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Thacker & Co. Ltd. — Annual Report 2020
Jul 21, 2020
62883_rns_2020-07-21_1e1e908b-d0d0-45a1-a59c-7d5411b2cdf6.pdf
Annual Report
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21th July, 2020
The Manager, Corporate Relationship Department, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.
Scrip Code: 509945
Sub: Annual General Meeting- Annual Report 2019-2020 and Intimation of Record Date
Dear Sir/Ma'am,
The 142nd Annual General Meeting (AGM) of the Company" will be held on Thursday, 13th August, 2020 at 12.00 noon (IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") without physical presence of the Members at Common Venue.
Pursuant to Regulation 34 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), we are submitting herewith the Annual Report of the Company along with the Notice of AGM for the financial year 2019-2020 which is being sent through electronic mode to the Members.
Pursuant to Section 91 of the Companies Act, 2013 and Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Register of Member and Share Transfer Books of the Company will remain closed from Friday, the 07th day of August, 2020 to Thursday, 13th day of August, 2020 (both days inclusive) for the purpose 142nd Annual General Meeting of the Company.
The Annual Report containing the Notice is also uploaded on the Company's https://www.thacker.co.in
Kindly acknowledge receipt of the same.
Thanking you,
Yours faithfully, For Thacker And Company Limited
Reena Rapheal Company Secretary Encl : As above.

THACKER AND COMPANY LIMITED
DIRECTORS:
Arun Kumar Jatia - Chairman Surendra Kumar Bansal Basant Kumar Khaitan Vinod Kumar Beswal Bhalchandra Ramakant Nadkarni Vrinda Jatia
BANKERS:
IDBI Bank Ltd.
AUDITORS: M/s ADV & Associates Chartered Accountants
REGISTRAR & TRANSFER AGENTS:
Satellite Corporate Services Private Limited Unit: Thacker And Company Limited Unit No.49, Building no. 13AB, 2nd Floor, Samhita Commercial Co-op. Soc. Ltd. Off Andheri Kurla Road, MTNL Lane, Sakinaka, Mumbai 400 072
Demat Stock Code: INE077P01 034
EQUITY SHARES ARE LISTED AT: BSE LIMITED
REGISTERED OFFICE
Bhogilal Hargovindas Building, Mezzanine Floor, 18/20, K. Dubhash Marg, Mumbai 400 001 CIN : L21098MH1878PLC000033
CORPORATE OFFICE
60, Jatia Chambers, Dr. V. B. Gandhi Marg, Fort, Mumbai - 400 001.
NOTICE
Notice is hereby given that the One Hundred Forty Second Annual General Meeting ('AGM') of the Members ofTHACKERAND COMPANY LIMITED ('the Company') will be held on Thursday, 13th day of August, 2020 at 12.00 noon (1ST) through Video Conference ("VC") I Other Audit Visual Means (OAVM) without physical presence of the Shareholders at a common venue, to transact the following businesses:
ORDINARY BUSINESS
- To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2020, including the Audited Balance Sheet as at 31 March, 2020 and the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and the Reports of the Board of Directors and Auditors thereon
-
- To appoint a Director in place of Mr. Arun Kumar Mahabir Prasad Jatia (DIN 01104256), who retires by rotation and being eligible, offers himself for re-appointment
-
- To approve and ratify the appointment of M/s. ADV & Associates, Chartered Accountants (Firm Registration No. 128045W), as the Statutory Auditors of the Company for FY2020-21 and to consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution.
"RESOLVED THAT pursuant to Section 139 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the appointment of M/s.ADV & Associates, Chartered Accountants (Firm Registration No.128045W), as the Statutory Auditors of the Company to hold office from the conclusion of the 142 nd Annual General Meeting till the conclusion of 143rd Annual General Meeting of the Company, be and is hereby approved and ratified by the Members of the Company, on such remuneration as may be fixed by the Board of Directors of the Company".
SPECIAL BUSINESS
- To consider related party transactions and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
"RESOLVED THAT the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as "the Board" which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this resolution) to the undernoted subsisting contracts already entered into or to be entered into and further authorized to deal in related party transaction(s) as under:
| Sr. No. | Name of the Related ature of Transactions Nature |
Aggregate Amount | Duration of Agreement |
|
|---|---|---|---|---|
| Pudumjee Paper Products Limited |
Arrangement/Agreement to provide/accept Inter - Corporate Deposits |
An amount remaining outstanding Repayable on during any financial year not Demand 2000 Lakhs. Rate exceeding of Interest : Upto 10.00% p.a. but Continuous not less than 9.00% p.a. |
Arrangement | |
| 2 | AMJ Land Holdings Limited (Formerly known as Pudumjee Pulp & Paper Mills Limited) |
Arrangement/Agreement to provide/accept Inter - Corporate Deposits |
An amount remaining outstanding Repayable on during any financial year not exceeding 2,000 Lakhs. Rate of Interest: Upto 10.00% p.a. but not less than 9.00% p.a. |
Demand Continuous Arrangement |
| Leave and License Agreement for 100 sq.mtrs located at ground floor of the premises situated at Jatia Chambers, 60, Dr.V.B. Gandhi Marg, Mumbai - 400 001 for business purpose. |
10,800 per month | 15th October, 2017 to 15th October, 2020 |
||
| 3 | 3P Land Holdings Limited (Formerly known as Pudumjee Industries Limited) |
Arrangement/Agreement to provide/accept Inter - Corporate during any financial year not Deposits |
An amount remaining outstanding Repayable on exceeding 2,000 Lakhs. Rate of Interest: Upto 10.00% p.a. but not less than 9. 00% p.a. |
Demand Continuous Arrangement |
| 4 | Fujisan Technologies Limited |
Arrangement/Agreement to provide/accept Inter- Corporate Deposits |
An amount remaining outstanding Repayable on during any financial year not Demand 10.00% p.a. but exceeding not less than 9.00% p.a |
Continuous Arrangement |
| No - Objection to use premises of the Company as registered office address of Fujisan Technologies Limited |
- | - | ||
| 5 | Arun Kumar Jatia | Arrangement/Agreement to accept loans |
An amount remaining outstanding Repayable on during any financial year not Demand exceeding 500 Lakhs. Rate of Interest : Upto 9.00% p.a. but Continuous not less than 7.00% p.a. |
Arrangement |
| 6 | Chem Mach Private Limited |
Arrangement/Agreement to provide/accept Inter - Corporate Deposits |
An amount remaining outstanding Repayable on during any financial year not Demand exceeding 1500 Lakhs.Rate of Interest : Upto 9.00% p.a. but Continuous not less than 7.00% p.a. |
Arrangement |
| No -Objection to use premises of the Company as registered office address of Chem Mach Private Limited |
- | - | ||
| 7 | Suma Commercial Private Limited |
Arrangement/Agreement to provide/accept Inter - Corporate Deposits |
An amount remaining outstanding during any financial year not exceeding 100 Lakhs. Rate of Interest: Upto 9.00% p.a. but not less than 7.00% p.a. |
|
| No - Objection to use premises of the Company as registered office address of Suma Chemical Private Limited |
- | - | ||
| 8 | Pudumjee Plant Laboratories Limited |
Arrangement/Agreement to provide/accept Inter - Corporate Deposits |
An amount remaining outstanding Repayable on during any financial year not Demand 100 Lakhs.Rate of exceeding Interest: Upto 9.00% p.a. but Continuous not less than 7.00% p.a. |
Arrangement |
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things as it may, deem necessary, and to execute all necessary documents.
- To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution.
"RESOLVED THAT pursuant to Section 185 and other applicable provisions of the Companies Act, 2013 read with Companies (Amendment) Act, 2017 and Rules made thereunder, the Board of Directors of the Company be and is hereby authorized to advance any loan including any loan represented by a book debt or give any guarantee or provide any security in connection with any loan taken by any person in whom any of the Directors of the Company is interested (i.e. any private Company of which any such Director is a Director or member, any body corporate at a general meeting of which not less than twenty-five percent of the total voting power may be exercised or controlled by any such Director, or by two or more such directors, together; or any body corporate, the Board of Directors, Managing Director or Manager, whereof is accustomed to act in accordance with the directions or instructions of the Board, of any Director or Directors, of the lending company), provided that such loans are utilized by the borrowing company for its principal business activities and in particular to the following companies, in which one or more Director(s) may be deemed to be interested on the terms and conditions stated against their respective names:
| Sr. No. | Name of the Company | Amount not | Rate of Interest p.a. (in case of ICDS) |
Commission (in case of guarantee) |
|---|---|---|---|---|
| Pudumjee Paper Products Limited |
20 Crores | Upto 10.00% p.a. but not less than 9.00% p.a. |
NIL | |
| 2 | AMJ Land Holdings Limited (Formerly known as Pudumjee Pulp & Paper Mills Limited) |
20 Crores | Upto 10.00% p.a.but not less than 9.00% p.a. |
NIL |
| 3 | 3P Land Holdings Limited (Formerly known a s Pudumjee Industries Limited) |
20 Crores | Upto 10.00% p.a. but not less than 9.00% p.a. |
NIL |
| 4 | Chem Mach Private Limited | 10 Crores | Upto 9.00% p.a. but not less than 7.00% p.a. |
NIL |
| Suma Commercial Private Limited |
10 Crores | Upto 9.00% p.a. but not less than 7.00% p.a. |
NIL | |
| 6 | Pudumjee Plant Laboratories Limited |
20 Crores | Upto 9.00% p.a. but not less than 7.00% p.a. |
NIL |
RESOLVED FURTHER THAT, the Board be and is hereby authorized to finalize, sanction and disburse the said loans, guarantee and security and also to delegate all or any of the above powers to Committee of Directors or any Director(s) of the Company and generally to do all acts, deeds, matters and things that may be deemed necessary, proper and incidental for the purpose of giving effect to this Resolution."
By Order of the Board of Directors
For Thacker And Company Limited
Sd!- Reena Raphel Company Secretary
Place: Mumbai
Date: 25th June, 2020
Registered Office: Bhogilal Hargovindas Building, Mezzanine Floor, 18/20, K. Dubhash Marg, Mumbai-400001, India. Tel: 91-22-30213333 Fax: +91-22-43553345, Web-Site: www.thacker.co.in, E-mail: [email protected] CIN: L21098MH1878PLC000033 Corporate Office: Jatia Chambers, 60, Dr. V. B. Gandhi Marg, Mumbai-400 001
Notes:
-
- The Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013 in respect of the above Item Nos. 4 & 5 annexed hereto
-
- In view of the continuing Covid-1 9 pandemic and restrictions on the movements apart from social distancing, the Ministry of Corporate Affairs ('MCA") has vide its circular dated 5th May, 2020 read with circulars dated 8th April, 2020 and 13th April, 2020 (collectively referred to as "MCA Circulars") and SEBI Circular dated 12 1h May, 2020 permitted holding of the Annual General Meeting of companies through Video Conferencing or Other Audio Visual Means ('VC" or "OAVM"), without the physical presence of the Shareholders at common venue.
-
- e-AGM: The Company has appointed National Securities Depository Limited (NSDL) to provide Video Conferencing facility for the e-AGM.
-
- PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013, A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TOAPPOINTA PROXY TOATTENDAND VOTE ON HIS/HER BEHALF AND THE PROXY NEED NOT BE MEMBER OF THE COMPANY. SINCE THIS AGM IS BEING HELD PURSUANT TO THE MCA CIRCULARS THROUGH VC, PHYSICAL ATTENDANCE OF MEMBERS HAS BEEN DISPENSED WITH. THEREFORE, THE FACILITY FOR APPOINTMENT OF PROXIES BY THE MEMBERS WILL NOT BE AVAILABLE FOR THE E-AGM AND HENCE THE PROXY FORM AND ATTENDANCE SLIP ARE NOTANNEXED TO THIS NOTICE.
-
- In compliance with the applicable provisions of the Companies Act, 2013 read with the MCA Circulars and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the 142 Annual General Meeting of the Company is being conducted through Video Conferencing ("VC")(hereinafter referred to as "AGM" or "e-AGM"). The proceedings oftheAGM shall be deemed to be conducted at the Registered Office of the Company which shall be the deemed Venue of thee-AGM.
-
- Institutional Members/ Corporate Members (i.e. otherthan Individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG format) of the relevant Board Resolution/Authority letter, etc., authorising its representative to attend the e-AGM on its behalf and to vote through remote e-voting or during the e-AGM. The said Board Resolution/Authorisation shall be sent to the Scrutinizer through registered e-mail address to [email protected] a copy marked to [email protected] and [email protected];
-
- The Members can join the e-AGM through Video Conferencing 15 minutes before and after the scheduled time of the commencement of the e-AGM by following the procedure mentioned in the Notice. The facility of participation at the e-AGM through VC will be available on a first-Come Firstserved basis as per the MCA Circular. However, this restriction not apply to Large Shareholders (Shareholders holding 2% or more Shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, Chairman of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc.
-
- The Members attending the AGM through Video Conferencing shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
-
- In compliance with the aforesaid MCA Circulars and SEBI Circular dated 12th May, 2020, Notice of the e-AGM along with the Annual Report 2019-2020 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. Members may note that the Notice calling the AGM and the Annual Report 2019-2020 will also be available on the Company's website www.thacker.co.in , websites of the Stock Exchanges i.e. BSE Limited and on the website of National Securities Depositories Limited (NSDL) at www.evoting.nsdl.com.
- 10 Since the AGM will be held through VC, the Route Map is not annexed in this Notice.
-
- Members seeking any information with regard to the account or any matter to be placed at the AGM, are requested to write to the Company mentioning their name, demat account number/folio number, email id, mobile number on or before 05t August, 2020 through email on [email protected].
-
- The Register of Members and Share Transfer Books of the Company will be closed from Friday, the 07th day of August, 2020 to Thursday, 13th day of August, 2020 (both day inclusive)
-
- Documents referred to in the Notice and the explanatory statement shall be available for inspection by the Members through e-mail. The Members requested to send an e-mail to [email protected]
-
- Electronic copies of the Register of Directors and Key Managerial Personnel and their Shareholding, will be available for inspection by the Members at the time of theAGM.
-
- As per Regulation 40 of the SEBI Listing Regulations, as amended securities of listed companies can be transferred only in dematerialised form with effect from 01st April, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares, Members holding shares in physical form are requested to convert their holdings to dematerialised form. Members can contact with the Company or Company's Registrarand Share TransferAgent for assistance in this regard.
-
- As perthe provisions of the CompaniesAct, 2013, facility for making nominations is available to the members in respect of the shares held by them. Nomination forms can be obtained from the Company's Registrars and Share Transfer Agents by Members holding shares in physical form. Members holding shares in electronic form may obtain Nomination forms from their respective Depository Participant.
-
- Further pursuant to Rule 18(1) of the Companies (Management and Administration) Rules, 2014, the Company needs to send the Notice, Annual Report electronically on the e-mail addresses as obtained from the Company! Depositories! Registrar and Share TransferAgent to the members.
-
If you are holding the shares of the Company in dematerialized form and already registered your e-mail address, you would be receiving the Notices of AGM along with Annual Report by electronic mode.
