DIRECTORS' REPORT
To,
The Members,
THAKKERS DEVELOPERS LTD
37/39, Kantol Niwas,
Modi Street, Fort,
Mumbai 400 001
The Board of Directors hereby submits the report of the business and operations of your
Company along with the audited financial statements, for the financial year ended March
31,2024.
The consolidated performance of the Company and its subsidiaries has been referred to
wherever required.
The Company was incorporated on 30th day of March, 1987 & become a First
Company from North-Maharashtra to become Public Limited in 1992. Thakkers Developers Ltd
was listed on BSE on 14th December, 1994. Being one of the leading construction
and real estate enterprises of Nashik, Thakker's has been one of the most reliable name in
the city. The Group has its Registered Office in Mumbai & corporate offices in Nashik,
Maharashtra.
a. FINANCIAL STATEMENT:
|
(Rupees in Lakhs) |
|
Standalone |
Consolidated |
Particulars |
Year Ended 31.03.2024 |
Year Ended 31.03.2023 |
Year Ended 31.03.2024 |
Year Ended 31.03.2023 |
Income |
1779.21 |
5668.19 |
3211.95 |
5911.00 |
Profit / (Loss) Before Tax (PBT) |
(357.32) |
2003.95 |
(176.15) |
1969.17 |
Provision of Taxation |
0 |
(315.00) |
(21.84) |
(360.05) |
Taxes for Earlier Years (Net) |
84.27 |
(12.35) |
83.87 |
(10.74) |
Deferred Tax |
19.27 |
16.32 |
19.27 |
16.32 |
Mat Credit Entitlement |
- |
- |
- |
- |
Profit After Tax (PAT) |
(253.77) |
1692.92 |
(94.84) |
1614.70 |
Add/(Less) Prior Period Adjustment |
- |
- |
- |
- |
Add/(Less) Other Comprehensive Income |
25.31 |
(27.84) |
25.31 |
(27.84) |
Add/(Less) |
0 |
7.24 |
0 |
7.24 |
Profit / (Loss) After Tax (PAT) |
(228.47) |
1672.32 |
(69.54) |
1594.10 |
Add: Balance of Profit brought forward |
12555.78 |
10883.46 |
13168.57 |
11574.47 |
Balance available for appropriation |
12327.31 |
12555.78 |
13099.03 |
13168.57 |
Appropriations |
- |
- |
- |
- |
Balance Carried to Balance Sheet |
12327.31 |
12555.78 |
13099.03 |
13168.57 |
The Standalone Gross Revenue from operations for F.Y. 2024 was Rs.1,779.21 Lakh.
(Previous Year: Rs.5,668.19 Lakh). The Operating Profit stood at Rs.766.21 Lakh as against
Rs.1,765.41 Lakh in the Previous Year. The Net Loss after tax for the year stood at
Rs.228.47 Lakh against profit of Rs.1,672.32 Lakh reported in the Previous Year.
The Consolidated Gross Revenue from operations for F.Y.2024 was Rs.3,211.95
Lakh.(Previous Year: Rs.5,911.00 Lakh). The Consolidated Operating Profit stood at
Rs.1,148.04 Lakh (Previous Year: Rs.1,944.49 Lakh). The Consolidated Profit after tax
stood at Rs.(69.54) Lakh (Previous Year: Rs.1,594.10 Lakh).
As mandated by the Ministry of Corporate Affairs, the financial statements for the year
ended on March 31, 2024 has been prepared in accordance with the Indian Accounting
Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (hereinafter
referred to as "The Act") read with the Companies (Accounts) Rules, 2014 as
amended from time to time. The estimates and judgements relating to the Financial
Statements are made on a prudent basis, so as to reflect in a true and fair manner, the
form and substance of transactions and reasonably present the Company's state of affairs,
profits and cash flows for the year ended March 31, 2024. The Notes to the Financial
Statements adequately cover the standalone and consolidated Audited Statements and form an
integral part of this Report.
There are no material changes or commitments affecting the financial position of the
Company which have occurred between the end of the financial year and the date of this
Report.
b. OPERATIONS AND PROSPECTS:
The Company continues to be engaged in the activities pertaining to Construction &
Real Estate.
