Dugar Housing Developments Ltd.
|BSE: 511634||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE919M01018|
|BSE 00:00 | 25 Feb||Dugar Housing Developments Ltd|
|NSE 05:30 | 01 Jan||Dugar Housing Developments Ltd|
|BSE: 511634||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE919M01018|
|BSE 00:00 | 25 Feb||Dugar Housing Developments Ltd|
|NSE 05:30 | 01 Jan||Dugar Housing Developments Ltd|
Your Company'sDirectors are pleased to present the 28th Annual Report ofthe Companyalong with Audited Accounts for the Financial Year ended 31st March 2020.
The Company's financial performance for the year ended 31st March 2020 issummarized below. Segment wise reporting as per Accounting Standards AS-17 is notapplicable to your Company since your Company is engaged in the activity of singlesegment only.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There are no material changes and commitments affecting financial position of thecompany between 31st March 2020 and the date of Board's Report.
STATE OF COMPANY'S AFFAIRS
The financial year under reporting continued to fall for property development business.The Company is putting its efforts in seeking funds from Institutions. This industry canfluctuate depending on the national and local economies although it remains somewhatconsistent due to the fact that people always need homes and businesses always need officespace. Despite of difficult market conditions and lack of interest of the investors theperformance of the company has not been upto expectations.
The management continues to put efforts in developing the businesses and take actionsto the best interest of the stakeholders.
Considering the financial performance of the Company Your Directors have decided notto declare any Dividend for this year.
The company has devised proper systems to ensure compliances with the provisions of allapplicable secretarial standards issued by the Institute of Company Secretaries of Indiaand such systems are adequate and operating effectively.
During the Financial Year seven meetings of the Board of Directors were held on24.04.2019 27.05.2019 13.06.2019
08.08.2019 23.08.2019 31.08.2019 13.11.2019 12.02.2020. The intervening gap betweenthe meetings was within the period as prescribed under the Companies Act 2013.
DETAILS OF RELATED PARTY TRANSACTIONS:
There were no related party transactions during the year hence disclosure in formAOC-2 is not applicable to the Company.
The Company is neither a Holding Company nor a Subsidiary Company and hence thedisclosure under Regulation 34(3) and 53(f) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are not furnished.
The Independent Directors attend the familiarization programmes on being inducted tothe Board. The details of the familiarization programmes are provided on the Company'swebsite viz; www.dhousingl.in
APPOINTMENT AND REMUNERATION POLICY:
(I) Managing Director and Independent Directors -
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management personnelKey Managerial Personnel and fixing their remuneration. The objective and broad frameworkof the Remuneration Policy is to consider and determine the remuneration based on thefundamental principles of payment for performance for potential and for growth. TheRemuneration Policy reflects on certain guiding principles of the Company such as aligningremuneration with the longer-term interest of the Company and its Shareholders. It alsoensures the effective recognition of performance and encourage a focus on achievingsuperior operational results.
The Company does not pay remuneration by way of salary perquisites and allowances toManaging Director. Independent Non-Executive Directors are appointed for theirprofessional expertise in their individual capacity.
(II) Company Secretary and Senior Management Personnel -
The remuneration of Company Secretary and senior management personnel largely consistsof basic salary perquisites allowances and performance incentives. Perquisites andretirement benefits are paid according to the Company policy subject to prescribedstatutory ceiling. The Company while deciding the remuneration package takes intoconsideration current employment scenario and remuneration package of the industry.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year Shri. N. Tarachand Dugar liable to retire by rotation wasre-appointed as Director of the company at the AGM held on September 30 2019.Subsequently he resigned from the Company due to personal reasons with effect from12.02.2020.
Shri. Zakir Hussain Munavar was appointed as Additional Non-Executive Director duringthe year and was regularised at the AGM held on September 30 2019 as an IndependentDirector of the Company not liable to retire by rotation for a period of 5 yearsbeginning from June 13 2019.
