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Directors Report of Thacker & Company Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the 137th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2015.

FINANCIAL RESULTS

2014-15 (in Rs,) 2013-2014 (in Rs,)

The gross profit before Interest and Depreciation 54,00,713 86,60,838

Lees:

i) Finance cost 43,20,337 35,53,334

ii) Depreciation 1,56,610 1,00,638

The net profit/loss) 9,23,766 50,06,866

Add:

The balance of Profit brought forward from last year 4,07,38,287 3,65,75,926

Total : 4,16,62,053 4,15,82,792

Less:

Provision for Current Taxation - 8,50,000

Provision/(Saving) for Deferred Taxation/(Saving) 17,447 (5,495)

Income Tax of earlier years

Transfer to General Reserve - -

Total:

Balance proposed to be carried forward to next year's accounts 4,16,44,606 4,07,38,287

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 Accounting Standards AS 21 and AS 23 forms part of this Annual Report.

OPERATIONS:

The total revenue of the Company for the FY2014-15 is Rs. 3,41,27,190 as against X 4,07,38,287/- in the previous year. The Management continues to concentrate its efforts to increase the revenue of the Company by identifying new opportunities.

The 'Cake smith', which is a division of the Company, was conceived with the idea of providing bakers with high quality equipment through an e-commerce platform and is actively pursuing growth prospects.

The wholly owned subsidiary of the Company, Fujisan Technologies Limited has been carrying on its activities successfully.

DIVIDEND

With a view to conserve financial resources, the Directors do not recommend any dividend on equity shares for the year ended on 31" March 2015.

As at 31st March 2015, the Company has one Subsidiary namely Fujisan Technologies Limited.

PERFORMANCE AND FINANCIAL POSITION OF EACH OFTHE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, the information on the performance and financial position of each of the subsidiaries, associates, joint venture Companies, etc. as included in consolidated financial statement is provided in Annexure 1 to this report.

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. V.K.Beswal (Chairman), Ms. Vrinda Jatia and Mr. Vidhan Mitral, the Directors of the Company. Mr. V.K.Beswal and Mr. Vidhan Mittal are Independent Directors. The terms of reference of the Audit Committee has been revised pursuant to the provisions of Companies Act, 2013 and the recommendations made by the Audit Committee on various matters have been accepted by the Board.

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.

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 Mittal & Associates, Chartered Accountants, have been appointed as Statutory Auditors of the Company at the 136th Annual General Meeting for a period of three years upto the conclusion of 139th Annual General Meeting and their appointment is subject to ratification of shareholders at every Annual general meeting. M/s Mittal & Associates have given their consent to act as the Auditors of the Company. The Shareholders will be required to ratify their appointment and fix their remuneration.

The Company has received a certificate from M/s. Mittal & Associates, to the effect that their appointment would be within the prescribed limits under Section 141 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014 and that they are not disqualified for re-appointment.

There is no qualification in the Statutory Auditor's Report as annexed elsewhere in this Annual Report. 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 withtotal 6 Directors out of 3 are Non-Executive Independent Directors and the remaining are Non-Executive 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. Ms. Vrinda Jatia, Director, retires by rotation and being eligible, offers herself for re-appointment.

During the year under review, Mr. Padam Kumar Poddar ceased to be a Director with effect from IS"1 August, 2014 and Ms. Vasudha Jatia tendered her resignation from the Board, with effect from 9!h March, 2015. The Board places on record its appreciation for the valuable services rendered by them during their respective tenure(s).

The approval of the Members for the re-appointment of the Director is being sought at the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under the applicable provisions of the Companies Act, 2013.

Mr. Nikhil Date was appointed as Company Secretary of the Company with effect from 1st October, 2014. He however, resigned with effect from 16"1 April, 2015.

BOARD MEETINGS HELD DURING THE YEAR:

During the year, five Board Meetings were held on the following dates: 30-04-2014, 29-05-2014, 05-08-2014, 14-11-2014, 06-02-2015

SECRETARIAL AUDITOR

The provisions of Section 204 read with Section 134(3) of the Companies Act, 2013 mandates Secretarial Audit of the Company to be done from the financial year commencing on or after 1st April 2014, by a Company Secretary in Practice. The Board in its meeting held on 6th February, 2015 has appointed M/s Parikh & Associates, Practicing Company Secretary (Certificate of Practice No. 1228) as the Secretarial Auditor for the financial year ending 31s1 March 2015.

The Secretariat Auditors' Report for the financial year 2014-15 is annexed hereto and marked as Annexure No. 2.

