Your Company's Directors are pleased to present the 23rd Annual Report of the Companyalong with Audited Accounts for the Financial Year ended 31st March 2015
The Company's financial performance for the year ended 31st March 2015 is summarizedbelow. Segment wise reporting as per Accounting Standards AS-17 is not applicable to yourCompany since your Company is engaged in the activity of single segment only.
| ||Year ended 31.03.2015 ||Year ended 31.03.2014 |
|Particulars || || |
| ||(In Rs) ||(In Rs) |
|Revenue from operations ||650000 ||1153910 |
|Other income ||47958 ||1033495 |
|Total Expenses ||- ||- |
|Finance Cost ||24837 ||30161 |
|Depreciation and amortization expenses ||145565 ||120415 |
|Profit / Loss Before tax ||- ||- |
|Current tax ||- ||- |
|Deferred Tax reversal ||145565 ||120415 |
|Profit / Loss After tax ||0.05 ||0.04 |
|Earnings per share || || |
|Basic & Diluted || || |
|Your Directors recommend the following appropriations:- ||- ||- |
|Proposed Dividend ||- ||- |
|Dividend Distribution Tax ||- ||- |
|Transfer to general Reserve || || |
STATE OF COMPANY'S AFFAIRS
The fiscal year 2014-15 continued to be subdued for property development business asthe Indian economy did not progress much. There were continued challenges anduncertainties in the Real Estate business with high interest rates and negative customersentiments. The real estate market and customer sentiments work in tandem with the growthof the Indian economy. With the revival of indian economy your Company hopes that thereal estate would also start seeing revival but in a very gradual manner. The Managementand Directors will review business plan and existing status of the Company and takenecessary action based on the same in the best interest of the Company and itsstakeholders.
EXTRACT OF ANNUAL RETURN
An Extract of Annual Return (as provided in Section 92(3) of the Companies Act 2013)in Form MGT-9 as on 31st March 2015 is attached as Annexure 1 to this report
NUMBER OF MEETINGS OF THE BOARD
During the year 06 (Six) meetings of the Board of Directors were held. The details ofthe meetings are furnished in the Corporate Governance Report which is attached to thisreport. In respect of all such meetings proper notices were given and the proceedings wereproperly recorded and signed in the minutes book maintained for the purpose. Theintervening gap between any two meetings was within the period prescribed under thecompanies Act2013.
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
I. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
ii. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2015 and of the profitof the Company for the year ended on that date;
iii. the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Directors have prepared the annual accounts on a going concern basis;
v. the Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively;
vi. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL AND CHANGES
The Board of Directors of the company comprises of a Whole Time Director and SixNon-Executive including Three Independent Directors.
The Companies Act 2013 provides for the appointment of independent Directors.Sub-section (10) of Section 149 of the Companies Act 2013 provides that IndependentDirectors shall hold office for a term of up to five consecutive years on the Board of acompany; and shall be eligible for re-appointment on passing a Special resolution by theshareholders of the Company. Accordingly all the Independent DirectorsShri.D.Karunanidhi(DIN-02189272) Shri.Gouthamchand (DIN-02554942) and Shri.PrakashchandPramodh (DIN-05209299) were appointed by the shareholders at the Annual General meeting asrequired under Section 149(10) for a period of Five years. They are not liable to retireby rotation.
Smt.Pushpa Dugar (DIN:02775120) was co-opted as an Additional Director [Non-Executive(Women)] of the Company with effect from March 30 2015 pursuant to Section 161 of theCompanies Act 2013 read with in terms clause 49 of the Listing Agreement. Smt.PushpaDugar (DIN:02775120) holds office of Director upto the date of ensuing Annul GeneralMeeting.
In terms of Section 152 of the Companies Act 2013 Shri.T.Ramesh Dugar (DIN: 01735878)retires at the ensuing Annual General meeting.
The Board of Directors based on the recommendation of Nomination and RemunerationCommittee have recommended the re-appointment of Shri.T.Ramesh Dugar (DIN: 01735878) andSmt.Pushpa Dugar (DIN:02775120) at the ensuing Annual General Meeting.
Further in terms of section 203 of the Companies Act 2013 and read Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 every listed companyshall have whole-time key managerial personnel. Necessary steps being initiated to recruitChief Financial Officer and Company Secretary.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149(6) of the Companies Act 2013 and Clause 49 of the Listing Agreement with the StockExchanges.
SEPARATE MEETING FOR INDEPENDENT DIRECTORS
In accordance with the provisions of the Companies Act 2013 a separate meeting of theIndependent Directors of the Company was held on March 30 2015.
APPOINTMENT AND REMUNERATION POLICY
The Company's policy on Directors appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been provided in the Corporate GovernanceReport which is attached to this report as Annexure - 3
AUDITORS AND AUDITORS' REPORT
At the Annual General Meeting of the Company held on September 29 2014M/s.Krishnakumar & Associates Chartered Accountants (Registration No.FRN 006853S)were reappointed as the Statutory Auditors of the Company for a period of 5 years which issubject to annual ratification by the members of the Company in terms of Section 139 ofthe Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014.Accordingly the appointment of M/s.Krishnakumar & Associates Chartered Accountantsas statutory auditors of the Company is placed for ratification by the shareholders. Inthis regard the Company has received a certificate from the auditors to the effect thatif they are reappointed it would be in accordance with the provisions of Section 141 ofthe Companies Act 2013. The Audit committee and the Board of Directors recommend theratification of appointment of M/s.Krishnakumar & Associates Chartered Accountants asAuditors and to fix their remuneration. The members may ratify the appointment ofM/s.Krishnakumar & Associates Chartered Accountants as the Statutory Auditors of theCompany for the financial year 2015-16.
