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Directors Report of Dugar Housing Developments Ltd.

Mar 31, 2014

Dear Members

The Directors have great pleasure in presenting the Twenty Second Annual Report on the business and operations of your company together with Audited Accounts of the Company for the year ended 31st March 2014 and the Auditors' report thereon.

FINANCIAL RESULTS

(Amount In Rs.)

Particulars Standalone

2013-14 2012-13

Other Income 11,53,910 5,45,000

Expenditure 10,33,495 3,33,999

Depreciation and amortization expenses 30,161 36,781

Profit/(Loss) before tax 1,20,415 2,11,001

Less: Provision for

Current Tax -- --

Deferred Tax -- --

Profit / (Loss) after Tax 1,20,415 2,11,001

BUSINESS OUTLOOK

Real estate sector is burdened with high costs because of which there is little possibility of reduction in home prices in most micromarkets. Construction cost has increased by 40% in two years, while government taxes and premiums have also gone up substantially. This eliminates any scope for reduced prices, despite the weak market. Banks' reluctance to lend to real estate companies has led to increased cost of borrowing, adding to the overall cost. In fact, these factors will also result in an increase in prices in improved market conditions. The housing industry will revive at a faster pace if a stable government is formed after the general elections in 2014.

The Confederation of Real Estate Developers' Associations of India (CREDAI) has identified demand from tier-II and tier-III cities as an impetus for better real estate solutions. With rapid land and infrastructure development in smaller cities and towns, assisted by bank loans, higher earnings and improved standards of living, housing and construction demand will increase here.

The recent move to introduce Reits, or Real Estate Investment Trusts, is a progressive one as well. Reits are a great instrument to tap cash flow into the Indian economy, and help smaller investors access income-generating real estate assets. It will help both developers and investors, through better financing and investment options. This will give the Indian real estate market more depth. Providing tax incentives to REITs for investment in housing, especially the affordable housing sector, will increase chances of its success.

FIXED DEPOSITS, LOANS & ADVANCES

Your Company has not accepted any deposits from the public, or its employees during the financial year. Being the company does not have any subsidiary company/s the disclosure in pursuant to Clause 32 of the Listing Agreement, with regard to loans /advances and investments in its own shares by the listed companies, their subsidiaries, associates etc is not required

SUBSIDIARIES / JOINT VENTURES

The company does not have any Subsidiaries and Joint Venture Company. Therefore the company is not required to present in its Annual Report, the consolidated financial statements of holding Company and all of its subsidiaries duly audited by its statutory auditors.

DIVIDEND:

Your Directors are not recommending dividend for the year ended 31st March 2014.

STATUTORYSTATEMENTS

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company does not carry on any manufacturing activity and accordingly the provision to furnish information as per Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, particulars relating to Conservation of energy, Research and Development and Technology Absorption is not applicable.

Foreign Exchange Earnings: Nil

Foreign Exchange Outgo : Nil

PARTICULARS OF EMPLOYEES

During the year under review there were no employees covered under section 217(2A) of the Companies Act, 1956. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

b) the selected accounting policies were 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 March 31,2014 and of the profit / loss of the Company for the year ended on that date.

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the annual accounts have been prepared on a going concern basis INTERNAL CONTROLS AND THEIR ADEQUACY:

The internal control systems are commensurate to the size of the operations of the Company. Whenever it is required, the systems and procedures are upgraded to suit the changing business needs.

STATEMENT PURSUANT TO LISTING AGREEMENT

The company's securities are listed with Bombay Stock Exchange Limited, Mumbai and Madras Stock Exchange Limited, Chennai and it has paid the respective annual listing fees up-to-date and there are no arrears.

REVOCATION OF SUSPENSION IN TRADING OF EQUITY SHARES

Your Directors happy to inform you that pursuant to the application made to the BSE Limited for the best interest of the Company and stakeholders after due compliance of the legal requirements BSE vide their Notice No. 20130826-10 dated August 26, 2013 informed the trading members and also to Company that the suspension in trading of equity shares of the Company will be revoked with effect from Friday, August 26, 2013and according your Company equity shares are listed with the BSE Limited.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company is managed by Mr.T.Padam Dugar, Whole Time Director, under strict supervision of the Board of Directors. The Board of Director of the Company consist of Mr.T.Padam Dugar, Mr.T.Ramesh Dugar, Mr.N.Tarachand Dugar, Mr.Deivasigamani Karunanidhi, Mr.Gouthamchand and Mr.Prakashchand Pramodh.

