To the Members,
The Directors have pleasure in presenting the 147th Annual
Report of the Company together with the Audited Financial Statements for the year ended 31st
March, 2025. The accounts are prepared in accordance with the Companies (Indian Accounting
Standards) Rules, 2015, as amended (IND AS) and prescribed under Section 133 of the
Companies Act, 2013 (the Act).
FINANCIAL RESULTS (Amount in Rs. in '000)
|
202425 |
202324 |
| The gross profit
before Interest and Depreciation |
56,381.95 |
44,848.45 |
| Less: |
|
|
| i)Finance cost |
116.23 |
20.30 |
| ii)Depreciation and
Amo rtization Expenses |
13,094.42 |
14,043.60 |
| The net
profit/(loss) |
43,171.30 |
30,784.54 |
| Less: |
|
|
| Current Tax
Expense |
8,355.00 |
6,346.00 |
| Deferred Tax
Charges / (Credit) |
(517.96) |
6,576.95 |
| Income Tax of
earlier years |
2.22 |
2.51 |
| Profit/ (Loss)for
the year |
35,332.04 |
17,859.08 |
| Balance carried
forward from last year's accounts |
1,27,104.40 |
1,09,245.31 |
| Balance proposed
to be carried forward to next year's accounts |
2,04,101.55 |
1,27,104.40 |
CONSOLIDATED FINANCIAL STATEMENTS:
Pursuant to Section 129, 134 of the Companies Act 2013 (the Act), the
Consolidated Financial Statement of the Company and its subsidiary prepared, in accordance
with Schedule III of the Act and applicable Accounting Standards forms part of this Annual
Report.
OPERATIONS:
The total revenue of the Company for the Financial Year 202425 is Rs.
632.34 lacs as against Rs. 495.65 lacs in the previous year.
DIVIDEND:
With a view to conserve financial resources, the Directors do not
recommend any dividend on equity shares for the year ended on 31st March 2025.
CHANGES IN THE CAPITAL STRUCTURE OF THE COMPANY:
There is no change in capital structure of the Company during Financial
Year 20242025.
TRANSFER TO RESERVES:
The Company has not transferred any amount to reserves, in the
Financial Year 202425.
MERGER OF SUBSIDIARY COMPANY WITH THE COMPANY:
As you are aware that, the Board had approved the Scheme of Merger by
Absorption of Fujisan Technologies Limited, wholly owned subsidiary of the Company with
the Company and had filed an application/petition, with the Hon'ble National Company Law
Tribunal, Mumbai Bench for approval of the scheme.
The Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench had
approved the Scheme of Merger by Absorption of Fujisan Technologies Limited, wholly owned
subsidiary of the Company with the Company ('the Scheme') vide its order dated 1st
May, 2025. The said Order of NCLT was filed with the Registrar of Companies, Mumbai on 22nd
May, 2025 Accordingly, the Scheme takes effect from the Appointed Date which is 1st
April, 2022.
PostMerger, the Fujisan Technologies Limited (Transferor Company) stood
dissolved without winding up and the Undertaking of the Transferor Company are transferred
to and vested in the Company without any further act or deed.
Further, pursuant to the said Scheme, the Authorised Share Capital of
the Company stands increased by the Authorised Share Capital of the Transferor Company by
altering the Capital Clause in the Memorandum of Association of the Company.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE ASSOCIATES AND JOINT
VENTURE COMPANIES:
Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, the
information on the highlights of performance of the Associates and Joint Venture Companies
and their contribution to the overall performance of the company during the period under
report is provided in Annexure No. 1 of this report.
The Form AOC 1 pursuant to first proviso to subsection (3) of Section
129 read with rule 5 of Companies (Accounts) Rules, 2014 is annexed to the Financial
Statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Board and the Audit Committee periodically review the internal
control systems of the Company and the internal control systems are deemed adequate.
AUDIT COMMITTEE:
The Audit Committee comprises of Mr. Ajay Dedhia (Chairman), Ms. Vrinda
Jatia, and Mr. B. R. Nadkarni, the Directors of the Company. Mr. Ajay Dedhia and Mr. B. R.
