Dugar Housing Developments Ltd Directors Report.

Dear Members,

Your CompanysDirectors are pleased to present the 28th Annual Report ofthe Company, along with Audited Accounts, for the Financial Year ended 31st March 2020.

FINANCIAL RESULTS

The Companys financial performance for the year ended 31st March 2020 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 31.03.2020 (IN RS.) YEAR ENDED 31.03.2019 (IN RS.)
Revenue from operations --- ---
Other income 15,28,338 81,300
Profit/(Loss) before Depreciation (14,51,396) (9,99,108)
Depreciation --- ---
Net Profit/(Loss) before Provision for Tax (14,51,396) (9,99,108)
Deferred Tax (net) --- ---
Profit after Tax (14,51,396) (9,99,108)
Other Comprehensive Income --- ---
Total Comprehensive Income --- ---
Transfer to reserves, if any --- ---
Earnings per share
Basic & Diluted (0.48) (0.33)

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no material changes and commitments affecting financial position of the company between 31st March 2020 and the date of Boards Report.

STATE OF COMPANYS AFFAIRS

The financial year under reporting continued to fall for property development business. The Company is putting its efforts in seeking funds from Institutions. This industry can fluctuate depending on the national and local economies, although it remains somewhat consistent due to the fact that people always need homes and businesses always need office space. Despite of difficult market conditions and lack of interest of the investors the performance of the company has not been upto expectations.

The management continues to put efforts in developing the businesses and take actions to the best interest of the stakeholders.

DIVIDEND:

Considering the financial performance of the Company, Your Directors have decided not to declare any Dividend for this year.

SECRETARIAL STANDARDS:

The company has devised proper systems to ensure compliances with the provisions of all applicable secretarial standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

BOARD MEETINGS:

During the Financial Year, seven meetings of the Board of Directors were held on 24.04.2019, 27.05.2019, 13.06.2019,

08.08.2019, 23.08.2019, 31.08.2019, 13.11.2019, 12.02.2020. The intervening gap between the meetings was within the period as prescribed under the Companies Act, 2013.

Attendance Directors at the Board meeting:

SL. NO. NAME OF DIRECTOR MEETINGS ATTENDED
1 N. TARACHAND DUGAR 7
2 T PADAM DUGAR 8
3 TIKAMCHAND RAKHI 8
4 ZAKIR HUSSAIN MUNAVAR 5
5 SYED MUNNAWAR HUSSAIN 8
6 PRAKASHCHAND PRAMODH 2

DETAILS OF RELATED PARTY TRANSACTIONS:

There were no related party transactions during the year, hence disclosure in form AOC-2 is not applicable to the Company.

The Company is neither a Holding Company nor a Subsidiary Company and hence the disclosure under Regulation 34(3) and 53(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, are not furnished.

FAMILIARISATION PROGRAMMES

The Independent Directors attend the familiarization programmes on being inducted to the Board. The details of the familiarization programmes are provided on the Companys website viz; www.dhousingl.in

APPOINTMENT AND REMUNERATION POLICY:

(I) Managing Director and Independent Directors -

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management personnel, Key Managerial Personnel and fixing their remuneration. The objective and broad framework of the Remuneration Policy is to consider and determine the remuneration, based on the fundamental principles of payment for performance, for potential, and for growth. The Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration with the longer-term interest of the Company and its Shareholders. It also ensures the effective recognition of performance and encourage a focus on achieving superior operational results.

The Company does not pay remuneration by way of salary, perquisites and allowances to Managing Director. Independent Non-Executive Directors are appointed for their professional expertise in their individual capacity.

(II) Company Secretary and Senior Management Personnel -

The remuneration of Company Secretary and senior management personnel largely consists of basic salary, perquisites, allowances and performance incentives. Perquisites and retirement benefits are paid according to the Company policy, subject to prescribed statutory ceiling. The Company while deciding the remuneration package takes into consideration current employment scenario and remuneration package of the industry.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year, Shri. N. Tarachand Dugar, liable to retire by rotation, was re-appointed as Director of the company at the AGM held on September 30, 2019. Subsequently, he resigned from the Company due to personal reasons, with effect from 12.02.2020.

Shri. Zakir Hussain Munavar was appointed as Additional Non-Executive Director during the year and was regularised at the AGM held on September 30, 2019 as an Independent Director of the Company, not liable to retire by rotation, for a period of 5 years beginning from June 13, 2019.

Shri. Moganasundaram Chandrasekaran resigned due to personal reasons on August 23, 2019. He was re-appointed as Company Secretary of the company with effect from February 12, 2020.

The remuneration and other salient details of KMP for the FY 2019-20 are provided in the extract of the Annual Return in Annexure-3 which forms part of this Boards Report.

INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director of the Company, under Section 149 (7) of the Companies Act, 2013, that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149 (6) of the Companies Act, 2013.

The Independent Directors of the Company had met one time during the year to review the performance of NonIndependent Directors, Chairperson of the Company and the Board as a whole. They had accessed the quality, quantity and timeliness of flow of information between the Company management and the Board.