The Members who hold shares in physical mode and have not registered their e-mail address can request the Company to receive Notices of AGM along with Annual Report and other shareholders communication by electronic mode by registering their valid e-mail address by email to Corporate M/s Satellite Services Private Limited, Registrar and Transfer Agent at servicesatellitecorporate.com /Company [email protected]
Members are requested to support this Green Initiative by registering/updating their e-mail addresses, with the Depository Participant (in case of Shares held in dematerialised form) or with Company's Registrar and Share Transfer Agent, M/s. Satellite Corporate Services Pvt. Ltd(in case of Shares held in physical form).
- Instructions for voting through e-voting and joining the e-AGM as follows:
A. Voting through electronic means:
- Pursuant to provision of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended by the Companies (Management and Administration) Rules, 2015 and the Companies (Management and Administration) Rules, 2016 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide to its Members facility to exercise their right to vote on all resolutions set forth in this Notice through e-Voting Services. The facility of casting the votes by the Members using an electronic voting system from a place other than venue of the Annual General Meeting ("remote e-voting") will be provided by NSDL appointed for the purpose by the Company as authorised agency. Remote e-voting is optional.
- The remote e-voting period begins on Monday, 10th August, 2020 at 9.00 A.M. and ends on Wednesday, 12th August, 2020 at 5.00.p.m. During this period Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Thursday, 06th August, 2020 may cast their vote electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution in cast by the Member, the Member shall not be allowed to change it subsequently.
- The Member who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast vote again.
• The voting rights of Members shall be in proportion to their shares of the paid up equity share capital of the Company as on 06'August, 2020.
The detailed instructions for remote E-Voting are as under:
Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/ Step 2: Cast your vote electronically on NSDL e-Voting system.
Details on Step I are mentioned below:
-
- Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com!eitheron a Personal Computer or on a mobile.
-
- Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholders' section.
-
- A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on xe-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
-
Your User ID details are given below:
| Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical |
Your User ID is: |
|---|---|
| a) For Members who hold | 8 Character DP ID followed by 8 Digit Client ID |
| shares in demat account | For example, if your DP ID is 1N300*** and Client |
| with NSDL. | ID is 12** then your user ID is |
| IN30012***. | |
| b) For Members who hold | 16 Digit Beneficiary ID |
| shares in demat account | For example, if your Beneficiary ID is |
| with CDSL. | 12** then your user ID is |
| 12** | |
| c) For Members holding | EVEN Number followed by Folio Number registered |
| shares in Physical Form. | with the company |
| For example, if folio number is 001*** and EVEN is | |
| 101456 then user ID is 101456001*** |
-
- Your password details are given below:
- a) If you are already registered for e-Voting, then you can use your existing password to login and cast yourvote.
- b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
-
c) How to retrieve your 'initial password'?
- i) If your email ID is registered in your demat account or with the Company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox from evoting©nsdl.com. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
- ii) In case you have not registered your email address with the Company/Depository, please follow instructions mentioned below in this notice.
-
- If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
- a) Click on "Forgot User Details/Password?" (If you are holding shares in your demat accountwith NSDLor CDSL) option available on www.evoting.nsdl.com
- b) "Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com
- c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting©nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.
- d) Members can also use the OTP (One Time Password) based login for casting the voteshe e-Voting system of NSDL.
-
- After entering your password, click on Agree to "Terms and Conditions" by selecting on the check box.
-
- Now, you will have to click on "Login" button.
-
- After you click on the "Login" button, Home page of e-Voting will open.
Details on Step 2 is given below:
How to cast your vote electronically on NSDL e-Voting system?
-
- After successful login at Step 1, you will be able to seethe Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.
-
- After click on Active Voting Cycles, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
-
- Select "EVEN" of company forwhich you wish to cast yourvote.
-
- Now you are ready for e-Voting as the Voting page opens.
-
- Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
-
- Upon confirmation, the message "Vote cast successfully" will be displayed.
-
- You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
-
- Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
B. Voting at the e-AGM:
-
- The procedure for e-Voting on the day of the e-AGM is same as the instructions mentioned above for remote e-voting.
-
- Only those Members/Shareholders, who will be present in the e-AGM through Video Conferencing facility and have not casted vote through remote e-Voting are eligible to vote through e-Voting in the e-AGM.
-
- However, Members/Shareholders, who have voted through Remote e-Voting will be eligible to attend the e-AGM.
C. General guidelines for Members:
- It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
-
- In case of any queries relating to e-voting you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.comor call on toll free no.: 1800-222-990 or send a request at evotingnsdl.co.in
In case of any grievances connect with facility for e-voting, please contact with Ms. Megha Malviya, Assistant Manager, NSDL, e-mail: meghamnsdl.co.in Tel.: 022-42165335 / Toll free no.: 1800-222-990 4" Floor, 'A' Wing, Trade World, Kamala Mills Compound, Senapati BapatMarg, Lower Parel, Mumbai 400 013.
Process for registration of email address for obtaining Annual Report and user id I password fore-voting:
The Members whose email ids are not registered are requested to get their e-mail ID registered, as follows:
-
- Shares in Physical Mode: please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to M/s Satellite Corporate Services Private Limited, Registrar and Transfer Agent at [email protected] /Company [email protected]
-
- Shares in Dematerialized Mode:Please contact with your Depository Participant (DP) and register your email address, as perthe process advised byyourDP
D. Instructions for Members for attending theAGM through VCIOAVM are as under:
- Member will be able to attend the AGM through VC/OAVM or view the live webcast of AGM provided by NSDL at https://www.evoting.nsdl.com by using their remote e-voting login credentials and selecting the EVEN for CompanysAGM. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush. Further Members can also use the OTP based login for logging into the e-Voting system of NSDL.
-
- Members are encouraged to join the Meeting through Laptops for better experience.
-
- Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
-
- Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
-
- Members who would like to express their views/have questions, may send their request from their registered email address mentioning their name, DP ID and Client ID/Folio Number, PAN, Mobile Number at [email protected] on or before 05th August, 2020. During the meeting the chat box will be provided to ask questions. The questions received through chat box will be replied atAGM or replied individually through email as may be decided by the chairman.
-
In case of any queries connected with attending AGM through VC, please contact with Ms. Megha Malviya, Assistant Manager, NSDL, e-mail: meghamnsdl.co.in Tel.: 022- 42165335/Toll free no.: 1800-222-990 4th Floor, 'A' Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013.
E. Other Instructions:
-
- Mr. P.N. Parikh failing him Mr Mitesh Dhabliwala and failing him Ms Sarvari Shah of Parikh & Associates have been appointed as the Scrutinizer to scrutinize the e-voting process and voting at the e-AGM in a fair and transparent manner.
-
- The Scrutinizer shall, immediately after the conclusion of voting at the e-AGM, first count the votes cast at the meeting, thereafter unblock the votes cast through remote evoting in the presence of at least two witnesses, not in the employment of the Company and make, not later than three days from the conclusion of the meeting, a consolidated scrutiniser's report of the total votes cast in favour or against, if any, to the Chairman of the Company, who shall countersign the same.
-
- The results declared alongwith the Scrutiniser's Report shall be placed on the Company's website www.thacker.co.inand on the website of NSDL www.evoting.nsdl.com and communicated to the BSE Limited, where Equity Shares of the Company are listed.
By Order of the Board of Directors For Thacker And Company Limited Sd/- Reena Raphel Company Secretary
Place: Mumbai Date: 25th June2020
Registered Office: Bhogilal Hargovindas Building, Mezzanine Floor, 18/20, K. Dubhash Marg, Mumbai-400001, India Tel: 91-22-30213333 Fax: +91-22-43553345,
Web-Site : www.thacker.co.in;
E-mail : [email protected];
CIN : L21098MH1878PLC000033
Corporate Office : Jatia Chambers, 60, Dr. V. B. Gandhi Marg, Mumbai-400 001
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
Item No.4
The following agreements/arrangements already entered into and the transactions to be continued with related party/ies as specified in the proposed ordinary resolution are placed for your approval.
As mentioned in the resolution, all the arrangements/agreements are repayable on demand and on a continuous basis.
| Sr.No. | Name of the Related Party Nature of Transactions | Aggregate Amount | Interested Director | ||
|---|---|---|---|---|---|
| Limited | Pudumjee Paper Products Arrangement/Agreement to provide/accept Inter-Corporate Deposits |
An amount remaining outstanding during any financial year not exceeding S. K. Bansal , Mr. V. K. 2,000 Lakhs. Rate of Interest: p o 0 0 p.a. but not less than 9.00/0 p.a. holds more than 2% of |
Common Directors are Mr. A. K. Jatia, Mr. Beswal and Mr. B. K. Khaitan. Mr. A. K. Jatia along with his relatives the paid up capital of the Company. |
||
| 2 | (Formerly known as Pudumjee Pulp & Paper Mills Limited) |
AMJ Land Holdings Limited Arrangement/Agreement to provide/accept Inter-Corporate Deposits |
An amount remaining outstanding during any financial year not exceeding S. K. Bansal and 2,000 Lakhs. Rate of Interest: Upto 10.00% p.a. but not less than 9.00% p.a. with his relatives holds |
Common Directors are Mr. A. K. Jatia, Mr. Mr. V. K. Beswal. Mr. A. K. Jatia along |
|
| Leave and License Agreement for 10.800 per month 100 sq.mtrs located at ground floor of the premises situated at Jatia Chambers, 60, Dr.V.B. Gandhi Marg, Mumbai —400 001 for business purpose. |
more than 2% of the paid up capital of the Company. |
||||
| 3 | 3P Land Holdings Limited (Formerly known as Pudumjee Industries Limited) |
Arrangement/Agreement to provide/accept Inter-Corporate Deposits |
An amount remaining outstanding during any financial year not exceeding Director of 3P Land 2,000 Lakhs. Rate of Interest: Upto 10.00% p.a. but not less than 9.00% p.a. Mr A K Jatia along with |
No Common Director Ms. Vasudha Jatia, Holdings Limited is daughter of Mr K Jatia. his relatives holds more than 2% of the paid up capital of the Company. |
|
| Fujisan Technologies Limited |
Arrangement/Agreement to provide/accept InterCorporate Deposits |
An amount remaining outstanding during any financial year not exceeding Mr. Raju Adhia is Director 100 Lakhs. Rate of Interest: of Fujisan Technologies Upto 10.00% p.a. but not less than 9.00% p.a |
Mr. S. K. Bansal is Common Director. Limited,Manager and chief Financial officer of the |
||
| No-Objection to use premises of the Company as registered office address of Fujisan Technologies Ltd. |
- | Thacker and Company Limited |
|||
| 5 | Arun Kumar Jatia | Arrangement/Agreement to accept loans |
An amount remaining outstanding during any financial year not exceeding shall be deemed to be 500 Lakhs. Rate of Interest: Upto 9.00% p.a. but not less than 7.00% p.a. |
Mr Arun Kumar Jatia and Ms. Vrinda Jatia interested. |
|
| 6 | Chem Mach Private Limited Arrangement/Agreement to provide/accept Inter-Corporate Deposits |
An amount remaining outstanding during any firianciaiyearnotexceeding Ms. Vrinda Jatia are 1500 Lakhs. Rate of Interest: Upto 9.00% p.a. but not less than 7.00% p.a. his relatives, holds |
Mr A K Jatia and Common Directors. MrA K Jatia through |
||
| No-Objection to use premises of the Company as registered office address of Chem Mach Private Limited |
- | more than 2% of the paid up capital of the Company. |
|||
| 7 | Limited | Suma Commercial Private Arrangement/Agreement to provide/accept Inter-Corporate Deposits |
An amount remaining outstanding during any financial year not exceeding Mr A K Jatia holds 100 Lakhs.Rate of Interest: Upto 9.00% p.a. but not less than 7.00% p.a. paid up capital of the - |
Mr A K Jatia is a Common Director. more than 2% of the Company |
|
| No-Objection to use premises of the Company as registered office address of Suma Commercial Private Limited |
|||||
| 8 | Pudumjee Plant Laboratories Limited |
Arrangement/Agreement to provide/accept Inter-Corporate Deposits |
An amount remaining outstanding during any financial year not exceeding Common Director. 100 Lakhs. Rate of Interest: Upto 9.00% p.a. but not less than 7.00% p.a. paid up capital of the |
Mr A K Jatia and Mr. S K Bansal are a Mr A K Jatia holds more than 2% of the Company |
It maybe noted that the related parties to the transaction shall abstain from voting on such resolutions.
Except as stated above, none of the Directors, Key Managerial Personnel and their relatives are, in any way, concerned or interested, financially or otherwise in the said resolution.
The Board recommends the ordinary resolution set out in Item No.4 of the Notice for the approval of the Members.
Item No.5
In terms of newly amended Section 185 of the Act, the Company may advance any loan including any loan represented by a book debtor give any guarantee or provide any security in connection with any loan taken by any person in whom any of the Director of the Company is interested, subject to the approval of the Members of the Company vide a special resolution and provided that such loans are utilized by the borrowing company for its principal business activities.
Accordingly, it is proposed to seek the approval of the Members, to advance Inter-corporate Deposits/Loans/Guarantees, to following companies, for meeting their day-to-day working capital requirements, as and when necessary and if so deemed fit, by the Board of Directors of the Company.
| Sr. No. | Name of the Company | Amount not exceeding of |
Rate of interest p.a. |
Interested Director |
|---|---|---|---|---|
| Pudumjee Paper Products Limited |
20 Crores | but not less than 9.00% p.a. |
Upto 10.00% p.a. Common Directors are Mr. A. K. Jatia, Mr. S. K. Bansal , Mr. V. K. Beswal and Mr. B. K. Khaitan. Mr. A. K. Jatia along with his relatives holds more than 2% of the paid up capital of the Company. |
|
| 2 | AMJ Land Holdings Limited (Formerly known as Pudumjee Pulp & Paper Mills Limited) |
20 Crores | but not less than 9.00% p.a. |
Upto 10.00% p.a. Common Directors are Mr. A. K. Jatia, Mr. S. K. Bansal and Mr. V. K. Beswal. Mr. A. K. Jatia along with his relatives holds more than 2% of the paid up capital of the Company |
| 3 | 3P Land Holdings Limited (Formerly known as Pudumjee Industries Limited) |
20 Crores | but not less than 9.00% p.a. |
Upto 10.00% p.a. No Common Director. Ms. Vasudha Jatia, Director of 3P Land Holdings Limited is daughter of Mr. A K Jatia. Mr A K Jatia along with his relatives holds more than 2% of the paid up capital of the Company. |
| 4 | Chem Mach Private Limited | 10 Crores | Upto 9.00% p.a. but not less than 7.00% p.a. |
Mr. A K Jatia and Ms. Vrinda Jatia are Common Directors. Mr K Jatia through his relatives, holds more than 2% of the paid up capital of the Company. |
| 5 | Suma Commercial Private Limited |
10 Crores | Upto 9.00% pa. but not less than 7.00% p.a. |
Mr K Jatia is a Common Director. Mr K Jatia holds more than 2% of the paid up capital of the Company |
| 6 | Pudumjee plant Laboratories Limited |
20 Crores | Upto 9.00% p.a. but not less than 7.00% p.a. |
Mr. A. K. Jatia, and Mr. S. K. Bansal are Common Directors. Mr. A. K. Jatia through his relatives holds more than 2% of the paid up capital of the Company |
Except as mentioned above, none of the Directors, other Key Managerial Personnel and their relatives are, in anyway, concerned or interested, financially or otherwise in the said resolution.