Nadkarni are Independent Directors.
FIXED DEPOSITS:
During the year under review, your Company did not accept any deposits
within the meaning 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 of its 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 the Companies Act, 2013, no amount was due to be transferred to the Investor Education
and Protection Fund.
AUDITORS:
M/s. P.R. Agarwal & Awasthi, Chartered Accountants have been
appointed as Statutory Auditors of the Company at the 144th Annual General
Meeting to hold office up to the conclusion of 149th Annual General Meeting.
M/s. P.R. Agarwal & Awasthi, have given their consent to act as the Auditors of the
Company till conclusion of 149th Annual General Meeting.
For Financial Year 202425, there is no adverse remark or qualification
in the Statutory Auditor's Report as annexed. The Auditors have reported 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 are NonExecutive Independent Directors and the remaining are NonExecutive Directors. By
virtue of Section 149 of the Companies Act, 2013 and the rules made there under, the
Independent Directors are not liable to retire by rotation.
The Company has received declarations from all the Independent
Directors of the Company pursuant to section 149(6) of the Companies Act, 2013, confirming
that they meet with the criteria of independence as prescribed under the relevant
provisions of Companies Act, 2013 and confirming that they are not debarred from holding
the office of Director by virtue of any Order of SEBI or any other such authority.
BOARD MEETINGS & COMMITTEE MEETINGS HELD DURING THE YEAR AND
ATTENDANCE OF DIRECTORS:
As per Secretarial Standard on Board Meetings, the number and the dates
of Board and Committee Meetings held during the year and the attendance of Directors are
as follows.
(A) During the Financial Year 202425, 4 Board Meetings were held on the
following dates:
| 29.05.2024 |
08.08.2024 |
07.11.2024 |
07.02.2025 |
The intervening gap between the Meetings was within permissible period
prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and as per the Circulars issued by the Ministry of
Corporate Affairs and SEBI.
(B) During the Financial Year 202425, the Committee Meetings were held
on the following dates:
| Audit Committee |
Nomination
& Remuneration Committee |
Borrowing
&
Investment
Committee |
Committee
of Independent Directors |
Share
Transfer
Approval
Committee |
| 29.05.2024 |
29.05.2024 |
|
|
27.05.2024 |
| 08.08.2024 |
|
08.08.2024 |
|
08.08.2024 |
| 07.11.2024 |
|
|
|
07.11.2024 |
| 07.02.2025 |
07.02.2025 |
07.02.2025 |
07.02.2025 |
07.02.2025 |
(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 |
No.
of
Share Transfer Approval Committee Meetings attended |
No.
of
Nomination & Remuneration Committee Meetings attended |
No.
of Borrowing & Investment Committee Meetings attended |
No.
of Independent Directors '
Committee Meetings attended |
| 1 Mr. Arun Kumar
Jatia |
4 |
N.A. |
4 |
N.A. |
2 |
N.A. |
| 2 Mr. S. K. Bansal |
3 |
N.
A. |
4 |
N.A. |
2 |
N.A. |
| 3 Ms.Vrinda Jatia |
4 |
4 |
N.A |
N.A. |
N.A. |
N.A. |
| 4 Mr. Ajay Dedhia |
3 |
3 |
N.A. |
2 |
N.A. |
1 |
| 5 Mr. Amit Shah |
3 |
N.A. |
N.A. |
2 |
N.A. |
1 |
| 6 Mr. B. R.
Nadkarni |
4 |
4 |
N.A. |
2 |
N.A. |
1 |
SECRETARIAL AUDITOR:
Pursuant to provisions of Section 204 read with Section 134(3) of the
Companies Act, 2013, the Board has appointed M/s. Parikh & Associates, Practicing
Company Secretary, Mumbai to conduct Secretarial Audit of the Company for the financial
year 202425. The Secretarial Audit Report for the financial year 202425 is annexed hereto
as Annexure No. 2.
