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Dugar Housing Developments Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 0.24 Cr. P/BV -0.34 Book Value (Rs.) -23.39
52 Week High/Low (Rs.) 8/6 FV/ML 10/1 P/E(X) 27.56
Bookclosure 05/09/2023 EPS (Rs.) 0.29 Div Yield (%) 0.00
Year End :2014-03 
Dear Members

The Directors have great pleasure in presenting the Twenty Second Annual Report on the business and operations of your company together with Audited Accounts of the Company for the year ended 31st March 2014 and the Auditors' report thereon.

FINANCIAL RESULTS

                                           (Amount In Rs.)

Particulars                                 Standalone

                                          2013-14          2012-13

Other Income                             11,53,910       5,45,000

Expenditure                              10,33,495       3,33,999
Depreciation and amortization expenses 30,161 36,781

Profit/(Loss) before tax                  1,20,415       2,11,001
Less: Provision for

Current Tax                                     --             --

Deferred Tax                                    --             --

Profit / (Loss) after Tax                 1,20,415        2,11,001
BUSINESS OUTLOOK

Real estate sector is burdened with high costs because of which there is little possibility of reduction in home prices in most micromarkets. Construction cost has increased by 40% in two years, while government taxes and premiums have also gone up substantially. This eliminates any scope for reduced prices, despite the weak market. Banks' reluctance to lend to real estate companies has led to increased cost of borrowing, adding to the overall cost. In fact, these factors will also result in an increase in prices in improved market conditions. The housing industry will revive at a faster pace if a stable government is formed after the general elections in 2014.

The Confederation of Real Estate Developers' Associations of India (CREDAI) has identified demand from tier-II and tier-III cities as an impetus for better real estate solutions. With rapid land and infrastructure development in smaller cities and towns, assisted by bank loans, higher earnings and improved standards of living, housing and construction demand will increase here.

The recent move to introduce Reits, or Real Estate Investment Trusts, is a progressive one as well. Reits are a great instrument to tap cash flow into the Indian economy, and help smaller investors access income-generating real estate assets. It will help both developers and investors, through better financing and investment options. This will give the Indian real estate market more depth. Providing tax incentives to REITs for investment in housing, especially the affordable housing sector, will increase chances of its success.

FIXED DEPOSITS, LOANS & ADVANCES

Your Company has not accepted any deposits from the public, or its employees during the financial year. Being the company does not have any subsidiary company/s the disclosure in pursuant to Clause 32 of the Listing Agreement, with regard to loans /advances and investments in its own shares by the listed companies, their subsidiaries, associates etc is not required

SUBSIDIARIES / JOINT VENTURES

The company does not have any Subsidiaries and Joint Venture Company. Therefore the company is not required to present in its Annual Report, the consolidated financial statements of holding Company and all of its subsidiaries duly audited by its statutory auditors.

DIVIDEND:

Your Directors are not recommending dividend for the year ended 31st March 2014.

STATUTORYSTATEMENTS

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

Your Company does not carry on any manufacturing activity and accordingly the provision to furnish information as per Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, particulars relating to Conservation of energy, Research and Development and Technology Absorption is not applicable.

Foreign Exchange Earnings: Nil

Foreign Exchange Outgo : Nil

PARTICULARS OF EMPLOYEES

During the year under review there were no employees covered under section 217(2A) of the Companies Act, 1956. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

b) the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2014 and of the profit / loss of the Company for the year ended on that date.

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the annual accounts have been prepared on a going concern basis INTERNAL CONTROLS AND THEIR ADEQUACY:

The internal control systems are commensurate to the size of the operations of the Company. Whenever it is required, the systems and procedures are upgraded to suit the changing business needs.

STATEMENT PURSUANT TO LISTING AGREEMENT

The company's securities are listed with Bombay Stock Exchange Limited, Mumbai and Madras Stock Exchange Limited, Chennai and it has paid the respective annual listing fees up-to-date and there are no arrears.

REVOCATION OF SUSPENSION IN TRADING OF EQUITY SHARES

Your Directors happy to inform you that pursuant to the application made to the BSE Limited for the best interest of the Company and stakeholders after due compliance of the legal requirements BSE vide their Notice No. 20130826-10 dated August 26, 2013 informed the trading members and also to Company that the suspension in trading of equity shares of the Company will be revoked with effect from Friday, August 26, 2013and according your Company equity shares are listed with the BSE Limited.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company is managed by Mr.T.Padam Dugar, Whole Time Director, under strict supervision of the Board of Directors. The Board of Director of the Company consist of Mr.T.Padam Dugar, Mr.T.Ramesh Dugar, Mr.N.Tarachand Dugar, Mr.Deivasigamani Karunanidhi, Mr.Gouthamchand and Mr.Prakashchand Pramodh.

In compliance with the provisions of the Companies Act, 2013 in accordance with the Company's Articles of Association, Mr.N.Tarachand Dugar, retire at this Annual General Meeting and being eligible, offers themselves for re-appointment.

