TO THE MEMBERS
The Directors hereby present their Thirtieth Annual Report on the business operationsof the Company along with the audited statement of account for the year ended 31 st March2017.
1. FINANCIAL RESULTS
| || |
| ||Year Ended ||Year Ended ||Year Ended ||Year Ended |
| ||31.03.2017 ||31.03.2016 ||31.03.2017 ||31.03.2016 |
|Income ||4042.53 ||3026.96 ||4186.78 ||3245.96 |
|Profit before Tax (PBT) ||1812.39 ||361.87 ||1811.42 ||361.25 |
|Provision for taxation ||440.00 ||135.00 ||440.00 ||135.00 |
|Taxes for Earlier Years (Net) ||0 ||(34.31) ||0.08 ||(31.98) |
|Deferred Tax ||4.76 ||25.80 ||4.76 ||25.80 |
|Profit after Tax (PAT) ||1367.63 ||235.38 ||1366.58 ||232.44 |
|Add/(Less) Prior Period Adjustment ||(0.11) ||(7.08) ||(0.11) ||(7.08) |
| ||1367.52 ||228.30 ||1366.47 ||225.36 |
|Add:Balance of Profit brought forward ||4576.30 ||4348.00 ||4802.24 ||4576.88 |
|Balance available for appropriation Appropriations ||5943.82 ||4576.30 ||6168.71 ||4802.24 |
|Balance Carried to Balance Sheet ||5943.82 ||4576.30 ||6168.71 ||4802.24 |
2. Dividend and General Reserve :
Board does not recommend any dividend for the year 2016-17. But proposed to transfer toGeneral Reserve amount of Rs. 1367.52 Lakhs
3. Share Capital :
The Paid Up Equity Share Capital stood as on March 31 2017 Is of Rs. 90000000/-(Rupees Nine Crore Only). During the year there were no variation in the Authorized &Paid up share capital.
4. Operations and prospects :
The year under review your Company achieved total income of Rs.4042.53 Lakhs in comparewith last year of Rs.3026.96 Lakhs. During the year Company has sold constructedflats/shops admeasuring about 12580.35 Sq. ft worth of Rs. 712.40 Lakhs as previous Year18267.88 Sq ft worth of Rs.876.39 Lakhs.
In addition to above the Company sold plots lands etc worth of Rs. 2464.17 Lakhs(previous year of Rs. 1894.18 Lakhs).
Profit after tax for the Financial Year 2016-17 is Rs.1367.52 Lakh as compared toRs.228.30 Lakhs in the previous year.
5. Public Deposit:
During the Financial Year 2016-17 your Company had not accepted any deposits withinthe meaning of the provisions of Section 73 and Section 76 of the CompaniesAct 2013 readwith the Companies (Acceptance of Deposits) Rule 2014.
Your company has insured all assets of the company.
7. Particulars Of Loans Guarantees Or Investments
During the Financial Year 2016-2017 The Company has not provided any loan or has notgiven any guarantee but made an investment which is enclosed under Note 27 sub Note 17 ofthe Balance Sheet.
8. Merger And Amalgamation
No merger and amalgamation took place during the financial year.
9. Material Changes
No material changes occurred during the year.
10. Internal Control System
The company has an Internal control system commensurate with the size scale andcomplexity of its operations The scope and authority of internal Audit function isdefined in the Internal Audit manual. 1o maintain its objectivity and independance theinternal audit function reports to the Chairman of theAudit committee of the Board and tothe Chairman.
11. Corporate Social Responsibility
As Company believes in growing its business in a social responsible way Company hasdrawn the CSR policy to focus the quality development of the community byway of donationsplantation in the shelter of GO GREEN. Therefore according to section 135 of theCompaniesAct 2013 the company in the Financial Year 2016-2017 has spent Rs. 28960/-towards expenses on corporate social responsibility. Average net profit of the company forlast three financial years is Rs. 566.46 Lakh and the prescribed CSR expenditure i.e. twopercent of average 3 years profit is Rs. 11.32 Lakh for the year.
Though the Company is unable to spend that particular amount against the CSR Companyhave a much more future plans for the same. The activities in respect of CSR are given inthe Corporate Governance Report.
Details of CSR policy are available on the website of the Company -www.thakkersdevelopers.com .
12. Conservation of energy technology absorption
In view of the nature of activities which are being carried out by the Company Rules2Aand 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors)Rules 1988 concerning conservation of energy and technology absorption respectively arenot applicable to the Company.
13. Foreign Exchange Earnings And Outgo
There were no foreign exchange earnings and outgo during the year under review.