There are no observations, qualifications or adverse comments in the
Secretarial Audit Report. The Company has complied with the applicable Secretarial
Standards during the year issued by the Institute of Company Secretaries of India.
Further in compliance with Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the
Companies Act, 2013, the Board of Directors of the Company at its meeting held on 27th
May, 2025, have approved the appointment of M/s. Parikh & Associates, Practicing
Company Secretary, Mumbai as Secretarial Auditors of the Company for a term of five
consecutive years commencing from FY 202526 till FY 2029 30, subject to approval of the
shareholders at the ensuing 147th Annual General Meeting.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act, 2013 read with the
Rules prescribed therein, 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 the Companies Act, 2013 and rules made there under as approved by Shareholders vide
special resolution passed at 136th Annual General Meeting of the Company. The
brief summary 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) of the Companies (Accounts) Rules, 2014, the particulars of all contracts
and arrangements with Related Parties are provided in Form AOC2 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 held on 7th February, 2025 to evaluate the performance of the
NonIndependent Directors, wherein the evaluation of performance of the nonindependent
directors, including the Chairman and also of the Board as a whole was made, against
predefined and identified criteria.
The criteria for evaluation of the performance of the Independent
Directors, Chairman and the Board, was finalized by the Nomination and Remuneration
Committee. The said committee has carried out evaluation of the performance of every
director.
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 the Company's website on https://www.thacker.co.in/images/Policies/Criteria
SeniorManagementMemberonBoardof Directors.pdf.
FAMILIARISATION PROGRAMME:
The details of programs for familiarization of Independent Directors
with the Company is available on the Company's website on
https://www.thacker.co.in/images/Policies/familiarisation%20programme%
20for%20independent%20directors tcl.pdf.
REMUNERATION POLICY:
Pursuant to the provisions of Section 178 and other applicable
provisions of the Companies Act, 2013, the Nomination and Remuneration Committee has
determined, recommended and approved remuneration policy and recommended to the Board of
Directors. The said policy is provided as Annexure No. 6 and is also available on the
Company website on https://www.thacker.co.in/images/Policies/Revised%20
Remuneration%20Policy%20%2001.04.2024.pdf
RISK MANAGEMENT POLICY:
The Company does not have any Risk Management policy as the elements of
risk threatening the Company's existence are very minimal.
WHISTLE BLOWER MECHANISM:
The Company has a Whistle Blower Policy / Vigil Mechanism. The said
policy has been made keeping in view, the amendments in the Companies Act, 2013 and may be
referred to, at the Company's website on:
https://www.thacker.co.in/images/Policies/Vigil%20Mechanism Whistle%20Blower%20Policy%20
%20New.pdf
PARTICULARS OF EMPLOYEES:
Pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule
5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the
statement giving required details is given in the Annexure No. 7 to this Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
An Internal Complaints Committee ('Sexual Harassment Committee') has
been constituted, under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, to deal with the complaints, if any, from the
Company and other Companies in the Pudumjee Group.
During the year under review, there was no complaint of discrimination
and harassment (including Sexual Harassment) received by the Committee.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO:
In view of the nature of business activities, the information required
under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts)
Rules, 2014 is not applicable. The Company however uses information technology in its
operations.
During the year under review, there was no foreign exchange gain/(loss)
and foreign exchange outgo/expenditure was NIL.
MAINTENANCE OF COST RECORDS:
The Company is not required to maintain cost records as specified by
the Central Government under subsection (1) of section 148 of the Companies Act, 2013, and
accordingly 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 not mandatory for the Company and accordingly, the Corporate
Governance Report has not been annexed to the Directors' Report for Financial Year 202425.
SECRETARIAL STANDARDS OF ICSI:
The Company has complied with the applicable Secretarial Standards
during the year issued by the Institute of Company Secretaries of India.
