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A Oneindia Venture

Nifty 26,134.25 +0.65%

22k Gold ₹ 12,400 /gm

Sensex 85,420.22 +0.58%

Nifty 26,134.25 +0.65%

22k Gold ₹ 12,400 /gm

Sensex 85,420.22 +0.58%

Nifty 26,134.25 +0.65%

22k Gold ₹ 12,400 /gm

Directors Report of Thakker's Developers Ltd.

Mar 31, 2024

The Board of Directors hereby submits the report of the business and operations of your Company along with the audited financial statements, for the financial year ended March 31,2024.

The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

The Company was incorporated on 30^th day of March, 1987 & become a First Company from North-Maharashtra to become Public Limited in 1992. Thakkers Developers Ltd was listed on BSE on 14^th December, 1994. Being one of the leading construction and real estate enterprises of Nashik, Thakkerâs has been one of the most reliable name in the city. The Group has its Registered Office in Mumbai & corporate offices in Nashik, Maharashtra.

a. FINANCIAL STATEMENT:

			(Rupees in Lakhs)
	Standalone		Consolidated
Particulars	Year Ended 31.03.2024	Year Ended 31.03.2023	Year Ended 31.03.2024	Year Ended 31.03.2023
Income	1779.21	5668.19	3211.95	5911.00
Profit / (Loss) Before Tax (PBT)	(357.32)	2003.95	(176.15)	1969.17
Provision of Taxation	0	(315.00)	(21.84)	(360.05)
Taxes for Earlier Years (Net)	84.27	(12.35)	83.87	(10.74)
Deferred Tax	19.27	16.32	19.27	16.32
Mat Credit Entitlement	-	-	-	-
Profit After Tax (PAT)	(253.77)	1692.92	(94.84)	1614.70
Add/(Less) Prior Period Adjustment	-	-	-	-
Add/(Less) Other Comprehensive Income	25.31	(27.84)	25.31	(27.84)
Add/(Less)	0	7.24	0	7.24
Profit / (Loss) After Tax (PAT)	(228.47)	1672.32	(69.54)	1594.10
Add: Balance of Profit brought forward	12555.78	10883.46	13168.57	11574.47
Balance available for appropriation	12327.31	12555.78	13099.03	13168.57
Appropriations	_-	_-	_-	_-
Balance Carried to Balance Sheet	12327.31	12555.78	13099.03	13168.57

The Standalone Gross Revenue from operations for F.Y. 2024 was Rs.1,779.21 Lakh. (Previous Year: Rs.5,668.19 Lakh). The Operating Profit stood at Rs.766.21 Lakh as against Rs.1,765.41 Lakh in the Previous Year. The Net Loss after tax for the year stood at Rs.228.47 Lakh against profit of Rs.1,672.32 Lakh reported in the Previous Year.

The Consolidated Gross Revenue from operations for F.Y.2024 was Rs.3,211.95 Lakh.(Previous Year: Rs.5,911.00 Lakh). The Consolidated Operating Profit stood at Rs.1,148.04 Lakh (Previous Year: Rs.1,944.49 Lakh). The Consolidated Profit after tax stood at Rs.(69.54) Lakh (Previous Year: Rs.1,594.10 Lakh).

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2024 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as âThe Actâ) read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companyâs state of affairs, profits and cash flows for the year ended March 31, 2024. The Notes to the Financial Statements adequately cover the standalone and consolidated Audited Statements and form an integral part of this Report.

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

b. OPERATIONS AND PROSPECTS:

The Company continues to be engaged in the activities pertaining to Construction & Real Estate.

There was no change in nature of the business of the Company, during the year under review.

c. DIVIDEND:

Board does not recommend any dividend for the year 2023-24.

As per SEBI (Listing Obligations and Disclosure Requirements), Regulation, 2015, Company formulate the Dividend Distribution Policy. Accordingly, the policy was adopted to set out the parameters that would be taken on account by the Board. The policy is available on website of the Company www.thakkersdevelopers.com.

d. UNPAID DIVIDEND & IEPF:

The Company has not transferred any amount to the Investor Education & Protection Fund (IEPF) as Company had not declared any dividend in past 7 years and no amount is lying in Unpaid Dividend A/c of the Company for that respective year.

e. TRANSFER TO RESERVES:

Company has transfer to General Reserve amount of Rs. (253.77) Lakhs.

f. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Thakkers Developers Ltd have the total five subsidiary Companies. There were no change during the year, the Board of Directors reviewed the affairs of the subsidiaries.