Shri. Moganasundaram Chandrasekaran resigned due to personal reasons on August 232019. He was re-appointed as Company Secretary of the company with effect from February12 2020.
The remuneration and other salient details of KMP for the FY 2019-20 are provided inthe extract of the Annual Return in Annexure-3 which forms part of this Board's Report.
The Company has received necessary declaration from each Independent Director of theCompany under Section 149 (7) of the Companies Act 2013 that the Independent Directorsof the Company meet with the criteria of their Independence laid down in Section 149 (6)of the Companies Act 2013.
The Independent Directors of the Company had met one time during the year to review theperformance of NonIndependent Directors Chairperson of the Company and the Board as awhole. They had accessed the quality quantity and timeliness of flow of informationbetween the Company management and the Board.
The composition powers role and terms of reference of the Committee are constitutedas per the Section 177 mentioned under the Companies Act 2013 and Regulation 18 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The AuditCommittee consists of three Directors viz. Shri. Zakir Hussain Munavar (IndependentDirector) Shri. Syed Munnawar Hussain (Independent Director) and Smt. Tikamchand Rakhi(Non-Executive Director).
Shri. Prakashchand Pramodh (Independent Director) member of the Audit Committeeresigned w.e.f June 13 2019 and Shri. Zakir Hussain Munavar was appointed in his placew.e.f June 13 2019.
During the year five meetings of the Audit Committee were held on 27.05.201913.06.2019 08.08.2019 13.11.2019
12.02.2020. There were no recommendations of the Audit Committee which were notaccepted by the Board.
NOMINATION AND REMUNERATION COMMITTEE:
The composition powers role and terms of reference of the Committee are constitutedas per the Section 178 mentioned under the Companies Act 2013 and the "Nominationand Remuneration Policy" has been framed in accordance with the provisions of Section178 of the Companies Act 2013. The Nomination and Remuneration Committee consists ofthree Directors viz. Shri. Zakir Hussain Munavar (Independent Director) Shri. SyedMunnawar Hussain (Independent Director) and Smt. Tikamchand Rakhi (Non-ExecutiveDirector).
Shri. Prakashchand Pramodh (Independent Director) member of the Committee resignedw.e.f June 13 2019 and Shri. Zakir Hussain Munavar was appointed in his place w.e.f June13 2019.
During the year three meetings of the Nomination and Remuneration Committee were heldon 24.04.2019 13.06.2019
12.02.2020. There were no recommendations of the Nomination and Remuneration Committeewhich were not accepted by the Board.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The composition powers role and terms of reference of the Stakeholders RelationshipCommittee are constituted as per the Section 178 mentioned under the Companies Act 2013.The Stakeholders Relationship Committee consists of three Directors viz. Shri. ZakirHussain Munavar (Independent Director) Shri. Syed Munnawar Hussain (Independent Director)and Smt. Tikamchand Rakhi (Non-Executive Director).
The Stakeholders Relationship Committee oversees inter-alia redressal of Shareholdersand Investor grievances transfer/transmission/transposition of shares Splitconsolidation issue of duplicate shares certificates recordingdematerialization/dematerialization of shares and related matters.
The detailed particulars of Investors' complaints handled by the Company/Registrar& Share Transfer Agent during the year 2019-20 are as under:
The complaint has been resolved to the satisfaction of the complainant and no investorcomplaint was pending at the beginning or at the end of the year. The Company has actedupon all valid requests for share transfer received during the year 2019-20 and no suchtransfer is pending at the end of the year.
During the financial year one meeting of the Stakeholders Relationship Committee washeld on 12.02.2020 and all the above three Directors attended the meetings.
CORPORATE SOCIAL RESPONSIBILITY:
The Company does not meet the criteria laid down in Section 135 of the Companies Act2013 read with Companies (Corporate Social Responsibility Policy) Rules 2014 hence thereis no requirement of constituting Corporate Social Responsibility Committee.
