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Directors Report of Thakker's Developers Ltd.

Mar 31, 2016

The Directors hereby present their Twenty-Ninth Annual Report on the business operations of the Company along with the audited statement of account for the year ended 31st March, 2016.

1. FINANCIAL RESULTS

(Rs. In Lacs)

Standalone Year Ended Year Ended 31.03.2016 31.03.2015

Consolidated Year Ended Year Ended 31.03.2016 31.03.2015

Income

3026.96

4676.06

3245.96

5112.57

Profit before Tax (PBT)

361.87

1131.54

361.25

1481.60

Provision for taxation

135.00

400.00

135.00

525.00

Taxes for Earlier Years (Net)

(34.31)

0

(31.98)

0.01

Deferred Tax

25.80

21.31

25.80

21.31

Profit after Tax (PAT)

235.38

710.23

232.44

935.27

Add/(Less) Prior Period Adjustment

(7.08)

0

(7.08)

0

228.30

710.23

225.36

935.27

Add: Balance of Profit brought forward

4348.00

3637.77

4576.88

3641.61

Balance available for appropriation

4576.30

4348.00

4802.24

4576.88

Appropriations

Balance Carried to Balance Sheet

4576.30

4348.00

4802.24

4576.88

2. DIVIDEND AND GENERAL RESERVE

Your Board do not recommend any dividend for the year. Your company has transferred to General Reserve amount of Rs 228.30 Lakh.

3. OPERATIONS AND PROSPECTS

The year under review your Company achieved total Income of Rs.3026.96 Lacs. (Previous Year Rs.4676.06 Lacs). During the year your Company has sold of constructed flat /shops admeasuring about 18267.88 Sq. Ft. worth Rs.876.39 Lacs (Previous Year 53810.75 Sq.ft. worth Rs.1888.10 Lacs). In addition to above, the Company sold plots, lands etc. worth Rs.1894.18 Lacs (Previous Year Rs. 2887.05 Lacs). Profit after-tax was at Rs. 228.30 lacs (Previous Year Rs.710.23 Lacs).

4. SHARE CAPITAL

During the year there was no increase in the Authorized and paid up capital.

5. INSURANCE

Your company has insured all assets of the company.

6. DEPOSITS

\t>ur Company has not accepted deposits within the meaning of Section 73 and 76 of the Companies Act.2013 and the companies (Acceptance of Deposits) Rules,2014. The question of non compliance of the relevant provisions of the law relating to acceptance of deposit does not arise.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the Financial Year 2015-2016, The Company has not provided any loan or has not given any guarantee but made an investment which is enclosed under Note 27 sub Note 17 of the Balance Sheet.

8. MERGER AND AMALAGAMETION

No merger and amalgamation took place during the financial year.

9. MATERIAL CHANGES

No material changes occurred during the year.

10. INTERNAL CONTROL SYSTEM

The company has an Internal control system, commensurate with the size, scale and complexity of its operations, The scope and authority of internal Audit function is defined in the Internal Audit manual. To maintain its objectivity and independence, the internal audit function reports to the Chairman of the Audit committee of the Board and to the Chairman.

11. CORPORATE SOCIAL RESPONSIBILITY

According to section 135 of the Companies Act, 2013, the company in the Financial Year 2015-2016 has spent Rs.14,46,354/- towards expenses on corporate social responsibility. Average net profit of the company for last three financial years is Rs.7,33,76,198/-and the prescribed CSR expenditure i.e. two percent of average 3 years profit is Rs.14,67,524/- for the year.

12. CONSERVATION OF ENERGY TECHNOLOGYABSORPTION,

In view of the nature of activities which are being carried out by the Company, Rules 2Aand 2Bof the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, concerning conservation of energy and technology absorption respectively, are not applicable to the Company.

13. FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and outgo during the year under review.

14. DIRECTORS

Mr. Jitendra M.Thakker and Mr. Rajendra M.Thakker, Directors of your Company will retire at the ensuing Annual General Meeting and notices in writing signifying the intention to offer their candidature as Director of the company has been received.