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries is given in Form AOC-1 which forms an integral part of this Report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and accounts of each subsidiaries are available of the website of the Company i.e. www.thakkersdevelopers.com.

g. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

h. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

During the Financial Year 2023-24, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies (Specification of Definition Details) Rule, 2014 which were in the Ordinary Course of business and on armâs length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Regulation 23 of the SEBI (LODR) Regulations, 2015. Thus a disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.

All Related Party T ransactions are placed before the Audit Committee as also before the Board for approval. Omnibus approval was obtained on a yearly basis for transactions which were of repetitive nature.

The policy on Related Party T ransactions as approved by the Board of Directors has been uploaded on the website of the Company viz. www.thakkersdevelopers.com.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure I which forms part of this Report.

j. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 17 to 27, clause (b) to (i) of Regulation 46 and Para C, D & E of Schedule V of SEBI (Listing Obligations and Disclosures Requirements), 2015, the corporate governance report together with Auditor certificate on compliance of the same is annexed hereto and marked as Annexure II And Management Discussion and Analysis report as Annexure III

k. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial year ended 31st March, 2024 as referred in Section 92(3) in MGT-7 format on the below mentioned web-address:- www.thakkersdevelopers.com.

l. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:

During the Financial Year 2023-24, the Company has not provided any loan or has not given any guarantee and also not made any investment.

m. DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companyâs financial position, have occurred between the end of the financial year of the Company and date of this report.

n. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

1. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:a. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Chandrakant H. Thakker, Mr. Jaman H. Thakker, Mr. Gaurav J. Deshmukh & Mr. Manish V. Lonari are the Independent Directors on the Board of the Company.

Mr. Jitendra Manohardas Thakker & Mr. Narendra Manohardas Thakker Directors seeking for their reappointment. The brief resume the Director under Regulation 36 of the SEBI (LODR) 2015 with respect to the Director seeking re-appointment are as follows :

Details of Director seeking for reappointment
Sr. No.	Particulars	Details	Details
1	Name	Jitendra Manohardas Thakker	Narendra Manohardas Thakker
2	DIN	00082860	00083224
3	Date of Birth	31/01/1957	14/01/1962
4	Date of Original Appointment	21/09/2004	21/09/2004
5	Date of Reappointment	04/09/2010 , 22/09/2013 & 20/08/2016 30/09/2022	26/09/2009 , 12/09/2012, 26/08/2015 , 25/09/2018 30/09/2022
6	Expertise in area	Real Estate & Construction	Real Estate & Construction
7	Directorship in other Public Ltd Co.	1	1
8	Membership of Committee	1	2
9	No. of Shares held in the Co.	1,11,748	87, 368
10	Percentage of Holdings	1.24	0.97

Details of Director seeking for reappointment
Sr. No.	Particulars	Details	Details
1	Name	Gaurav Jayant Deshmukh	Manish Vilas Lonari
2	DIN	05295078	06957844
3	Date of Birth	03.02.1981	23.09.1973
4	Date of Original Appointment	06.08.2014	06.08.2014
5	Date of Reappointment	30.09.2024	30.09.2024
6	Expertise in area	Construction Management, Project Planning, Interior Designing	Bachelor in Laws
7	Directorship in other Public Ltd Co.		-
8	Membership of Committee	1	1
9	No. of Shares held in the Co.	-	-
10	Percentage of Holdings	-	-

Your Directors recommend his re-appointment.

b. DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received the following declarations from all the Independent Directors confirming that:

â¢ They meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder, as well as of Regulation 16 of the Listing Regulations.

â¢ In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Directorâs database maintained by the Indian Institute of Corporate Affairs, Manesar.

â¢ In terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

â¢ In terms of Regulation 25(9) of the Listing Regulations, the Board of Directors has ensured the veracity of the disclosures made under Regulation 25(8) of the Listing Regulations by the Independent Directors of the Company.

â¢ None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

2. DISCLOSIRES REALTEED TO BOARD, COMMIITTEES AND POLICIES:a. BOARD MEETINGS:

Your Board has met Seven times during the Financial Year 2023-24. The details of the number of Board meetings of your Company are set out in the Corporate Governance Report which forms part of this Report.

The details the meetings of the Board and its Committees held during the year under review are stated in the Corporate Governance Report Annexure II

The Company has complied with the applicable Secretarial Standards in respect of all the above Board meetings.

b. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 are as follows:

Manish V. Lonari	Chairman
Jaman H. Thakker	Member
Rajendra M. Thakker	Member

For details of the Audit committee meetings held for the financial year 2023-24 and powers & role of the Audit Committee are included in the Corporate Governance Report Annexure II.