In compliance with the provisions of the Companies Act, 2013 in accordance with the Company's Articles of Association, Mr.N.Tarachand Dugar, retire at this Annual General Meeting and being eligible, offers themselves for re-appointment.

Mr.Gouthamchand, and Mr.Prakashchand Pramodh, were co-opted as an Additional Directors of the Company with effect from September 27, 2013, pursuant to the provisions of section 260 of the Companies Act, 1956. They holds office of the Director up to the date of ensuing Annual General Meeting. Your Directors recommends the resolution in relation to appointment of Mr.Prakashchand Pramodh and Mr.Prakashchand Pramodh as a Directors for the approval by the members of the Company.

The Company has also received the requisite disclosures/declarations from Mr.Deivasigamani Karunanidhi, Mr.Gouthamchand and Mr.Prakashchand Pramodh stating that they meet with the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013. In terms clause 49 of the Listing Agreement, their tenure of office of independent Director has not been specified, therefore they shall hold office as Independent Director such till the conclusion of the ensuing AGM. Therefore the Board of Director proposed to appoint Mr.Deivasigamani Karunanidhi, Mr.Gouthamchand and Mr.Prakashchand Pramodh as Independent Directors of the Company under the Companies Act, 2013 to hold office for 5 (Five) years.

In terms of section 149(1) of the Companies Act, 2013 and clause 49 of the Listing Agreement the Every Listed Company should have at least One Women Director in the Board. Further, in terms of section 203 of the Companies Act, 2013 and read Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company and every other public company having a paid-up share capital of ten crore rupees or more shall have whole-time key managerial personnel. Your Company is taking effective steps to make such appointments.

Profile of all these Directors under Clause 49 of the Listing Agreement with the Stock Exchanges in respect of Directors seeking appointment at the Annual General Meeting are provided in the Corporate Governance Report and in the Explanatory Statement to the Notice.

Further during the year Mr. Prasanth C Jain and Ms. R.Vijayalakshmi, were resigned due to personal reasons on September 27, 2013. Your Directors wishes to express their sincere appreciation for the valuable services rendered by the resigned Directors during their respective tenure as Director of the Company.

DISCLOSURES OF PARTICULARS OF CONSTITUTING "GROUP" PURSUANT TO REGULATION 3(1)(E) OF THE SEBI(SUBSTANTIAL ACQUISITION OF SHARES & TAKEOVERS) REGULATIONS, 1997.

Pursuant to an information from the promoters, the name of the promoters and entities comprising group as defined under Monopolies and Restrictive Trade Practice (MRTP) Act, 1969, are as under for the purpose of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997.

N.Tarachand Dugar T.Padam Dugar T.Ramesh Dugar Dugar Ins India Pvt Ltd

Dugar Housing Ltd Goodworth Properties Lazer Housingl Pushpa Dugar Private Limited

P.Annjana Dugar Shruthi Dugar Sachi Jain Jayshree Jain

R.Sonali Dugar - - -

COMPLIANCE CERTIFICATE

As per the Provisions to sub section (1) of Section 383A of Companies Act, 1956 Every Company having a paid up Share Capital of Rs.10 lakhs or more But less than Rs.5 Crores is required to file with the Registrar of Companies a Compliance Certificate from a Company Secretaries in Practice, and the said Certificate required to be attached with the Board's Report.

Members are hereby informed that, M/s.Rabi Narayan & Associates, Company Secretaries, Chennai, is our Company Secretary to issue Compliance Certificate and Compliance Certificate issued by them are enclosed herewith are forming part of this report.