ANNUAL RETURN:
Pursuant to the provisions of Companies Act, 2013, a copy of Annual
Return for the financial year 202324 is available on the website of the Company at
https://www.thacker.co.in/generalmeeting.php and a copy of Annual Return for the financial
year 202425 will be available on the website of the Company after submission of the same
to 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
unclaimed suspense account till March 31, 2025 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 01st
April , 2024 |
41 |
48972 |
| 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, 2025 |
41 |
48972 |
Voting rights on these 48,972 shares shall remain frozen till the
rightful owner of such shares claims the shares. Shareholders may get in touch with the
Company/RTA for any further information in this matter.
MANAGEMENT DISCUSSION AND ANALYSIS:
Segment wise financial performance is stated in the accompanying
accounts.
The Board and the Audit Committee of the Company periodically review
the internal control systems of the Company and the internal control systems are deemed
adequate.
The Company maintained good industrial relations with its employees.
The Company had 2 permanent employees on its payroll as on 31st March, 2025.
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 or Tribunals impacting the going concern status and Company's operations in future.
MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There is no material change and commitment, affecting the financial
position of the Company, which have occurred between the end of the financial year of the
Company to which the 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 have been followed along with proper explanation relating to material
departures;
b) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are 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 of the Company for that period;
c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the 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; and
e) The Directors have 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 have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
ACKNOWLEDGEMENTS:
Your Directors wish to express their appreciation of the continued
support and cooperation received from all the stakeholders and employees of the Company.
On behalf of the Board of Directors
Place : Mumbai Date : 27th May, 2025
A.K. Jatia Ajay Dedhia
Director Director
(DIN :01104256) (DIN:01026077)
ANNEXURE NO.1
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE ASSOCIATE AND JOINT
VENTURE COMPANIES
(Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014)
(All amounts in INR thousand unless otherwise stated)
| Name of the Company |
AMJ
Land Holdings Limited |
Pudumjee
Paper Products Limited |
| Nature of the Company
(Subsidiary, Associate, JV etc .) |
Associate |
Associate |
| Ownership interest
of the Company |
15.74% |
13.70% |
| Turnover |
8,50,347.00 |
83,00,000.00 |
| Profit/ (Loss)
after tax |
2,14,286.00 |
9,57,600.00 |
| Current Assets |
12,61,112.00 |
42,46,100.00 |
| Loans &
Borrowings |
|
89,200.00 |
| Current
Liabilities |
3,11,258.00 |
9,10,600.00 |
| Net Fixed Assets |
1,53,646.00 |
16,96,400.00 |
| NonCurrent Assets |
| (Investments) |
| Paid up Share
Capital |
82,000.00 |
95,000.00 |
| Reserves and
Surplus |
21,89,544.00 |
57,33,800.00 |
| Earnings ' per
Equity Share |
4.99 |
10.09 |
| Dividend ' per
Equity Share |
0.20 |
0.60 |
On behalf of the Board of Directors
A.K. Jatia Ajay Dedhia
Director Director
(DIN : 01104256) (DIN :01026077)
Place : Mumbai Date : 27th May, 2025
ANNEXURE NO. 2 FORM No. MR3
PARTICULARS OF LOANS GIVEN, GUARANTEES / INVESTMENTS MADE DURING
FINANCIAL YEAR 202425
(For acquisitions) |
Number
and kind of securities |
Nature
of
securities |
Cost
of acquisition, if any (in Rs per share/ unit) |
Selling
Price, per unit if any (in Rs per share/ unit) |
| ICD given (Loans) |
Biodegradable
Products India Limited |
2,30,00,000 |
9% |
NA |
NA |
NA |
NA |
| Investments made |
NIL |
NIL |
NIL |
NI
L |
NI
L |
NI
L |
NA |
| Loans made |
NIL |
NIL |
NIL |
NIL |
NIL |
NIL |
NIL |
| Guarantee given |
NI L |
NI L |
NI L |
NI L |
NI L |
NI L |
NI L |
investment made from open market through Stock Exchange at the
prevailing market price Average price
Place : Mumbai On behalf of the Board of Directors
Date : 27th May, 2025
A.K. Jatia Ajay Dedhia
Director Director
(DIN:01104256) (DIN :01026077)
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
(FORM AOC 2)
(Pursuant to clause (h) of Section 134(3) of the Companies Act 2013 and
Rule 8(2) of the
Companies (Accounts) Rules, 2014.)