Details of Director seeking for reappointment

Sr. No.

Particulars

1

2

1.

Name

Jitendra Manohardas Thakker

Rajendra Manohardas Thakker

2.

DIN

00082860

00083181

3.

Date of Birth

31/01/1957

10/08/1958

4.

Date of Appointment

21/09/2004

21/09/2004

5.

Expertise in area

Real Estate & Construction

Real Estate & Construction

6.

Directorship in other public Ltd.Co.

NIL

NIL

7.

Membership of Committee

1

2

8.

No. of Shares held in the co.

95600

122620

Resolution for the purpose is proposed to be passed at the ensuingAnnual General Meeting. The company has received declaration from the independent Director of the company confirming that they meet with the criteria of independence as prescribed both under sub section (6) of section 149 of the Companies Act,2013 and according to the SEBI (LODR) regulations 2015.

15. AUDITORS AND AUDITORS'' REPORT Statutory Auditor

Your Company’s Auditors, M/s. Goviikar&Associates, Chartered Accountants, Nashikwiii retire at the ensuing Annual General Meeting and are eligible for reappointment. The members will be required to appoint Auditors for the current year and fix their remuneration. As required under the Provision of Section 141(3)(g)of the Companies Act, the company has received written certificate from the Auditors, to the effect that their re-appointment, if made would be in conformity with the limits specified in the said section.

Pursuant to section 139 read with section 145 of the Companies Act, 2013, M/s Govilkar & Associates has audited the accounts of the Company and has made an audit report which is annexed and stated as independent auditor’s report in the Balance Sheet.

Internal Auditor

M/s. Devendra Madane &Associates, Firm Registration No. 130324W, Address - FC-7 & 10,Thakker Buzz''r, Nashik has been appointed as Internal Auditor of the company.

16. SECRETARIALAUDIT AND REPORT

Pursuant to section 204 of the Companies Act, 2013, Mr.Ashok Surana, was appointed to conduct the secretarial audit and a secretarial audit report has been prepared and enclosed herewith.

17. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

c) The directors have taken proper and sufficient care 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.

d) The directors have prepared the annual accounts on a going concern basis.

e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

18. RELATED PARTYTRANSACTION

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. The disclosure relating to related party transactions has been disclosed as per Note 27(8) in the Balance Sheet. As referred to in sub-section (1) of section 188 of the Companies Act, 2013

19. SUBSIDIARY AND ASSOCIATE CONCERNS

As on 31st March, 2016 there are four subsidiary companies and eight partnership firm acting as a subsidiary / associates of the company. The salient features of the financial statements of the subsidiaries as required under section 129 (3) of the Companies Act 2013 are furnished in formAOC-1 as Annexure-V forming part of this Report.

20. VIGIL MECHANISMS

Your Company believes in promoting fair, transparent, ethical and professional work environment. The Board of Di rectors of the Company Pursuant the Provisions of Section 177 of the Companies Act 2013 and SEBI (LODR) Regulations 2015, has framed "Whistle Blower Policy", for Directors and employees of the Company for reporting the genuine Concerns or grievances or cases of actual or suspected fraud or violations of the Company''s code of conduct and ethics Policy, The whistle Blower Policy of the Company is available on the Company''s Website.

21. PARTICULARS OF EMPLOYEES

As required under the provisions of Companies Act,2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules,2014, there are no employee falling under the above category, thus no information is required to be given in the report.

22. CORPORATE GOVERNANCEAND MANAGEMENT DISCUSSION ANDANALYSIS REPORT

Corporate Governance and Management Discussion and analysis report as required pursuant to SEBI (LODR) Regulations, 2015, is enclosed herewith.

23. AUDIT COMMITTEE

Details pertaining to composition of Audit Committee are included in the report on Corporate Governance. All the recommendations made by Audit committee wre accepted by Board.