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

c. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 are as follows:

Gaurav J. Deshmukh	Chairman
Chandrakant H. Thakker	Member
Jaman H. Thakker	Member

For details of the Nomination & Remuneration committee meetings held for the financial year 2023-24 and powers & role of the Nomination & Remuneration Committee are included in the Corporate Governance Report Annexure II.

In terms of the applicable provisions of the act, read with the rules framed thereunder and the SEBI Regulations, the Board has placed a policy for appointment, removal and remuneration of Directors, Key Managerial Personnel and Senior Managerial personnel and also on Board diversity, succession planning and Evaluation of Directors. The remuneration paid to Directors, KMP of the company are as per the terms laid down under NRC Policy of the company.

The salient features of the Remuneration Policy and changes therein are attached as Annexure II and the Remuneration Policy is available on Companyâs website and can be accessed in the link provided herein below: www.thakkersdevelopers.com.

d. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 are as follows:

Jaman H. Thakker	Chairman
Narendra M. Thakker	Member
Rajendra M. Thakker	Member

For details of the meetings held for the financial year 2023-24, please refer to the Corporate Governance Report, which forms part of this report in Annexure II.

e. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee of Directors was constituted pursuant to the provisions of Section 135 of the Companies Act, 2013 are as follows:

Chandrakant H. Thakker	Chairman
Narendra M. Thakker	Member
Jitendra M. Thakker	Member

For details of the meetings held for the financial year 2023-24, please refer to the Corporate Governance Report, which forms part of this report in Annexure II.

f. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed âVigil Mechanism Policyâ for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Board of Directors.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

g. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companyâs businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/ strategic business plans and in periodic management reviews.

Risk management is an integral part of business practice of the Company. The framework of risk management concentrates on formalising a system to deal with the most relevant risks, building on existing management practices, knowledge and structures. The Company has developed and implemented a comprehensive risk management system to ensure that risks to the continued existence of the Company as a going concern and to its growth are identified and remedied on a timely basis. While defining and developing the formalised risk management system, leading standards and practices have been considered. The risk management system is relevant to business reality, pragmatic and simple and involves the following:

i) Risk identification and definition - Focuses on identifying relevant risks, creating | updating clear definitions to ensure undisputed understanding along with details of the underlying root causes contributing factors.

ii) Risk classification - Focuses on understanding the various impacts of risks and the level of influence on its root causes. This involves identifying various processes, generating the root causes and a clear understanding of risk inter-relationships.

iii) Risk assessment and prioritisation - Focuses on determining risk priority and risk ownership for critical risks. This involves assessment of the various impacts taking into consideration risk appetite and the existing mitigation controls.

iv) Risk mitigation - Focuses on addressing critical risks to restrict their impact(s) to an acceptable level (within the defined risk appetite). This involves a clear definition of actions, responsibilities and milestones.

v) Risk reporting and monitoring - Focuses on providing to the Audit Committee and Board periodic information on risk profile evolution and mitigation plans.

h. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

The Board has carried out an annual performance evaluation of its own performance, and of the directors individually, as well as the evaluation of all the committees i.e. Audit, Nomination and Remuneration, Stakeholders Relationship, Committee of Directors.

The Board adopted a formal evaluation mechanism for evaluating its performance and as well as that of its Committees and individual directors, including the Chairman of the Board the exercise was carried out by feedback survey from each directors covering Board functioning such as composition of Board and its Committees, experience and competencies, governance issues etc. The separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board who were evaluated on parameters such as attendance, contribution at the meeting etc.

3. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31^stMARCH 2024:

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended 31st March, 2024 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH, 2024

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. CS Ashok Surana, had been appointed to issue Secretarial Audit Report for the financial year 2023-24

The Secretarial Audit Report issued by CS Ashok Surana, Practising Company Secretaries in Form MR-3 for the financial year 2023-24 forms part to this report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

c. INTERNAL AUDITOR:

M/s. S.S. Dhoot & Company, Chartered Accountants is the Internal Auditor of the company& the reports are reviewed by Audit Committee time to time.

d. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s Karwa Malani Kalantri & Associates (Firm Registration No. 136867W), Chartered Accountants, appointed as the Statutory auditors of the Company by the Board. Board recommends to regularize & appoint them for further period of Five years till the conclusion of AGM to be held in the F.Y. 2026-27.

Their appointment was subject to ratification by the Members at every subsequent AGM held after the AGM held on September 30, 2022. Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 effective from May 7, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute. Hence the resolution seeking ratification of the Members for continuance of their appointment at this AGM is not being sought.

The Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) for the time being in force), from M/s Karwa Malani Kalantri & Associates, Chartered Accountants. Further, they have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

e. MAINTENANCE OF COST RECORDS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

f. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12):

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.

