To the Members
The Directors have pleasure in presenting the 143rd Annual Report ofthe Company together with the Audited Financial Statements for the year ended 31stMarch 2021. The accounts are prepared in accordance with the Companies (Indian AccountingStandards) Rules 2015 as amended (IND AS) and prescribed under Section 133 of theCompanies Act 2013.
(Amount Rs. In '000)
| ||2020-21 ||2019-20 |
|The gross profit before Interest and Depreciation ||34889.14 ||37781.35 |
|Less: || || |
|Finance cost ||200.67 ||1497.52 |
|Depreciation and Amortization Expenses ||19468.26 ||20992.91 |
|The net profit/(loss) ||15220.21 ||15290.92 |
|Less: || || |
|Current Tax Expense ||3182.44 ||1549.04 |
|Deferred Tax Charges / (Credit) ||(98.46) ||28.50 |
|Income Tax of earlier years ||327.89 ||- |
|Profit/ (Loss)for the year || || |
|Balance carried forward from last year's accounts ||50392.50 ||36679.12 |
|Balance proposed to be carried forward to next year's accounts ||62200.84 ||50392.50 |
CONSOLIDATED FINANCIAL STATEMENTS:
Pursuant to Sections 129 134 of the Companies Act 2013 (the Act') theConsolidated Financial Statement of the Company and its subsidiary prepared in accordancewith Schedule III of the Act and applicable Accounting Standards forms part of this AnnualReport.
The total revenue of the Company for the Financial Year 2020-21 is Rs.419.01 lacs asagainst Rs.460.87 lacs in the previous year.
With a view to conserve financial resources the Directors do not recommend anydividend on equity shares for the year ended on 31st March 2021.
CHANGES IN THE CAPITAL STRUCTURE OF THE COMPANY:
There is no change in capital structure of the Company during Financial Year 2020-21.
TRANSFER TO RESERVES:
The Company has not transferred any amount to reserves in the financial year 2020-21.
As at 31st March 2021 the Company has one Subsidiary namely FujisanTechnologies Limited.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARY ASSOCIATES AND JOINTVENTURE COMPANIES:
Pursuant to Rule 8 of the Companies (Accounts) Rules 2014 the information on theperformance and financial position of each of the subsidiary associates joint venturecompanies etc. as included in consolidated financial statements is provided in AnnexureNo. 1 to this report. The Form AOC -1 pursuant to first proviso to sub-section(3) of Section 129 read with rule 5 of Companies (Accounts) Rules 2014 is annexedto the Financial Statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Board and the Audit Committee periodically review the internal control systems ofthe Company and the internal control systems are deemed adequate.
The Audit Committee comprises of Mr. V. K. Beswal (Chairman) Ms. Vrinda Jatia and Mr.B. R. Nadkarni the Directors of the Company. Mr. V. K. Beswal and Mr. B. R. Nadkarni areIndependent Directors.
During the year under review your Company did not accept any deposits within themeaning of provisions of Chapter V of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014. The Company has not borrowed any sums from any ofits Directors during the year.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
During the year under review pursuant to the provisions of Section 125 of theCompanies Act 2013 no amount was due to be transferred to the Investor Education andProtection Fund.
M/s. ADV & Associates Chartered Accountants (Firm Registration No.128045W) havebeen appointed as Statutory Auditor of the Company at the 139th Annual GeneralMeeting to hold office up to the conclusion of 144th Annual General Meeting.
M/s. ADV & Associates Chartered Accountants have given their consent to act as theAuditors of the Company till conclusion of 144th Annual General Meeting andconfirmed that their appointment if made would be within the limits specified underSection 141 of the Act and that they are not disqualified to be appointed as statutoryauditors of the Company. The Shareholders will be required to ratify the appointment ofthe auditors and fix their remuneration at the ensuing Annual General Meeting.
There is no adverse remark or qualification in the Statutory Auditor's Report forFinancial Year 2020-21 as annexed elsewhere in this Annual Report. The Auditors havereported that there is no fraud on or by the Company noticed or reported during the year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
The Company has Board of Directors with total 6 Directors out of which 3 areNon-Executive Independent Directors and the remaining are Non-Executive Directors. Byvirtue of Section 149 of the Companies Act 2013 and the rules made there under theIndependent Directors are not liable to retire by rotation.
During the initial period of lockdown the Company has appointed Chief Financial Officer(CFO) (Key Managerial Personnel) by passing of circular resolution unanimously and notedby the Board in its subsequent meeting.