There was no change in nature of the business of the Company, during the year under
review.
c. DIVIDEND:
Board does not recommend any dividend for the year 2023-24.
As per SEBI (Listing Obligations and Disclosure Requirements), Regulation, 2015,
Company formulate the Dividend Distribution Policy. Accordingly, the policy was adopted to
set out the parameters that would be taken on account by the Board. The policy is
available on website of the Company www.thakkersdevelopers.com.
d. UNPAID DIVIDEND & IEPF:
The Company has not transferred any amount to the Investor Education & Protection
Fund (IEPF) as Company had not declared any dividend in past 7 years and no amount is
lying in Unpaid Dividend A/c of the Company for that respective year.
e. TRANSFER TO RESERVES:
Company has transfer to General Reserve amount of Rs. (253.77) Lakhs.
f. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
Thakkers Developers Ltd have the total five subsidiary Companies. There were no change
during the year, the Board of Directors reviewed the affairs of the subsidiaries.
The Consolidated Financial Statements of the Company are prepared in accordance with
relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of
India and forms an integral part of this Report.
Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts)
Rules, 2014, a statement containing salient features of the financial statements of
Subsidiaries is given in Form AOC-1 which forms an integral part of this Report.
In accordance with Section 136 of the Companies Act, 2013, the audited financial
statements, including the consolidated financial statements and related information of the
Company and accounts of each subsidiaries are available of the website of the Company i.e.
www.thakkersdevelopers.com.
g. DEPOSITS:
The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act 2013 ("the Act") read with the
Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the
requirement for furnishing of details relating to deposits covered under Chapter V of the
Act or the details of deposits which are not in compliance with the Chapter V of the Act
is not applicable.
h. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
During the Financial Year 2023-24, your Company has entered into transactions with
related parties as defined under Section 2(76) of the Companies (Specification of
Definition Details) Rule, 2014 which were in the Ordinary Course of business and on arm's
length basis and in accordance with the provisions of the Companies Act, 2013, Rules
issued thereunder and Regulation 23 of the SEBI (LODR) Regulations, 2015. Thus a
disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not
required. Further, there are no material related party transactions during the year under
review with the Promoters, Directors or Key Managerial Personnel.
All Related Party T ransactions are placed before the Audit Committee as also before
the Board for approval. Omnibus approval was obtained on a yearly basis for transactions
which were of repetitive nature.
The policy on Related Party T ransactions as approved by the Board of Directors has
been uploaded on the website of the Company viz. www.thakkersdevelopers.com.
i. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The particulars as required under the provisions of Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy, technology absorption, foreign exchange earnings and outgo etc.
are furnished in Annexure I which forms part of this Report.
j. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to Regulation 17 to 27, clause (b) to (i) of Regulation 46 and Para C, D &
E of Schedule V of SEBI (Listing Obligations and Disclosures Requirements), 2015, the
corporate governance report together with Auditor certificate on compliance of the same is
annexed hereto and marked as Annexure II And Management Discussion and Analysis
report as Annexure III
k. ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of
the Annual Return for the financial year ended 31st March, 2024 as referred in Section
92(3) in MGT-7 format on the below mentioned web-address:- www.thakkersdevelopers.com.
l. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:
During the Financial Year 2023-24, the Company has not provided any loan or has not
given any guarantee and also not made any investment.
m. DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013:
Except as disclosed elsewhere in this report, no material changes and commitments which
could affect the Company's financial position, have occurred between the end of the
financial year of the Company and date of this report.
n. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. During the year under review, no material or
serious observation has been received from the Statutory Auditors of the Company for
inefficiency or inadequacy of such controls.
1. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
In compliance with the provisions of Section 149,152, Schedule IV and other applicable
provisions of the Companies Act, 2013 read with the Companies (Appointment and
Qualification of Directors), Rules, 2014
Mr. Chandrakant H. Thakker, Mr. Jaman H. Thakker, Mr. Gaurav J. Deshmukh & Mr.
Manish V. Lonari are the Independent Directors on the Board of the Company.