4. DIVIDEND DISTRIBUTION POLICY:

5. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companyâs operations in future.

b. DIRECTORâS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2024, the Board of Directors hereby confirms that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profit/loss of the Company for that year;

iii. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts of the Company have been prepared on a going concern basis.

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

vi. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

c. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:

The Company has complied with the provisions relating to the constitution of Internal Complaints

Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013.

Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,

2013 the company has received Complaints which are enunciated below:

Sr. No.	Number of Complaints received	Date of receipt of Complaints
NA	NA	NA

d. DISCLOSURE UNDER SECTION 43(aHii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

e. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

f. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

The Company has not issued equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

g. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

h. BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, a structured questionnaire was prepared after taking into consideration the various aspects of the Boardâs functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Directors was completed during the year under review. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors and Non-Executive Director. The Board of Directors expressed their satisfaction with the evaluation process.

i. CAUTIONARY STATEMENT

Statements in this Directorsâ Report and Management Discussion and Analysis describing the Companyâs objectives, projections, estimates, expectations or predictions may be âforward-looking statementsâ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companyâs operations include Companyâs principal markets, changes in Government regulations, Tax regimes, economic developments within India and other ancillary factors.

j. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR

The information required pursuant to Section 197 read with Rule 5(1)(i) of the Companies (Appointment and Remuneration) Rules,2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company for the Financial Year, will be made available for inspection at its registered office of the Company during the working hours for a period of twenty one days before the date of annual general meeting of the company pursuant to Section 136 of the Companies Act,2013 and members, if any interested in obtaining the details thereof, shall made specific request to the Company Secretary and Compliance officer of the Company in this regard.

k. HUMAN RESOURCES & INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all management development programs to upgrade skills of employees. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff. Thakkers believes in the potential of people to go beyond and be the game-changing force for business transformation and success. This potential is harnessed by fostering an open and inclusive work culture that enables breakthrough performance and comprehensive development of employees through the three pillars of Leading Self, Leading Teams and Leading Business.

l. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companyâs policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

m. SEXUAL HARASSMENT

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)

Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints. Besides, redressal is placed on the intranet for the benefit of employees. During the year under review, no complaints were reported to the Board.

n. INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders request/grievance at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time.

o. DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 :

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

p. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT :

There was no instance of onetime settlement with any Bank or Financial Institution.

6. ACKNOWLEDGEMENTS AND APPRECIATIONS:

Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, your Companyâs achievements would not have been possible. Your Directors wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

The Directors are also happy to place on record their thanks to various departments of Government of Maharashtra and Municipal Authorities like Nashik Municipal Corporation, Maharashtra State Electricity Distribution Co. Ltd., Maharashtra State Road Transport Corporation for their valuable co-operation.

Mar 31, 2023

The Board of Directors hereby submits the report of the business and operations of your Company along with the audited financial statements, for the financial year ended March 31,2023.

The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

The Company was incorporated on 30^th day of March, 1987 & become a First Company from North-Maharashtra to become Public Limited in 1992. Thakkers Developers Ltd was listed on BSE on 14^thDecember, 1994. Being one of the leading construction and real estate enterprises of Nashik, Thakkerâs has been one of the most reliable name in the city. The Group has its Registered Office in Mumbai & corporate offices in Nashik, Maharashtra

a. FINANCIAL STATEMENT:

Particulars	Standalone		Consolidated
Particulars	Year Ended 31.03.2023	Year Ended 31.03.2022	Year Ended 31.03.2023	Year Ended 31.03.2022
Income	5668.19	5572.51	5911.00	5793.84
Profit Before Tax (PBT)	2003.95	3454.18	1969.17	3544.13
Provision of Taxation	(315.00)	(210.00)	(360.05)	(242.72)
Taxes for Earlier Years (Net)	(12.35)	74.63	(10.74)	68.63
Deferred Tax	16.32	24.76	16.32	24.76
Mat Credit Entitlement	-	-	-	-
Profit After Tax (PAT)	1692.92	3343.57	1614.70	3394.80
Add/(Less) Prior Period Adjustment	-	-	-	-
Add/(Less) Other Comprehensive Income	(27.84)	(17.23)	(27.84)	(17.23)
Add/(Less)	7.24	_-	7.24	_-
Profit After Tax (PAT)	1672.32	3326.34	1594.10	3377.58
Add: Balance of Profit brought forward	10883.46	7557.11	11574.47	8196.89
Balance available for appropriation	12555.78	10883.46	13168.57	11574.47
Appropriations	_-	_-	_-	_-
Balance Carried to Balance Sheet	12555.78	10883.46	13168.57	11574.47

The Standalone Gross Revenue from operations for F.Y. 2023 was Rs.5,668.19 Lakh. (Previous Year: Rs.5,572.51 Lakh). The Operating Profit stood at Rs.1,765.41 Lakh as against Rs.1,444.41 Lakh in the Previous Year. The Net Profit after tax for the year stood at Rs.1,672.32 Lakh against Rs.3,326.34 Lakh reported in the Previous Year.