The Board recommends the special resolution set out in Item No. 5 of the Notice for the approval of the Members.
By Order of the Board of Directors For Thacker And Company Limited
Sd!- Reena Raphel Company Secretary
Place: Mumbai Date: 25" June2020
Registered Office: Bhogilal Hargovindas Building, Mezzanine Floor, 18/20, K. Dubhash Marg, Mumbai-400001, India Tel: 91-22-30213333 Fax: +91-22-43553345,
Web-Site: www.thacker.co.in;
E-mail: [email protected];CIN: L21098MH1878PLC000033
Corporate Office: Jatia Chambers, 60, Dr. V. B. Gandhi Marg, Mumbai-400 001
ANNEXURE TO AGM NOTICE
Pursuant to Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2016 and Secretarial Standard on General Meetings, with regard to the re-appointment of Mr. Arun Kumar Jatia (DIN 01104256), following necessary disclosures are made for the information of the Members:
| Name of the Director | Mr. Arun Kumar Jatia | ||
|---|---|---|---|
| DIN | 01104256 | ||
| Age | 57 years | ||
| Qualifications | B.S.(Finance and Business Economics from University of Southern California USA and an Alumni of Harvard Business School) |
||
| Experience! Nature of Expertise in specific functional areas |
37 years experience in Business Administration and Finance and Foreign Trade. Mr. Jatia possesses natural managerial talent with progressive outlook. |
||
| Terms and conditions of appointment Non-Executive-Chairperson related to Promoter | |||
| Details of remuneration sought to be paid |
NIL | ||
| Details of last remuneration drawn | Other than sitting fees for Board Meetings attended no other remuneration is paid to him. |
||
| Remuneration to be paid | NIL | ||
| Date of first appointment to the Board of Directors |
14 05 2001 | ||
| Shareholding in the Company | 38530 (4.89%) | ||
| Relationship with other Directors, Manager and Other Key Managerial Father of Ms Vrida Jatia, Director Personnel |
|||
| No. of meetings of the Board attended during the year |
4 (Four) Board Meeting | ||
| Other Directorships, Membership !Chairmanships of Committees of other Boards |
Mr. Arun Kumar Jatia is a Director in following other companies Listed Companies Pudumjee Paper Products Limited AMJ Land Holdings Limited (Formerly known as Pudumjee Pulp & Paper Mills Limited) Unlisted Companies Pudumjee Plant Laboratories Limited Pudumjee Investment and Finance Company Limited Private Compines Suma Commercial Private Limited Chem Mach Private Limited Name of the Company Memberships in Committees of other Boards• AMJ Land Holdings Audit Committee Nomination and |
||
| Limited (Formerly known as Pudumjee Pulp & Paper Mills Limited) |
remuneration Committee Stakeholders Relationship Committee Corporate Social Responsibility Committee |
||
| Limited | Pudumjee Paper Products Stakeholders Relationship Committee Audit Committee |
Mr. Arun Kumar Jatia is not disqualified from being appointed in terms of Section 164 of the Companies Act, 2013.
Except Mr. Arun Kumar Jatia and Ms Vrinda Jatia none of the Directors, Key Managerial Personnel and their relatives are, in any way, concerned or interested, financially or otherwise in the said resolution.
Mr. Arun Kumar Jatia is part of Promoter Group of the Company therefore, Members forming part of Promoter Group of the Company shall abstain from voting on the resolution.
The Board recommends the ordinary resolution set out in Item No.2 of the Notice for the approval of the Members.
By Order of the Board of Directors For Thacker And Company Limited
Sd!- Reena Raphel Company Secretary
Place: Mumbai
Date: 25th June2020
| Registered Office | Bhogilal Hargovindas Building, Mezzanine Floor, 18/20, K. Dubhash Marg, Mumbai-40000 1, India Tel: 91-22-30213333 Fax: +91-22-43553345, |
|---|---|
| Web-Site | www.thacker.co.in; |
| [email protected]; CIN: L21098MH1878PLC000033 | |
| Corporate Office | Jatia Chambers, 60, Dr. V. B. Gandhi Marg, Mumbai-400 001 |
DIRECTORS REPORT
To the Members,
The Directors have pleasure in presenting the 142 Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2020. 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.
| (Amount in Rs.) | ||
|---|---|---|
| FINANCIAL RESULTS | 2019-20 | 2018-19 |
| The gross profit before Interest and Depreciation | 37,781 ,352 | 21,962,031 |
| Less: | ||
| i) Finance cost |
1,497,523 | 2,850,334 |
| ii) Depreciation and Amortization Expenses |
20,992,906 | 23,741 ,832 |
| The net profit/(loss) | 15,290,923 | (4,630,136) |
| Less: | ||
| Current Tax Expense | 1,549,043 | - |
| Deferred Tax Charges / (Credit) | 28,502 | (54,234) |
| Income Tax of earlier years | - | - |
| Profit! (Loss)for the year | ||
| Balance carried forward from last year!s accounts | 36,679,112 | 41,255,014 |
| Balance proposed to be carried forward to next year!s acounts | 50,392,490 | 36,679,112 |
*Previous year figures are adjusted as per the provisions of IND AS
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Section 129, 134 of the CompaniesAct2013 (theAct), 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 ofthisAnnual Report..
OPERATIONS
The total revenue of the Company for the FY 2019-20 is Rs 46,086,767!- as against' Rs 26,796,456/-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 31 March 2020.
CHANGES IN THE CAPITAL STRUCTURE OF THE COMPANY
There is no change in capital structure of the Company during FY2019-20.
TRANSFER TO RESERVES
The Company has not transferred any amount to reserves, in the financial year 2019-20.
SUBSIDIARIES
As at3lst March 2020, the Company has one Subsidiary namely Fujisan Technologies Limited.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, the information on the performance and financial position of each of the subsidiaries, associates, joint venture companies, etc. as included in consolidated financial statements is provided in Annexure No. Ito 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 AND THEIR ADEQUACY
The Board and theAudit Committee periodically review the internal control systems of the Company and the internal control systems are deemed adequate.
AUDIT COMMITTEE
TheAudit 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 ChapterV of the CompaniesAct, 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 OFAMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, pursuant to the provisions of Section 125 of the Companies Act, 2013, no amountwas due to be transferred to the Investor Education and Protection Fund.
AUDITORS
M/s. ADV & Associates, Chartered Accountants (Firm Registration No. 128045W), have been appointed as Statutory Auditor of the Company at the 1391t Annual General Meeting to hold office up to the conclusion of 144t Annual General Meeting.
M/s. ADV & Associates, Chartered Accountants have given their consent to act as the Auditors of the Company till conclusion of 144" Annual General Meeting and confirmed that their appointment, if made, would be within the limits specified under Section 141, of the Act and that they are not disqualified to be appointed as statutory auditors of the Company. The Shareholders will be required to ratify the appointment of the auditors and fix their remuneration at the ensuing Annual General Meeting.
There is no adverse remark or qualification in the Statutory Auditor's Report for FY2019-20, as annexed elsewhere in this Annual Report. 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.
During the year under review, Ms Priya Nair has resigned as a "Company Secretary and Chief Financial Officer" of the Company with effect from 31St October, 2019.
Ms. Reena Rapheal has been appointed as a "Company Secretary and Compliance Officer" of the Company with effect from 02 November, 2019
| 0.10 28.05.201 v 1 J |
2.08.20 1 J |
Ωr UZ. 1 U |
.2020 |
|---|---|---|---|
| Audit Committee |
Nomination & Remun eration Committee |
Borrowing & Investment Committee |
Committee of Independent Directors |
Share Transfer Approval Committee |
|---|---|---|---|---|
| 28.05.2019 | 28.05.2019 | 28.05.2019 | 28.05.2019 | |
| 12.08.2019 | 12.08.2019 | 12.08.2019 | ||
| 02.11.2019 | 02.11.2019 | 02.11.2019 | 02.11.2019 | |
| 01.02.2020 | 01.02.2020 | 01.02.2020 | 01.02.2020 | 01.02.2020 |
| Sr. No. |
Name of Director |
No. of Board Meetings attended |
No. of Audit Committee Meetings attended |
Share Transfer Approval Relationship Committee |
No. of Nomination & Remuneration Committee Meetings attended |
No. of Borrowing & Investment Committee Meetings attended |
No. of Independent Directors! Committee Meetings attended |
|---|---|---|---|---|---|---|---|
| 1 | MrArun Kumar Jatia |
4 | Not applicable |
4 | Not applicable | 4 | Not applicable |
| 2 | Mr S. K. Bansal |
4 | Not applicable |
4 | Not applicable | 4 | Not applicable |
| 3 | Ms Vrinda Jatia |
3 | 3 | Not applicable | Not applicable | Not applicable | Not applicable |
| 4 | Mr V. K. Beswal |
4 | 4 | Not applicable | 3 | Not applicable | 1 |
| 5 | Mr B. K. Khaitan |
2 | Not applicable |
Not applicable | 2 | Not applicable | 0 |
| 6 | Mr. B. R. Nadkarni |
2 | 2 | Not applicable | 2 | Not applicable | 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 (Certificate of Practice No. 1228) to conduct Secretarial Audit of the Company for the financial year 2019-20. The Secretarial Audit Report for the financial year 2019-20 is annexed hereto asAnnexure -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 CompaniesAct, 2013 read with the Rules prescribed therein, relating to Corporate Social Responsibility do not apply to the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
There is no loans or guarantees given by the Company during FY2019-2020 Other than in liquid mutual funds, the Company has not made any investments in FY 2019-2020
PARTICULARS OF CONTRACTS ORARRANGEMENTS 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 FormAOC -2 as Annexure No. 3
ANNUAL EVALUATION OF PERFORMANCE OF BOARD, DIRECTORS AND COMMITTEES
As required under Companies Act 2013, a meeting of the Independent Directors was held on 01st February, 2020 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 are available at the Company's website i.e. www.thacker.co.inand is provided as Annexure No. 4.
FAMILIARISATION PROGRAMME
The details of programmes for familiarization of Independent Directors with the Company is available on the Company's website www.thacker.co.in.
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 may be referred to, at the Company's website and is provided as Annexure No.5.
RISK MANAGEMENT POLICY
The Company does not have any Risk Management policy as the elements of risk threatening the Company's existence are very minimal.
WHISTLE BLOWER MECHANISM
The Company has a Whistle Blower Policy I Vigil Mechanism. The said policy has been made keeping in view, the amendments in the CompaniesAct, 2013 and may be referred to, at the Company's official website at the web link, www.thacker.co.in.
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.6 to this Report.
Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office of the Company during working hours before 21 days of the Annual General Meeting and shall be made available to any shareholder on request.
Such details are also available on the Company's website www.thacker.co.in.
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.
There were no complaints reported under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013, in FY2019-2020
CERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:ONS
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.
REPORT ON CORPORATE GOVERNANCE
Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the provisions of Corporate Governance is not mandatory for the Company and accordingly, the Corporate Governance Report has not been annexed to the Directors' Report for
FY 2019-20.
SECRETARIAL STANDARD OF ICSI
The Secretarial standards on Meetings of the Board of Directors (SS-1) and general meetings (SS-2) came in effect on 1st July 2015 and was later amended with effect from 1" October, 2017. The Company has generally complied with the same.
EXTRACT OF ANNUAL RETURN
Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Extract of Annual Return of the Company in Form MGT-9 is annexed herewith asAnnexure No. 7 t this Report.
The extracts of the Annual Return of the Company can also be accessed on the Company's website at www.thacker.co.in.
DISCLOSURE OF SHARES LYING IN THE UNCLAIMED SUSPENSE ACCOUNT
Pursuant to Regulation 39 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details in respect of the shares lying in the un-claimed suspense account till March 31, 2020 are as follows:
| Particulars | No. of Shareholders | No. of shares |
|---|---|---|
| Aggregate number of shareholders and outstanding shares held in the Unclaimed Suspense Account as on 25th July, 2018 (Being the date of transfer of shares to the Unclaimed Suspense Account) |
42 | 52126 |
| Number of shareholders/legal heirs who approached listed entity for transfer of shares from suspense account during the year |
NIL | NIL |
| Number of shareholders to whom shares were transferred from suspense account during the year |
NIL | NIL |
| Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year i.e. as on 31st March, 2020 |
42 | 52126 |
Voting rights on these 52,126 shares shall remain frozen till the rightful owner of such shares claims the shares. Shareholders may get in touch with the Company!RTAfor any further information in this matter.
MANAGEMENT DISCUSSION AND ANALYSIS
The Company is presently exploring lucrative opportunities in its leasing business.
Segmentwise financial performance is stated in the accompanying accounts.
The Board and the Audit Committee of the Company periodically review the internal control systems of the Company and the internal control systems are deemed adequate.
The Company maintained good industrial relations with its employees and staff. The Company had 3 permanent employees in its payroll as on 31't March, 2020.
There are no material developments in the human resources front.
SIGNIFICANTAND MATERIAL ORDERS
There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.
MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There is no material change and commitment, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm that;
- a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
- b) 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 year and of the Profit of the Company for that period;
- c) 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;
- d) the Directors have prepared the annual accounts on a going concern basis; and
- e) the Directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENTS
Your Directors wish to express their appreciation of the continued support and co-operation received from all the stakeholders and employees of the Company.
On behalf of the Board of Directors
A.K.Jatia V.K.Beswal Director Director DIN:01104256 DIN:00120095
Place: Mumbai Date : 25th June, 2020
ANNEXURE NO.1
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
| (Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014 (Amount in Rs.) |
||||
|---|---|---|---|---|
| Name of the Company | Fujisan Technologies Limited |
AMJ Land Holdings Limited (Formerly known as Pudumjee Pulp & Paper Mills Limited) |
Pudumjee Paper Products Limited |
|
| Nature of the Company (Subsidiary, Associate, JV etc.) |
Subsidiary | Associate | Associate | |
| Ownership interest of the Company | 100% | 15.53% | 13.60% | |
| Turnover | 31,534,891 | 289,530,000 | 6,096,861,000 | |
| Profit! (Loss) after tax | 4,920,47 | 98,047,000 | 272,125,000 | |
| Current Assets | 20,423,518 | 808,414,000 | 2,372,566,000 | |
| Loans & Borrowings | - | 75,573,000 | 446,421,000 | |
| Current Liabilities | 9,388,996 | 114,328,000 | 1,368,542,000 | |
| Net Fixed Assets | 1,205,495 | 216,807,000 | 1,808,889,000 | |
| Non-Current Assets (Investments) |
12,292,797 | 110,845,000 | 24,475,000 | |
| Paid up Share Capital | 1,000,000 | 82,000,000 | 94,950,000 | |
| Reserves and Surplus | 23,757,233 | 938,569,000 | 2,704,618,000 | |
| Earnings - per Equity Share | 49.20 | 2.39 | 2.87 | |
| Dividend - per Equity Share | - | 0.20 & 0.30 | 0.15 &0.20 |
On behalf of the Board of Directors
Place Mumbai Date : 25th June, 2020 A. K.Jatia Director DIN : 01104256 V.K. Beswal Director DIN:00120095
ANNEXURE NO. 2 FORM No. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2020 (Pursuant to section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)
To, The Members, Thacker and Company Limited
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Thacker and Company Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company, the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management and considering the relaxations granted by The Ministry of Corporate Affairs and The Securities and Exchange Board of India warranted due to the spread of the COVID-19 pandemic, we hereby report that in our opinion, the Company has during the audit period covering the financial year ended on 31 St 2020, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the financial year ended on 31st March, 2020 according to the applicable provisions of:
- (i) The Companies Act, 2013 (the Act) and the rules made thereunder;
- (ii) The Securities Contract (Regulation)Act, 1956 (SCRA) and the rules made thereunder;
- (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
- (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
- (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of lndiaAct, 1992 ('SEBIAct'):
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time; (Not applicable to the Company during the audit period)
(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during the audit period)
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the audit period)
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the Company during the audit period)
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the audit period) and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the Company during the audit period)
(vi) As inform by the Company, there no other laws applicable specially to the Company
We have also examined compliance with the applicable clauses of the following which have been generally complied:
- (i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to board and general meetings which are generally complied with.