AUDIT COMMITTEE:

The composition, powers, role and terms of reference of the Committee are constituted as per the Section 177 mentioned under the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee consists of three Directors viz. Shri. Zakir Hussain Munavar (Independent Director), Shri. Syed Munnawar Hussain (Independent Director) and Smt. Tikamchand Rakhi (Non-Executive Director).

Shri. Prakashchand Pramodh (Independent Director), member of the Audit Committee resigned w.e.f June 13, 2019 and Shri. Zakir Hussain Munavar was appointed in his place w.e.f June 13, 2019.

During the year, five meetings of the Audit Committee were held on 27.05.2019, 13.06.2019, 08.08.2019, 13.11.2019,

12.02.2020. There were no recommendations of the Audit Committee which were not accepted by the Board.

SL. NO. NAME OF DIRECTOR MEETINGS ATTENDED
1 TIKAMCHAND RAKHI 5
2 SYED MUNNAWAR HUSSAIN 5
3 PRAKASHCHAND PRAMODH 1
4 ZAKIR HUSSAIN MUNAVAR 3

NOMINATION AND REMUNERATION COMMITTEE:

The composition, powers, role and terms of reference of the Committee are constituted as per the Section 178 mentioned under the Companies Act, 2013 and the "Nomination and Remuneration Policy" has been framed in accordance with the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee consists of three Directors viz. Shri. Zakir Hussain Munavar (Independent Director), Shri. Syed Munnawar Hussain (Independent Director) and Smt. Tikamchand Rakhi (Non-Executive Director).

Shri. Prakashchand Pramodh (Independent Director), member of the Committee resigned w.e.f June 13, 2019 and Shri. Zakir Hussain Munavar was appointed in his place w.e.f June 13, 2019.

During the year, three meetings of the Nomination and Remuneration Committee were held on 24.04.2019, 13.06.2019,

12.02.2020. There were no recommendations of the Nomination and Remuneration Committee which were not accepted by the Board.

SL. NO. NAME OF DIRECTOR MEETINGS ATTENDED
1 TIKAMCHAND RAKHI 3
2 SYED MUNNAWAR HUSSAIN 3
3 PRAKASHCHAND PRAMODH 1
4 ZAKIR HUSSAIN MUNAVAR 1

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The composition, powers, role and terms of reference of the Stakeholders Relationship Committee are constituted as per the Section 178 mentioned under the Companies Act, 2013. The Stakeholders Relationship Committee consists of three Directors viz. Shri. Zakir Hussain Munavar (Independent Director), Shri. Syed Munnawar Hussain (Independent Director) and Smt. Tikamchand Rakhi (Non-Executive Director).

The Stakeholders Relationship Committee oversees, inter-alia, redressal of Shareholders and Investor grievances, transfer/transmission/transposition of shares, Split, consolidation, issue of duplicate shares certificates, recording dematerialization/dematerialization of shares and related matters.

The detailed particulars of Investors complaints handled by the Company/Registrar & Share Transfer Agent during the year 2019-20 are as under:

Opening Balance Received during the year Resolved during the year Closing balance
NIL 1 (ONE) 1 (ONE) NIL

The complaint has been resolved to the satisfaction of the complainant and no investor complaint was pending at the beginning or at the end of the year. The Company has acted upon all valid requests for share transfer received during the year 2019-20 and no such transfer is pending at the end of the year.

During the financial year, one meeting of the Stakeholders Relationship Committee was held on 12.02.2020 and all the above three Directors attended the meetings.

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.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

In compliance with provisions of Section 177 of the Act read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has constituted Vigil Mechanism/Whistle Blower Policy for Directors, employees and vendors of the Company. The Whistle Blower Policy enables the Directors, employees and vendors to report concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct or ethics Policy, thereby ensuring that the activities of the Company are conducted in a fair and transparent manner. We further affirm that no employee has been denied access to the audit committee during the year 2019-20.

DIRECTORS RESPONSIBILITY STATEMENT:

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 Section 134 (5) of the Companies Act, 2013,

• in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

• 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 ofthe Company as at 31st March 2020 and of the profit of the Company for the year ended on that date;

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

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

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

• the Directors have devised proper systems to ensure compliance withthe provisions of all applicablelaws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The Company has a proper and adequate internal control system to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorized and recorded. It is ensured that information is provided to management in a reliable and timely manner.

The Internal Financial Control systems are adequate considering the present state of business. The company has established Internal Financial Control framework including internal control over financial reporting operating controls and fraud framework. The framework is revised regularly by the management.

Based on the periodical testing, the frame work is strengthened from time to time to ensure adequacy and effectiveness of Internal Financial Controls. The Report of the Statutory Auditors containing the Internal Financial Controls is given in Annexure -B of the Statutory Auditors Report for the year ended 31st March, 2020.

RISK MANAGEMENT:

Since the company does not engage in any activities at present, there are no active assets. Hence the company has not framed a risk management policy.