AUDITORS

M/s.Krishnakumar & Associates, Chartered Accountants, (Registration No. FRN 006853S), Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from all of them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

AUDITORS' REPORT

The Auditors' Report to the members on the Accounts of the Company for the financial year ended March 31,2014 does not contain any qualification.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALYSIS

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Company's Auditors confirming compliance and a Report of Management Discussion and Analysis is also annexed separately and forms part of this Report. The Whole Time Director and Chief Financial Officer of the Company have issued necessary certificate to the Board in terms of Clause 49(V) of Listing Agreement for the financial year ended March 31,2014.

GREEN INITIATIVES

Electronic copies of the Annual Report 2014 and Notice of the 33rd AGM are sent to all members whose email addresses are registered with the company /Depository Participant(s).For members who have not registered their email addresses, physical copies of the Annual Report 2014 and the Notice of the 33rd AGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act 2013 and Rule 20 of the Companies (Management and Administration) Rules 2014.The instructions for e-Voting is provided in the Notice.

ACKNOWLEDGEMENT

The Directors take this opportunity to thank our Bankers, ICICI Bank Ltd, Egmore Branch, Chennai 600008, State Government, other statutory bodies for their unstinted and consistent support to the Company. Your Directors place on the record their appreciation of the dedicated service of the employees of the Company at all levels for the growth of the company.

For and on behalf of the Board of Directors of For DUGAR HOUSING DEVELOPMENTS LIMITED

N.Tarachand Dugar T.Padam Dugar Director Whole Time Director

Chennai Dated 22nd day of August 2014


Mar 31, 2013

The Directors have great pleasure in presenting the Twenty First Annual Report on the business and operations of your company together with Audited Accounts of the Company for the year ended 31st March 2013 and the Auditors'' report thereon.

BUSINESS OUTLOOK

The management is cautious that the economy and the business sentiments are weak and is focused on optimization of costs and resources. Increasing offers are becoming available for joint venture developments with relatively small investments in land to take up large projects and this is seen as a credible opportunity for expanding business volume. The company continues to focus its development opportunity for the moment within the city of Chennai and its suburbs and will examine the feasibility of profitabl eventures to be taken in other cities in the city of Tamil nadugoing forward.

FINANCIAL RESULTS

(Amount In Rs.) Particulars Standalone 2012-13 2011-12

Other Income 5,45,000 9,75,762

Expenditure 3,33,999 6,03,160

Depreciation and amortization expenses 36,781 36,781

Profit/(Loss) before tax 2,11,001 3,72,602

Less: Provision for Current Tax Deferred Tax

Profit /(Loss) after Tax 2,11,001 13,72,602

BUSINESS OUTLOOK

The management is cautious that the economy and the business sentiments are weak and is focused on optimization of costs and resources. Increasing offers are becoming available for joint venture developments with relatively small investments in land to take up large projects and this is seen as a credible opportunity for expanding business volume. The company continues to focus its development opportunity for the moment within the city of Chennai and its suburbs and will examine the feasibility of profit ableventures to betaken in other citiesIn the cityof Tamilnadug oing forward.

SUBSIDIARIES/JOINTVENTURES

There are no Subsidiaries and Joint Venture Company

DIVIDEND:

Your Directors are no trecommending dividend for the year ended 31st March 2013

FIXED DEPOSITS

Your Company has not accepted any public deposits from the public or its employees during the year under review and as such, balance sheet.

STATUTORYSTATEMENTS

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

DUGARHOUSINGDEVELOPMENTSLIMITED

doesnotcarryonanymanu facturingactivityandaccordinglytheprovision to furnish information as per Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, particulars relating to Conservation of energy, Research and DevelopmentandTechnologyAbsorptionisnotapplicable.

Foreign Exchange Earnings: Nil

Foreign Exchange Outgo : Nil

PARTICULARS OF EMPLOYEES

During the year under review the rewerenoemployee scovere dunder section 217(2A)of the Companies Act,1956.

DIRECTORS''RESPONSIBILITYSTATEMENT

Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement yourDirectorstothebestoftheirknowledgeandbeliefconfirmthat:

(i) in the preparation of the annual accounts for the year 2012-13, the applicable Accounting Standards have been followed and there are no material departure;

(ii) they have selected such accountingpoliciesandapplied them consistently and madejudgmentsandestimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial yearand of the profit/lossof the Companyforthatperiod;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

(iv) they have prepared the annual accounts on a going concern basis.