14. Directors & Key Managerial personnel
In compliance with the provisions of Section 149152 Schedule IV and other applicableprovisions of the Companies Act 2013 read with the Companies (Appointment andQualification of Directors) Rules 2014 Mr. Chandrakant H. Thakker Mr. Jaman H. ThakkerMr. Gaurav J. Deshmukh & Mr. Manish V. Lonari have been appointed as IndependentDirectors on the Board of the Company.
Mr. Jaman H. Thakker (Independent Director) & Mrs. Hetal N. Thakker (WomanDirector) are seeking for their reappointment. The brief resume of both the Directorsunder Regulation 36 of the SEBI (LODR) 2015 with respect to the Directorseeking're-appointment' is as follows:
Details of Director seeking for reappointment
|. Particulars ||Details ||Details |
|1. Name ||Hetal Nishant Thakker ||Jaman Haridas Thakker |
|2. DIN ||02561468 ||2519374 |
|3. Date of Birth ||31.10.1980 ||05.12.1967 |
|4. Date of Appointment ||26.08.2015 ||15.03.2003 |
|5. Date of Reappointment ||NA ||23.09.2011 & 06.08.2014 |
|6. Expertise in area ||Real Estate & Construction ||Real Estate & Construction |
|7. Directorship in other Public Ltd Co. ||No ||No |
|8. Membership of Committee ||1 ||1 |
|9. No. of Shares held in the Co. ||600 ||0 |
Your Directors recommend their re-appointment.
Mr. Jitendra Manohardas Thakker is the Chairman of the Board. Mr. Rajendra ManohardasThakker Managing Director Mr. Narendra ManoharasThakker Chief Executive Officer Mr.Abhishek Narendra Thakker Chief Financial Officer Mr. LalitAvinash Bhanu CompanySecretary are Key Managerial Personnel of your Company accordance with the provisions ofSection 2(51) and 203 of the Companies Act 2013 read with the Companies (Appointment andRemuneration Personnel) Rules 2014.
None of the Key Managerial Personnel has resigned during the year under review.
In accordance with Section 149(7) of the Companies Act each Independent Director hasgiven a declaration to the Company at the first meeting of Board of Directors of Financial\fear that he meets the criteria of independence as mentioned under Section 149(6) of theCompanies Act 2013 and SEBI (LODR) Regulation 16(1) (b).
In terms of the provisions of the CompaniesAct 2013 read with Rules issued thereunderand SEBI (LODR) Regulations 2015 the Board of Directors has carried out the annualperformance evaluation of the entire Board Committees and all the Directors.
14. Directors Responsibility Statement
In terms of Section 134(5) of the CompaniesAct 2013 the directors would like to statethat:
a. In the preparation of the annual accounts the applicable accounting standards havebeen followed.
b. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfai r view of the state of affai rs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.
c. The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this 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.
e. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
16. Auditors And Auditors'Report Statutory Auditor
M/s. Govilkar&Associates Chartered Accountants Firm registration No. 119099W theexisting Statutory Auditor have been in the office for more than ten years and incompliance with the provisions of Act the audit committee and Board of Directors of theCompany recommended the appointment of M/s. S. R. Rahalkar and Associates CharteredAccountants ICAI Registration Number 108283W as the Statutory Auditor of the Company inthe place of existing Statutory Auditor to hold the office from the conclusion of thisAnnual General Meeting until the conclusion of next Annual General Meeting.
The new Auditor have confirmed their eligibility to the effect that their appointmentif made would be within the prescribed limits under the Act and that they are notdisqualified for appointment.
The Auditor's report to the shareholders on the standalone and consolidated financialsforthe year ended March 312017 does not contain any qualification observation or adversecomment.
M/s. Devendra Madane & Associates Chartered Accountants are Internal Auditor ofthe company & the reports are reviewed by Audit Committee time to time.
Secretarial Audit & Report
Pursuant to section 204 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasappointed MrAshok Surana Practicing Company Secretaries to conduct the secretarial auditand a secretarial audit report has been prepared and annexed herewith.
17. Familiarization Programme for Independent Directors
Pursuant to the requirement of Regulation 25 (7) of the SEBI (LODR) Regulations 2015the Company needs to be formally arrange Induction Pragramme for Independent Directors tofamiliarize them with their role rights and responsibility of Directors the working ofthe Company nature of the industry in which the Company operates business model etc.
18. Divident Distribution Policy:
As per SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015Company formulate the Dividend Distribution Policy. Accordingly the policy was adopted toset out the parameters that would be taken on account by the Board. The policy isavailable on website of the Company www.thakkersdevelopers.com and annexed herewith.