Mr. Jitendra Manohardas Thakker & Mr. Narendra Manohardas Thakker Directors seeking
for their reappointment. The brief resume the Director under Regulation 36 of the SEBI
(LODR) 2015 with respect to the Director seeking re-appointment are as follows :
Details of Director seeking for reappointment
Sr' Particulars No. |
Details |
Details |
1 Name |
Jitendra Manohardas Thakker |
Narendra Manohardas Thakker |
2 DIN |
00082860 |
00083224 |
3 Date of Birth |
31/01/1957 |
14/01/1962 |
4 Date of Original Appointment |
21/09/2004 |
21/09/2004 |
5 Date of Reappointment |
04/09/2010 , 22/09/2013 & 20/08/2016 30/09/2022 |
26/09/2009 , 12/09/2012, 26/08/2015 , 25/09/2018 30/09/2022 |
6 Expertise in area |
Real Estate & Construction |
Real Estate & Construction |
Directorship in other Public Ltd 7 Co. |
1 |
1 |
8 Membership of Committee |
1 |
2 |
9 No. of Shares held in the Co. |
1,11,748 |
87, 368 |
10 Percentage of Holdings |
1.24 |
0.97 |
Details of Director seeking for reappointment |
Sr' Particulars No. |
Details |
Details |
1 Name |
Gaurav Jayant Deshmukh |
Manish Vilas Lonari |
2 DIN |
05295078 |
06957844 |
3 Date of Birth |
03.02.1981 |
23.09.1973 |
4 Date of Original Appointment |
06.08.2014 |
06.08.2014 |
5 Date of Reappointment |
30.09.2024 |
30.09.2024 |
6 Expertise in area |
Construction Management, Project Planning, Interior Designing |
Bachelor in Laws |
Directorship in other Public Ltd 7 Co. |
|
- |
8 Membership of Committee |
1 |
1 |
9 No. of Shares held in the Co. |
- |
- |
10 Percentage of Holdings |
- |
- |
Your Directors recommend his re-appointment.
b. DECLARATIONS BY INDEPENDENT DIRECTORS:
The Company has received the following declarations from all the Independent Directors
confirming that:
They meet the criteria of independence as prescribed under the provisions of the
Act, read with the Schedules and Rules issued thereunder, as well as of Regulation 16 of
the Listing Regulations.
In terms of Rule 6(3) of the Companies (Appointment and Qualification of
Directors) Rules, 2014, they have registered themselves with the Independent Director's
database maintained by the Indian Institute of Corporate Affairs, Manesar.
In terms of Regulation 25(8) of the Listing Regulations, they are not aware of
any circumstance or situation, which exist or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties.
In terms of Regulation 25(9) of the Listing Regulations, the Board of Directors
has ensured the veracity of the disclosures made under Regulation 25(8) of the Listing
Regulations by the Independent Directors of the Company.
None of the Directors of the Company are disqualified for being appointed as
Directors as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the
Companies (Appointment and Qualification of Directors) Rules, 2014.
2. DISCLOSIRES REALTEED TO BOARD, COMMIITTEES AND POLICIES:
a. BOARD MEETINGS:
Your Board has met Seven times during the Financial Year 2023-24. The details of the
number of Board meetings of your Company are set out in the Corporate Governance Report
which forms part of this Report.
The details the meetings of the Board and its Committees held during the year under
review are stated in the Corporate Governance Report Annexure II
The Company has complied with the applicable Secretarial Standards in respect of all
the above Board meetings.
b. AUDIT COMMITTEE:
The Audit Committee of Directors was constituted pursuant to the provisions of Section
177 of the Companies Act, 2013 are as follows:
Manish V. Lonari |
Chairman |
Jaman H. Thakker |
Member |
Rajendra M. Thakker |
Member |
For details of the Audit committee meetings held for the financial year 2023-24 and
powers & role of the Audit Committee are included in the Corporate Governance Report Annexure
II.
During the year under review, all the recommendations made by the Audit Committee were
accepted by the Board.
c. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination & Remuneration Committee of Directors was constituted pursuant to
the provisions of Section 178 of the Companies Act, 2013 are as follows:
Gaurav J. Deshmukh |
Chairman |
Chandrakant H. Thakker |
Member |
Jaman H. Thakker |
Member |
For details of the Nomination & Remuneration committee meetings held for the
financial year 2023-24 and powers & role of the Nomination & Remuneration
Committee are included in the Corporate Governance Report Annexure II.