INTERNALCONTROLSANDTHEIRADEQUACY:

The internal control systems are commensurate to the size of the operations of the Company. Whenever it is required, thesystemsandproceduresareupgradedtosuitthechangingbusinessneeds.

STATEMENTPURSUANTTOLISTINGAGREEMENT

The company''s securities are listed with Bombay Stock Exchange Limited, Mumbai and Madras Stock Exchange Limited, Chennai and it has paid the respective annual listing fees up-to-date and there are no arrears.

CORPORATEGOVERNANCEREPORTANDMANAGEMENTDISCUSSIONANDANALYSIS

A detailed report on Corporate Governance as updated with the particulars of this Financial year, as per the directions from SEBI is annexed to this report (Annexure ATogether with Reportof the AuditorsonthecompliancewiththesaidCodeanda ReportofManagementDiscussionandAnalysisisalso annexed separately.

REVOCATION OF SUSPENSION IN TRADING OF EQUITY SHARES

Your Directors happy to inform you that pursuant to the application made to the Bombay Stock Exchange Limited (BSE) for the best interest of the Company and stakeholders after due compliance of the legal requirements BSE vide their notice NO.DCS/COMP/CL47C/MIS/RP/105/511634/2013 dated 28.05.2013 informed the trading members and also to Company thatthe suspension in trading of equity shares of the Company will be revoked

DIRECTORATE

The Company is managed by Mr.T.Padam Dugar, Whole Time Director, under strict supervision of the Board of Directors. In compliance with the provisions of the Companies Act, 1956 in accordance with the Company''s Articles of Association, Mr.T.Ramesh Dugar, Mr.D.Karunanishi and Mrs.R.Vijayalakshmi, retire at this Annual General Meeting and being eligible, offers themselvesforre-appointment.

Mr.T.Padam Dugar is the Whole-time Director of the Company. His tenure of expires on September 30,2013. The Board of Directors (based on the recommendation of the Remuneration Committee) at its meeting held on 30th July, 2013 have approved the re-appointment of Mr.T.Padam Dugaras the Whole-time Directorfor a period offive (05) years with effectfrom 01st October, 2013. The Board recommends the resolution as set out in item No.6 of the notice convening annual general meetingforapprovaloftheshareholdersasanOrdinaryResolution.

Brief resume of the Directors, seeking re-appointment, nature of their expertise as stipulated under clause 49 of the listing agreement with the Bombay Stock Exchange Limited, is appended to the notice convening the Annual General Meeting.

DISCLOSURES OF PARTICULARS OF CONSTITUTING "GROUP" PURSUANT TO REGULATION 3(1)(E) OF THE SEBI(SUBSTANTIALACQUISITIONOFSHARES&TAKEOVERS)REGULATIONS,1997.

Pursuant to an information from the promoters, the name of the promoters and entities comprising group as defined under Monopolies and Restrictive Trade Practice (MRTP) Act, 1969, are as under for the purpose of the SEBI (Substantial Acquisition of Shares takeovers) Regulations, 1997.

COMPLIANCE CERTIFICATE

As per the Provisions to sub section (1) of Section 383Aof Companies Act, 1956 Every Company having a paid up Share Capital of Rs.10 lakhs or more But less than Rs.5 Crores is required to file with the Registrar of Companies a Compliance Certificate from a Company Secretaries in Practice, and the said Certificate required to be attached with the Board''s Report.

Members are hereby informed that, M/s.Rabi Narayan & Associates, Company Secretaries, Chennai, is our Company Secretary to issue Compliance Certificate and Compliance Certificate issued by them are enclosed herewith are forming partofthisreport.

AUDITORS

There,CharteredAccountantshaveexpressedtheirwillingnesstocontinue in office, if appointed. They have furnished to the Company a certificate of their eligibility for appointment as auditors, pursuanttosection 224 (1B) of the CompaniesAct, 1956.

The Audit committee and the Board of Directors recommend the re-appointment of M/s.Krishnakumar & Associates., Chartered Accountantsas Auditors for afurtherperiodo fone year and to fixt heirr emuneration.

