Dugar Housing Developments Ltd Directors Report.

Dear Members,

Your Companys Directors are pleased to present the 27th Annual Report of the Company, along with Audited Accounts, for the Financial Year ended 31st March 2019.

FINANCIALRESULTS

The Companys financial performance for the year ended 31st March 2019 is summarized below. Segment wise reporting as per Accounting Standards AS-17 is not applicable to your Company, since your Company is engaged in the activity of single segment only.

Particulars Year ended 31.03.2019 Year ended 31.03.2018
(In Rs) (In Rs)
Revenue from operations - 1,81,744
Other income 81,300 -
Profit/(Loss) before Depreciation - -
Depreciation - -
Net Profit/(Loss) before Provision for Tax (9,99,108) (14,61,816)
Deferred Tax (net) - -
Profit after Tax (9,99,108) (14,61,816)
Other Comprehensive Income - -
Total Comprehensive Income - -
Transfer to reserves , if any - -
Earnings per share - -
Basic & Diluted (0.33) (0.49)
Your Directors recommend the following appropriations:- - -
Proposed Dividend - -
Dividend Distribution Tax - -
Transfer to general Reserve - -

STATE OF COMPANYS AFFAIRS

The fiscal year 2018-19 continued to be subdued for property development business.There were continued challenges and uncertainties in the Real Estate business with high interest rates and negative customer sentiments. Demonetization, GST and RERA ACT has considerably slowed down the Industry. The Management and Directors will review business plan and take necessary action in the best interest of the Company and its stake holders.

EXTRACT OF ANNUAL RETURN

As per the Companies Act, 2013, the details of extract of Annual Return which forms part of this report is posted on the Companys website www.dhdlindia.com

NUMBER OF MEETINGS OF THE BOARD

During the year, 06 (Six) meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is attached to this report. In respect of all such meetings proper notices were given and the proceedings were properly recorded and signed in the minutes book maintained for the purpose.The intervening gap between any two meetings was within the period prescribed under the companies Act, 2013.

DIRECTORS RESPONSIBILITYSTATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section134 (5) of the Companies Act, 2013

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no 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 as at 31st March 2019 and of the profit of the Company for the year ended on that date;

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

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

v. the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL AND CHANGES

The Board of Directors of the company comprises of a Whole Time Director, and Four Non-Executive Directors including Two Independent Directors, one Women Director.

The Companies Act, 2013, provides for the appointment of Independent Directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that Independent Directors shall hold office for a term of up to five consecutive years on the Board of a company; and shall be eligible for re-appointment on passing a Special resolution by the shareholders of the Company. Accordingly, the Independent Director Mr. Zakir Hussain Munavar (DIN-07936297), was appointed by the Board of Directors on 13th June, 2019 and the Board seeks approval of the shareholders to appoint him as Independent Director for a period of 5 years as per SEBI (LODR), 2015 and not liable to retire by rotation. Mr. Gautham Chand, Independent director resigned from the company with effect from 14th March, 2019 and Mr. Prakash Chand Pramod, Independent director resigned from the company with effect from 13th June, 2019.

Further, in terms of section 203 of the Companies Act, 2013 and read Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company shall have Whole-time Key Managerial Personnel.

Mr. Padam Dugar acts as the Whole Time Director and he is appointed as Chief Financial Officer at the Board meeting held on 24th April, 2019.

Mr. Chandrasekaran is the Company Secretary of the Company.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(7) of the Companies Act 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

In accordance with the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 15th February, 2019.

APPOINTMENT AND REMUNERATION POLICY

The Companys policy on Directors appointment and remuneration and other Report, which is attached to this report as Annexure – 3

AUDITORS

At the Annual General Meeting of the Company held on September 29, 2014, M/s. M. Krishnakumar & Associates, Chartered Accountants, (Registration No. R.No.006853S), were appointed as the Statutory Auditors of the Company for a period of 5 years concluding at this AGM. Since, the term of 5 years expires at this meeting the Auditors retire at this meeting and are not eligible for re-appointment in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. At the 27th Annugal General Meeting of the Company, M N & Associates, Chartered Accountants, (Registration No. FRN 018167S) as the statutory auditors of the Company for a period of 5 years i.e. till the conclusion of 32nd Annual General Meeting in plance of the retiring auditors.

COST AUDITOR AND MAINTAINENCE OF COST RECORDS

The business activity of the Company is not covered under rule 3 of The Companies (Cost Records and Audit) Rules, 2014. Accordingly, the maintenance of cost records under section 148(1) of the Companies Act, 2013 is not applicable

SECRETARIAL AUDITOR

The Board has appointed Ms. Aishwarya. N, Company Secretary in Practice, to conduct Secretarial Audit for the Financial Year 2018-2019.The Secretarial Audit Report for the Financial Year 2018-2019 is attached as Annexure–2 to this report.