The Consolidated Gross Revenue from operations for F.Y. 2023 was Rs.5,911.00 Lakh.(Previous Year: Rs.5,793.84 Lakh). The Consolidated Operating Profit stood at Rs.1,944.49 Lakh (Previous Year: Rs.1,465.08 Lakh). The Consolidated Profit after tax stood at Rs.1,594.10 Lakh (Previous Year: Rs.3,377.58 Lakh).

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2023 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as âThe Actâ) read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companyâs state of affairs, profits and cash flows for the year ended March 31, 2023. The Notes to the Financial Statements adequately cover the standalone and consolidated Audited Statements and form an integral part of this Report.

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

b. OPERATIONS AND PROSPECTS:

The Company continues to be engaged in the activities pertaining to Construction & Real Estate.

There was no change in nature of the business of the Company, during the year under review.

c. DIVIDEND:

Board does not recommend any dividend for the year 2022-23.

d. UNPAID DIVIDEND & IEPF:

e. TRANSFER TO RESERVES:

Company has transfer to General Reserve amount of Rs. 1692.92 Lakhs.

f. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Thakkers Developers Ltd have the total five subsidiary Companies. There were no change during the year, the Board of Directors reviewed the affairs of the subsidiaries.

g. DEPOSITS:

h. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

During the Financial Year 2022-23, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies (Specification of Definition Details) Rule, 2014 which were in the Ordinary Course of business and on armâs length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Regulation 23 of the SEBI (LODR) Regulations, 2015. Thus a disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.

All Related Party Transactions are placed before the Audit Committee as also before the Board for approval. Omnibus approval was obtained on a yearly basis for transactions which were of repetitive nature.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company viz. www.thakkersdevelopers.com.

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

j. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS_REPORT:

k. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial year ended 31st March, 2022 as referred in Section 92(3) in MGT-7 format on the below mentioned web-address:- www.thakkersdevelopers.com.

l. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:

During the Financial Year 2022-23, the Company has not provided any loan or has not given any guarantee and also not made any investment

m. DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT, 2013:

n. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

1. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Chandrakant H. Thakker, Mr. Jaman H. Thakker, Mr. Gaurav J. Deshmukh & Mr. Manish V. Lonari are the Independent Directors on the Board of the Company.

There is no overall changes in Directorship during the year.

Mr. Rajendra Manohardas Thakker & Mrs. Hetal Nishant Thakker Directors seeking for their reappointment. The brief resume the Director under Regulation 36 of the SEBI (LODR) 2015 with respect to the Director seeking re-appointment are as follows :

Details of Director seeking for reappointment
Sr. No.	Particulars	Details	Details
1	Name	Rajendra Manohardas Thakker	Hetal Nishant Thakker
2	DIN	''00083181	â02561468
3	Date of Birth	10.08.1958	31.10.1980
4	Date of Original Appointment	21.09.2004	30.05.2015
5	Date of Reappointment	04.09.2010, 20.09.2013, 20.08.2016, 25.09.2019 & 30.09.2021	25.09.2017, 25.09.2019 & 30.09.2021
6	Expertise in area	Real Estate & Construction	Real Estate & Construction
7	Directorship in other Public Ltd Co.	1	-
8	Membership of Committee	1	1
9	No. of Shares held in the Co.	138768	600
10	Percentage of Holdings	1.38	0.01

Your Directors recommend their re-appointment.

b. DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received the following declarations from all the Independent Directors confirming that:

â¢ They meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder, as well as of Regulation 16 of the Listing Regulations.

2. DISCLOSIRES REALTEED TO BOARD, COMMIITTEES AND POLICIES:

a. BOARD MEETINGS:

Your Board has met Seven times during the Financial Year 2022-23. The details of the number of Board meetings of your Company are set out in the Corporate Governance Report which forms part of this Report.

The details the meetings of the Board and its Committees held during the year under review are stated in the Corporate Governance Report Annexure II

The Company has complied with the applicable Secretarial Standards in respect of all the above Board meetings.

b. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 are as follows:

Gaurav J. Deshmukh Chairman

Manish Vilas Lonari Member

Narendra M. Thakker Member

For details of the Audit committee meetings held for the financial year 2022-23 and powers & role of the Audit Committee are included in the Corporate Governance Report Annexure II.