The Auditors Report to the Membersdoesnotcontainanyqua lificationoradverse remarks.

The Directors take this opportunity to thank our Bankers, ICICI Bank Ltd, Egmore Branch, Chennai 600008, State Government, other statutory bodies for their unstinted and consistent support to the Company. Your Directors place on the record their appreciation of the dedicated service of the employees of the Company at all levels for the growth of the company.

For and on behalf of the Board of Directors of

For DUGAR HOUSING DEVELOPMENTS LIMITED

N.Tarachand Dugar T.Padam Dugar

Director Whole Time Director

Place: Chennai

Date : 21.05.2013


Mar 31, 2012

The Directors have great pleasure in presenting the 20th Annual Report along with the Audited Accounts for the year ended 31 st March 2012.

FINANCIAL HIGHLIGHTS

The Company has restructured its business operations and constructions.

A. SUMMARY OF FINANCIAL RESULTS

Rs.in Lakhs Year Ended Year Ended 31.03.2012 31.03.2011

Profit /(Loss (Before Depreciation and Tax) 4.10 3.82

Less Depreciation 037 0.43

Profit /(Loss)

Before Tax 3.73 03.39

Less : Direct Taxes Paid 0.00 0.00

Net Profit/(Loss) 3.73 3.39

Balance Brought Forward -295.07 -295.07

Amount available for appropriation

APPROPRIATION Proposed Dividend

Dividend Tax -

Transfer to General

Reserve -

Balance Carried to

Balance Sheet -291.34 -295.07

BUSINESS PERFORMANCE

The overall turnover of the company for the period under review was Rs.9.76 Lakhs. As required under corporate governance, the management discussion and analysis report reflects Company has several plans to improve the turnover and profitability.

DIVIDEND

No Dividend is being recommended for the year ended 31.03.2012.

DIRECTORS

Sri., Prashant C Jain, Director retires by rotation and being eligible, offers himself for re-appointment.

AUDITORS

M/s Krishnakumar & Associates - Chartered Accountants, Chennai, retiring Auditors being eligible for reappointment are proposed to be reappointed to hold office up to the conclusion of the next Annual General Meeting.

PUBLIC DEPOSIT

The Directors hereby report that the company has not accepted any deposit during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report forms part of the Director's statement and is included as an annexure to this report.

PARTICULARS OF EMPLOYEES

No employees were covered under the purview of section 217 (2A) of the Companies Act 1956 read with Companies particulars of Employee's Rule, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Disclosure of particulars with respect to provisions of Section 217 (1 ) (e) of the Companies Act ,1956 and also required by the Companies (Disclosure Particulars in the Report of Board of Directors) Rules 1988 for the year ended 31st March 2012 do not apply to the company.

Disclosure u/s 217 (1)(e)

COMPLIANCE CERTIFICATE

Certificate from practicing company secretary as required under section 383A of the Act is annexed to this report.

Annexure-A

DIRECTORS RESPONSIBLY STATEMENT

As per the Companies (Amendment) Act 2000, the Directors have to give their responsibility statement, which is as follows.

(a) That in the preparation of annual accounts, the applicable accounting standards had been flowed along with proper explanation relating to material departures.

(b) That the Directors had 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 loss of the Company.

(c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act to safeguarding the assets of the Company and for preventing and detecting other frauds and irregularities.

(d) That the Directors prepared the annual accounts on a going concern basis.

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH COMPANY'S CODE OF CONDUCT

This is to confirm that the Company has adopted a Code of Conduct for its employees including the Managing Director. In addition, the Company has adopted the Code of Conduct for its Non-Executive Directors. The Code of Conduct copies can be availed from Company.

I confirm that the Company has in respect of the financial year ended 31st March 2012 received from the Management Personnel of the Company and the Members of the Board a declaration of compliance with the code of conduct as applicable to them.

Discussion on financial performance with respect to operational performance - Please refer to director's report

ACKNOWLEDGEMENTS

The Company is grateful for the cooperation and assistance extended by the government and also wish to place on record their thanks and appreciation to the Employees for their hard work and dedication.

By order of the Board

Chennai T. Padam Dugar

31.07.2012 Whole Time Director

 
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