EXPLANATION OF BOARD ON QUALIFICATION OF STATUTORY AUDITORS & SECRETARIAL AUDITOR, IF ANY

During the year ended 31st March 2019, there was no qualification, reservation or adverse remark made by the statutory auditor on the financial statements of the company and by the Practicing Company Secretary in their respective reports.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year 2018-19, the Company has not given any loan, guarantee and/or provided any security in connection with the loan to any person/body corporate except the loans to the parties covered in the register maintained under Section 189 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

The related party transactions entered into with related parties are on arms length basis and in compliance with the applicable provisions of the companies act and the listing agreement. There are no materially significant related party transactions made by the company with promoters, directors or key managerial personnel etc., which may have potential conflict of interest with the interest of the company at large.

DIVIDEND AND TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

No Dividend was declared for the current financial year in view of loss. For the financial year ended 31st March, 2019, the Company has not proposed to carry any amount to General Reserve Account as per Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Your Directors report under Section 134(3)(l) of the Companies Act, 2013 that there have been no material changes and/ or commitments incurred in the period from 31st March 2019 till the date of drafting of this Directors Report, which have material effect on the Financial position of the Company.

CHANGE OF NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year ended 31st March, 2019

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

Your Company does not carry on any manufacturing activity and accordingly the provision to furnish information as per Section134 of the Companies Act, 2013, read with Rule8(3) of the Companies (Accounts) Rules 2014, particulars relating to Conservation of energy, Research and Development and Technology Absorption is not applicable.

There were no foreign exchange earnings and outgo during the period under report.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not meet the criteria laid down in Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 hence there is no requirement of constituting Corporate Social Responsibility Committee.

BOARD EVALUATION

Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with Schedule IV of the Act and also in line with Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Independent Directors of the Company met on 15th February 2019 without the attendance of Non-Independent Directors and Members of Management and reviewed the performance of Non-Independent Directors and the Board as a whole. They also reviewed the performance of the Chairperson. Evaluation of the Board was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, competencies, duties and responsibilities, attendance, value of contribution made to the Companys progress etc.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint Ventures or Associate Company. Hence the requirement of presenting the consolidated financial statements in Annual Report is not applicable.

PUBLIC DEPOSITS

During the year under review, your company did not accept any deposits within the meaning of provisions of Chapter V Acceptance of Deposits by the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL FINANCIAL CONTROLS

The details of the Internal Control system and their adequacy are provided in the Management Discussion and Analysis Report which forms part of this report.

AUDIT COMMITTEE

During the year, the Audit Committee has been reconstituted and it comprises of Syed Munnawar Hussian as Chairman, Zakir Hussain Munavar and Tikamchand Rakhi as members. More details on the Audit Committee are given in the Corporate Governance Report.

VIGIL MECHANISM

Pursuant to the provisions of Section 177 (9) of the Companies Act, 2013 read with the Rule 7 of the Companies (Meetings of Board and its powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has established a vigil mechanism for its directors and employees to report their grievances or genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct.

In order to prevent fraudulent activities and also to ensure a corruption free work environment, a detailed Whistle Blower policy has been laid down by the Board. Brief details of the Whistle Blower policy are given in the Corporate Governance Report.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES

Details pursuant to Section197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this report and are annexed here with as Annexure–4

No employees of the company drawing remuneration in excess of the limit specified under Rule.5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

CORPORATE GOVERANCE

A Report on Corporate Governance as stipulated under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. The requisite certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as required under the above Regulation is attached to this Report.

PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS:

The Board constantly evaluates the contribution of the members and periodically updates with the shareholders about their reappointment in consistent with applicable laws.One of the key functions of the Board is to monitor and review the Board evaluation framework.The evaluation criterion for performance evaluation of independent directors has been laid down by the Nomination Committee and the same is annexed to the Annual Report.

FAMILIARISATION PROGRAMMES

The Independent Directors attend a familiarisation program on being inducted into the Board. The details of familiarisation programme are provided in the Corporate Governance Report and also available on the website of the Company. –www.dhdlindia.com

SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS / COURTS

During the year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future. The Trading of shares was suspended by BSE, due to Non Compliance during 2016-17, BSE has revoked the suspension and shares are now available for trading.

PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE

The Company is committed to provide a safe and conducive work environment to its employees. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached along with this report.

DEMATERIALIZATION OF EQUITY SHARES

As at 31st March 2019, 12,74,600 equity shares representing 42.49% of the paid-up share capital of the Company have been dematerialized. The shareholders holding shares in physical form are advised to dematerialize their equity shares to avoid the risks associated with holding the share certificates in physical form.

ISSUE OF SHARES

The Company has not issued and allotted any kinds of securities during the year.

APPRECIATIONS AND ACKNOWLEDGMENTS

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from all the stakeholders during the year under review.

Sd/- Sd/-
N.Tarachand Dugar T.Padam Dugar
Director Whole-time Director
(DIN-01740608) (DIN- 01735878
Place : Chennai
Date : 31.08.2019