24. 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.

25. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANACIAL 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 hous 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.

26. EXTRACT OF ANNUAL RETURN

As per the requirement of the provisions of the Companies Act, 2013, the extract of Annual Return in form MGT-9 is annexed herewith forming a part of the report.

27. BUSINESS RISK MANAGEMENT

Your Company recognizes that the risk is an integrate part of business and is Committed to managing the risks in proactive and efficient manner. Your company periodically assesses the risks, in the market environment and incorporates risk management plans in its strategy, business and operation plans.

Your company, through its risk management process strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.

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

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year under review, there was no case filed pursuant to the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal)Act,2013.

29. NUMBER OF BOARD MEETINGS HELD DURING THE YEAR

The board has met Eight times in the current financial year

30. PERFORMANCE EVALUATION

The Board has carried out evaluation of its own performance. the directors individually and evaluation of working of the committees of the Board during the financial year 2015-16. The structured evaluation process contained various aspects of the functioning of the Board and its committees, number of committees and their roles. Frequency of meeting, level of participation, and independence of judgment, performance of duties and obligations and implementation of good corporate governance practices.

The Board expressed its satisfaction of the performance of all the directors, Board and its committees which reflected the overall engagement of the directors, the Board and its committees with the Company.

31. ACKNOWLEDGEMENT

The Directors acknowledge with pleasure the valued co-operation and continued support extended to the Company by its Bankers ICICI Bank Ltd.,Punjab National Bank .Godavari Urban Co-op. Bank Ltd. and The Saraswat Co-op Bank Ltd. 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.

For and on behalf of the Board of Directors.

PLACE : NASHIK

JITENDRA M. THAKKER

DATE : 18/07/2016 CHAIRMAN


Mar 31, 2013

TO THE MEMBERS,

The Directors hereby present their Twenty-Sixth Annual Report on the business operations of the Company along with the audited statement of account for the year ended 31 st March, 2013.

1. FINANCIAL RESULTS

(Rs. In Lacs) Year Ended Year Ended 31.03.2013 31.03.2012

Income 4475.46 4581.84

Profit before Tax (PBT) 1109 50 1825.62

Provision for taxation 366.00 640.00

Taxes for Earlier Years (Net) 9.51 0

Deferred Tax 3.81 2.66

Profit after Tax (PAT) 730.19 1182.96

Add/(Less) Prior Period Adjustment 0 0

730.19 1182.96

Add:Balance of Profit brought forward 2293.15 1246.18

Balanceavailableforappropriation 3023.34 2429.14

Appropriations

Proposed Dividend 126.00 117.00

Corporate Dividend Tax 20.44 18.98

Balance Carried to Balance Sheet 2876.90 2293.16

Dividend (%) 14.00 13.00

2. DIVIDEND

Your Board recommend Dividend of Re. 1.40/- per share (14% on face value of Rs.10/-). The total Dividend payout will be Rs. 146.44 Lacs including Dividend Tax (Previous Year 13%).

3. OPERATIONS AND PROSPECTS

The year under review your Company achieved total Income of Rs.4475.46 Lacs. (Previous Year Rs.4581.84 Lacs). During the year your Company has sold of constructed flat /shops admeasuring about 9561242 Sq.Ft. worth Rs.2107.88 Lacs (Previous Year 89,904.67 Sq.ft. worth Rs.2357.79 Lacs). In addition to above, the Company sold plots, lands etc. worth Rs. 1830.66 Lacs (Previous Year Rs. 1682.54 Lacs). Profit after tax was at Rs.730.19 lacs (Previous Year Rs.1182.96 Lacs). As per Guidance Note on Accounting for real estate transactions issued by ICAI (Revised 2012) the construction sales was affected therefore total income is Lower than previous years.