- (ii) The Listing Agreements entered into by the Company with BSE Limited read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above.
We further report that:
The Board of Directors of the Company is duly constituted with proper balance of Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of theAct.
The Chief Financial Officer (CFO) of the Company resigned on October 31, 2019 and a new CFO was appointed on April 25, 2020.
Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance for meetings other than those held at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
Decisions at the Board Meetings were taken unanimously.
We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines etc.
We further report that during the audit period the Company had no major events which had bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.
For Parikh & Associates Company Secretaries
Place: Mumbai Signature:
Date: 25" June 2020 Name of Company Secretary: Shalini Bhat FCS No: 6484 CP No: 6994 UDIN : F006484B000379868
This Report is to be read with our letter of even date which is annexed as Annexure A and Forms an integral part of this report.
'Annexure A'
To,
The Members Thacker and Company Limited
Our report of even date is to be read along with this letter.
-
- Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
-
- We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.
-
- We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
-
- Where ever required, we have obtained the Management Representation about the Compliance of laws, rules and regulations and happening of events etc.
-
- The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.
-
- The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
For Parikh & Associates Company Secretaries
Place: Mumbai Signature:
Date: 25th June, 2020 Name of Company Secretary: Shalini Bhat FCS: 6484 CP: 6994 UDIN : F006484B000379868
ANNEXURE NO. 3
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (FORM AOC 2)
(Pursuant to clause (h) of Section 134(3) of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.)
FORM FOR DISCLOSURE OF PARTICULARS OF CONTRACTS/ ARRANGMENTS ENTERED INTO BY THE COMPANY WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE COMPANIES ACT 2013 INCLUDING CERTAIN ARMS LENGTH TRANSACTIONS UNDER THIRD PROVISO THERETO
1. DETAILS OF CONTRACTS/ ARRANGEMENTS OR TRANSACTIONS NOT AT ARMS' LENGTH BASIS.
| Name (s) of the related party & nature of relationship | AMJ Land Holdings Limited (Formerly known as Pudumjee Pulp & Paper Mills Limited) |
|---|---|
| Nature of contracts/arrangements/transaction | Leave and License Agreement to avail a portion approximately 100 sq.mtrs. located at Ground Floor of Jatia Chambers, 60, Dr. V B. Gandhi Marg, Mumbai - 400 001 for carrying on business |
| Duration of the contracts/arrangements/transaction | 16th October20 17 to 15th, October 2020 |
| Salient terms of the contracts or arrangements or transaction including the value, if any |
Rs. 10, 800 per month |
| Justification for entering into such contracts or arrangements or transactions |
The spare space available with AMJ Land Holdings Limited is being utilized in mutual interest, for purpose of carrying on business of the Company |
| Date of approval by the Board | 28th May 2019 |
| Amount paid as advances, if any | NIL |
| Date on which the resolution was passed in General meeting as required under first proviso to section 188 |
25th July, 2019 |
2. DETAILS OF CONTRACTS/ARRANGEMENTS OR TRANSACTIONS AT ARMS LENGTH BASIS:
| Name (s) of the related party & nature of relationship | NIL |
|---|---|
| Nature of contracts/arrangements/transaction | NIL |
| Duration of the contracts/arrangements/transaction | NIL |
| Salient terms of the contracts or arrangements or transaction including the value, if any |
NIL |
| Date of approval by the Board | NIL |
| Amount paid as advances, if any | NIL |
| Date on which the resolution was passed in General Meeting as required under firstr proviso to section 188 |
NIL |
On behalf of the Board of Directors
| A.K.Jatia | V. K. Beswal | |
|---|---|---|
| Place Mumbai | Director | Director |
| Date : 25th June, 2020 | DIN :01104256 DIN:00120095 |
ANNEXURE NO. 4
CRITERIA FOR SELECTION OF CANDIDATES FOR SENIOR MANAGEMENTAND MEMBERS ON THE BOARD OF DIRECTORS
Introduction:
In accordance with the provisions of Section 178 of the Companies Act, 2013, the Board of Directors of the Company at its meeting re-constituted the existing Remuneration Committee by changing its nomenclature as Nomination and Remuneration Committee of the Board of Directors (Committee) and also stipulated additional terms of reference in line with the Companies Act, 2013.
The Board has delegated the responsibility to the Committee to formulate the criteria for identification, selection of the candidates fit for the various positions in senior management and who are qualified to be appointed as director on the Board of Directors of the Company.
The Committee has adopted the following criteria for selection of candidates eligible to be appointed in the senior management of the Company and also member on the Board of Directors of the Company.
Criteria for Selection of Directors:
The Committee shall, before making any recommendation to the Board for appointment of any director, consider the following;
- the candidate should possess the positive attributes such as Leadership, Industrial or Business Advisory or such other attributes which in the opinion of the Committee are in the interest of the Company;
- the candidate should be free from any disqualifications as provided under Sections 164 and 167 of the Companies Act, 2013;
- the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and Listing Agreement entered into with Stock Exchanges in case of appointment of an independent director;
- the candidate should posses appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, infrastructure, or such other areas or disciplines which are relevant for the Company's business.
Criteria for Selection of Senior Management Personnel:
The term Senior Management shall have the same meaning as provided under the explanation to Section 178 of the Companies Act, 2013.
The Committee shall, before making any recommendation to the Board for appointment, consider the attributes of the candidate set forth below:
The candidate should have appropriate experience both in terms of quality and time in any of the areas viz, banking, infrastructure, financial management, legal, sales, marketing, administration, research, corporate governance, technical operations, or such other areas or disciplines which in the opinion of the management and Committee are relevantforthe Company's business;
The candidate should possess the positive attributes such as leadership skills, decision making silks, integrity, effective communication, hard work, commitment and such other attributes which in the opinion of the Committee the candidate possess and are in the interest of the Company.
If the Committee thought fit and in its opinion finds that the candidate meets the above criteria for appointment in senior management or director on the Board, as the case may be, the Committee shall make its recommendation to the Board.
Any amendment to the above criteria for directors and senior management shall be subject to the prior approval of the Committee and any such amendment shall be informed to the Board of Directors.
ANNEXURE NO. 5
Remuneration Policy
The Company's remuneration policy is based on the success and performance of the individual employee and the Company. Through its compensation policy, the Company endeavours to attract, retain, develop and motivate a high performance workforce. The Company follows a compensation mix or fixed pay, variable and fixed allowances, benefits and bonuses etc. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process.
The Company pays remuneration by way of salary (fixed component), benefits, perquisites and allowances (variable component) to its Managing Director(s) and the Executive Director(s), if any.
Periodical increases, if any, are decided by the Nomination and Remuneration Committee and Board, subject to the approval by the members and are effective from April 1 each year. The Nomination and Remuneration Committee decides on the commission, if any, payable to Executive Chairman, if any, out of profits for the financial year and within the ceiling prescribed by the Companies Act, 2013 based on the performance of the Company as well as that of the incumbent.
The Company pays sitting fees of Rs. 1000 per meeting or as may be fixed from time to time to its directors for attending the meetings of the Board.
ANNEXURE NO. 6
INFORMATION AS PER SECTION 197 READ WITH COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014 AND FORMING PART OF THE DIRECTORS' REPORT FOR THE YEAR ENDED ON 31ST MARCH, 2020
| Sr.No. | Particulars | Remarks |
|---|---|---|
| 1 | Ratio of the remuneration of each director to the median remuneration of the employees of the Company for FY201 9-20 |
Not applicable Please refer note (a)(i) |
| 2 | Percentage increase in remuneration of each Director, CFO, CEO, CS or Manager, if any, in the financial year. |
NIL |
| 3 | Percentage increase in median remuneration of employees in the financial year |
NIL |
| 4 | Number of permanent employees on the rolls of the Company as on 31.03.2020 |
3 |
| 5 | Average percentile increase already made in the salaries of employees other than the Managerial personnel |
NIL |
| 6 | Percentile increase in the managerial remuneration | NIL |
| 7 | Exceptional circumstances, if any, for increase in the managerial remuneration |
NIL |
Notes:
- (a) During FY 2019-20
- (i) No Director has drawn any remuneration other than sitting fees.
- (ii) No employee has drawn remuneration equal to or more than Rs.8.50 lacs per month or Rs. 1 Crore Two Lacs per year.
- (b) There was no increase in remuneration of any employee.
- (c) Remuneration is as per remuneration policy of the Company
- (d) For comparison of Y-o-Y increase/decrease of median remuneration, employees who have been employed for less than twelve months in FY2019-20 are not considered.
On behalf of the Board of Directors
| Place: Mumbai | A.K.Jatia Director |
V.K.Beswal Director |
|
|---|---|---|---|
| Date : 25th June, 2020 | DIN : 01104256 DIN:00120095 | ||
| 139 |
ANNEXURE NO -7
Form No. MGT-9
EXTRACT OF ANNUAL RETURN as on the financial year ended on 31st March 2020
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
| i) | CIN | L21098MH1878PLC000033 |
|---|---|---|
| ii) | Registration Date | 16/04/1878 |
| iii) | Name of the Company |
Thacker And Company Limited |
| iv) | Category / Sub Category of the Company |
- Public Company! Company limited by shares |
| V) | Address of the Registered office and contact details |
Bhogilal Hargovindas Building, Mezzanine Floor, 18/20, K. Dubhash Marg, Mumbai - 400 001* Tel : +91 -22 3021 3333 Fax: +91 -22-22658316 Email: [email protected] |
| vi) | Whether listed company (Yes/No) |
Yes |
| vii) | Name, Address and Contact details of Registrar and Transfer Agent, if any |
Satellite Corporate Services Private Limited Unit: Thacker and Company Limited. Unit No.49, Building no.13AB, 2 nd Floor, Samhita Commercial Co -operative Society Limited, Off Andheri Kurla Road, MTNL Lane, Sakinaka, Mumbai 400 072 Tel : 022 -28520461 / 28520462 Fax: 022 -28511809 e-mail:[email protected] |
*The registered office has changed to Bhogilal Hargovindas Building, Mezzanine Floor 18/20, K. Dubhash Marg, Mumbai-400 001 wef. 22nd May 2018
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-
| S1. No. | Name and Description of main products I services |
NIC Code of the Product/ service |
% to total turnover of the company |
|---|---|---|---|
| 1 | Real Estate | 68100 | 31.96% |
| 2 | Financial Services | 68300 | 20.00% |
| 3 | Others | - | 48.04% |
Ill. PARTICULARS OF HOLDING, SUBSIDIARYAND ASSOCIATE COMPANIES
| Sr. No |
Name and Address of the Company |
CIN!GLN | Holding! Subsidiary !Associate |
% of shares held |
Applicable Section |
|---|---|---|---|---|---|
| Fujisan Technologies Limited Address :Bhogilal Hargovindas Building, Mezzanine Floor, 18/20, K. Dubhash Marg, Mumbai -400001. |
U30007MH2004PLC147380 | Subsidiary | 100% | Section 2(87) |
|
| 2 | AMJ Land Holdings Limited (Formerly known as Pudumjee Pulp & Paper Mills Limited) Address : Thergaon, Pune - 411 033 |
L21012MH1964PLC013058 | Associate | 15.53% | Section 2(87) |
| 3 | Pudumjee Paper Products Limited Address : Thergaon, Pune - 411 033 |
L21098PN2015PLC153717 | Associate | 13.60% | Section 2(87) |
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding
| Sr. N | Category of Shareholders |
No. of shares at the beginning of the year (as on 01 .04.2019) |