In terms of the applicable provisions of the act, read with the rules framed thereunder
and the SEBI Regulations, the Board has placed a policy for appointment, removal and
remuneration of Directors, Key Managerial Personnel and Senior Managerial personnel and
also on Board diversity, succession planning and Evaluation of Directors. The remuneration
paid to Directors, KMP of the company are as per the terms laid down under NRC Policy of
the company.
The salient features of the Remuneration Policy and changes therein are attached as Annexure
II and the Remuneration Policy is available on Company's website and can be accessed
in the link provided herein below: www.thakkersdevelopers.com.
d. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of Directors was constituted pursuant to the
provisions of Section 178 of the Companies Act, 2013 are as follows:
Jaman H. Thakker |
Chairman |
Narendra M. Thakker |
Member |
Rajendra M. Thakker |
Member |
For details of the meetings held for the financial year 2023-24, please refer to the
Corporate Governance Report, which forms part of this report in Annexure II.
e. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The Corporate Social Responsibility Committee of Directors was constituted pursuant to
the provisions of Section 135 of the Companies Act, 2013 are as follows:
Chandrakant H. Thakker |
Chairman |
Narendra M. Thakker |
Member |
Jitendra M. Thakker |
Member |
For details of the meetings held for the financial year 2023-24, please refer to the
Corporate Governance Report, which forms part of this report in Annexure II.
f. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:
The Board of Directors of the Company has, pursuant to the provisions of Section 177(9)
of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees
of the Company to provide a mechanism which ensures adequate safeguards to employees and
Directors from any victimization on raising of concerns of any violations of legal or
regulatory requirements, incorrect or misrepresentation of any, financial statements and
reports, etc.
The employees of the Company have the right/option to report their concern/grievance to
the Chairman of the Board of Directors.
The Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations.
g. RISK MANAGEMENT POLICY:
The Board of Directors of the Company has designed Risk Management Policy and
Guidelines to avoid events, situations or circumstances which may lead to negative
consequences on the Company's businesses, and define a structured approach to manage
uncertainty and to make use of these in their decision making pertaining to all business
divisions and corporate functions. Key business risks and their mitigation are considered
in the annual/ strategic business plans and in periodic management reviews.
Risk management is an integral part of business practice of the Company. The framework
of risk management concentrates on formalising a system to deal with the most relevant
risks, building on existing management practices, knowledge and structures. The Company
has developed and implemented a comprehensive risk management system to ensure that risks
to the continued existence of the Company as a going concern and to its growth are
identified and remedied on a timely basis. While defining and developing the formalised
risk management system, leading standards and practices have been considered. The risk
management system is relevant to business reality, pragmatic and simple and involves the
following:
i) Risk identification and definition - Focuses on identifying relevant risks, creating
: updating clear definitions to ensure undisputed understanding along with details of the
underlying root causes contributing factors.
ii) Risk classification - Focuses on understanding the various impacts of risks and the
level of influence on its root causes. This involves identifying various processes,
generating the root causes and a clear understanding of risk inter-relationships.
iii) Risk assessment and prioritisation - Focuses on determining risk priority and risk
ownership for critical risks. This involves assessment of the various impacts taking into
consideration risk appetite and the existing mitigation controls.
iv) Risk mitigation - Focuses on addressing critical risks to restrict their impact(s)
to an acceptable level (within the defined risk appetite). This involves a clear
definition of actions, responsibilities and milestones.
v) Risk reporting and monitoring - Focuses on providing to the Audit Committee and
Board periodic information on risk profile evolution and mitigation plans.
h. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:
The Board has carried out an annual performance evaluation of its own performance, and
of the directors individually, as well as the evaluation of all the committees i.e. Audit,
Nomination and Remuneration, Stakeholders Relationship, Committee of Directors.