1. DETAILS OF CONTRACTS/ ARRANGEMENTS OR TRANSACTIONS NOT AT ARMS
' LENGTH BASIS:
| Name (s) of the
related party & nature of relationship |
AMJ Land Holdings
Limited |
| Nature of
contracts/arrangements/transaction |
Leave and License
Agreement to avail a portion approximately 400 sq. mtrs., located at Ground Floor of the
Jatia Chambers, 60, Dr. V. B. Gandhi Marg, Mumbai 400001 for carrying on business. |
| Duration of the
contracts/arrangements/ transaction |
01st
April, 2025 to 31st March, 2028 |
| Salient terms of
the contracts or arrangements or transaction including the value, if any |
Rs. 40,000/ per month
plus applicable taxes |
| Justification for
entering into such contracts or arrangements or transactions |
The spare space
available with AMJ Land Holdings Limited is being utilized in mutual interest, for purpose
of carrying on business of the Company |
| Date of approval
by the Board |
27th
May, 2025 |
| Amount paid as
advances, if any |
NIL |
| Date on which the
special resolution was passed in General meeting as required under first proviso to
section 188 |
|
2. DETAILS OF MATERIAL CONTRACTS/ ARRANGEMENTS OR TRANSACTIONS AT ARMS
' LENGTH BASIS : NIL
On behalf of the Board of Directors A.K. Jatia Ajay Dedhia
Place
: Mumbai Director Director
Date : 27th May, 2025 (DIN : 01104256) (DIN : 01026077)
CRITERIA FOR SELECTION OF CANDIDATES FOR SENIOR MANAGEMENT AND MEMBERS
ON
THE BOARD OF DIRECTORS
Introduction:
In accordance with the provisions of Section 178 of the Companies Act,
2013, the Board of Directors of the Company at its meeting held on 6th
February, 2015 had adopted the criteria for identification, selection of the candidates
for senior management and Members of the Board of Directors of the Company. Pursuant to
various amendments in related laws, the said criteria is required to be amended.
The Board of Directors of Company have approved and adopted this
revised criteria on 28th March, 2019.
The Nomination and Remuneration Committee ('the Committee') of the
Board of Directors shall consider the criteria, as provided herewith, for selection of the
candidates fit for the various positions in senior management and who are qualified to be
appointed as Director on the Board of Directors of the Company.
Criteria for Selection of Directors:
•
The candidate should have
appropriate experience both in terms of quality and time in any of the areas viz. banking,
infrastructure, financial management, legal, sales, marketing, administration, research,
corporate governance, technical operations, or such other areas or disciplines which in
the opinion of the management and Committee are relevant for the Company's business;
•
The candidate should possess
the positive attributes such as leadership skills, decision making skills, integrity,
effective communication, hard work, commitment and such other attributes which in the
opinion of the Committee the candidate possess and are in the interest of the Company;
•
The candidate should be free
from any disqualifications as provided under Sections 164 and 167 of the Companies Act,
2013;
•
The candidate should meet the
conditions of being independent as stipulated under the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements), Regulations, 2015, in case of
appointment of an independent director;
•
The candidate should possess
appropriate skills, experience and knowledge in one or more fields of finance, law,
management, sales, marketing, administration, research, corporate governance, technical
operations, infrastructure, or such other areas or disciplines which are relevant for the
Company's business;
•
In case of appointment of
Director it should be also verified that said person was not debarred from holding the
office of Director pursuant to any SEBI order or any other such authority. (Pursuant to
SEBI notification, in this regard)
The term 'Senior Management' shall have the meaning provided under the
explanation to Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended with effect from 1st
April, 2019, as provided herewith
As per Section 178 of the Companies Act, 2013,
The expression ''senior management means personnel of the company who
are members of its core management team excluding Board of Directors comprising all
members of management one level below the executive directors, including the functional
heads.