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

c. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 are as follows:

Chandrakant H. Thakker Chairperson

Jaman H. Thakker Member

Manish V. Lonari Member

For details of the Nomination & Remuneration committee meetings held for the financial year 2022-23 and powers & role of the Nomination & Remuneration Committee are included in the Corporate Governance Report Annexure II.

d. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 are as follows:

Jaman H. Thakker Chairperson

Hetal N. Thakker Member

Rajendra M. Thakker Member

For details of the meetings held for the financial year 2022-23, please refer to the Corporate Governance Report, which forms part of this report in Annexure II.

e. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee of Directors was constituted pursuant to the provisions of Section 135 of the Companies Act, 2013 are as follows:

Manish V. Lonari Chairperson

Jitendra M. Thakker Member

Rajendra M. Thakker Member

For details of the meetings held for the financial year 2022-23, please refer to the Corporate Governance Report, which forms part of this report in Annexure II.

f. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Board of Directors.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

g. RISK MANAGEMENT POLICY:

v) Risk reporting and monitoring - Focuses on providing to the Audit Committee and Board periodic information on risk profile evolution and mitigation plans.

h. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Board and its Committees, experience and competencies, governance issues etc. The separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board who were evaluated on parameters such as attendance, contribution at the meeting etc.

3. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31^stMARCH 2023:

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended 31st March, 2023 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH, 2023:

The Secretarial Audit Report issued by CS Ashok Surana, Practising Company Secretaries in Form MR-3 for the financial year 2022-23 forms part to this report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

c. INTERNAL AUDITOR:

M/s. S.S. Dhoot & Company, Chartered Accountants is the Internal Auditor of the company& the reports are reviewed by Audit Committee time to time.

d. STATUTORY AUDITORS:

e. MAINTENANCE OF COST RECORDS:

f. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12):

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.

4. DIVIDEND DISTRIBUTION POLICY:

5. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companyâs operations in future.

b. DIRECTORâS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2023, the Board of Directors hereby confirms that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit/loss of the Company for that year;

iv. the annual accounts of the Company have been prepared on a going concern basis.

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

vi. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

c. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the company has received Complaints which are enunciated below:

Sr. No.	Number of Complaints received	Date of receipt of Complaints
NA	NA	NA

d. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

e. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

f. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013:

g. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

h. BOARD EVALUATION

i. CAUTIONARY STATEMENT

j. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR

k. HUMAN RESOURCES & INDUSTRIAL RELATIONS

l. ENVIRONMENT AND SAFETY

m. SEXUAL HARASSMENT

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)

n. INVESTOR RELATIONS

o. DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 :

No application was filed for corporate insolvency resolution process, by a financial or operational

creditor or by the company itself under the IBC before the NCLT.

p. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT :

There was no instance of onetime settlement with any Bank or Financial Institution.

6. ACKNOWLEDGEMENTS AND APPRECIATIONS:

For and on behalf of the Board of Directors

Jitendra Manohardas Thakker Narendra Manohardas Thakker

DIN - 00082860 DIN - 00083224

Director Director

Address - Manohar Bunglow, Thakker Address - Thakker Bunglow, Thakker

Nagare, Gangapur Road, Nashik 422 005 Nagare, Gangapur Road, Nashik 422 005

Place : Nashik Date: 14/08/2023

Mar 31, 2018

The Directors hereby present their Thirty-first Annual Report on the business operations of your Company along with the audited Financial statement, for the year ended 31st March, 2018.The Consolidated Performance of the Company and its subsidiaries has been referred to wherever reuired.

1. Corporate Overview:

Thakkers Developers Limited is leading Real Estate Company. The Group has its Registered Office in Mumbai & Corporate Offices in Nashik, Maharashtra.

2. Results for our operations:

(Rs. In Lakhs)

	Standalone Year Ended Year Ended 31.03.2018 31.03.2017		Consolidated Year Ended Year Ended 31.03.2018 31.03.2017
Income	2403.00	4044.29	3226.78	4188.54
Profit before Tax (PBT)	173.67	1812.03	219.78	1811.06
Provision for taxation	55.00	440.00	69.00	440.00
Taxes for Earlier Years (Net)	108.25	0	108.87	0.08
Deferred Tax	4.48	4.76	4.48	4.76
Profit after Tax (PAT)	5.94	1367.27	37.43	1366.22
Add/(Less) Prior Period Adjustment	2.54	(0.11)	2.54	(0.11)
	3.40	1367.16	34.89	1366.11
Add. Balance of Profit brought forward	5950.06	4582.90	6174.95	4808.73
Balance available for appropriation	5953.46	5950.06	6209.84	6174.84
Appropriations Balance Carried to Balance Sheet	5953.46	5950.06	6209.84	6174.95

3. Dividend and General Reserve :

Board does not recommend any dividend for the year 2017-18 and propose to transfer to General Reserve amount of Rs. 3.40 Lakhs

4. Share Capital :

The Paid Up Equity Share Capital stood as on March 31, 2018 is of Rs.9,00,00,000/- (Rupees Nine Crore Only). During the year there were no variation in the Authorized & Paid up share capital.