19. Related Party Transaction
During the Financial Year 2016-17 your Company has entered into transactions withrelated parties as defined under Section 2(76) of the Companies (Specification of Defination Details) Rule 2014 which were in the Ordinary Course of business and on arm'slength basis and in accoradance with the provisions of the Companies Act 2013 Rulesissued thereunder and Regulation 23 of the SEBI (LODR) Regulations 2015.
20. Subsidiary And Associate Concerns
At the beginning of the year April 01 st 2016 we have four subsidiaries. There were nochanges in the number & percentage of holdings in the subsidiaries. It remains thesame at the end of the year i.e. March 31st 2017.
During the year the Board of Directors reviewed the affairs of the subsidiaries. Inaccordance with the Section 129 (3) of the CompaniesAct 2013 we have prepared theconsolidated financial statements of the Company which form part of thisAnnual Report.Further the Statement containg the salient features of the financial Statement of oursubsidiaries in the prescribed format of AOC-1 is appended asAnnexure I to the Board'sReport.
In accordance with Section 136 of the CompaniesAct 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and accounts of each subsidiaries are available of the website of the Company i.e.www.thakkersdevelopers.com.
21. Vigil Mechanisms
Your Company believes in promoting fair transparent ethical and professional workenvironment. The Board of Directors of the Company Pursuant the Provisions of Section 177of the CompaniesAct 2013 and SEBI (LODR) Regulations 2015 has framed "Whistle BlowerPolicy" for Directors and employees of the Company for reporting the genuineConcerns or grievances or cases of actual or suspected fraud or violations of theCompany's code of conduct and ethics Policy The whistle Blower Policy of the Company isavailable on the Company's Website.
We continue to follow international quality standard certification such as ISO 9001.Our quality department has always try to improve the quality beyond the benchmark.
23. Particulars Of Employees
As required under the provisions of CompaniesAct 2013 and Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 there are noemployee falling under the above category thus no information is required to be given inthe report.
24. Corporate Governance And Management Discussion And Analysis Report
Corporate Governance and Management Discussion and analysis report as required pursuantto SEBI (LODR) Regulations 2015 is enclosed herewith.
25. Audit Committee
Details pertaining to composition of Audit Committee are included in the report onCorporate Governance. All the recommendations made by Audit committee were accepted byBoard.
26. Investor Relations
Your Company always endeavors to keep the time of response to shareholdersrequest/grievance at the minimum. Priority is accorded to address all the issues raised bythe shareholders and provide them a satisfactory reply at the earliest possible time.
27. Ratio Of Remuneration Of Each Director To The Median Remuneration Of The EmployeesOf The Company For The Financial Year-
The information required pursuant to Section 197 read with Rule 5(1 )(i) of theCompanies (Appointment and Remuneration) Rules2014 in respect of ratio of remuneration ofeach director to the median remuneration of the employees of the Company for the FinancialYear will be made available for inspection at its registered office of the Company duringthe working hous for a period of twenty one days before the date of annual general meetingof the company pursuant to Section 136 of the CompaniesAct2013 and members if anyinterested in obtaining the details thereof shall made specific request to the CompanySecretary and Compliance officer of the Company in this regard. The details ofremuneration is enclosed herewith.
28. Extract Of Annual Return
The details forming part of extract of Annual Return in Form MGT-9 in accordance withSection 92(3) of the Companies Act 2013 read with the Companies (Management andAdministration) Rules 2014 are set out herewith as annexed to this report.
29. Business Risk Management
Your Company recognizes that the risk is an integrate part of business and is Committedto managing the risks in proactive and efficient manner. Your company periodicallyassesses the risks in the market environment and incorporates risk management plans inits strategy business and operation plans.
The Board periodically reviews the risk if any and ensures to take steps for itsmitigation.
30. Disclosure Under The Sexual Harassment Of Women At Workplace (PreventionProhibition And Redressal) Act 2013
\bur Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. Duringthe year under review there was no case filed pursuant to the sexual harassment of Womenat workplace (Prevention Prohibition and Redressal) Act 2013.
31. Number Of Board Meetings Held During The Year
Your Board has met Nine times during the Financial Year 2016-17. The details of thenumber of Board meetings of your Company are set out in the Corporate Governance Reportwhich forms part of this Report. The maximum interval between any two meetings did notexceed 120 days as prescribed in the CompaniesAct 2013.
32. Performance Evaluation
The Board has carried out evaluation of its own performance the directors individuallyand evaluation of working of the committees of the Board during the financial year2016-17. The structured evaluation process contained various aspects of the functioning ofthe Board and its committees number of committees and their roles frequency of meetinglevel of participation and independence of judgment performance of duties andobligations and implementation of good corporate governance practices.
