thacker company ltd Directors report

To the Members,

The Directors have pleasure in presenting the 145AnnuaI Report of the Company together with the Audited Financial Statements for the year ended ^31st March, 2023. The accounts are prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015, as amended (IND AS) and prescribed under Section 133 of the Companies Act, 2013.

FINANCIAL RESULTS (Amount in s. in 000)

	2022-23	2021-22
The gross profit before Interest and Depreciation	43,814.19	46,454.58
Less:
i)Financecost	17.20	21.64
ii)Depreciation and Amortization Expenses	15,548.68	17,239.65
The net prof it/(loss)	28,248.31	29,193.29
Less:
Current Tax Expense	5,732.00	4,324.45
Deferred Tax Charges I (Credit)	(1.14)	(2.94)
Income Tax of earlier years	(5.67)	350.41
Profit! (Loss)for the year	22,523.12	24,521.37
Balance carried forward from last years accounts	86,722.19	62,200.82
Balance proposed to be carried forward to next years accounts	1,09,245.31	86,722.19

CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to Section 129, 134 of the Companies Act 2013 (the Act), the Consolidated Financial Statement of the Company and its subsidiary prepared, in accordance with Schedule Ill of the Act and applicable Accounting Standards forms part of this Annual Report.

OPERATIONS:

The total revenue of the Company for the Financial Year 2022-23 is Rs.481 .25 lacs as against Rs.506.45 lacs in the previous year.

DIVIDEND:

With a view to conserve financial resources, the Directors do not recommend any dividend on equity shares for the year ended on 31st March 2023.

CHANGES IN THE CAPITAL STRUCTURE OF THE COMPANY:

There is no change in capital structure of the Company during Financial Year 2022-23.

TRANSFER TO RESERVES:

The Company has not transferred any amount to reserves, in the financial year 2022-23.

SUBSIDIARY COMPANY:

As at ^31s1 March 2023, the Company has one Subsidiary Company namely Fujisan Technologies Limited.

MERGER OF SUBSIDIARY COMPANY WITH THE COMPANY:

The Board has approved the Scheme of Merger by Absorption of Fujisan Technologies Limited, wholly owned subsidiary of the Company with the Company. The proposed Scheme will enable the Company to attain greater efficiency in the overall combined business including economies of scale, efficiency of operations, operational rationalization, organizational efficiency, cash flow management and unfettered access to cash flow, cost competitiveness, reduction in over heads expenses, eliminate inter corporate dependencies, minimize administrative compliances, maximize shareholder value, optimal utilization of resources, boost employee morale and provide better corporate performance. The said Scheme is in the interest of the Company and is in no way prejudicial to the interest of the shareholders, creditors or to the public in general.

The Company has filed an application, with the Honble National Company Law Tribunal, Mumbai Bench (NCLT) for approval of the scheme.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES:

Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, the information on the highlights of performance of Subsidiary, Associates and Joint venture Company and their contribution to the overall performance of the company during the period under report is provided in Annexure No.1 of this report.

The Form AOC -1 pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014 is annexed to the Financial Statements.

INTERNAL CONTROL SYSTEMS ANDTHEIR ADEQUACY:

The Board and the Audit Committee periodically review the internal control systems of the Company and the internal control systems are deemed adequate.

AUDIT COMMITTEE:

The Audit Committee comprises of Mr. V. K. Beswal (Chairman), Ms. Vrinda Jatia and Mr. B. R. Nadkarni, the Directors of the Company. Mr. V. K. Beswal and Mr. B. R. Nadkarni are Independent Directors.

FIXED DEPOSITS:

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

The Company has not borrowed any sums from any of its Directors, during the year.

TRANSFER OF AMOUNTSTO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, pursuant to the provisions of Section 125 of the Companies Act, 2013, no amount was due to be transferred to the Investor Education and Protection Fund.

AUDITORS:

M/s. P.R. Agarwal & Awasthi, Chartered Accountants have been appointed as Statutory Auditors of the Company at the 144th Annual General Meeting to hold office up to the conclusion of 149th Annual General Meeting.

M/s. P.R. Agarwal & Awasthi, have given their consent to act as the Auditors of the Company till conclusion of 149th Annual General Meeting. The Company has received a Certificate from M/s. P.R. Agarwal & Awasthi, to the effect that their appointment, would be within the prescribed limits under section 141 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified for appointment. The Shareholders will be required to ratify the appointment of the auditors and fix their remuneration at the ensuing Annual General Meeting.

For Financial Year 2022-23, there is no adverse remark or qualification in the Statutory Auditors Report as annexed.The Auditors have reported that there is no fraud on or by the Company noticed or reported during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Company has Board of Directors with total 6 Directors out of which 3 are Non-Executive Independent Directors and the remaining are Non-Executive Directors. By virtue of Section 149 of the Companies Act, 2013 and the rules made there under, the Independent Directors are not liable to retire by rotation.

In terms of provisions of the Companies Act, 2013, Mr. Arunkumar Mahabirprasad Jatia, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under the applicable provisions of the Companies Act, 2013 and confirming that they are not debarred from holding the office of Director by virtue of any Order of SEBI or any other such authority.

BOARD MEETINGS & COMMITTEE MEETINGS HELD DURING THE YEAR AND ATTENDANCE OF DIRECTORS:

As per Secretarial Standard on Board Meetings, the number and the dates of Board and Committee Meetings held during the year and the attendance of Directors are as follows.