No. of shares at the end of year (as on 31.03.2020) |
change during the |
||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Demat Physical Total | Shares | %of Total Demat Physical Total %of Total year | Shares | |||||||
| I (A) |
Promoters Indian |
|||||||||
| (a) | Individual/HUF | 64630 | 0 | 64630 5.94% | 64630 | 0 | 64630 | 5.94% 0.00% | ||
| (b) | Central Govt. | 0 | 0 | 0 0.00% | 0 | 0 | 0 | 000% 0.00% | ||
| (c) | State Govt(s) | 0 | 0 | 0 0.00% | 0 | 0 | 0 | 000% 0.00% | ||
| (d) | BodiesCorporate | 407690 | 0 | 407690 37.48% | 407690 | 0 407690 37.48% 0.00% | ||||
| (e) | Banks/Fl | 0 | 0 | 0 0.00% | 0 | 0 | 0 | 0.00% 0.00% | ||
| (f) | Any Other Sub-Total(A) (1) |
118410 590730 |
0 0 |
118410 10.89% 590730 5431% |
118410 590730 |
0 | 118410 0 590730 5431% 0.00% |
10.89% 0.00% | ||
| 2 | Foreign | |||||||||
| (a) | 0 | 0 | 0 0.00% | 0 | 0 | 0 | 0.00% 0.00% | |||
| ijuaIs Ind Other - |
||||||||||
| (b) | Individuals | 0 | 0 | 0 0.00% | 0 | 0 | 0 | 000% 0.00% | ||
| (C) | B dies orpor ate |
0 | 0 | 0 0.00% | 0 | 0 | 0 | 000% 0.00% | ||
| (d) Banks/Fl | 0 | 0 | 0 0.00% | 0 | 0 | 0 | 000% 0.00% | |||
| (e) | Any Other | 0 | 0 | 0 0.00% | 0 | 0 | 0 | 0.00% 0.00% | ||
| Sub-Total | 0 | 0 | 0 0.00% | 0 | 0 | 0 | 000% 0.00% | |||
| Total shareholding |
590730 | 0 | 590730 5431% | 590730 | 0 590730 5431% 000% | |||||
| Promoter (A)=(A)(1).-A(2) | ||||||||||
| (B) I |
Public Shareholding | |||||||||
| (a) | Institutions Mutual Funds |
0 0 |
0 0 |
0 0.00% 0 0.00% |
0 0 |
0 0 |
0 0 |
000% 0.00% 000% 0.00% |
||
| (b) | Banks/Fl | 83159 | 0 | 83159 7.65% | 83159 | 0 | 83159 | 765% 0.00% | ||
| (c) | Central Govt. | 0 | 0 | 0 0.00% | 0 | 0 | 0 | 000% 0.00% | ||
| (d) | State Govt(s) | 0 | 0 | 0 0.00% | 0 | 0 | 0 | 000% 0.00% | ||
| (e) | Venture Capital Funds |
0 | 0 | 0 0.00% | 0 | 0 | 0 | 000% 0.00% | ||
| (f) | Insurance ies Compa |
0 | 0 | 0 0.00% | 0 | 0 | 0 | 0.00% 0.00% | ||
| (g) FlIs | 0 | 0 | 0 0.00% | 0 | 0 | 0 | 000% 0.00% | |||
| (h) Foreign Venture Capital Funds |
0 | 0 | 0 0.00% | 0 | 0 | 0 | 000% 0.00% | |||
| (i) | Others Specify | 0 | 0 | 0 0.00% | 0 | 0 | 0 | 000% 0.00% | ||
| Sub-Total (1311) | 83159 | 0 | 83159 7.65% | 83159 | 0 | 83159 | 7.65% 0.00% | |||
| 2 | Non- Institutions (a) Bodies rate |
0 | 0 | 0 0.00% | 0 | 0 | 0 | 000% 0.00% | ||
| (i) | Cor Indian |
0 | 0 | 0 0.00% | 0 | 0 | 0 | 000% 0.00% | ||
| (ii) Overseas | 0 | 0 | 0 0.00% | 0 | 0 | 0 | 000% 0.00% | |||
| (b) | Individuals | 0.00% | 000% 0.00% | |||||||
| (i) | Individual shareholders holding nominal share capital upto Rs- llakh |
96552 50516 | 147068 13.52% | 96500 50692 | 147192 | 13.53% 0.01% | ||||
| (ii) | Individual shareholders holding nominal share capital in excess of Rs I Iakh |
0 | 0 | 0 0.00% | 0 | 0 | 0 | 0.00% 0.00% | ||
| (c) | Others - Specify | 0.00% | 000% 0.00% | |||||||
| Foreign Nationals | 126 | 0 | 126 0.01% | 126 | 0 | 126 | 001% 0.00% 158537 1458% 0.00% |
|||
| Bodies | 158473 | 76 | 158549 14.58% | 158461 | 76 | |||||
| Corporate HUF | 54199 | 0 | 54199 498% | 54335 | 0 | 54335 | 500% 001% | |||
| NFl | 1586 | 176 | 1762 0.16% | 1514 | 0 | 1514 | 0.14% -0.02% | |||
| THACKER UN CLAM ED |
52126 | 0 | 52126 4.791/6 | 52126 | 0 | 52126 | 4.79% 0.00% | |||
| Sub-Total(B2) 363062 50768 | 413830 38.05% | 363062 50768 413830 38.05% 000% | ||||||||
| Total public shareholding share. h.IcI |
446221 50768 | 496989 4569% | 446221 50768 496989 4569% 000% | |||||||
| by Custodian (c ) for CDfls ar.d PDs fld Total |
0 | 0 | 0 0.00'/ | 0 | 0 | 0 | 0.0055 0.0054 | |||
| 1036951 50768 | 1087719 100.054 | 1036951 50768 1087719 100.0054, 0.008, |
(ii) Shareholding of Promoters
| SI | Shareholder!s | Shareholding at the beginning of the year (01.04. 2019) |
Share holding at the end of the year (31.03.2020) |
change | ||||
|---|---|---|---|---|---|---|---|---|
| No. | Name | No. of Shares | % of total Shares of the company |
°/oof Shares Pledged / encumbered to total shares |
No. of Shares |
% of total Shares of the company |
°/oof Shares Pledged / encumbered to total shares |
in share holding during the year |
| 1 | Arunkumar Mahabir Prasad Jatia |
38530 | 3.54% | 0 | 38530 | 3.54% | 0 | 0 |
| 2 | Yashvardhan Jatia | 100 | 0.01% | 0 | 100 | 0.01% | 0 | 0 |
| 3 | Chem Mach Pvt Ltd | 65000 | 5.98% | 0 | 65000 | 5.980/o | 0 | 0 |
| 4 | Suma Commercial Private Limited |
342690 | 31.51% | 0 | 342690 | 31.51% | 0 | 0 |
| 5 | Yashvardhan Jatia Trust (Arun Kumar Jatia, Gautam N Jajodia, Trustees of the Trust) |
1,18,410 | 10.89% | 0 | 1,18,410 | 10.89% | 0 | 0 |
| 6 | Vasudha Jatia Trust (Arun Kumar Jatia, Gautam N Jajodia, Smita V Gupta Trustees of the Trust) |
11000 | 1.01°/n | 0 | 11000 | 1.01°/n | 0 | 0 |
| 7 | Vrinda Jatia Trust (Arun Kumar Jatia, Gautam N Jajodia, Smite V Gupta Trustees of the Trust) |
15000 | 1.38°/. | 0 | 15000 | 1.38°/n | 0 | 0 |
| 8 | Vrinda Jatia | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 9 | Vasudha Jatia | 0 | 0 | 0 | 0 | 0 | 0 | |
| 10 | Arun Jatia HUF | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 11 | Fujisan Technologies Ltd. | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 12 | Mahabir Prasad Jatia Family Trust |
0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 13 | Poonam Jatia Family Trust | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 14 | Pudumjee Paper Products Ltd |
0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 15 | AMJ Land Holdings Limited (Formely known as pudumJee Plup & Paper Mills Ltd. |
0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 16 | Pudumjee Investments & Finance Co. Ltd. |
0 | 0 | 0 | 0 | 0 | 0 | 0 |
| 17 | 3P LandHoldings Limited (Formely known as pudumjee Plup & Paper Mills Ltd. |
0 | 0 | 0 | 0 | 0 | 0 | 0 |
(iii) Change in Promoters' Shareholding:
| Si | Shareholder!s | Shareh olding at the beginning | Date wise increase/decrease in the | Share holding at the end | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| No. | Name | of the year (01.04 2019) | shareholding of the Promoters with reasons | of the | |||||||
| for increase/decrease | year (31.03.2020) | ||||||||||
| No. of shares |
% of total Shares Company |
%of Shares Pledged / of the encumbered to total shares |
Increase/ Decrease (%) |
Reasons for change |
No. of Shares increaded/ Decreased |
Date of change in share holding (DD/MM/ YYYY) |
No. of shares |
% of total of the any |
%of Shares shares Pledged / encumb ered to total shares |
||
| NIL |
During the year,there was no change in the shareholding of the Promoters.
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)
| Sr.No. | For each of the top shareholders | Shareholding at the beginning of the year (as on 01 .04.2019) |
Date wise increase/decrease in shareholding during the year specifying the reasons for the increase and decrease (as on 31 .03 .2020) |
Cumulative Shareholding during the year (31.03.2020) |
|||
|---|---|---|---|---|---|---|---|
| shares the | %of total No. of shares of Company |
DATE | REASON | No.of shares the |
%of total shares of Company. |
||
| 1 | BANK OF INDIA | 83159 | 7.65 | 01.04.2019 | 83159 | 7.65 | |
| 31.03.2020 | 0 | 83159 | 7.65 | ||||
| 2 | STONE MASTERS (INDIA) PVT LTD | 63044 | 5.80 | 01.04.2019 | 63044 | 5.80 | |
| 31.03.2020 | 0 | 63044 | 5.80 | ||||
| 3 | DEEJAY MINING AND EXPORTS PVT LTD | 60495 | 5.56 | 01.04.2019 | 60495 | 5.56 | |
| 31.03.2020 | 0 | 60495 | 5.56 | ||||
| 4 | THACKER AND COMPANY LIMITED UNCLAIMED SHARES 52126 | 4.79 | 01.04.2019 | 52126 | 4.79 | ||
| 31.03.2020 | 0 | 52126 | 4.79 | ||||
| 5 | RENAISSANCE PAINTS PRIVATE LIMITED | 31547 | 2.90 | 01.04.2019 | 31547 | 2.90 | |
| 31.03.2020 | 0 | 31547 | 2.90 | ||||
| 6 | SUNAINANARESHKUMAR SARAF | 30955 | 2.85 | 01.04.2019 | 30955 | 2.85 | |
| 31.03.2020 | 0 | 30955 | 2.85 | ||||
| 7 | SARWANKUMAR DEVIDUTT SARAF | 28577 | 2.63 | 01.04.2019 | 28577 | 2.63 | |
| 31.03.2020 | 0 | 28577 | 2.63 | ||||
| 8 | OM HARI HALAN | 24682 | 2.27 | 01.04.2019 | 24682 | 2.27 | |
| 31.03.2020 | 0 | 24682 | 2.27 | ||||
| 9 | KISHOR UTTAM NAIK | 20821 | 1.91 | 01.04.2019 | 20821 | 1.91 | |
| 31.03.2020 | 0 | 20821 | 1.91 | ||||
| 10 | DADY RUSTOMJEE MEHER HOMJEE | 19685 | 1.81 | 01.04.2019 | 19685 | 1.81 | |
| 15.11.2019 | -19685 | 0 | 0 | ||||
| 31.03.2020 | 0 | 0 | 0 0 0 |
||||
| 11 RUSTOMDADYMEHERHOW | 0 0 01.04.2019 | 0 | |||||
| 15.11.2019 | 19685 | 19685 | 1.81 | ||||
| 31.03.2020 | 0 | 19685 | 1.81 | ||||
| 12 | GSHANKAR | 14615 | 1.34 | 01.04.2019 | 0 | 14615 | 1.34 |
| 15.11.2019 | 720 | 720 | 0.07 | ||||
| 31.03.2020 | 0 | 15335 | 1.41 |
| SI. No. |
Name | Designation | Shareholding at the beginning of the year |
during the year | Cumulative Shareholding Shareholding at the end of the year |
|||
|---|---|---|---|---|---|---|---|---|
| No. of shares | % | No. of shares | % | No. of shares | % | |||
| I | Arun Kumar Jatia |
Director | 38530 | 3.54 | 38530 | 3.54 | 38530 | 3.54 |
| 2 | S K Bansal | Director | NIL | NIL | NIL | NIL | NIL | NIL |
| 3 | Vrinda Jatia | Director | NIL | NIL | NIL | NIL | NIL | NIL |
| 4 | VKBeswal | Director | NIL | NIL | NIL | NIL | NIL | NIL |
| 5 | BKKhaitan | Director | NIL | NIL | NIL | NIL | NIL | NIL |
| 7 | B.R. Nadkarni | Director | NIL | NIL | NIL | NIL | NIL | NIL |
| 8 | Raju RAdhia | Manager | NIL | NIL | NIL | NIL | NIL | NIL |
| 8 | Priya Nair* | Company Secretary & CFO |
NIL | NIL | NIL | NIL | NIL | NIL |
| 9 | Reena Rapheal* * | Company Secretary |
NIL | NIL | NIL | NIL | NIL | NIL |
(v) Shareholding of Directors and Key Managerial Personnel:
*Ms Priya Nair resigned as Company Secretary and CFO with effect from 31st October, 2019 **Ms Reena Rapheal appointed as Company Secretary with effect from 02 November, 2019
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
| Secured Loans excluding deposits (Bank Overdraft) |
Unsecured Loans |
Deposit (Please refer to Note (a) |
Total Indebtedness |
|
|---|---|---|---|---|
| Indebtedness at the beginning of the financial year | ||||
| i) Principal Amount | 3,28,513 | 2,26,25,000 | 1,06,35,000 | 3,35,88,513 |
| ii) Interest due but not paid |
- | 24,26,345 | - | 24,26,345 |
| iii) Interest accrued but not due |
- | - | - | - |
| Total (i+ii+iii) | 3,28,513 | 2,50,51,345 | 1,06,35,000 | 3,60,14,858 |
| Change in Indebtedness during the financial year | ||||
| Addition | 4,35,72,775 | 3,00,000 | 1,05,00,000 | 5,43,72,775 |
| Reduction | (4,27,21,468) (1,71,05,000) (1,20,00,000) (7,18,26,468) | |||
| Net Change | 8,51,307 | (1,68,05,000) | (15,00,000) | (1,74,53,693) |
| Indebtedness at the end of the financial year | ||||
| i) Principal Amount | 11,79,820 | 58,20,000 | 91,35,000 | 1,61,34,820 |
| ii) Interest due but not paid |
6,243 | 12,93,650 | - | 12,99,893 |
| iii) Interest accrued but not due |
- | - | - | - |
| Total (i+ii+iii) | 11,86,063 | 71,13,650 | 91,35,000 | 1,74,34,713 |
Note These deposits refers to the security deposits received by the Company, from various lessees, as per terms and conditions of respective lease agreements.
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Remuneration to Managing Director, Whole-time Directors and/or Manager:
| Sr. | Particulars of Remuneration | Name of the | Total |
|---|---|---|---|
| No. | MD/WTD/Manager Amount | ||
| 1 | Gross Salary | 10,50,000 10,50,000/- | |
| (a) Salary as per provisions contained in section 17(1) of the Income -tax Act, 1961 |
|||
| (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 |
NIL | NIL | |
| (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 |
NIL | NIL | |
| 2 | Stock Option | NIL | NIL |
| 3 | Sweat Equity | NIL | NIL |
| 4 | Commission as % of profit others, specify |
NIL | NIL |
| NIL | NIL | ||
| 5 | Others, please specify (Insurance Premium, PF and Superannuation contribution, Sitting fees paid, if any)) |
NIL | |
| Total (A) | 10,50,000 | 10,50,000 | |
| Ceiling as per the Act * (since the effective capital is less than Rs. 5 Crores) |
30,00,000/- | NIL |
- b) Remuneration to other directors:
- I) Independent Non-Executive Directors:
| Particulars of Remuneration |
Mr. B. K. Khaitan |
Mr.V.K.Beswal | Mr. B. R. Nadkarni |
Total Amount |
|---|---|---|---|---|
| Fee for attending board I committee meetings* |
2,000 | 4,000 | 2,000 | 8,000 |
| Commission | - | - | - | - |
| Others, please specify |
- | - | - | - |
| Total (1) | 2,000 | 3,000 | 2,000 | 8,000 |
(*) excluding reimbursement of travel and other expenses incurred for the Company!s business I meetings.
ii) Non-Executive Directors
| Particulars of Remuneration |
Kumar Jatia | Mr. Arun Ms. Vrinda Jatia |
Mr.S.K.Bansal Total amount | |
|---|---|---|---|---|
| Fee for attending board/committee meetings* |
4000 | 3000 | 4000 | 11000/- |
| Commission | - | - | - | - |
| Others, please specify | - | - | - | - |
| Total (2) | 4000 | 3000 | 4000 | 11000!- |
(*) excluding reimbursement of travel and other expenses incurred forthe Company's business! meetings.