The Board expressed its satisfaction of the performance of all the directors Board andits committees which reflected the overall engagement of the directors the Board and itscommittees with the Company.
The Directors acknowledge with pleasure the valued co-operation and continued supportextended to the Company by its Bankers ICICI Bank Ltd.Punjab National BankGodavari UrbanCo-op. Bank Ltd. and The Saraswat Co-op Bank Ltd.
The Directors are also happy to place on record their thanks to various departments ofGovernment of Maharashtra and Municipal Authorities like Nashik Municipal CorporationMaharashtra State Electricity Distribution Co. Ltd. Maharashtra State Road TransportCorporation for their valuable co-operation.
For and on behalf of the Board of Directors
DISCLOSURE IN DIRECTORS REPORT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT 2013READ WITH COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES 2014
|Requirements ||Disclosure |
| ||Name of the Director ||Ratio |
|1 The ratio of the remuneration of each director to the medianremuneration of the employees of the company for the financial year. ||Mr. Thakker Jitendra M. ||27.96% |
| ||Mr. Thakker Rajendra M. ||27.96% |
| ||Mr. Thakker Narendra M. ||27.96% |
| ||Mr. Thakker Hetal N. ||8.90% |
| ||1. The median remuneration ol Company was Rs. 134889/- ||'employees of the |
| ||2. For this purpose Sitting Directors have not been remuneration. ||Fees paid to the considered as |
| ||3. Figures have been rounc necessary. ||Jed off wherever |
|2 The percentage increase in remuneration of each directorChief Financial Officer and ||Mr. Thakker Rajendra M. (M.D.) ||NIL |
|Company Secretary in the financial year. ||Mrs. Thakker Hetal N. (Director) ||100% |
| ||Mr. Bhanu Lai it A. (CS) ||6.5% |
| ||Mr.Thakker Abhishek N.(CFO) ||NIL |
|3 The percentage increase in the median remuneration of employees in the financial year: ||During FY 2017 the percentage increase in the medianremuneration of employees as compared to previous year was approximatelysame. |
|4 The number of permanent employees on the rolls of company. ||There were 173 employees as on March 31 2017. |
|5 Average percentage increase already made in the salariesof employees other than the managerial personnel in the lastfinancial year and its comparison with the percentage increase in the managerial remuneration and justification thereof andpoint out if there are any exceptional circumstances forincrease in the managerial remuneration. ||Increase in remuneration/salary is based on Remuneration Policy of the Company |
|6 The key parameters for any variable component ofremuneration availed by the directors. ||Nil |
|7 Affirmation that the remuneration is as per the remuneration policy of the Company. ||Yes it is confirmed. |
TOP 10 EMPLOYEES IN TERMS OF REMUNERATION DRAWN DURING FY2016-17:-
|Employee Name ||Design ation ||Remun eration received ||Quali fication ||Age in yrs ||Total Exper irence in yrs ||Date of Comme ncement ||Previou Employ |
|1. ThakkerGaurav J. ||Marketing & Legal Head ||3600000 ||PGDBM (UK) ||37 ||15 ||01.11.05 ||N.A. |
|2. Thakker Nishant R. ||Corporate Head ||2400000 ||B.E.Civil ||38 ||15 ||01.11.05 ||N.A. |
|3. ThakkerAbhishek N. ||CFO ||2400000 ||Msc.Fin. ||30 ||8 ||01.07.10 ||N.A. |
|4. Bunage Rajendra R. ||GM ||1352249 ||M.Com D.C.M. ||48 ||25 ||26.09.94 ||N.A. |
|5. Ghodke Sunil N. ||Purchase Manager ||745999 ||D.C.E. ||46 ||10 ||15.12.06 ||N.A. |
|6. Kakkad Dhimant N. ||Estate Manager ||669281 ||B.Com. ||50 ||20 ||01.11.96 ||N.A. |
|7. Sonar Rakesh K. ||Legal Manager ||615283 ||B.A. ||35 ||9 ||12.01.08 ||N.A. |
|8. Darade Sanjay R ||Sales Manager ||603869 ||B.A. ||47 ||22 ||01.01.94 ||N.A. |
|9. Chandvale D. M. ||Legal Draft Officer ||554662 ||B.Com. ||48 ||22 ||24.10.95 ||N.A. |
|10. Bhavar Sanjay R. ||Accounts Manager ||553363 ||M.Com. ||46 ||21 ||01.01.97 ||N.A. |