| 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
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