| Sr | Particulars of Remuneration | Key Managerial Personnel | ||
|---|---|---|---|---|
| No | Company secretary Company secretary | Total | ||
| Ms. Priya Nair* | Ms. Reena Rapheal** | |||
| Gross Salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 |
4,47,084 | 2,07,946 6,55,030 | ||
| (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 |
- | - | - | |
| (c) Profits in lieu of salary under section 17(3) Income -tax Act, 1961 |
- | - | - | |
| Stock Option | - | - | - | |
| Sweat Equity | - | - | - | |
| Commission as % of profit others, specify |
- | - | - | |
| Others, please specify (Bonus) | 10,000 | - | 10,000 | |
| Total | 4,57,084 | 2,07,946 6,65,030 |
c) Remuneration to Key Managerial Personnel other than MD/Manager/WTD:
*Ms.Priya Nair resigned as Company Secretary and CFO with effect from 31 October, 2019 **Ms Reena Rapheal appointed as Company Secretary with effect from 02" November, 2019
VII. PENALTIES I PUNISHMENT! COMPOUNDING OF OFFENCES:
| Type | Section of the Companies Act |
Brief Description |
Details of Penalty I Punishment! Compounding fees imposed |
Authority [RD! NCLT! COURT] |
Appeal made, if any (give Details) |
|---|---|---|---|---|---|
| A. COMPANY | |||||
| Penalty | -- | -- | -- | -- | -- |
| Punishment | -- | -- | -- | -- | -- |
| Compounding | |||||
| B. DIRECTORS | -- | -- | -- | -- | -- |
| Penalty | -- | -- | -- | -- | -- |
| Punishment | -- | -- | -- | -- | -- |
| Compounding | |||||
| C. | -- | -- | -- | -- | -- |
| Penalty | -- | -- | -- | -- | -- |
| Punishment | -- | -- | -- | -- | -- |
| Compounding | -- | -- | -- | -- | -- |
Form AOC- I
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
Part "A": Subsidiary
| (Amount In Rs. | ||
|---|---|---|
| I | Sl.No. | I |
| 2 | Name of the subsidiary | Fujisan Technologies Limited |
| 3 | Reporting period for the subsidiary concerned, if different from the holding the Reporting period of company's reporting period |
Reporting period is same as Holding Company |
| 4 | Reporting currency and Exchange rate Not applicable as on the last date of the relevant Financial year in the case of foreign subsidiaries. |
|
| 5 | Share capital (Rs.) | 1,000,000 |
| 6 | Reserves & surplus (Rs.) | 23,020,536 |
| 7 | Total assets (Rs.) | 33,409,532 |
| 8 | Total Liabilities (Rs.) | 33,409,532 |
| 9 | Investments (Rs.) | 11,556,100 |
| 10 | Turnover (Rs.) | 3,15,34,892 |
| 11 | Profit before taxation (Rs.) | 66,27,592 |
| 12 | Provision for taxation (Rs.) | 17,07,116 |
| 13 | Profit after taxation(Rs.) | 49,20,476 |
| 14 | Proposed Dividend (Rs.) | N.A. |
| 15 | % of shareholding | 100% |
Notes:
1. Names of subsidiaries which are yet to commence operations - NIL
2. Names of subsidiaries which have been liquidated or sold during the year. - NIL
PART "B": ASSOCIATES AND JOINT VENTURES
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures
| Name of Associates/Joint Ventures | AMJ Land | Pudumjee | |
|---|---|---|---|
| Holdings Limited | Paper Products | ||
| (Formerly known | Limited | ||
| as Pudumjee Pulp | |||
| & Paper Mills | |||
| Limited) | |||
| 1. | Latest audited Balance Sheet Date | 31.03.2020 | 31.03.2020 |
| 2. | Shares of Associate/Joint Ventures held by the | ||
| company on the year end | |||
| (i) | Number of Shares | 6,368,253 | 13,815,362 |
| (ii) | Amount of Investment in Associates/Joint Venture | 137,677,280 | 418,700,325 |
| (iii) | Extent of Holding % | 15.53 | 14.55 |
| 3. | Description of how there is significant influence | Associate | Associate |
| 4. | Reason why the associate/joint venture is not consolidated |
Consolidated | Consolidated |
| 5. | Networth attributable to Shareholding as per latest audited Balance Sheet |
1,020,569,000 | 2,799,568,000 |
| 6. | Profit / Loss for the year | 98,047,000 | 272,125,000 |
| (i) | Considered in Consolidation | 15,226,699 | 39,594,188 |
| (ii) | Not Considered in Consolidation | 82,820,301 | 232,530,812 |
Notes:
-
Names of associates or joint ventures which are yet to commence operations - NIL
-
Names of associates or joint ventures, which have been liquidated or sold during the year.- NIL
On behalf of the Board of Directors
A.K.Jatia V.K.Beswal Director Director DIN :01104256 DIN :00120095
Raju Adhia Reena Rapheal Chief Financial Officer Company Secretary
Place: Mumbai Date : 25th June, 2020
Independent Auditor's Report
To The Members ofTHACKER AND COMPANY LIMITED
Report on theAudit of the standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements of Thacker And Company Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2020, the Statement of Profit and Loss (including other comprehensive income) and the Statement of Cash Flows for the year ended on that date, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements").
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2020, the profit & Loss statement, total comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(l 0) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) togetherwith the independence requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAl's Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
Information Other than the Standalone Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board's Report including Annexures to Board's Report, Business Responsibility Report, Corporate Governance and Shareholder's Information, but does not include the standalone financial statements and our auditor's report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the IndAS and other accounting principles generally accepted in India. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the Standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a mannerthat achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, make sit probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced.
We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
- 1) As required by Section 143(3) of the Act, based on our audit we report that:
- a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary forthe purposes of our audit.
- b) In our opinion, proper books of account as required bylaw have been kept by the Company so far as it appears from our examination of those books.
- c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.
- d) In our opinion, the aforesaid Standalone financial statements comply with the AS specified under Section 133oftheAct, read with Rule 7 of the Companies (Accounts) Rules, 2014.
- e) On the basis of the written representations received from the directors as on March 31, 2020 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2020 from being appointed as a director in terms of Section 164 (2) of the Act.
- f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.
-
g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of theAct, as amended: In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
-
h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies(Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
- i) The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements.
- ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.
- iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
- 2) As required by the Companies (Auditor's Report) Order, 2016 ('the Order") issued by the Central Government in terms of Section 143(l 1) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs3 and 4 of the Order.
For and on behalf of ADV & Associates Chartered Accountants FRN.128045W
Prakash Mandhaniya
Partner Membership No.: 421679 Place: Mumbai Dated: 25th June 2020 UDIN: 20421679AAAABC4293
Annexure "A" to the Independent Auditor's Report
(Referred to in paragraph 1(f) under 'Report on Other Legal and Regulatory Requirements section of our report to the Members of The THACKERAND COMPANY LIMITED of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of The THACKER AND COMPANY LIMITED ('the Company") as of March 31, 2020 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Management's Responsibility for Internal Financial Controls
The Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required underthe CompaniesAct, 2013.
Auditor's Responsibility
Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the Company.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occurand not be detected.
Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2020, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For and on behalf of ADV & Associates Chartered Accountants FRN. 128045W
Prakash Mandhaniya
Partner Membership No.: 421679 Place: Mumbai Dated: 25th June 2020 UDIN: 2042 1679AAAABC4293
Annexure 'B' to the Independent Auditor's Report
(Referred to in paragraph 2 under Report on Other Legal and Regulatory Requirements section of our report to the Members of The Thacker And Company Limited of even date)
- I) In respect of the Company's fixed assets:
- a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
- b) The Company has a program of verification to cover all the items of fixed assets in a phased manner which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.
- c) According to the information and explanations given to us, the records examined by us and based on the examination of the conveyance deeds I registered sale deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are leasehold, are held in the name of the Company as at the balance sheet date.
- ii) The Company has a program of verification to coverall the items of inventories in a phased manner which, in our opinion, is reasonable having regard to the size of the Company. According to the information and explanations given to us, no material discrepancies were noticed on such verification.
- iii) According the information and explanations given to us, the Company has not granted secured unsecured loans to bodies corporate, firms, LLP or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, reporting under this clause is not applicable to the company.
- iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable.
- v) The Company has not accepted deposits during the year and does not have any unclaimed deposits as at March 31,2020 and therefore, the provisions of the clause 3 (v) of the Order are not applicable to the Company.
-
vi) The maintenance of cost records has not been specified by the Central Government under section 148(1) of the companies Act, 2013 for the business activities carried out by the Company. Thus reporting under clause 3(vi) of the order is notapplicable to the company.
-
vii) According to the information and explanations given to us, in respect of statutory dues:
- a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income Tax, Goods and Service Tax, Customs Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.
- b) There were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income Tax, Goods and Service Tax, Customs Duty, Cess and other material statutory dues in arrears as at March 31, 2020 fora period of more than six months from the date they became payable.
- c) According to the information and explanations given to us, there are no dues of income tax, duty of excise and service tax and value added tax have not been deposited with the appropriate authorities on account of any dispute.
- viii) According to the records of the company examined by us and the information and explanations given to us, the company has not defaulted in repayment of loan and borrowings to a bank. The Company has not taken loans from the government and financial institution nor has it issued any debentures.
- ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments)or term loans and hence reporting under clause 3 (ix) of the Order is not applicable to the Company.
- x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company or no material fraud on the Company by its officers or employees has been noticed or reported during the year.
- A) In our opinion and according to the information and explanations given to us, the Company has paid/ provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
- xii) The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of the Order is not applicable to the Company.
-
xiii) In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements as required by the applicable accounting standards.
-
xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly paid convertible debentures and hence reporting under clause 3 (xiv) of the Order is not applicable to the Company.
- xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its Directors or persons connected to its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.
- xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
For and on behalf of ADV & Associates Chartered Accountants FRN .128045W
Prakash Mandhaniya Partner Membership No.: 421679 Place: Mumbai Dated: 25th June 2020 UDIN: 20421679AAAABC4293
BALANCE SHEET AS AT 31ST MARCH, 2020
| (All amounts in INR unless otherwise stated) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Particulars | Note No. |
As at 31-Mar-20 |
As at 31-Mar-19 |
||||||
| ASSETS | |||||||||
| 1. Non-current assets (a) Property, plant and equipment (b) Intangible Assets (c) Financial assets i. Investments (d) Deferred tax assets (net) (e) Income tax assets (net) |
3 4 5(a) 6(a) 7 |
224,298,941 55,084 71,891,653 423,189 8,533,102 |
245,165,938 180,994 90,087,569 451,691 9,800,099 |
||||||
| 2. Current assets (a) Inventories (b) Financial assets i. Trade receivables ii. Cash and cash equivalents iii. Other financial assets (c) Other current assets |
8 5(b) 5(c) 5(d) 9 |
1,496,005 - 6,102,840 318,736 998,154 |
2,260,005 - 6,315,606 553,048 1,310,863 |
||||||
| TOTAL ASSETS | 314,117,704 | 356,125,813 | |||||||
| EQUITY AND LIABILITIES 1. Equity (a) Equity share capital |
10(a) | 1,087,944 | 1,087,944 | ||||||
| (b) Other equity | 10(b) | 293,594,096 | 318,431,926 | ||||||
| 2. Current liabilities (a) Financial liabilities i. Trade payables - Dues to micro,small & medium enterprises - Dues to others than micro,small & medium enterprises - Dues to Related Parties ii. Other financial liabilities (b) Provisions (c) Employee benefit obligations (d) Other current liabilities |
11(a) 11(a) 11(a) 11(b) 12 13 14 |
- 641,117 12,744 17,507,282 748,000 335,249 191,272 |
- 284,476 - 36,018,584 - 302,883 - |
||||||
| TOTAL EQUITY AND LIABILITIES | 314,117,7C4 | 356,125,813 |
Summary of significant accounting policies 2
The accompanying notes are integral part of the financial statements.
As per our report of date attached
For and on behalf of ADV & Associates Chartered Accountants For and on behalf of the Board of Directors of Thacker and Company Limited
Firm Registration No: 128045W
Prakash Mandhaniya Partner Membership No. 421679 Date: 25th June, 2020 Place: Mumbai
Arun K Jatia Director (DIN :01104256) Date: 25th June, 2020 Place: Mumbai
Vinod K Beswal Raju R Adhia Reena Rapheal Director CFO CS (DIN :00120095)
Date: 25th June, 2020 Date: 25th June, 2020 Date: 25th June, 2020 Place: Mumbai Place: Mumbai Place: Mumbai
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2020
| (All amounts in INR unless otherwise stated) | |||||||
|---|---|---|---|---|---|---|---|
| Particulars | Note No. |
Yearended 31-Mar-20 |
Yearended 31-Mar-19 |
||||
| Income Revenue from operations Other Income (net) |
15 16 |
16,541,580 29,545,187 |
514,808 26,281,648 |
||||
| Total income | 46,086,767 | 26,796,456 | |||||
| Expenses Purchases Changes in Inventories Employee benefit expense Finance costs Depreciation and amortisation expense Other expenses |
17 18 19 20 21 |
- 764,000 2,184,041 1,497,523 20,992,906 5,357,374 |
- 235 2,270,167 2,850,334 23,741,832 2,564,024 |
||||
| Total expenses | 30,795,844 | 31,426,592 | |||||
| Profit before Tax | 15,290,923 | (4,630,136) | |||||
| Income tax expense - Current tax - Deferred tax |
22(a) 22(a) |
1,549,043 28,502 |
- (54,234) |
||||
| Profit after tax for the year | 13,713,378 | (4,575,902) | |||||
| Other comprehensive income | |||||||
| A. Items that will be reclassified to profit or loss: B. Items that will not be reclassified to profit or loss - Changes in fair value of FVOCI equity instruments - Remeasurements of post-employment benefit obligations - Income tax relating to above items |
- (18,195,916) |
- (7,485,024) - - |
|||||
| Other comprehensive income for the year, net of tax | (18,195,916) | (7,485,024) | |||||
| Total comprehensive income for the Period | (4,482,538) | (12,060,926) | |||||
| Paid up Equity Capital (face value of Rs. 1/-per share) Earning per equity share: |
1,087,944 | 1,087,944 | |||||
| (1) Basic (Rs.) (2) Diluted (Rs.) |
12.60 12.60 |
(4.21) (4.21) |
Summary of significant accounting policies 2 The accompanying notes are integral part of the financial statements.