(A) During the Financial Year 2022-23, 5 Board Meetings were held on the following dates:

25.05.2022 09.08.2022 11.11.2022 09.01.2023 07.02.2023

The intervening gap between the Meetings was within permissible period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI) and as per the Circulars issued by the Ministry of Corporate Affairs and SEBI.

B) During the Financial Year 2022-23, the Committee Meetings were held on the following dates:

Audit Committee	Nomination & Remuneration Committee	Borrowing & Investment Committee	Committee of Independent Directors	Share Transfer Approval Committee
25.05.2022	25.05.2022	-	-	25.05.2022
09.08.2022	-	22.09.2022	-	09.08.2022
11.11.2022	-	26.12.2022	-	11.11.2022
09.01 .2023	-	-	-	-
07.02.2023	07.02.2023	07.02.2023	07.02.2023	07.02.2023

(C) The number of Meetings attended by each Director is as follows:

Sr. No. Name of Director	No. of Board Meetings attended -	No. of Audit Committee Meetings attended	No. of Share Transfer Approval Committee Meetings attended	No. of Nomination & Remuneration Committee Meetings attended	No. of Borrowing & Investment Committee Meetings attended	No. of Independent Directors Committee Meetings attended
Mr Arun
1 KumarJatia- Mr. S.K.	5	N.A.	4	N.A.	3	N.A.
2 Bansal Ms.Vrinda	- 5	N.A.	4	N.A.	3	N.A.
Jatia		5	N.A	N.A.	N.A.	N.A.
Mr. VK Beswal			N.A.	2	N.A.	1
Mr. B. K. Khaitan	-	N.A.	N.A.	2	N.A.	1
Mr. B. R. 6 Nadkarni	-	5	N.A.	2	N.A.	1

SECRETARIAL AUDITOR:

Pursuant to provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, the Board has appointed M/s. Parikh & Associates, Practicing Company Secretary, Mumbai to conduct Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report for the financial year 2022-23 is annexed hereto as Annexure No. 2.

There are no observations, qualifications or adverse comments in the Secretarial Audit Report. The Company has complied with the applicable Secretarial Standards during the year issued by the Institute of Company Secretaries of India.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 read with the Rules prescribed therein, relating to Corporate Social Responsibility do not apply to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Investments made by the Company are within the limits of Section 186 of the Companies Act, 2013 and rules made there under as approved by Shareholders vide special resolution passed at ^136th Annual General Meeting of the Company. The brief summary of such transactions are provided in Annexure No.3 to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Pursuant to Section 134(3) and 188(1) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of all contracts and arrangements with Related Parties are provided in Form AOC-2 as Annexure No.4.

ANNUAL EVALUATION OF PERFORMANCE OF BOARD, DIRECTORS AND COMMITTEES:

As required under Companies Act 2013, a meeting of the Independent Directors was held on 7"February, 2023 to evaluate the performance of the Non-Independent Directors, wherein the evaluation of performance of the non-independent directors, including the Chairman and also of the Board as a whole was made, against pre-defined and identified criteria.

The criteria for evaluation of the performance of the Independent Directors, Chairman and the Board, was finalized by the Nomination and Remuneration Committee.The said committee has carried out evaluation of the performance of every director.

The performance of the Committees was also generally discussed and evaluated.

The said criteria is provided as Annexure No. 5 and is also available on the Companys website on http://thacker.co.in/images/Policies/Criteria -Senior- Management- Member-on-Board-of-Di rectors. pdf

FAMILIARISATION PROGRAMME:

The details of programmes for familiarization of Independent Directors with the Company is available on the Companys website on http://thacker.co.in/images/ Policies/familiarisation%20pr0gramme %20for% 20independent%20directors tcl.pdf

REMUNERATION POLICY:

Pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013, the Nomination and Remuneration Committee has determined, recommended and approved remuneration policy and recommended to the Board of Directors. The said policy is provided as Annexure No. 6 and is also available on the Company website: http://thacker.co.in/images/Policies/ Remuneration%20 Policy TCL.pdf

RISK MANAGEMENT POLICY:

The Company does not have any Risk Management policy as the elements of risk threatening the Companys existence are very minimal.

WHISTLE BLOWER MECHANISM:

The Company has a Whistle Blower Policy / Vigil Mechanism. The said policy has been made keeping in view, the amendments in the Companies Act, 2013 and may be referred to, at the Companys website on: http://thacker.co.in/images/PoliciesNigil%20Mechanism Whistle%20Blower%20Pol icy. pdf

PARTICULARS OF EMPLOYEES:

Pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the statement giving required details is given in the Annexure No. 7t0 this Report.

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

An Internal Complaints Committee (Sexual Harassment Committee) has been constituted, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to deal with the complaints, if any, from the Company and other Companies in the Pudumjee Group.

During the year under review, there was no complaint of discrimination and harassment (including Sexual Harassment) received by the Committee.

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

In view of the nature of business activities, the information required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is not applicable. The Company however uses information technology in its operations.

During the year under review, there was no foreign exchange gain/(loss) and foreign exchange outgo/expenditure was NIL.

MAINTENANCE OF COST RECORDS:

The Company is not required to maintain cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, and accordingly such accounts and records have not been made/maintained by the Company.