4. DIRECTORS

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of your Company, Mr. Jitendra M.Thakkerand Mr. Rajendra M.Thakker, Directors of your Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Your directors subject to approval of the members in the General Meeting propose to re-appoint the above mentioned Directors. Resolution for the purpose is proposed to be passed at the ensuing Annual General Meeting. During theyear Independant Director Mr. Sudhakar Vinayak Joshi passed away on 10th November, 2012.

5. AUDITORS

Your Company''s Auditors, M/s. Govilkar & Associates, Chartered Accountants, Nashik will retire at the ensuing Annual General Meeting and are eligible for reappointment. The members will be required to appoint Auditors for the current year and fix their remuneration. As required under the Provision of Section 224 of the Companies Act, the company has received written certificate from the Auditors, to the effect that their re-appointment, if made would be in confirmity with the limits specified in the said section.

6. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgements 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 the period;

iii) The Directors have taken proper and sufficient care 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;

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

7. PERSONNEL

The Directors wish to place on record their sincere appreciation of the contribution made by the employees of the company at all levels. None of the employee was in receipt of remuneration in excess of Rs.2,00,000/- pm. if employed for part of the year or at Rs.24,00,000/-p.a.

8. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Corporate Governance and Management Discussion and analysis report as required under clause 49 of the listing agreement is enclosed herewith.

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

In view of the nature of activities which are being carried out by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, concerning conservation of energy and technology absorption respectively, are not applicable to the Company.

There were no foreign exchange earnings and outgo during the year under review.

10. AUDITORS''REPORT

Notes to the accounts, as referred in the Auditors Report, are self-explanatory and therefore do not call for any further comments and explanations.

11. ACKNOWLEDGEMENT

The Directors acknowledge with pleasure the valued co-operation and continued support extended to the Company by its Bankers ICICI Bank Ltd., IDBI Bank Ltd., The Janalaxmi Co-op. Bank Ltd., Godavari Urban Co-op. Bank Ltd. and The Saraswat Co-op Bank Ltd. 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 Board, Maharashtra State Road Transport Corporation for their valuable co-operation.



For and on behalf of the Board of Directors.

PLACE : NASHIK JITENDRA M. THAKKER

DATE : 30/05/2013 CHAIRMAN


Mar 31, 2012

The Directors hereby present their Twenty-Fifth Annual Report on the business operations of the Company along with the audited statement of account for the year ended 31st March, 2012.

1. FINANCIAL RESULTS

(Rs. In Lacs)

Year Ended Year Ended

31.03.2012 31.03.2011

Income 4581.84 4565.32

Profit before Tax (PBT) 1825.62 1669.35

Provision for taxation 640.00 594.00

Taxes for Earlier Years (Net) 0 14.08

Deferred Tax 2.66 (1.42)

Profit after-tax (PAT) 1182.96 1062.69

Add/(Less) Prior Period Adjustment 0 24.18

1182.96 1086.87

Add: Balance of Profit brought forward 1246.18 285.25

Balance available for appropriation 2429.14 1372.12 Appropriations

Proposed Dividend 117.00 108.00

Corporate Dividend Tax 18.98 17.94

Balance Carried to Balance Sheet 2293.16 1246.18

Dividend (%) 13.00 12.00

2. DIVIDEND

Your Board recommends Dividend of Re. 1.30/- per share (13% on face value of Rs. 10/-). The total Dividend payout will be Rs. 1 35.98 Lacs including Dividend Tax.

3. OPERATIONS AND PROSPECTS

In the year under review your Company achieved total Income of Rs.4581.84 Lacs. (Previous Year Rs.4565.32 Lacs). During the year your Company has sold of constructed flat/shops admeasuring about 89,904.67 Sq.Ft. worth Rs.2357.79 Lacs (Previous Year 59,665.17 Sq.ft. worth Rs. 1 524.81 Lacs). In addition to above, the Company sold plots, lands etc. worth Rs. 1 682 .54 Lacs (Previous Year Rs. 2449.04 Lacs). Profit after-tax was at Rs. 1182.96 lacs (Previous Year Rs. 1062.69 Lacs).