Mr.Gouthamchand, and Mr.Prakashchand Pramodh, were co-opted as an Additional Directors of the Company with effect from September 27, 2013, pursuant to the provisions of section 260 of the Companies Act, 1956. They holds office of the Director up to the date of ensuing Annual General Meeting. Your Directors recommends the resolution in relation to appointment of Mr.Prakashchand Pramodh and Mr.Prakashchand Pramodh as a Directors for the approval by the members of the Company.

The Company has also received the requisite disclosures/declarations from Mr.Deivasigamani Karunanidhi, Mr.Gouthamchand and Mr.Prakashchand Pramodh stating that they meet with the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013. In terms clause 49 of the Listing Agreement, their tenure of office of independent Director has not been specified, therefore they shall hold office as Independent Director such till the conclusion of the ensuing AGM. Therefore the Board of Director proposed to appoint Mr.Deivasigamani Karunanidhi, Mr.Gouthamchand and Mr.Prakashchand Pramodh as Independent Directors of the Company under the Companies Act, 2013 to hold office for 5 (Five) years.

In terms of section 149(1) of the Companies Act, 2013 and clause 49 of the Listing Agreement the Every Listed Company should have at least One Women Director in the Board. Further, in terms of section 203 of the Companies Act, 2013 and read Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company and every other public company having a paid-up share capital of ten crore rupees or more shall have whole-time key managerial personnel. Your Company is taking effective steps to make such appointments.

Profile of all these Directors under Clause 49 of the Listing Agreement with the Stock Exchanges in respect of Directors seeking appointment at the Annual General Meeting are provided in the Corporate Governance Report and in the Explanatory Statement to the Notice.

Further during the year Mr. Prasanth C Jain and Ms. R.Vijayalakshmi, were resigned due to personal reasons on September 27, 2013. Your Directors wishes to express their sincere appreciation for the valuable services rendered by the resigned Directors during their respective tenure as Director of the Company.

DISCLOSURES OF PARTICULARS OF CONSTITUTING "GROUP" PURSUANT TO REGULATION 3(1)(E) OF THE SEBI(SUBSTANTIAL ACQUISITION OF SHARES & TAKEOVERS) REGULATIONS, 1997.

Pursuant to an information from the promoters, the name of the promoters and entities comprising group as defined under Monopolies and Restrictive Trade Practice (MRTP) Act, 1969, are as under for the purpose of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997.

N.Tarachand Dugar  T.Padam Dugar       T.Ramesh Dugar    Dugar Ins India
                                                         Pvt Ltd

Dugar Housing Ltd  Goodworth Properties Lazer Housingl   Pushpa Dugar
                                        Private Limited

P.Annjana Dugar     Shruthi Dugar         Sachi Jain       Jayshree Jain

R.Sonali Dugar            -                    -                   -
COMPLIANCE CERTIFICATE

As per the Provisions to sub section (1) of Section 383A of Companies Act, 1956 Every Company having a paid up Share Capital of Rs.10 lakhs or more But less than Rs.5 Crores is required to file with the Registrar of Companies a Compliance Certificate from a Company Secretaries in Practice, and the said Certificate required to be attached with the Board's Report.

Members are hereby informed that, M/s.Rabi Narayan & Associates, Company Secretaries, Chennai, is our Company Secretary to issue Compliance Certificate and Compliance Certificate issued by them are enclosed herewith are forming part of this report.

AUDITORS

M/s.Krishnakumar & Associates, Chartered Accountants, (Registration No. FRN 006853S), Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from all of them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

AUDITORS' REPORT

The Auditors' Report to the members on the Accounts of the Company for the financial year ended March 31,2014 does not contain any qualification.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALYSIS

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Company's Auditors confirming compliance and a Report of Management Discussion and Analysis is also annexed separately and forms part of this Report. The Whole Time Director and Chief Financial Officer of the Company have issued necessary certificate to the Board in terms of Clause 49(V) of Listing Agreement for the financial year ended March 31,2014.

GREEN INITIATIVES

Electronic copies of the Annual Report 2014 and Notice of the 33rd AGM are sent to all members whose email addresses are registered with the company /Depository Participant(s).For members who have not registered their email addresses, physical copies of the Annual Report 2014 and the Notice of the 33rd AGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act 2013 and Rule 20 of the Companies (Management and Administration) Rules 2014.The instructions for e-Voting is provided in the Notice.

ACKNOWLEDGEMENT

The Directors take this opportunity to thank our Bankers, ICICI Bank Ltd, Egmore Branch, Chennai 600008, State Government, other statutory bodies for their unstinted and consistent support to the Company. Your Directors place on the record their appreciation of the dedicated service of the employees of the Company at all levels for the growth of the company.

                         For and on behalf of the Board of Directors of
                 For DUGAR HOUSING DEVELOPMENTS LIMITED

                          N.Tarachand Dugar        T.Padam Dugar
                          Director                 Whole Time Director
Chennai Dated 22nd day of August 2014


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