WHISTLE BLOWER POLICY/VIGIL MECHANISM:
In compliance with provisions of Section 177 of the Act read with SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board of Directors of theCompany has constituted Vigil Mechanism/Whistle Blower Policy for Directors employees andvendors of the Company. The Whistle Blower Policy enables the Directors employees andvendors to report concerns about unethical behaviour actual or suspected fraud orviolation of the Code of Conduct or ethics Policy thereby ensuring that the activities ofthe Company are conducted in a fair and transparent manner. We further affirm that noemployee has been denied access to the audit committee during the year 2019-20.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134 (5) of the Companies Act 2013
in the preparation of the annual accounts the applicable accounting standardshave been followed and there are no material departures;
the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs ofthe Company as at 31st March 2020 andof the profit of the Company for the year ended on that date;
the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions ofthe Act for safeguardingthe assets ofthe Company and for preventing and detecting fraud and other irregularities;
the Directors have prepared the annual accounts on a going concern basis;
the Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively;
the Directors have devised proper systems to ensure compliance withtheprovisions of all applicablelaws and that such systems were adequate and operatingeffectively.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:
The Company has a proper and adequate internal control system to ensure that all theassets of the Company are safeguarded and protected against any loss and that all thetransactions are properly authorized and recorded. It is ensured that information isprovided to management in a reliable and timely manner.
The Internal Financial Control systems are adequate considering the present state ofbusiness. The company has established Internal Financial Control framework includinginternal control over financial reporting operating controls and fraud framework. Theframework is revised regularly by the management.
Based on the periodical testing the frame work is strengthened from time to time toensure adequacy and effectiveness of Internal Financial Controls. The Report of theStatutory Auditors containing the Internal Financial Controls is given in Annexure -B ofthe Statutory Auditors Report for the year ended 31st March 2020.
Since the company does not engage in any activities at present there are no activeassets. Hence the company has not framed a risk management policy.
At the 27th Annual General Meeting of the Company M N & Associates CharteredAccountants (Registration No. FRN 018167S) was appointed as the statutory auditors of theCompany for a period of 5 years i.e. till the conclusion of 32nd Annual General Meeting.
I N FORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES/ ASSOCIATES:
In accordance with Section 136 (1) of the Companies Act 2013 the Annual Report ofyour Company containing inter- alia the audited accounts has been placed on the websiteof the Company at www.dhousingl.in
EXTRACT OF ANNUAL RETURN:
As per the Companies Act 2013 the details of extract of Annual Return which formspart of this Board's report is posted on the Company's website www.dhousingl.in
The Board has appointed Mrs. Aishwarya. N (CoP 20319) Company Secretary in Practiceto conduct Secretarial Audit for the Financial Year 2019-2020. The Secretarial AuditReport for the Financial Year 2019-2020 is provided in Annexure-1 which forms part of thisBoard's report.
The Business activity of the Company is not covered under Rule 3 of the Companies (CostRecord and Audit Rules 2014). Accordingly the maintenance of Cost records under Section148(1) of the Companies Act 2013 is not applicable.
PARTICULARS OF EMPLOYEES:
The information required pursuant to section 197(12) read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andCompanies (Particulars of Employees) Rules 1975 in respect of employees of the companyand Directors is furnished in Annexure-2 which forms part of this Board's report.
There are no employees drawing remuneration in excess of the limits specified underSection 197 of the Companies Act 2013 read with Rule 5(2) & (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rule 2014.
The Board constantly evaluates the contribution and performance of Non-Executive andIndependent Directors every year and periodically updates with the shareholders abouttheir reappointment in consistent with applicable laws.
All the Non-Executive and Independent Directors are eminent and distinguishedpersonalities having wide experience in the field of Business Industry andAdministration.
EXPLANATION OF BOARD ON QUALIFICATION OF STATUTORY AUDITORS & SECRETARIAL AUDITORIF ANY: During the year ended 31 st March 2020 there was no qualification reservation oradverse remark made by the statutory auditor on the financial statements of the company.