4. DIRECTORS

In accordance with the provisions of Section 256 ofthe Companies Act, 1956 and the Articles of Association of your Company, Mr. Narendra M.Thakker and Mr. Chandrakant H.Thakker, Directors of your Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Your directors subject to approval of the members in the General Meeting propose to re-appoint the above mentioned Directors. Resolution forthe purpose is proposed to be passed at the ensuing Annual General Meeting.

Mr. Sudhakar V. Joshi and Mr. Nishant R. Thakker were appointed as additional Director by the Board effective 01/01/2012. In terms of section 260 and Article 120(a) of the Articles of Association of the company Mr. Sudhakar V. Joshi and Mr. Nishant R. Thakker holds office until the forthcoming Annual General Meeting. Notice in writing under section 257(1) ofthe companies Act, 1 956 have received from members signifying their intention to propose Mr. Sudhakar V. Joshi and Mr. Nishant R. Thakker for election to the office of Director.

The above re-appointments of Mr. Sudhakar V. Joshi and Mr. Nishant R. Thakker are subject to the approval of shareholders at theforthcoming Annual General Meeting.

5. AUDITORS

Your Company's Auditors, M/s. Govilkar& Associates, Chartered Accountants, Nashik will retire at the ensuing Annual General Meeting and are eligible for reappointment. The members will be required to appoint Auditors for the current year and fix their remuneration. As required under the Provision of Section 224 of the Companies Act, the company has received written certificate from the above Auditors, to the effect that their re-appointment, if made would be in conformity with the limits

specified in the said section.

6. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of section 217 of the Companies Act, 1956,the Board of Directors of the Company hereby state and confirm that:

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) 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 yearend of the profit of the company for the period;

iii) The Directors have taken proper and sufficient care 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;

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

7. PERSONNEL

The Directors wish to place on record their sincere appreciation of the contribution made by the employees of the company at all levels. None ofthe employee was in receipt of remuneration in excess of Rs.2,00,000/-pm. if employed for part of the year or Rs.24,00,000/- p.a.

8. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Corporate Governance and Management Discussion and analysis report as required under clause 49 of the listing agreement is enclosed herewith.

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

In view of the nature of activities which are being carried out by the Company, Rules 2Aand 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, concerning conservation of energy and technology absorption respectively, are not applicable to the Company.

There were no foreign exchange earnings and outgo during the year under review.

10. AUDITORS'REPORT

Notes to the accounts, as referred in the Auditors' Report, are self-explanatory and therefore do not call for any further comments and explanations.

11. ACKNOWLEDGEMENT

The Directors acknowledge with pleasure the valued co-operation and continued support extended to the Company by its Bankers ICICI Bank Ltd., IDBI Bank Ltd., Janalaxmi Co-op. Bank Ltd., Godavari Urban Co-op. Bank Ltd, The Saraswat Co-op Bank Ltd. and The Nashik Merchant Co-Op. Bank Ltd. 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 Board, Maharashtra State Road Transport Corporation For their valuable co-operation.

For and on behalf of the Board of Directors.

PLACE: NASHIK JITENDRA M. THAKKER

DATE: 30/05/2012 CHAIRMAN


Mar 31, 2011

TO THE MEMBERS,

The Directors hereby present their Twenty-Forth Annual Report on the business operations of the Company along with the audited statement of account for the year ended 31 st March, 2011.

01. FINANCIAL RESULTS

(Rs. In Lacs)

Year Ended Year Ended 31.03.2011 31.03.2010

Income 4565.32 2144.06

Profit before Tax (PBT) 1669.35 332.93

Provision for taxation 594.00 117.00

Taxes for Earlier Years (Net) 14.08 0.04

Deferred Tax (1.42) 1.86

Profit after Tax (PAT) 1062.69 214.03

Add/(Less) Prior Period Adjustment 24.18 0

1086.87 214.03

Add:Balance of Profit brought forward 285.25 71.22

Balance available for appropriation 1372.12 285.25 Appropriations

Proposed Dividend 108.00 0

Corporate Dividend Tax 17.94 0

Balance Carried to Balance Sheet 1246.18 285.25

Dividend (%) 12.00 0.00

2. DIVIDEND

Your Board recommend Dividend of Re.1.20/- per share (12% on face value of Rs.10/-). The total Dividend payout will be Rs. 125.94 Lacs including Dividend Tax.

