , Firm Registration No. 130324W, Address - FC-7 & 10, Thakker Buzz'r, Nashik has been appointed as Internal Auditor of the company. 24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The company has in place an Anti Sexual Harassment policy in line with the requirement of the Sexual Harassment of Women as Workplace (Prevention, Prohibition & Redressal) Act, 2013, Internal Complaint 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 following is a summary of sexual harassment complaints received and disposed off during the year 2014-2015. * No. of complaints received Nil * No. of complaints disposed off Nil 25. NUMBER OF BOARD MEETINGS HELD DURING THE YEAR The board has met six times in the current financial year 26. ACKNOWLEDGEMENT The Directors acknowledge with pleasure the valued co-operation and continued support extended to the Company by its Bankers ICICI Bank Ltd., IDBI Bank Ltd., The Akola Janta Commercial Co-op.Bank Ltd., Godavari Urban Co-op. Bank Ltd. and The Saraswat Co-op Bank Ltd. The Directors are also happy to place on record their thanks to various departments of Government of Maharashtra and Municipal Authorities like Nashik Municipal Corporation, Maharashtra State Electricity Distribution Co. Ltd., Maharashtra State Road Transport Corporation for their valuable co-operation. For and on behalf of the Board of Directors. JITENDRA M. THAKKER CHAIRMAN PLACE : NASHIK DATE : 25/07/2015 |