Reply to the qualifications of the Secretarial Auditor: The Company is not underoperations hence we have not appointed Internal Auditor during the financial year2019-2020.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013:
During the year 2019-20 the Company has not given any loan guarantee and/or providedany security in connection with the loan to any person/body corporate except the loans tothe parties covered in the register maintained under Section 189 of the Companies Act2013.
CHANGE OF NATURE OF BUSINESS IF ANY:
There was no change in the nature of business of the Company during the year ended 31stMarch 2020
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Your Company does not carry on any manufacturing activity and accordingly the provisionto furnish information as per Section 134 of the Companies Act 2013 read with Rule 8 (3)of the Companies (Accounts) Rules 2014 the particulars relating to Conservation ofenergy Research and Development and Technology Absorption are not applicable. There wereno foreign exchange earnings and outgo during the period under report.
SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANY:
The Company does not have any Subsidiary Joint Ventures or Associate Company. Hencethe requirement of presenting the consolidated financial statements in Annual Report isnot applicable.
During the year under review your company did not accept any deposits within themeaning of provisions of Chapter V - Acceptance of Deposits of the Companies Act 2013read with the Companies (Acceptance of Deposits) Rules 2014.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:
The Company is committed to provide a safe and secure work environment for itsemployees. The Company has put in place an "Anti-Sexual Harassment Policy" asrequired under The Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013. A Committee has also been set up to redress complaints receivedregarding sexual harassment and all employees of the Company are covered under thispolicy. Your Directors further state that during the year under review there were nocases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
DEMATERIALIZATION OF EQUITY SHARES:
As at 31st March 2020 12 75 700 equity shares representing 42.53% of the paid-upshare capital of the Company have been dematerialized. The shareholders holding shares inphysical form are advised to dematerialize their equity shares to avoid the risksassociated with holding the share certificates in physical form.
ISSUE OF SHARES:
The Company has not issued and allotted any kinds of securities during the year.
MANAGEMENT DISCUSSION & ANALYSIS:
Management Discussion & Analysis Report on the business of the Company for the yearended 31st March 2020 is furnished here. We have included comments on all thespecified matters to the extent relevant or within limits that in our opinion are imposedby the Company's competitive position.
REVIEW OF OPERATIONS:
The financial review has been made available in the Board's report.
DISCLOSURE OF ACCOUNTING TREATMENT:
In the preparation of financial statements treatment as prescribed in the AccountingStandards have been followed. OUTLOOK:
The Company shall continue to review the business plans and take necessary actions inthe best interest of the Company and safeguard the interest ofthe stake holders. Theentire world has been impacted by the COVID-19 pandemic and your Company has not beenspared the adverse effects of the Virus. The Company shall continue to look for businessopportunities in the coming months post-lockdown to make sure that the Company becomesprofitable in a sustainable manner in the long run.
There are no further areas of risks /concerns outside the ordinary course of businessforeseeable at this point of time. Internal control systems are found to be adequate andare continuously reviewed for further improvement.
There was no significant material orders passed by the regulators Courts or Tribunalsimpacting the going concerns status and companies operations in future.
Statements in this "Management Discussion & Analysis" which seek todescribe the Company's objectives projections estimates expectations or predictions maybe considered to be "forward looking statements" within the meaning ofapplicable securities laws or regulations. Actual results could differ materially fromthose expressed or implied.
Part C D & E of Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015:
The above provisions are not applicable since the company was having paid up equityshare capital not exceeding Rupees Ten crores and net worth not exceeding RupeesTwenty-five crores as on the last day of the previous financial year.
Part F Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015:
Disclosures with respect to demat suspense account/ unclaimed suspense Account - Thereare no shares outstanding in demat suspense account or unclaimed suspense account.
Your Directors would like to place on record their gratitude to the Members for theircontinued support and confidence. Your Directors would also like to express their sincereappreciation for the assistance and co-operation received from all the stakeholders of theCompany during the year under review.
ON BEHALF OF THE BOARD OF DIRECTORS