The Board adopted a formal evaluation mechanism for evaluating its performance and as
well as that of its Committees and individual directors, including the Chairman of the
Board the exercise was carried out by feedback survey from each directors covering Board
functioning such as composition of Board and its Committees, experience and competencies,
governance issues etc. The separate exercise was carried out to evaluate the performance
of individual directors including the Chairman of the Board who were evaluated on
parameters such as attendance, contribution at the meeting etc.
3. AUDITORS AND REPORTS
The matters related to Auditors and their Reports are as under:
a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31st MARCH
2024:
The observations / qualifications / disclaimers made by the Statutory Auditors in their
report for the financial year ended 31st March, 2024 read with the explanatory notes
therein are self-explanatory and therefore, do not call for any further explanation or
comments from the Board under Section 134(3) of the Companies Act, 2013.
b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH, 2024
Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates
to obtain Secretarial Audit Report from Practicing Company Secretary. CS Ashok Surana, had
been appointed to issue Secretarial Audit Report for the financial year 2023-24
The Secretarial Audit Report issued by CS Ashok Surana, Practising Company Secretaries
in Form MR-3 for the financial year 2023-24 forms part to this report. The said
report does not contain any observation or qualification requiring explanation or comments
from the Board under Section 134(3) of the Companies Act, 2013.
c. INTERNAL AUDITOR:
M/s. S.S. Dhoot & Company, Chartered Accountants is the Internal Auditor of the
company& the reports are reviewed by Audit Committee time to time.
d. STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014, M/s Karwa Malani Kalantri & Associates (Firm
Registration No. 136867W), Chartered Accountants, appointed as the Statutory auditors of
the Company by the Board. Board recommends to regularize & appoint them for further
period of Five years till the conclusion of AGM to be held in the F.Y. 2026-27.
Their appointment was subject to ratification by the Members at every subsequent AGM
held after the AGM held on September 30, 2022. Pursuant to the amendments made to Section
139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 effective from May
7, 2018, the requirement of seeking ratification of the Members for the appointment of the
Statutory Auditors has been withdrawn from the Statute. Hence the resolution seeking
ratification of the Members for continuance of their appointment at this AGM is not being
sought.
The Company has received written consent and certificate of eligibility in accordance
with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and
Rules issued thereunder (including any statutory modification(s) or re-enactment(s) for
the time being in force), from M/s Karwa Malani Kalantri & Associates, Chartered
Accountants. Further, they have confirmed that they hold a valid certificate issued by the
Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required
under the Listing Regulations.
e. MAINTENANCE OF COST RECORDS:
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company
is not required to maintain Cost Records under said Rules.
f. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12):
There were no incidences of reporting of frauds by Statutory Auditors of the Company
under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.
4. DIVIDEND DISTRIBUTION POLICY:
As per SEBI (Listing Obligations and Disclosure Requirements), Regulation, 2015,
Company formulate the Dividend Distribution Policy. Accordingly, the policy was adopted to
set out the parameters that would be taken on account by the Board. The policy is
available on website of the Company www.thakkersdevelopers.com.
5. OTHER DISCLOSURES:
Other disclosures as per provisions of Section 134 of the Act read with Companies
(Accounts) Rules, 2014 are furnished as under:
a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No orders have been passed by any Regulator or Court or Tribunal which can have impact
on the going concern status and the Company's operations in future.
b. DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited
financial statements of the Company for the year ended 31st March, 2024, the Board of
Directors hereby confirms that:
i. in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
ii. such accounting policies have been selected and applied consistently and the
Directors 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 as at 31st March, 2024 and of
the profit/loss of the Company for that year;
iii. proper and sufficient care was taken for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
iv. the annual accounts of the Company have been prepared on a going concern basis.
v. the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
vi. proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively;
c. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:
The Company has complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act,
2013 the company has received Complaints which are enunciated below:
Sr. No. |
Number of Complaints received |
Date of receipt of Complaints |
NA |
NA |
NA |
d. DISCLOSURE UNDER SECTION 43(aHii) OF THE COMPANIES ACT, 2013:
The Company has not issued any shares with differential rights and hence no information
as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.
e. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:
The Company has not issued any sweat equity shares during the year under review and
hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)
of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
f. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:
The Company has not issued equity shares under Employees Stock Option Scheme during the
year under review and hence no information as per provisions of Section 62(1) (b) of the
Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished.
g. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:
During the year under review, there were no instances of non-exercising of voting
rights in respect of shares purchased directly by employees under a scheme pursuant to
Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)
Rules, 2014 is furnished.
h. BOARD EVALUATION
Pursuant to the provisions of the Act and the Listing Regulations, a structured
questionnaire was prepared after taking into consideration the various aspects of the
Board's functioning, composition of the Board and its Committees, culture, execution and
performance of specific duties, obligations and governance.