The notes on Financial Statement referred to in the Auditor's Report areSelf-explanatory. The Auditors' Report does not contain any qualification reservation oradverse remark except with regard to providing for gratuity. Your Directors are of theopinion that provision for Gratuity in not required as there is no staff now. Furtherthere is no liability for gratuity as on date. Our company will start providing forgratuity on the basis of acturial valuation as and when the liability arises.
The Board has appointed Mr.V.S.Sowrirajan and Associates Company Secretary inPractice to conduct Secretarial Audit for the Financial Year 2014 2015. The SecretarialAudit Report for the Financial Year 2014 2015 is attached as Annexure 2 to this report.
Certain observations made in the Secretarial Audit Report with regard to non filing ofcertain forms which were mainly due to inadvertence and filed subsequently. However thecompany would ensure in future that all the provisions are complied to the fullest extent.The company is in the process of selecting suitable candidates for the post of ChiefFinancial Officer and Company Secretary and will comply with the requirements of Section203 of the Companies Act 2013
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
There were no contracts and arrangements entered with related parties falling withinthe purview of Section 188 of the Companies Act 2013 during the year under review andhence the reporting under said provision is not applicable.
DIVIDEND AND TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT2013
No Dividend was declared for the current financial year in view of loss. For thefinancial year ended 31st March 2015 the Company has not proposed to carry any amount toGeneral Reserve Account.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT
Your Directors report under Section 134(3)(l) of the Companies Act 2013 that therehave been no material changes and /or commitments incurred in the period from 31st March2015 till the date of drafting of this Directors' Report which have material effect onthe Financial position of the Company.
CHANGE OF NATURE OF BUSINESS IF ANY
There was no change in the nature of business of the Company during the year ended 31stMarch 2015
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 particulars relating to Conservation of energyResearch and Development and Technology Absorption is not applicable.
There were no foreign exchange earnings and outgo during the period under report.
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.
Pursuant to the provisions of Companies Act 2013 and Clause 49 of the listingagreement Independent Directors at their meeting without the participation of theNon-Independent directors and management considered and evaluated the Board's performanceand other non-independent directors.
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.
DEPOSITS FROM PUBLIC
During the year under review your company did not accept any deposits within themeaning of provisions of Chapter V Acceptance of Deposits by the Companies Act 2013 readwith the Companies (Acceptance of Deposits) Rules 2014.
INTERNAL FINANCIAL CONTROLS
The details of the Internal Control system and their adequacy are provided in theManagement Discussion and Analysis Report which forms part of this report
The details pertaining to composition of audit committee are included in the CorporateGovernance Report which is attached to this report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established Vigil Mechanism / Whist Blower policy for Directors andemployees to report their genuine concern. Your company hereby affirms that no complaintswere received during the year.
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES
Details pursuant to Section 197(12) of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of thisreport and are annexed herewith as Annexure 4
No employees of the company drawing remuneration in excess of the limit specified underRule.5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014
Pursuant to Clause 49 of Listing Agreement) Pursuant to Securities and Exchange Boardof India's Circular No.CIR/CFD/POLICY CELL/7/2014 dated September 15 2014 the Clause 49of the Listing Agreement shall be applicable to all companies whose equity shares arelisted on a recognized stock exchange. However compliance with the provisions of Clause49 shall not be mandatory for the time being in respect of Companies having paid upequity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore ason the last day of the previous financial year. However in line with Clause 49 of thelisting agreement with Mumbai Stock Exchange (BSE Ltd) the Company is regular in complyingwith the mandatory requirements of the Corporate Governance. The report on CorporateGovernance as stipulated under the Listing Agreement forms an integral part of thisreport. The requisite certificate from the Auditors of the Company confirming compliancewith the conditions of Corporate Governance is attached to this report.
PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS:
The Board constantly evaluates the contribution of the members and periodically updateswith the shareholders about their reappointment in consistent with applicable laws. One ofthe key functions of the Board is to monitor and review the Board evaluation framework.The evaluation criteria for performance evaluation of independent directors has been laiddown by the Nomination Committee and the same is annexed to the Annual Report.
At the time of their appointment the Independent Directors are apprised of their roleduties and responsibilities in the Company. A detailed letter of appointment is alsoissued which set-outs the expectations of the Company the rights powers and liabilitiesof the Independent Directors and the policies of the Company to be adhered by them.Periodic presentations are made to the Independent Directors on the financial andoperational performance of the Company strategy and business plan significant processimprovements and material business developments among others. The Independent Directorsare also regularly updated and informed about material regulatory and statutorydevelopments affecting the Company.
SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS / COURTS
During the year under review there were no significant or material orders passed bythe regulators or courts or tribunals impacting the going concern status and Company'soperations in future.
APPRECIATIONS AND ACKNOWLEDGMENTS
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from all the stakeholders during the year under review.
| || ||By order of the Board of Directors |
| || ||For DUGAR HOUSING DEVELOPMENTS LIMITED |
|Place : Chennai ||Sd/- ||Sd/- |
|Date : 31.08.2015 ||N.Tarachand Dugar ||T.Padam Dugar |
| ||Director ||Whole-time Director |
| ||(DIN-01740608) ||(DIN- 01735878) |