STATUTORY AUDITORS:

At the 27th Annual General Meeting of the Company, M N & Associates, Chartered Accountants, (Registration No. FRN 018167S) was appointed as the statutory auditors of the Company for a period of 5 years i.e. till the conclusion of 32nd Annual General Meeting.

I N FORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES:

In accordance with Section 136 (1) of the Companies Act, 2013, the Annual Report of your Company, containing inter- alia the audited accounts has been placed on the website of the Company at www.dhousingl.in

EXTRACT OF ANNUAL RETURN:

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

SECRETARIAL AUDITOR:

The Board has appointed Mrs. Aishwarya. N (CoP 20319), Company Secretary in Practice, to conduct Secretarial Audit for the Financial Year 2019-2020. The Secretarial Audit Report for the Financial Year 2019-2020 is provided in Annexure-1 which forms part of this Boards report.

COST AUDITOR:

The Business activity of the Company is not covered under Rule 3 of the Companies (Cost Record and Audit Rules, 2014). Accordingly, the maintenance of Cost records under Section 148(1) of the Companies Act, 2013 is not applicable.

PARTICULARS OF EMPLOYEES:

The information required pursuant to section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 and Companies (Particulars of Employees), Rules 1975, in respect of employees of the company and Directors is furnished in Annexure-2 which forms part of this Boards report.

There are no employees drawing remuneration in excess of the limits specified under Section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014.

PERFORMANCE EVALUATION:

The Board constantly evaluates the contribution and performance of Non-Executive and Independent Directors every year and periodically updates with the shareholders about their reappointment in consistent with applicable laws.

All the Non-Executive and Independent Directors are eminent and distinguished personalities having wide experience in the field of Business, Industry and Administration.

EXPLANATION OF BOARD ON QUALIFICATION OF STATUTORY AUDITORS & SECRETARIAL AUDITOR, IF ANY: During the year ended 31 st March 2020, there was no qualification, reservation or adverse remark made by the statutory auditor on the financial statements of the company.

Reply to the qualifications of the Secretarial Auditor: The Company is not under operations hence we have not appointed Internal Auditor during the financial year 2019-2020.

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

During the year 2019-20, 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.

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, 2020

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

Your Company does not carry on any manufacturing activity and accordingly the provision to furnish information as per Section 134 of the Companies Act, 2013, read with Rule 8 (3) of the Companies (Accounts) Rules 2014, the particulars relating to Conservation of energy, Research and Development and Technology Absorption are not applicable. There were no foreign exchange earnings and outgo during the period under report.

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, of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and secure work environment for its employees. The Company has put in place an "Anti-Sexual Harassment Policy" as required under The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. A Committee has also been set up to redress complaints received regarding sexual harassment and all employees of the Company are covered under this policy. 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.

DEMATERIALIZATION OF EQUITY SHARES:

As at 31st March 2020, 12, 75, 700 equity shares representing 42.53% 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.

MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion & Analysis Report on the business of the Company for the year ended 31st March 2020 is furnished here. We have included comments on all the specified matters to the extent relevant or within limits, that in our opinion are imposed by the Companys competitive position.

REVIEW OF OPERATIONS:

The financial review has been made available in the Boards report.

DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of financial statements, treatment as prescribed in the Accounting Standards have been followed. OUTLOOK:

The Company shall continue to review the business plans and take necessary actions in the best interest of the Company and safeguard the interest ofthe stake holders. The entire world has been impacted by the COVID-19 pandemic and your Company has not been spared the adverse effects of the Virus. The Company shall continue to look for business opportunities in the coming months post-lockdown to make sure that the Company becomes profitable in a sustainable manner in the long run.

OTHER MATTERS:

There are no further areas of risks /concerns outside the ordinary course of business foreseeable at this point of time. Internal control systems are found to be adequate and are continuously reviewed for further improvement.

There was no significant material orders passed by the regulators, Courts or Tribunals impacting the going concerns status and companies operations in future.

CAUTIONARY STATEMENT:

Statements in this "Management Discussion & Analysis" which seek to describe the Companys objectives, projections, estimates, expectations or predictions may be considered to be "forward looking statements" within the meaning of applicable securities laws or regulations. Actual results could differ materially from those expressed or implied.

Part C, D & E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015:

The above provisions are not applicable since the company was having paid up equity share capital not exceeding Rupees Ten crores and net worth not exceeding Rupees Twenty-five crores, as on the last day of the previous financial year.

Part F Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015:

Disclosures with respect to demat suspense account/ unclaimed suspense Account - There are no shares outstanding in demat suspense account or unclaimed suspense account.

ACKNOWLEDGMENT:

Your Directors would like to place on record their gratitude to the Members for their continued support and confidence. Your Directors would also like to express their sincere appreciation for the assistance and co-operation received from all the stakeholders of the Company during the year under review.

ON BEHALF OF THE BOARD OF DIRECTORS

Sd/- Sd/-
T. PADAM DUGAR TIKAMCHAND RAKHI
WHOLE-TIME DIRECTOR DIRECTOR
DIN:01735878 DIN: 07536466
Place: Chennai
Date: 24.08.2020