As per our report of date attached For and on behalf of ADV & Associates Firm Registration No: 128045W
Chartered Accountants For and on behalf of the Board of Directors of Thacker and Company Limited
Prakash Mandhaniya Partner Membership No. 421679 Date: 25th June, 2020
Place: Mumbai
Arun K Jatia
Director (DIN : 01104256) Date: 25th June, 2020 Place: Mumbai
Vinod K Beswal Raju R Adhia Reena Rapheal Director CEO CS (DIN :00120095)
Date: 25th June, 2020 Date: 25th June, 2020 Date: 25th June, 2020 Place: Mumbai Place: Mumbai Place: Mumbai
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2020
(All amounts in INR unless otherwise stated)
| Year ended | Year ended | |
|---|---|---|
| Particulars | 31-Mar-20 | 31-Mar-19 |
| A. CASH FLOW FROM OPERATING ACTIVITIES: | ||
| Profit /(Loss) before Extraordinary Items & Tax | 15,290,923 | (4,630,136) |
| Add I (Less) Adjustments for: Depreciation and amortisation expense Rental income & Licence Fees Amortisation of Revaluation reserve Dividend income Operating profit before working capital changes Add/(Less) Adjustments for: (Increase) / decrease in Trade & Current Asset (Increase)! decrease in Inventories Increase! (decrease) in Current Liabilities Cash Generated from/(Used in)Operations |
20,992,906 (14,730,500) (20,355,292) (7,704,503) (6,506,466) 547,021 764,000 (365,280) (5,560,725) |
23,741,832 (510,000) (22,580,209) (3,210,955) (7,189,468) 964,571 235 10,048,464 3,823,802 |
| Direct Taxes Paid !(Refund) NET CASH GENERATED FROM I (USED IN) OPERATING ACTIVITIES [A] |
282,044 (5,842,769) |
188,519 4,012,321 |
| B. CASH FLOW FROM INVESTING ACTIVITIES: (Purchase)/Sale of Investment Rental Income Dividend Income |
- 14,730,500 7,704,503 |
(48) 510,000 3,210,955 |
| NET CASH GENERATED FROM / (USED IN) INVESTING ACTIVITIES: [B] | 22,435,003 | 3,720,907 |
| C. CASH FLOW FROM FINANCING ACTIVITIES: | ||
| Proceeds from Incorporate deposits Repayment of Incorporate deposits |
300,000 (17,105,000) |
7,900,000 (15,675,000) |
| NET CASH GENERATED FROM /(USED IN) FINANCING ACTIVITIES: [C] | (16,805,000) | (7,775,000) |
| Net increase in Cash and Cash equivalents [A+B+C] | (212,766) | (41,772) |
| Cash and Cash Equivalents At The Beginning Of The Year | 6,315,606 | 6,357,378 |
| Cash And Cash Equivalents At The End Of The Year | 6,102,840 | 6,315,606 |
Notes:
-
The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in Indian Accounting Standard (Ind AS) 7 on "Statement of Cash Flows".
-
Prior year comparatives have been reclassified to conform with current year's presentation, where applicable.
-
For details of Cash and cash equivalents refer note 5(c).
The accompanying notes are integral part of the financial statements. As per our report of date attached For and on behalf of ADV & Associates For and on behalf of the Board of Directors of Thacker and Company Limited Chartered Accountants Firm Registration No: 128045W Vinod K Beswal Raju RAdhia Reena Rapheal
Prakash Mandhaniya Partner Membership No. 421679 Date: 25th June, 2020 Place: Mumbai
Arun K Jatia Director (DIN :01104256) Date: 25th June, 2020 Place: Mumbai
Director CFO CS (DIN : 00120095) Place: Mumbai Place: Mumbai Place: Mumbai
Date: 25th June, 2020 Date: 25th June, 2020 Date: 25th June, 2020
| Statement of changes in equity | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (All amounts in INR unless otherwise stated) | ||||||||||
| Particulars | Notes | Equity share capital |
Revaluation reserve |
General Reserves |
Capital Redemption reserve |
0 her equity Capital Reserve |
Retained earnings |
Statutory Reserve uls 451C |
FVOCI | Total Other equity |
| Balance as at 31-Mar-2018 | 1,087,944 | 236,669,082 | 47,785,352 | - | 7,953 | 41,255,014 | 968,573 | 26,387,088 | 353,073,062 | |
| Profit for the year | 10(b) | - | - | - | - | - | (4,575,902) | - | - | (4,575,902) |
| Other comprehensive income for the | ||||||||||
| year | 10(b) | (7,485,024) | (7,485,024) | |||||||
| Total comprehensive income for the | ||||||||||
| year | - | - | - | - | - | (4,575,902) | - | (7,485,024) | (12,060,926) | |
| Transaction with owners in their | ||||||||||
| capacity as owners: | ||||||||||
| Amortisation of Revaluation Reserves | 10(b) | - | (22,580,209) | - | - | - | - | - | - | (22,580,209) |
| Transfer to statutory reserve | 10(b) | - | - | - | - | - | - | - | - | |
| Balance as at 31-Mar-2019 | 1,087,944 | 214,088,872 | 47,785,352 | - | 7,953 | 36,679,112 | 968,573 | 18,902,064 | 318,431,926 | |
| Profit for the year | 10(b) | - | - | - | - | - | 13,713,378 | - | - | 13,713,378 |
| Other comprehensive income for the | ||||||||||
| year | 10(b) | - | - | - | - | - | - | - | (18,195,916) | (18,195,916) |
| Total comprehensive income for the | ||||||||||
| year | - | - | - | - | - | 13,713,378 | - | (18,195,916) | (4,482,538) | |
| Transaction with owners in their | ||||||||||
| capacity as owners: | - | |||||||||
| Amortisation of Revaluation Reserves | 10(b) | - | (20,355,292) | - | - | - | - | - | - | (20,355,292) |
| Balance as at 31-Mar-2020 | 1,087,944 | 193,733,581 | 47,785,352 | - | 7,953 | 50,392,490 | 968,573 | 706,147 | 293,594,096 | |
| The accompanying notes are an integral part of the financial statements. As per our report of date attached For & behalf of ADV & Associates For and on behalf of the Board of Directors of Thacker and Company Limited Chartered Accountants Firm Registration No: 128045W |
||||||||||
| Prakash Mandhaniya Partner Membership No. 421679 Date: 25th June, 2020 Place: Mumbai |
Arun K Jatia Director (DIN :01104256) Date: 25th June, 2020 Place: Mumbai |
Vinod K Beswal Director (DIN :00120095) Date. 25th June, 2020 Place: Mumbai |
CFO | Raju R Adhia Date: 25th June, 2020 Place: Mumbai |
CS | Reena Rapheal Date: 25th June, 2020 Place: Mumbai |
—I I C) M z C) 0 z -< I- -I m
Notes to the financial statements as on and for the year ended 31st March, 2020
Note 1: General information about the Company:
Thacker and company Limited is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on Bombay stock exchange in India. The registered office of the Company is located at Bhogilal Hargovindas Building, Mezzanine Floor, 18/20, K. Dubhash Marg, , Mumbai, Maharashtra, 400001, India. The Company is primarily engaged in the business of real estate activities with own or leased property and other financial activities.
Note 2: Summary of significant accounting policies:
a. Basis of preparation
The standalone financial statements of the Company have been prepared in accordance with Ind AS notified underthe Companies (Indian Accounting Standards) Rules, 2015.
The company received order approving cancellation of certificate of registration to carry on the business of NBFC, from RBI, on November 30, 2018. The Ministry of Corporate Affairs (MCA) had issued a notification dated 16th February 2015, announcing the Companies (Indian Accounting Standards) Rules, 2015 for adoption and applicability of Indian Accounting Standards (Ind AS). Also as per guidelines given by Ind AS Technical Facilitation Group (ITFG) Ind AS will be applicable from when company does not have NBFC Status. Thus being a listed entity, the company adopted Ind AS from 01/12/18. The transition date for Ind AS implementation is 01/04/2017.
The financial statements have been prepared on the historical cost basis except for a leasehold premises certain financial instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies below.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either, in the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by the Company. The fair value of an asset or a liability is measured using assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best
interest. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the standalone financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fairvalue measurement as a whole:
- Level 1- Quoted (unadjusted) market prices in active markets for identical assets or liabilities;
- Level 2- Valuation techniques forwhich the lowest level input that is significantto the fairvalue measurement is directly or indirectly observable;
- Level 3- Valuation techniques forwhich the lowest level input that is significantto the fairvalue measurement is unobservable.
b. Current versus non-current classification
The Company presents assets and liabilities in the balance sheet based on current/non-current classification. An asset is current when it is:
- 1 . Expected to be realised or intended to be sold or consumed in the normal operating cycle;
-
- Held primarily for the purpose of trading;
-
- Expected to be realised within the operating cycle or twelve months after the reporting period; or
-
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is current when:
-
- It is expected to be settled in the normal operating cycle;
-
- It is held primarily for the purpose of trading;
-
- It is due to be settled within the operating cycle or twelve months after the reporting period; or
-
- There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period
The Company classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
c. Revenue Recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duties collected on behalf of the government.
The specific recognition criteria described below must also be met before revenue is recognised. Revenue from Rental Income Rental income is considered in books as and when due and the bills are raised.
Interest income
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable. Interest income is included in other income in the statement of profit and loss.
Dividends
Income from dividend on investments is accrued in the year in which it is declared, whereby the Company's right to receive is established.
d. Property, plant and equipment
Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of replacing part of the property, plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met. When significant parts of the property, plant and equipment are required to be replaced at intervals, the Company depreciates them separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in statement of profit or loss as incurred. No decommissioning liabilities are expected to be incurred on the assets of plant and equipment.
The leasehold premises, comprising of one building having Written Down Value (WDV) Rs. 22,23,88,516/ as per INDAS as at 31st Mar, 2020 is leased to the company under Finance Lease up to the year 2066. The premises is partly being used by the company for its own business and partly leased out. Since the company is using the premises for the purpose of its business, also being the registered office of the company, the property is classified under Property, Plant and Equipment.
Depreciation is calculated on a WDV basis over the estimated useful lives of the assets. The Company, based on technical assessment made by technical expert and management estimate, depreciates all the assets over estimated useful life which is also the useful life prescribed in Schedule Ilto the CompaniesAct, 2013. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.
e. Inventory
Inventories are valued at cost or net realisable value whichever is lower
f. Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that the Company incurs in connection with the borrowing of funds.
g. Leases
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly stated in the arrangement.
For arrangements entered into prior to 1st April, 2017, the Company has determined whether the arrangement contain lease on the basis of facts and circumstances existing on the date of transition.
A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the risks and rewards incidental to ownership to the Company is classified as a finance lease. Operating lease payments are recognised as an expense in the statement of profit and loss on a straight basis over the lease them.
Leases in which the Company does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating leases. Rental income from operating lease is recognised on a straight line basis over the term of the relevant lease
h. Taxes
Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss of the year and any adjustment to the tax payable or receivable in respect of previous years. It is measured using tax rate enacted or substantially enacted at the reporting date.
Deferred tax
Deferred tax is recognised in respect of temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.
Deferred tax assets are recognised for deductible temporary differences, the carry forward of unused tax credits and any unused tax losses to the extent that it is probable that taxable profit will be available against which those can be utilised. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each
reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable Company and the same taxation authority.
Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively
L Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash at banks, cash in hand and deposits with an original maturity of 12 months or less, which are subject to an insignificant risk of changes in value.
j. Provisions and Contingent liability
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit or loss net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Contingent liabilities are disclosed in the Notes. Contingent liabilities are disclosed for
- i. possible obligations which will be confirmed only by future events not wholly within the control of the Company or
- ii. present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.
k. Employee benefits
Short-term employee benefit are expensed as the related service is provided. Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within one year after the end of the period in which the employees render the related service are the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.
Post-employment obligations
The Company operates the following post-employment schemes: i. defined benefit plan - gratuity
I. Financial instruments
Financial assets Initial recognition and measurement
All financial assets are recognised initially at fair value, except for investment in subsidiaries and associates where the Company has availed option to recognise the same at cost in separate financial statements.
The classification depends on the Company's business model for managing the financial asset and the contractual terms of the cash flows. The Company classifies its financial assets in the following measurement categories:
i. those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss),
ii. those measured at amortised cost, and
iii. those measured at cost, in separate financial statements.
Subsequent measurement
For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income. For investments in equity instruments, this will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income. All other financial assets are measured at amortised cost, using the effective interest rate (FIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the FIR. The FIR amortisation is included in finance income in the statement of profit or loss.
Financial liabilities
Initial recognition
All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
Subsequent measurement
The subsequent measurement of financial liabilities depends on their classification, as described below:
Trade and other payables
These amounts represent liabilities for goods and services provided to the Company prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within one year after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.
m. Earnings per share
The basic earnings per share is computed by dividing the net profit for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The Company does not have any potential equity share or warrant outstanding for the periods reported, hence diluted earnings pershare is same as basic earnings per share of the Company.
n. Segment reporting
Where a financial report contains both consolidated financial statements and separate financial statements of the parent, segment information needs to be presented only in case of consolidated financial statements. Accordingly, segment information has been provided only in the consolidated financial statements.
0: Critical estimates and judgements
Impairment of Trade receivables
The Company estimates the uncollectability of accounts receivable by analyzing historical payment patterns, customer concentrations, customer credit-worthiness and current economic trends. If the financial condition of a customer deteriorates, additional allowances may be required.
p: Standards issued but not yet effective
IndAS 116-Leases:
On March 30, 2019, Ministry of Corporate Affairs has notified IndAS 116, Leases. IndAS 116 will replace the existing leases Standard, Ind AS 17 Leases. The Standard sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract i.e., the lessee and the lessor. Ind AS 116 introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term of more than twelve months, unless the underlying asset is of low value. Currently, operating lease expenses are charged to the Statement of profit & loss. The Standard also contains enhanced disclosure requirements for lessees. Ind AS 116 substantially carries forward the lessor accounting requirements in IndAS 17.
The effective date for adoption of IndAS 116 is annual periods beginning on orafterApril 1, 2019.
The standard permits two possible methods of transition - 1) Full retrospective - Retrospectively to each prior period presented applying Ind AS 8 Accounting Policies, Changes in Accounting Estimates and Errors. 2) Modified retrospective - Retrospectively, with the cumulative effect of initially applying the Standard recognized at the date of initial application. Certain practical expedients are available under both the methods.
On completion of evaluation of the effect of adoption of Ind AS 116, the Company is proposing to use the 'Modified Retrospective Approach' for transitioning to Ind AS 116, and take the cumulative adjustment to retained earnings, on the date of initial application (April 1, 2019). Accordingly, comparatives for the year ended March 31, 2019 will not be retrospectively adjusted. The Company has elected certain available practical expedients on transition.
The effect of adoption as on April 1, 2019 would majorly result in an increase in Right of use asset and
corresponding increase in lease liability. The Company is currently evaluating the effect of this amendment on the financial statements.
Amendment to Ind AS 12- Income Taxes:
1) Introduction of Appendix C:
According to the appendix, companies need to determine the probability of the relevant tax authority accepting each tax treatment, or group of tax treatments, that the companies have used or plan to use in their income taxfiling which has to be considered to compute the most likely amount orthe expected value of the tax treatment when determining taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates.
The standard permits two possible methods of transition - i) Full retrospective approach - Under this approach, Appendix C will be applied retrospectively to each prior reporting period presented in accordance with Ind AS 8 -Accounting Policies, Changes in accounting Estimates and Errors, without using hindsight and ii) Retrospectively with cumulative effect of initially applying Appendix C recognized by adjusting equity on initial application, without adjusting comparatives.
The effective date for adoption of Ind AS 12 Appendix C is annual periods beginning on or after April 1, 2019. The Company will adopt the standard on April 1, 2019 and has decided to adjust the cumulative effect in equity on the date of initial application i.e. April 1, 2019 without adjusting comparatives. The effect on adoption of Ind AS 12 Appendix C would not be material.