The observations made by the Secretarial Auditor pertain to non-filing of forms within the prescribed time. The Company is taking steps to submit the forms as per the Rules.

Taking into account, the comparatively small. scale :of business, the Company was unable to recruit a suitable Internal Auditor and other Key Managerial Personnel like Managing Director/Chief Executive Officer/Manager/ Whole-time director and Chief Financial Officer; in FY2014-15. However, the Board has complied with the said matters in FY2015-16.

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 loans, guarantees or 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 1361h 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

The Audit Committee reviews all related party transactions quarterly. Pursuant to Section 134(3), 188(1) of the Companies Act 2013 read with Rule 8(2): of the Companies (Accounts) Rules, 2014 the particulars of contracts/ arrangements entered into by the company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 in Form AOC -2 are provided as Annexure No. 4.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

As required under Companies Act 2013- a meeting of the Independent Directors was held to evaluate the performance of the Non-independent Directors, wherein the evaluation of performance of the non-independent directors, including the Chairman and also of the Board as a whole was made, against pre-defined 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 said criteria is available at the Company's website i.e. www.thacker.co.in and is provided as Annexure No. 5.

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 may be referred to, at the Company's website at www.thacker.co.in and is provided as Annexure No. 6.

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 of the amendments in the Companies Act, 2013 and may be referred to, at the Company's official website www.thacker.co .in.

PARTICULARS OF EMPLOYEES:

Pursuant to Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014,.the statement giving required details is given in the Annexure No. 7 to this Report.

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.

Details of employee remuneration as required under: provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office of the Company during working hours before 21 days of the Annual General Meeting and shall be made available to any shareholder on request. Such, details are also available on the Company's website www.thacker.co. in.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE {PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

There were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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 foreign currency earnings of Rs.14,494'- and expenditure of Rs. 7,33,880/-

REPORT ON CORPORATE GOVERNANCE

Pursuant to SEBI Circular no. CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014, the compliance with the provisions of Clause 49 is not mandatory for the Company and accordingly, the Corporate Governance Report has not been annexed to the Directors' Report for FY2014-15.

EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return of the Company in Form MGT-9 is annexed herewith as Annexure No. 8 to this Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the year ending on 31st March, 2015 and the date of this report to which the financial statements relate.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

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 ail applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS:

Your Directors wish to express their appreciation of the continued support and co-operation received from the all the stakeholders and employees of the Company.

On behalf of the Board of Directors,

Place : Mumbai Arun K. Jatta Vinod K. Beswal Date : 3rd August, 2015 Director Director


Mar 31, 2013

To The Members,

The Directors have pleasure in submitting their one hundred thirty fifth Annual Report together with the audited statement of accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

2012-2013 Previous Year (r In ‘000) (r In ‘000)

Gross Profit/(Loss) before interest and depreciation 3,890.98 (912.16)

Adjusting there from interest of 4,627.12 5,752.64

And Depreciation of 119.22 133.96

The net profit/(loss) comes to (855.36) (6,798.76)

The balance of profit brought forward from last year of 37,395.98 44,197.50

Total: 36,540.62 37,398.74

Adjusting against this amount the following namely:

Provision for Taxation of (1,183.84) 0.00

Provision for deferred tax expense/(saving) of 3.49 2.76

Income tax of earlier years of 1,215.66 0.00

Total: 35.31 2.76

There remains a balance of 36,575.93 37,395.98

Which the Directors propose to carry forward to next year''s accounts. Director''s Responsibility Statement The Directors confirm that;

i) In preparation of the annual accounts, the applicable accounting standards have been followed and there have not been any material departure;

ii) We 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 31st March 2013 and of the loss of the company for that period.

iii) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv) We have prepared the annual accounts on a going concern basis. Operations

As the company could not affect sale/export of products during the year the total revenue has decreased to r 14,168.18 Thousands as against r 99,157.11 Thousands in the previous year. The management continues to concentrate its efforts to increase the revenue of the company by identifying the sales opportunities. The wholly owned subsidiary of the company, namely Fujisan Technologies Ltd. has been carrying out its activities successfully.

Dividend In view of loss in the current year, the boards of directors do not recommend any dividend on equity shares for the year ended 31st March 2013.

Directors Mr. A. K. Jatia and Mr. B. K. Khaitan, Directors of the company retire by rotation, and being eligible, offer themselves for re-appointment.

Auditors Members are requested to appoint Auditors to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting, and to fix their remuneration.

M/s. Mittal & Associates, Chartered Accountants, Mumbai have confirmed that the appointment, if made, will be with in accordance with the limits prescribed under section 224 (1B) of the companies Act, 1956.