3. OPERATIONS AND PROSPECTS

The year under review your Company achieved total Income of Rs.4565.32 Lacs. (Previous Year Rs.2144.06 Lacs). During the year your Company has sold of constructed flat /shops admeasuring about 59,665.17 Sq.Ft. worth Rs.1524.81 Lacs (Previous Year 65,941.53 Sq.ft. worth Rs.1489.90 Lacs). In addition to above, the Company sold plots, lands etc. worth Rs. 2449.04 Lacs (Previous Year Rs. 292.15 Lacs). Profit after tax was at Rs.1062.69 lacs (Previous Year Rs.214.03 Lacs).

04. DIRECTORS

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of your Company, Mr. Mukesh K.Thakker and Mr. Jaman H.Thakker, Directors of your Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Your directors subject to approval of the members in the General Meeting propose to re-appoint the above mentioned Directors. Resolution for the purpose is proposed to be passed at the ensuing Annual General Meeting.

5 . DIRECTORS REMUNERATION

The Board of Directors, at their meeting held on 29th March, 2011, decided to increase in remuneration of Mr.Jitendra M.Thakker, Chairman & Mr. Rajendra M.Thakker, Managing Director & Mr.Narendra M. Thakker, Director of the Company, from Rs.50,000/- to Rs.1,00,000/- w.e.f.lst April, 2011, as approved by the Remuneration Committee.

Necessary resolutions for remuneration of the aforesaid Chairman, Managing Director and Director are being put to the shareholders for their approval.

6. AUDITORS

Your Company's Auditors, M/s. Govilkar & Associates, Chartered Accountants, Nashik will retire at the ensuing Annual General Meeting and are eligible for reappointment.The members will be required to appoint Auditors for the current year and fix their remuneration. As required under the Provision of Section 224 of the Companies Act, the company has received written certificate from the above Auditors, to the effect that their re-appointment, if made would in confirmity with the limits specified in the said section.

07. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgements 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 the period;

iii) The Directors have taken proper and sufficient care 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;

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

08. PERSONNEL

The Directors wish to place on record their sincere appreciation of the contribution made by the employees of the company at all levels. None of the employee was in receipt of remuneration in excess of Rs.2,00,000/- pm. if employed for part of the year or at Rs.24,00,000/- p.a.

9. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANAYSIS REPORT

Corporate Governance and Management Discussion and analysis report as required under clause 49 of the listing agreement is enclosed herewith.

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

In view of the nature of activities which are being carried out by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, concerning conservation of energy and technology absorption respectively, are not applicable to the Company. There were no foreign exchange earnings and outgo during the year under review.

11. AUDITORS'REPORT

Notes to the accounts, as referred in the Auditors Report, are self-explanatory and therefore do not call for any further comments and explanations.

12. ACKNOWLEDGEMENT

The Directors acknowledge with pleasure the valued co-operation and continued support extended to the Company by its Bankers ICICI Bank Ltd., Janalaxmi Co-op. Bank Ltd.,Godavari Urban Co-op. Bank Ltd, The Saraswat Co-op Bank Ltd. and The Nashik Merchant Co-Op. Bank Ltd.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 Board, Maharashtra State Road Transport Corporation for their valuable co-operation.

For and on behalf of the Board of Directors.

PLACE : NASHIK JITENDRA M. THAKKER

DATE : 30/05/2011 CHAIRMAN


Mar 31, 2010

The Directors hereby present their Twenty-Third Annual Report on the business operations of the Company along with the audited statement of account for the year ended 31 st March, 2010.