In terms of provisions of the Companies Act 2013 Ms. Vrinda Jatia Director of theCompany retires by rotation at the ensuing Annual General Meeting and being eligibleoffers herself for re-appointment
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed under theapplicable provisions of the Companies Act 2013 and confirming that they are not debarredfrom holding the office of Director by virtue of any Order of SEBI or any other suchauthority.
BOARD MEETINGS & COMMITTEE MEETINGS HELD DURING THE YEAR AND ATTENDANCE OFDIRECTORS:
As per Secretarial Standard on Board Meetings the number and the dates of Board andCommittee Meetings held during the year and the attendance of Directors are as follows:
(A) During the Financial Year 2020-21 4 Board Meetings were held on the followingdates:
|25.06.2020 ||07.08.2020 ||13.11.2020 ||11.02.2021 |
The intervening gap between the Meetings was within permissible period prescribed underthe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (SEBI) and as per the Circulars issued by the Ministry of CorporateAffairs and SEBI. (B) During the Financial Year 2020-21 the Committee Meetings were heldon the following dates :
|Audit Committee ||Nomination & Remuneration Committee ||Borrowing & Investment Committee ||Committee of Independent Directors ||Share Transfer Approval Committee |
|25.06.2020 ||25.06.2020 ||25.06.2020 ||- ||25.06.2020 |
|07.08.2020 ||- ||07.08.2020 ||- ||07.08.2020 |
|13.11.2020 ||- ||13.11.2020 ||- ||13.11.2020 |
|- ||- ||28.12.2020 ||- ||- |
|11.02.2021 ||11.02.2021 ||11.02.2021 ||11.02.2021 ||11.02.2021 |
(C) The number of Meetings attended by each Director is as follows:
|Sr. No. ||Name of Director ||No. of Board Meetings attended ||No. of Audit Committee Meetings attended ||Share Transfer Approval Committee ||No. of Nomination & Remuneratio n Committee Meetings attended ||No. of Borrowing & Investment Committee Meetings attended ||No. of Independent Directors' Committee Meetings attended |
|1 ||Mr ArunKumar ||4 ||N.A. ||4 ||N.A. ||5 ||N.A. |
| ||Jatia || || || || || || |
|2 ||Mr S. K. Bansal ||4 ||N.A. ||4 ||N.A. ||5 ||N.A. |
|3 ||Ms Vrinda Jatia ||4 ||4 ||N.A ||N.A. ||N.A. ||N.A. |
|4 ||Mr V. K. Beswal ||4 ||4 ||N.A. ||2 ||N.A. ||1 |
|5 ||Mr B. K. Khaitan ||2 ||N.A. ||N.A. ||2 ||N.A. ||1 |
|6 ||Mr. B. R. ||1 ||1 ||N.A. ||1 ||N.A. ||0 |
| ||Nadkarni || || || || || || |
Pursuant to provisions of Section 204 read with Section 134(3) of the Companies Act2013 the Board has appointed M/s. Parikh & Associates Practicing Company Secretary(Certificate of Practice No. 1228) to conduct Secretarial Audit of the Company for thefinancial year 2020-21. The Secretarial Audit Report for the financial year 2020-21 isannexed hereto as Annexure No. 2. There are no observations qualifications oradverse comments in the Secretarial Audit Report. The Company has complied with theapplicable Secretarial Standards during the year issued by the Institute of CompanySecretaries of India.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act 2013 read with the Rules prescribedtherein relating to Corporate Social Responsibility do not apply to the Company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Investments made by the Company are within the limits of Section 186 of theCompanies Act 2013 and rules made there under as approved by Shareholders vide specialresolution passed at 136th Annual General Meeting of the Company. The briefsummary of such transactions are provided in Annexure No. 3 to this Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Pursuant to Section 134(3) and 188(1) of the Companies Act 2013 read with Rule 8(2) ofthe Companies (Accounts) Rules 2014 the particulars of all contracts and arrangementswith Related Parties are provided in Form AOC -2 as Annexure No. 4.