5. Operations and prospects:

The year under review your Company has total income of Rs.2,403.00 Lakhs. During the year Company has sold constructed flats/shops admeasuring about 13,276.72 Sq.Ft worth of Rs. 761.06 Lakhs. In addition to above, the Company sold plots, lands etc worth of Rs. 1,001.98 Lakhs

6. Public Deposit:

During the Financial Year 2017-18, your Company had not accepted any deposits within the meaning of the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rule, 2014.

7. Insurance:

Your company has insured all assets of the company, which required to be insured.

8. Particulars Of Loans, Guarantees Or Investments

During the Financial Year 2017-2018, The Company has not provided any loan or has not given any guarantee and also not made any investment.

9. Merger And Amalgamation

No merger and amalgamation took place during the financial year.

10. Material Changes

No material changes occurred during the year.

11. 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.

The main thrust of internal audit is to test and review controls, appraisal of risks & business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism. The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically appraised of the internal audit findings and corrective actions taken.

Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board.

To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

12. Corporate Social Responsibility

As Company believes in growing its business in a social responsible way, Company has drawn the CSR policy to focus the quality development of the community by way of supproting the educational activities. Therefore, according to section 135 of the Companies Act, 2013, the company in the Financial Year 2017-2018 has spent Rs.31,000/- towards expenses on corporate social responsibility. Average net profit of the company for last three financial years is Rs.768.68 Lakh and the prescribed CSR expenditure i.e. two percent of average 3 years profit is Rs. 15.37 Lakh for the year.

Though the Company is unable to spend that particular amount against the CSR, Company have a much more future plans for the same. The activities in respect of CSR are given in the Corporate Governance Report.

Details of CSR policy are available on the website of the Company - www.thakkersdevelopers.com.

13. Conservation of energy, technology absorption

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.

14. Foreign Exchange Earnings And Outgo

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

15. Directors & Key Managerial personnel

In compliance with the provisions of Section 149,152, Schedule IV and other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors), Rules, 2014 Mr. Chandrakant H. Thakker, Mr. Jaman H. Thakker, Mr. Gaurav J. Deshmukh & Mr. Manish V. Lonari are the Independent Directors on the Board of the Company.

Mr. Narendra M. Thakker Director seeking for his reappointment. The brief resume of the Director under Regulation 36 of the SEBI (LODR) 2015 with respect to the Director seeking''re-appointment'' is as follows:

Details of Director seeking for reappointment

Sr.No.	Particulars	Details
1.	Name	Narendra Manohardas Thakker
2.	DIN	00083224
3.	Date of Birth	14.01.1962
4.	Date of Appointment	23.09.2006
5.	Date of Reappointment	26.09.2009,12.09.2012 & 26.08.2015
6.	Expertise in area	Real Estate & Construction
7.	Directorship in other Public Ltd Co.	1
8.	Membership of Committee	1
9.	No. of Shares held in the Co.	71220
10.	Percentage of Holdings	0.79

Your Directors recommend their re-appointment.

Mr. Jitendra Manohardas Thakker is the Chairman of the Board. Mr. Rajendra Manohardas Thakker, Managing Director, Mr. Narendra Manoharas Thakker, Chief Executive Officer, Mr. Abhishek Narendra Thakker, Chief Financial Officer, Mr. LalitAvinash Bhanu, Company Secretary are Key Managerial Personnel of your Company accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration Personnel) Rules, 2014.

None of the Key Managerial Personnel has resigned during the year under review.

In accordance with Section 149(7) of the Companies Act, each Independent Director has given a declaration to the Company at the first meeting of Board of Directors of Financial Year that he meets the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulation 16(1) (b).

In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder and SEBI (LODR) Regulations, 2015, the Board of Directors has carried out the annual performance evaluation of the entire Board, Committees and all the Directors.

16. 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.

17. Committees of the Board

The Board of Directors Has the following committees:

1. Audit committee

2. Remuneration and Nomination Committee

3. Corporate Social Responsibility Committee

4. Stakeholders Relationship Committee

The details of the Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report.

18. Auditors And Auditorsâ Report I Statutory Auditor

M/s S.R. Rahalkar& Associates, Chartered Accountants, having FRN No.108283W, to be appointed as the statutory Auditor of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting of the Company to held for the Financial Year 2021-22 to examine and audit the accounts of the Company.