1. FINANCIAL RESULTS

(Rs. In Lacs) Year Ended Year Ended 31.03.2010 31.03.2009

Income 2144.06 1333.05

Profit before Tax (PBT) 332.93 35.42

Provision for taxation 117.00 17.50

Provision for Fringe Benefit Tax 0 2.43

Taxes for Earlier Years (Net) 0.04 0.59

Deferred Tax 1.86 (2.93)

Profit after Tax (PAT) 214.03 17.82

Add/Less-Prior Period Adjustment 0 (3.00)

214.03 14.82

Add.Balance of Profit brought forward 71.22 506.40

Balance available for appropriation 285.25 521.22

Appropriations

Utilisation for Issue of Bonus Shares 0 450.00

Balance Carried to Balance Sheet 285.25 71.22

2. DIVIDEND

Your Board do not recommend any Dividend for the year.

3. OPERATIONS AND PROSPECTS

The year under review your Company achieved total Income of Rs.2144.06 Lacs. (Previous Year 1333.05 Lacs). During the year your Company has sold of constructed flat /shops admeasuring about 65,941.53 Sq.Ft. worth Rs.1489.90 Lacs (Previous Year 28,704.21 Sq.ft. worth Rs.702.33 Lacs). In addition to above, the Company sold plots, lands etc. worth Rs. 292.15 Lacs (Previous Year Rs. 471.64 Lacs). Prof it after tax was at Rs.214.03 lacs (Previous Year Rs.17.82 Lacs).

4. DIRECTORS

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of your Company, Mr. Jitendra M.Thakkerand Mr. Rajendra M.Thakker, Directors of your Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Your directors subject to approval of the members in the General Meeting propose to re-appoint the above mentioned Directors. Resolution for the purpose is proposed to be passed at the ensuing Annual General Meeting

5. AUDITORS

Your Companys Auditors, M/s. Govilkar& Associates, Chartered Accountants, Nashikwill retire at the ensuing Annual General Meeting and are eligible for reappointment.The members will be required to appoint Auditors for the current year and fix their remuneration. As required under the Provision of Section 224 of the Companies Act, the company has received written certificate from the above Auditors, to the effect that their re-appointment, if made would in confirmity with the limits specified in the said section.

6. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to sub-section (2AA) of section 217 of the Companies Act, 1956, the Board of Directors of

the Company hereby state and confirm that:

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgements 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 the period;

iii) The Directors have taken proper and sufficient care 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;

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

7. PERSONNEL

The Directors wish to place on record their sincere appreciation of the contribution made by the employees of the company at all levels. None of the employee was in receipt of remuneration in excess of Rs.2,00,000/- pm. if employed for part of the year or at Rs.24,00,000/- p.a.

8. CORPORATE GOVERNANCEAND MANAGEMENT DISCUSSION AND ANAYSIS REPORT

Corporate Governance and Management Discussion and analysis report as required under clause 49 of the listing agreement is enclosed herewith.

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

In view of the nature of activities which are being carried out by the Company, Rules 2Aand 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, concerning conservation of energy and technology absorption respectively, are not applicable to the Company. There were no foreign exchange earnings and outgo during the year under review.

10. AUDITORSREPORT

Notes to the accounts, as referred in the Auditors Report, are self-explanatory and therefore do not call for any further comments and explanations.

11. ACKNOWLEDGEMENT

The Directors acknowledge with pleasure the valued co-operation and continued support extended to the Company by its Bankers ICICI Bank Ltd., Janalaxmi Co-op. Bank Ltd.,Godavari Urban Co-op. Bank Ltd, The Saraswat Co-op Bank Ltd. and The Nashik Merchant Co-Op. Bank Ltd.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 Board, Maharashtra State Road Transport Corporation for their valuable co-operation.

For and on behalf of the Board of Directors.

PLACE : NASHIK JITENDRAM. THAKKER

DATE : 31/05/2010 CHAIRMAN

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