ANNUAL EVALUATION OF PERFORMANCE OF BOARD DIRECTORS AND COMMITTEES:
As required under Companies Act 2013 a meeting of the Independent Directors was heldon 11th February 2021 to evaluate the performance of the Non-IndependentDirectors wherein the evaluation of performance of the Non-Independent Directorsincluding the Chairman and also of the Board as a whole was made against pre-defined andidentified criteria. The criteria for evaluation of the performance of the IndependentDirectors Chairman and the Board was finalized by the Nomination and RemunerationCommittee. The said committee has carried out evaluation of the performance of everydirector. The performance of the Committees was also generally discussed and evaluated.The said criteria is provided as Annexure No.5 and is also available on theCompany's website onhttp://thacker.co.in/images/Policies/Criteria_-Senior-Management-Member-on-Board-of-Directors.pdf
The details of programmes for familiarization of Independent Directors with the Companyis available on the Company's website onhttp://thacker.co.in/images/Policies/familiarisation%20programme%20for%20independent%20directors_tcl.pdf
Pursuant to the provisions of Section 178 and other applicable provisions of theCompanies Act 2013 the Nomination and Remuneration Committee has determined recommendedand approved remuneration policy and recommended to the Board of Directors. The saidpolicy is provided as Annexure No.6 and is also available on the Company website:http://thacker.co.in/images/Policies/Remuneration%20Policy_TCL.pdf
RISK MANAGEMENT POLICY:
The Company does not have any Risk Management policy as the elements of riskthreatening the Company's existence are very minimal.
WHISTLE BLOWER MECHANISM:
The Company has a Whistle Blower Policy / Vigil Mechanism. The said policy has beenmade keeping in view the amendments in the Companies Act 2013 and may be referred to atthe Company's website on:http://thacker.co.in/images/Policies/Vigil%20Mechanism_Whistle%20Blower%20Policy.p df
PARTICULARS OF EMPLOYEES:
Pursuant to Section 197 (12) of the Companies Act 2013 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the statementgiving required details is given in the Annexure No. 7 to this Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
An Internal Complaints Committee (Sexual Harassment Committee') has beenconstituted under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 to deal with the complaints if any from the Company and otherCompanies in the Pudumjee Group. During the year under review there was no complaint ofdiscrimination and harassment (including Sexual Harassment) received by the Committee.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO:
In view of the nature of business activities the information required under Section134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 isnot applicable. The Company however uses information technology in its operations.
During the year under review there was no foreign exchange gain/(loss) and foreignexchange outgo/expenditure was NIL.
MAINTENANCE OF COST RECORDS:
The Company is not required to maintain cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013 andaccordingly such accounts and records have not been made/maintained by the Company.
REPORT ON CORPORATE GOVERNANCE:
Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the compliance with the provisions of Corporate Governance is notmandatory for the Company and accordingly the Corporate Governance Report has not beenannexed to the Directors' Report for Financial Year 2020-21.
Pursuant to the provisions of Companies Act 2013 a copy of Annual Return for thefinancial year 2019-20 is available on the website of the Company athttp://thacker.co.in/general-meeting.php and a copy of Annual Return for the financialyear 2020-21 will be available on the website of the Company after submission of the sameto the Registrar of Companies.
DISCLOSURE OF SHARES LYING IN THE UNCLAIMED SUSPENSE ACCOUNT:
Pursuant to Regulation 39 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the details in respect of the shares lying in the un-claimed suspenseaccount till March 31 2021 are as follows:
|Particulars ||No. of Shareholders ||No. of shares |
|Aggregate number of shareholders and outstanding shares held in the Unclaimed Suspense Account as on 25th July 2018 (Being the date of transfer of shares to the Unclaimed Suspense Account) ||42 ||52126 |
|Number of shareholders/legal heirs who approached listed entity for transfer of shares from suspense account during the year ||NIL ||NIL |
|Number of shareholders to whom shares were transferred from suspense account during the year ||NIL ||NIL |
|Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year i.e. as on 31st March 2021 ||42 ||52126 |
Voting rights on these 52126 shares shall remain frozen till the rightful owner ofsuch shares claims the shares. Shareholders may get in touch with the Company/RTA for anyfurther information in this matter.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Company is presently exploring lucrative opportunities in its leasing business.
Segment wise financial performance is stated in the accompanying accounts.
The Board and the Audit Committee of the Company periodically review the internalcontrol systems of the Company and the internal control systems are deemed adequate.
The Company maintained good industrial relations with its employees. The Company had 2permanent employees in its payroll as on 31st March 2021.
There are no material developments in the human resources front.
SIGNIFICANT AND MATERIAL ORDERS:
There is no significant and material order passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations in future.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There is no material change and commitment affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the Report
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors confirm that;
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b) 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 at the end of the financial year and ofthe Profit of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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; and
e) the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Your Directors wish to express their appreciation of the continued support andcooperation received from all the stakeholders and employees of the Company.
|Place : Mumbai || |
On behalf of the Board of Directors
|Date : 9thJune 2021 ` ||A.K.Jatia ||V.K.Beswal |
| ||Director ||Director |
| ||(DIN : 01104256) ||(DIN : 00120095) |