The performance evaluation of the Directors was completed during the year under review.
The performance evaluation of the Chairman and the Non-Independent Directors was carried
out by the Independent Directors and Non-Executive Director. The Board of Directors
expressed their satisfaction with the evaluation process.
i. CAUTIONARY STATEMENT
Statements in this Directors' Report and Management Discussion and Analysis describing
the Company's objectives, projections, estimates, expectations or predictions may be
"forward-looking statements" within the meaning of applicable securities laws
and regulations. Actual results could differ materially from those expressed or implied.
Important factors that could make difference to the Company's operations include Company's
principal markets, changes in Government regulations, Tax regimes, economic developments
within India and other ancillary factors.
j. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES
OF THE COMPANY FOR THE FINANCIAL YEAR
The information required pursuant to Section 197 read with Rule 5(1)(i) of the
Companies (Appointment and Remuneration) Rules,2014 in respect of ratio of remuneration of
each director to the median remuneration of the employees of the Company for the Financial
Year, will be made available for inspection at its registered office of the Company during
the working hours for a period of twenty one days before the date of annual general
meeting of the company pursuant to Section 136 of the Companies Act,2013 and members, if
any interested in obtaining the details thereof, shall made specific request to the
Company Secretary and Compliance officer of the Company in this regard.
k. HUMAN RESOURCES & INDUSTRIAL RELATIONS
The Company takes pride in the commitment, competence and dedication of its employees
in all areas of the business. The Company has a structured induction process at all
management development programs to upgrade skills of employees. Objective appraisal
systems based on key result areas (KRAs) are in place for senior management staff.
Thakkers believes in the potential of people to go beyond and be the game-changing force
for business transformation and success. This potential is harnessed by fostering an open
and inclusive work culture that enables breakthrough performance and comprehensive
development of employees through the three pillars of Leading Self, Leading Teams and
Leading Business.
l. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safe
operations. The Company's policy requires conduct of operations in such a manner so as to
ensure safety of all concerned, compliances of environmental regulations and preservation
of natural resources.
m. SEXUAL HARASSMENT
As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal)
Act, 2013, the Company has formulated and implemented a policy on prevention of sexual
harassment at the workplace with a mechanism of lodging complaints. Besides, redressal is
placed on the intranet for the benefit of employees. During the year under review, no
complaints were reported to the Board.
n. INVESTOR RELATIONS
Your Company always endeavors to keep the time of response to shareholders
request/grievance at the minimum. Priority is accorded to address all the issues raised by
the shareholders and provide them a satisfactory reply at the earliest possible time.
o. DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016 :
No application was filed for corporate insolvency resolution process, by a financial or
operational creditor or by the company itself under the IBC before the NCLT.
p. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING
LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT :
There was no instance of onetime settlement with any Bank or Financial Institution.
6. ACKNOWLEDGEMENTS AND APPRECIATIONS:
Your Directors wish to place on record their appreciation, for the contribution made by
the employees at all levels but for whose hard work, and support, your Company's
achievements would not have been possible. Your Directors wish to thank its customers,
dealers, agents, suppliers, investors and bankers for their continued support and faith
reposed in the Company.
The Directors are also happy to place on record their thanks to various departments of
Government of Maharashtra and Municipal Authorities like Nashik Municipal Corporation,
Maharashtra State Electricity Distribution Co. Ltd., Maharashtra State Road Transport
Corporation for their valuable co-operation.
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For and on behalf of the Board of Directors |
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Sd/- |
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Jitendra Manohardas Thakker |
Place : Nashik |
Chairman |
Date: 14/08/2024 |
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