Auditor''s Report The Notes to the Accounts as referred to by the Auditors in their Report are self-explanatory.

Fixed Deposits

During the year the Company has neither invited nor accepted any "Deposit” from the public.

Statement of Particulars of Employees

During the year under review no employees has drawn remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended to date.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The Company being an investment and trading company the provisions of Section 217(1) (e) read with the provisions of Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 do not apply to the Company.

There is no foreign technology involved.

There has been no Foreign exchange inflow and outflow during the year under review.

Report on Corporate Governance:

The Report on Corporate Governance, in accordance with the guidelines of Securities & Exchange Board of India and Clause 49 of the Listing Agreement with the Stock Exchange is attached and marked Annexure "A”.

For and on behalf of the Board of Directors

A. K. Jatia

Director Vandana Jatia Director

Place: Mumbai

Dated: 29th May, 2013

Registered Office:

Bhogilal Hargovindas Bldg.,

Mezzanine Floor, 18/20,

K. Dubash Marg, Mumbai-400001.


Mar 31, 2010

The Directors have pleasure in submitting their one hundred and thirty second Annual Report together with the audited accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

2009-2010 Previous Year

Rs. In Lacs Rs. In Lacs

Gross profit before interest and depreciation 184.41 151.66

Adjusting therefrom interest of 51.37 43.98

And Depreciation of 0.72 0.73

The net profit comes to 132.32 106.95

The balance of profit brought forward from last year of 297.94 216.81

The total comes to 430.26 323.76

Adjusting against this amount the following namely:

Provision for Taxation of 26.96 26.50

Provision for deferred tax expense/(saving) of 0.23 (0.68)

Income tax of earlier years of 6.74 --

Totalling to 33.93 25.82

There remains a balance of 396.33 297.94

Which the Directors propose to carry forward to next years accounts.

Consolidated Financial Statements

As required by Listing Agreement with the stock exchange, the Consolidated Financial Statements pre- pared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Ac- countants of India are attached.

Directors Responsibility Statement

The Directors confirm that;

i) In preparation of the annual accounts, the applicable accounting standards have been followed and there have not been any material departure;

ii) We 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 31" march 2010 and of the profit of the company for that period.

iii) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

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

Operations

During the year under review the company showed a profit of Rs. 132.32 lacs as against Rs. 106.95 lacs in the previous year. The directors are hopeful for further improvement in the profits in the next year. The wholly owned subsidiary of the company, namely Fujisan Technologies ltd. has been carrying out its activities successfully.

Dividend

In order to strengthen the financial resources of the company, your Directors do not recommend any dividend on equity shares for the year ended 31st March 2010.

Directors

Mr. S.K. Bansal and Mrs. Vandana Jatia, Director of the company retire by rotation, and being eligible, offer themselves for re-appointment.

Auditors

Members are requested to appoint Auditors to hold office from the conclusion of this Annual General meeting until the conclusion of the next Annual General meeting, and to fix their remuneration. M/s. Mittal & Associates, Chartered Accountants, Mumbai have confirmed that the appointment, if made, will be with in accordance with the limits prescribed under section 224 (1B) of the companies Act, 1956.

Auditors Report

The Notes to the Accounts as referred to by the Auditors in their Report are self-explanatory.

Audit Committee of Directors

The Audit Committee comprises of Mr. A. K. Jatia (Chairman), Mr. S. K. Bansal and Mrs. Vandana Jatia. The Committee has powers similar to those stated in the listing agreements and shall exercise most of the functions stated there under.

Fixed Deposits

The Company has not accepted any "Deposit" from the public during the year under review.

Statement of Particulars of Employees

During the year under review no employees has drawn remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules , 1975, as amended to date.

Since no manufacturing activity was carried out the information pursuant to the provisions of Section 217(1)(e) of the Companies Act, 1956 is not applicable.

Listing

The Equity Shares of the Company are listed on the Bombay Stock Exchange Ltd., Mumbai, and the necessary listing fees for the year 2010-11 has already been paid to the Stock Exchange.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The Company being basically an investment and trading company the provisions of Section 217(1)(e) read with the provisions of Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 do not apply to the Company.

There is no foreign technology involved.

There are earnings of Rs. 12.82 lacs of foreign exchange during the year under review.

For and on behalf of the Board of Directors

Arun Kumar Jatia

Director

Vandana Jatia

Director

Place : Mumbai

Dated : May 25, 2010

Registered Office:

Bhogilal Hargovindas Bldg.,

Mezzanine Floor,

18/20, K. Dubash Marg,

Mumbai -400 001.



 
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