As per SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended with effect from 1st April, 2019
senior management shall mean officers/personnel of the listed entity
who are members of its core management team excluding board of directors and normally this
shall comprise all members of management one level below the chief executive
officer/managing director/whole time director/manager (including chief executive
officer/manager, in case they are not part of the board) and shall specifically include
company secretary and chief financial officer.
The Committee shall, before making any recommendation to the Board for
appointment, consider the attributes of the candidate set forth below:
•
The candidate should have
appropriate experience both in terms of quality and time in any of the areas viz. banking,
infrastructure, financial management, legal, sales, marketing, administration, research,
corporate governance, technical operations, or such other areas or disciplines which in
the opinion of the management and Committee are relevant for the Company's business;
•
The candidate should possess
the positive attributes such as leadership skills, decision making skills, integrity,
effective communication, hard work, commitment and such other attributes which in the
opinion of the Committee the candidate possess and are in the interest of the Company.
If the Committee finds that the candidate meets the above criteria for
appointment as part of Senior Management or as a Director on the Board, as the case may
be, the Committee shall make its recommendation to the Board.
Remuneration Policy
The Company's remuneration policy is based on the success and
performance of the individual employee and the Company. Through its compensation policy,
the Company endeavours to attract, retain, develop and motivate a high performance
workforce. The Company follows a compensation mix or fixed pay, variable and fixed
allowances, benefits and bonuses etc. Individual performance pay is determined by business
performance and the performance of the individuals measured through the annual appraisal
process.
The Company pays remuneration by way of salary (fixed component),
benefits, perquisites and allowances (variable component) to its Managing Director(s) and
the Executive Director(s), if any.
Periodical increases, if any, are decided by the Nomination and
Remuneration Committee and Board, subject to the approval by the members and are effective
from April 1 each year. The Nomination and Remuneration Committee decides on the
commission, if any, payable to Executive Chairman, if any, out of profits for the
financial year and within the ceiling prescribed by the Companies Act, 2013 based on the
performance of the Company as well as that of the incumbent.
The Company will pay sitting fees of Rs. 5000 per meeting to its
directors for attending the meetings of the Board, subject to the ceiling prescribed by
the Companies Act, 2013 for attending the meetings of the Board on or after 01st
April, 2024.
INFORMATION AS PER SECTION 197 READ WITH COMPANIES (APPOINTMENT &
REMUNERATION) RULES, 2014 AND FORMING PART OF THE DIRECTORS' REPORT FOR THE YEAR ENDED ON
31st MARCH, 2025
| Sr.No. Particulars |
Remarks |
| 1 Ratio of the
remuneration of each director to the median remuneration of the employees of the Company
for FY20242025 |
Not applicable
Please refer note (a)(i) |
| 2 Percentage
increase in remuneration of each Director, CFO, CEO, CS or Manager, if any, in the
financial year. |
NIL |
| 3 Percentage increase
in median remuneration of employees in the financial year |
NIL |
| 4 Number of permanent
employees on the rolls of 31.03.2025 |
2 |
| 5 Average percentile
increase already made in the salaries of employees other than the Managerial personnel |
NIL |
| 6 Percentile
increase in the managerial remuneration |
NIL |
| 7 Exceptional
circumstances, if any, for increase in the managerial remuneration |
NIL |
Notes:
(a) During FY 202425 :
(i) No Director has drawn any remuneration other than sitting fees.
(ii) No employee has drawn remuneration equal to or more than Rs.8.50
Lacs per month or Rs. 102 Lacs per year.
(b) There was no increase in remuneration of any employee.
(c) Remuneration is as per remuneration policy of the Company
(d) For comparison of YoY increase/decrease of median remuneration,
employees who have been employed for less than twelve months in FY202425 are not
considered.
On behalf of the Board of Directors A.K. Jatia Ajay Dedhia
Place : Mumbai
To The Members of
THACKER AND COMPANY LIMITED