The Auditorâs report to the shareholders on the standalone and consolidated financials for the year ended March 31, 2018 does not contain any qualification, observation or adverse comment.

Internal Auditor

M/s. S.S. Dhoot & Company, Chartered Accountants are Internal Auditor of the company & the reports are reviewed by Audit Committee time to time.

Secretarial Audit & Report

Pursuant to section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 your Company has appointed Mr.Ashok Surana, Practicing Company Secretaries to conduct the secretarial audit and a secretarial audit report has been prepared and annexed herewith.

19. Familiarization programme for Independent Directors

Pursuant to the requirement of Regulation 25 (7) of the SEBI (LODR) Regulations, 2015, the Company needs to be formally arrange Induction Programme for Independent Directors to familiarize them with their role, rights and responsibility of Directors, the working of the Company, nature of the industry in which the Company operates, business model etc.

20. Dividend Distribution Policy:

21. Related Party Transaction

During the Financial Year 2017-18, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies (Specification of Definition Details) Rule, 2014 which were in the Ordinary Course of business and on armâs length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Regulation 23 of the SEBI (LODR) Regulations, 2015. Thus a disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required.

All Related Party Transactions are placed before the Audit Committee as also before the Board for approval. Omnibus approval was obtained on a yearly basis for transactions which were of repetitive nature.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company viz. www.thakkersdevelopers.com.

22. Subsidiary And Associate Concerns

At the beginning of the year April 01^st, 2017, we have four subsidiaries. There were no changes in the number & percentage of holdings in the subsidiaries. It remains the same at the end of the year i.e. March 31^st, 2018.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with the Section 129 (3) of the Companies Act, 2013, we have prepared the consolidated financial statements of the Company, which form part of this Annual Report. Further the Statement contains the salient features of the financial Statement of our subsidiaries in the prescribed format of AOC-1 is appended as Annexure to the Boardâs Report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and accounts of each subsidiaries are available on the website of the Company i.e. www.thakkersdevelopers.com.

23. Vigil Mechanisms

Your Company believes in promoting fair, transparent, ethical and professional work environment. The Board of Directors of the Company Pursuant the Provisions of Section 177 of the Companies Act 2013 and SEBI (LODR) Regulations 2015, has framed âWhistle Blower Policyâ, 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 Companyâs code of conduct and ethics Policy, The whistle Blower Policy of the Company is available on the Companyâs Website.

24. Quality

We continue to follow international quality standard certification such as ISO 9001. Our quality department has always to improve the quality beyond the benchmark.

25. 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.

26. Management Discussion And Analysis Report

The Management Discussion and Analysis Report on operations of the Company, as required pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is provided in a separate section and forms as integral part of this report.

27. Corporate Governance

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a separate report on corporate governance practices followed by the Companyâs Auditors confirming compliance forms an integral part of this Report.

28. Audit Committee

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

29. Investor Relations

30. Extract Of Annual Return

The details forming part of extract of Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as annexed to this report.

31. Business Risk Management

Your Company recognizes that the risk is an integral 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.

The Board periodically reviews the risk, if any, and ensures to take steps for its mitigation.

32. Sexual Harassment

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints. Besides, redressal is placed on the intranet for the benefit of employees. During the year under review, no complaints were reported to the Board.

33. Environment and Safety

34. Number Of Board Meetings Held During The Year

Your Board has met Eight times during the Financial Year 2017-18. The details of the number of Board meetings of your Company are set out in the Corporate Governance Report which forms part of this Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013. The dates of Board Meetings are - 30^th of May, 2017,18^th of July, 2017, 04^th of August, 2017, 14^th of August, 2017, 06^th of November, 2017, 14^th of November,2017, 05^th of February, 2018 and 14^th of February, 2018.

35. Ratio Of Remuneration Of Each Director To The Median Remuneration Of The Employees Of The Company For The Financial Year

The information required pursuant to Section 197 read with Rule 5(1 )(i) of the Companies (Appointment and Remuneration) Rules,2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company for the Financial Year, will be made available for inspection at its registered office of the Company during the working hours for a period of twenty one days before the date of annual general meeting of the company pursuant to Section 136 of the Companies Act,2013 and members, if any interested in obtaining the details thereof, shall made specific request to the Company Secretary and Compliance officer of the Company in this regard.

36. Cautionary Statement

37. 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 2017-18. 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.

38. 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.

For and on behalf of the Board of Directors

Place : Nashik Jitendra ManohardasThakker

Date: 04/08/2018. Chairman

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 Companyâs 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 auditorâs 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 armâs 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

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.

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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