2) In connection with accounting fordividend distribution taxes:
The amendment clarifies that an entity shall recognise the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where the entity originally recognised those past transactions or events.
Effective date for application of this amendment is annual period beginning on or after April 1, 2019. The Company is currently evaluating the effect of this amendment on the financial statements.
Amendment to Ind AS 19- Employee Benefits:
On March 30, 2019, Ministry of Corporate Affairs issued amendments to Ind AS 19 in connection with accounting for plan amendments, curtailments and settlements.
The amendments require an entity - 1)To use updated assumptions to determine current service cost and net interest for the remainder of the period after a plan amendment, curtailment or settlement. 2) And to recognise in profit or loss as part of past service cost, or a gain or loss on settlement, any reduction in a surplus, even if that surplus was not previously recognised because of the impact of the asset ceiling.
Effective date for application of this amendment is annual period beginning on orafterApril 1, 2019. The impact on account of this amendmentwould not be material.
Amendments to IndAS 109- Financial Instruments:
1) Classification of a financial instruments with prepayment feature with negative compensation:
Negative compensation arises where the terms of the contract of the financial instrument permit the holder to make repayment or permit the lender or issuer to put the instrument to the borrower for repayment before the maturity at an amount less than the unpaid amounts of principal and interest. Earlier, there was no guidance on classification of such instruments. According to the amendments, these types of instruments can be classified as measured at amortised cost, or measured at fair value through profit or loss, or measured at fair value through other comprehensive income by the lender or issuer if the respective conditions specified under Ind AS 109 are satisfied. The impact on account of this amendment would not be material.
2) Ind AS 109 excludes interest in associates and joint ventures that are accounted for in accordance with Ind AS 28, Investments in Associates and Joint Ventures from its scope. According to the amendments, Ind AS 109 should be applied to the financial instruments, including long-term interests in associates and joint venture, that, in substance, form part of an entity's net investment in associate or joint venture, to which the equity method is not applied. The Company is currently evaluating the effect of this amendment on the financial statements.
Note on Going concern assumption due to COVID-19
The COVID-19 outbreak has developed rapidly in India and across the globe. Measures taken by the Government to contain the virus, like lock-downs and other measures, have affected economic activity and caused disruption to regular business operations. The Company has considered the possible effects that may result from the pandemic relating to COVID-19 on the carrying amounts of all assets and liabilities including receivables, loans, investments and inventories. While the Management has evaluated and considered the possible impact of COVID-19 pandemic on the financial statements, given the uncertainties around its impact on future economic activity, the impact of the subsequent events is dependent on the circumstances as they evolve. Presently the Annual report is made on the basis of going concern basis.
Notes to the financial statements as on and for the year ended 31st March, 2020.
Note 3a: Property, plant and equipment (All amounts in INR unless otherwise stated
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| Gross block | Accumulated depreciation,depletion,impairment,amortisation | Net Block | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As at | Additions | Deductions | As at | As at | Charge for | Disposal! | Impairment | As at | Value as at Value as at | |||
| Particulars | 1-Apr-19 | during | during | 31-Mar-20 | 1-Apr-19 | the year | Adjustments charge for the 31-Mar-20 | 31-Mar-20 | 31-Mar-19 | |||
| the year | the year | year | ||||||||||
| Leasehold Land * | 290,980,284 | - | - | 290,980,284 | 47,913,836 | 20,677,932 | - | - | 68,591,768 222,388,516 243,066,448 | |||
| Furniture & Fixtures | 3,520,309 | - | - | 3,520,309 | 1,566,010 | 162,888 | - | - | 1,728,898 | 1,791,411 | 1,954,299 | |
| Office Equipments | 170,563 | - | - | 170,563 | 69,606 | 25,320 | - | - | 94,926 | 75,637 | 100,958 | |
| Computers | 150,825 | - | - | 150,825 | 106,592 | 856 | - | - | 107,448 | 43,377 | 44,233 | |
| Total | 294,821,981 | - | - | 294,821,981 49,656,043 20,866,996 | - | - | 70,523,040 224,298,941 245,165,938 | |||||
| Gross block | Accumulated depreciation, depletion, impairment,amortisation | Net Block | ||||||||||
| Additions | Deductions | As at | As at | Charge for | Disposal! | Impairment | As at | Value as at | Value as at | |||
| Particulars | Deemed Cost | during | during | 31-Mar-19 | 1-Apr-18 | the year | Adjustments charge for the 31-Mar-19 | 31-Mar-19 | 31-Mar-18 | |||
| 1-Apr-18 | the year | the year | year | |||||||||
| Leasehold Land * | 290,980,284 | - | - | 290,980,284 | 25,072,090 | 22,841,746 | - | - | 47,913,836 243,066,448 265,908,194 | |||
| Furniture& Fixtures | 3,520,309 | - | - | 3,520,309 | 915,362 | 650,648 | - | - | 1,566,010 | 1,954,299 | 2,604,947 | |
| Office Equipments | 170,563 | - | - | 170,563 | 32,647 | 36,959 | - | - | 69,606 | 100,958 | 137,916 | |
| Computers | 150,825 | - | - | 150,825 | 89,648 | 16,944 | - | - | 106,592 | 44,233 | 61,177 |
Total 294,821,981 - - 294,821,981 26,109,747 23,546,296 - - 49,656,043 245,165,938 268,712,234
Notes to the financial statements as on and for the year ended 31st March, 2020.
Note 4a: Intangible Assets (All amounts in INR unless otherwise stated)
| Gross block | Accumulated depreciation.depletion.impairment.amortisation | Net Block | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Particulars | As at 1-Apr-19 |
Additions durina |
Deductions durina |
Asat 31-Mar-20 |
As at 1-Apr-19 |
Charge for the vear |
Disposal/ | Impairment Adjustments charge for the |
As at 31-Mar-20 |
Value as at 31-Mar-20 |
Value as at 31-Mar-19 |
| the year | the year | year | |||||||||
| Trade mark | 169.128 | $\blacksquare$ | 169.128 | 84.520 | 41.224 | - | 125.744 | 43.384 | 84.608 | ||
| Website Development | 381.998 | $\sim$ | 381.998 | 285,612 | 84,686 | $\sim$ | 370.298 | 11,700 | 96,386 | ||
| Total | 551.126 | 551,126 | 370,132 | 125,910 | 496,042 | 55,084 | 180,994 |
| Gross block Accumulated depreciation,depletion,impairment,amortisation Net Block | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| As at Additions Deductions As at Charge for Disposal! Impairment As at Value as at Value as at | |||||||||||
| Particulars 1-Apr-19 during 31-Mar-20 1-Apr-19 the year Adjustments charge for the 31-Mar-20 31-Mar-20 31-Mar-19 | |||||||||||
| the year the year year | |||||||||||
| Trade mark 169,128 - 169128 84,520 41,224 - 125,744 43,384 84,608 | |||||||||||
| Website Development 381,998 - 381998 285,612 84,686 - 370,298 11,700 96,386 | |||||||||||
| Total 551,126 - 551,126 370,132 125,910 - 496,042 55,084 180,994 | |||||||||||
| Gross block Accumulated depreciation,depletion,mpairment,amortisation Net Block | |||||||||||
| Deemed Cost Additions Deductions As at As at Charge for Disposal! Impairment As at Value as at Value as | |||||||||||
| Particulars as on during during 31-Mar-19 1-Apr-18 the year Adjustments charge for the 31-Mar-19 31-Mar-19 31-Mar-18 | |||||||||||
| 1-Apr-18 the year the year year | |||||||||||
| Trade mark 169,128 - 169,128 41,224 43,296 - 84,520 84,608 127,904 | |||||||||||
| Website Development 381,998 - 381,998 133,372 152,240 - 285,612 96,386 248,626 | |||||||||||
| Total 551,126 - - 551,126 174,596 195,536 - . 370,132 180,994 376,530 |
OZOZ-6WZ1IOd2I 1VflNNV
Notes to the financial statements as on and for the year ended 31st March, 2020.
Note 5: Financial assets
5(a) Investment
I Non-current investments (All amounts in INR unless otherwise stated)
| Particulars | 31-Mar-20 | 31-Mar-19 |
|---|---|---|
| A) Investment in Equity Instruments a) Unquoted (at cost less provision for impairment if any) |
||
| I) Investment in Equity shares at cost (carried at FVTPL) 2 equity shares of Pudumjee Plant Laboratories Limited of Rs. 10/- each fully paid-up (net of provision for impairment) (31-Mar-2019:2) |
20 | 20 |
| ii) Investment in Subsidiary at cost | ||
| 1,00,000 equity shares of Fujisan Technologies Limited of Rs. 10/- each fully paid-up (net of provision for impairment) (31-Mar-2019:1,00,000) |
1,000,000 | 1,000,000 |
| b) Quoted | ||
| i) Investment in Equity Instruments carried at FVOCI | ||
| 25,20,210 equity shares of 3P Land Holdings Limited (formely known as Pudumjee Industries Limited) of Rs. 2/- each fully paid-up* (31-Mar-2019: 25,20,210) |
7,585,832 | 25,781,748 |
| ii) Investment in Associate at cost | ||
| 63,68,253 equity shares of AMJ Land Holdings Limited (formely known as Pudumjee Pulp and Paper Mills Limited) of Rs. 2/- each fully paid-up* (31-Mar-2019: 63,68,253) |
20,954,724 | 20,954,724 |
| 1,29,15,362 equity shares of Pudumjee Paper Products Limited of Rs. 1/- each fully paid- up* (31-Mar-2019: 1,29,15,362) |
42,351,028 | 42,351,028 |
| iii) Investment in Equity shares at cost | ||
| 50 equity shares of Sirpur Papers Mills Limited of Rs. 10/- each fully paid-up (31-Mar-2019:50) |
i | |
| Total of Investment in Equity Instruments (A) | 71,891,605 | 90,087,521 |
| B) Investment in Preference Shares (carried at FVTPL) a) Unquoted (at cost less provision for impairment if any) 5 preference shares of Pudumjee Plant Laboratories Limited of Rs. 10/- |
||
| each fully paid-up (net of provision for impairment) | 48 | 48 |
| Total of Investment in Preference share (B) | 48 | 48 |
| Total Non-Current Investments (A+B) | 71,891,653 | 90,087,569 |
| Aggregate amount of quoted investments and market value thereof Aggregate amount of unquoted investments Aggregate amount of impairment in the value of Investments |
235,323,208 1,000,068 |
383,686,020 1,000,068 |
Investment in the equities of group companies i.e AMJ Land Holdings Limited and Pudumjee Paper Products Limited are considered as associate hence valued at cost and 3P Land Holdings Limited is valued at fair market value as the same is not considered as an associate.
Notes to the financial statements as on and for the year ended 31st March, 2020.
5(b) Trade Receivables
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Trade Receivables | - | - |
| Receivables from related parties | - | - |
| Less: Allowance for doubtful debts | - | - |
| Total | - | - |
| Current portion | - | - |
| Non-current portion | - | - |
Break-up of security details
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Secured, considered good | - | - |
| Unsecured, considered good | - | - |
| Unsecured, considered doubtful | - | - |
| Total | - | - |
| Allowance for doubtful debts | - | - |
| Total | - | - |
5(c) Cash and cash equivalents
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Balances with banks | ||
| - in current accounts | 474,308 | 15,536 |
| - in Unclaimed bonus | 5,532 | 5,621 |
| Cash on hand | 23,000 | 23,000 |
| Fixed Deposits with original maturity of 12 months or less | 5,600,000 | 6,271,448 |
| Total | 6,102,804 | 6,315,606 |
5(d) Other financial assets
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Current | ||
| Accrued Interest receivables | - | 54,312 |
| Security deposits | 318,736 | 498,736 |
| Total | 318,736 | 553,048 |
Notes to the financial statements as on and for the year ended 31st March, 2020.
Note 6: Deferred Tax Assets I (Liabilities)
a) Net Deferred Tax Assets
Significant components of deferred tax assets recognised, are disclosed as follows:
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Major components of defferred tax assets: Property, Plant & Equipment |
423,189 | 451,691 |
| Net Deferred Tax Assets | 423,189 | 451,691 |
b) Movement in Deferred Tax Assets
| Significant components of deferred tax Assets | Property Plant & Equipment |
Total |
|---|---|---|
| As at 01-Mar-2018 | 397,456 | 397,456 |
| (Charged/Credited): | ||
| - to statement of Profit and Loss | 54,235 | 54,235 |
| - to other comprehensive income | - | - |
| As at 31-Mar-2019 | 451,691 | 451,691 |
| (Charged/Credited): - to statement of Profit and Loss |
(28,502) | (28,502) |
| As at 31-Mar-2020 | 423,189 | 423,189 |
Note 7: Income tax assets (Net)
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Income tax Assets / (liabilities) Net | 8,533,102 | 9,800,099 |
| Total | 8,533,102 | 9,800,099 |
Note 8: Inventories
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Stock in trade | 1,496,005 | 2,260,005 |
| Total | 1,496,005 | 2,260,005 |
Notes to the financial statements as on and for the year ended 31st March, 2020.
Note 9: Other current assets
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Advances to employees | 78,511 | 157,027 |
| Prepaid Expenses | 7,751 | 12,811 |
| Other receivables | 911,892 | 533,044 |
| Input GST/ VAT and taxes Recoverable (Net) | - | 607,981 |
| Total | 998,154 | 1,310,863 |
Note 10: Equity share capital and other equity 10 (a) Equity share capital
(i) Authorised Share Capital: (All amounts in INR unless otherwise stated
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| 15,00,000 equity shares of Rs.1/- each (15,00,000 shares of Rs. 1/- each at 31-Mar-2019) |
1,500,000 | 1,500,000 |
| Total | 1,500,000 | 1,500,000 |
(ii) Issued, subscribed and Paid up: (All amounts in INR unless otherwise stated)
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| 10,87,719 equity shares of Rs.1/- each (10,87,719 shares of Rs. 1/- each at 31-Mar-2019) |
1,087,719 | 1,087,719 |
| Add Forefeited Shares (forefeited during F.Y. 2013-14) | 225 | 225 |
| Total | 1,087,944 | 1,087,944 |
The Company has only one class of equity shares having a par value of Rs. 1/- per share. Each holder of equity shares is entitled to one vote per share. The company has not declared any dividend during the year. In the event of liquidation of the Company, the holder of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders
(iii) Details of shareholders holding more than 5% shares in the company
| 31-Mar-20 | 31-Mar-19 | |||
|---|---|---|---|---|
| Particulars | No. of shares /o Holdings No. of shares /o Holdings | |||
| Suma Commercial Pvt. Ltd. | 342,690 | 31.51% | 342,690 | 31.51% |
| Chem mach Pvt. Ltd. | 65,000 | 5.98% | 65,000 | 5.98% |
| Yashvardhan Jatia Trust | 118,410 | 10.89% | 118,410 | 10.89% |
Notes to the financial statements as on and for the year ended 31st March, 2020.
Note 10 (b) Other Equity
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Revaluation reserve | 193,733,580 214,088,872 | |
| General Reserves | 47,785,352 47,785,352 | |
| Capital Reserve | 7,953 | 7,953 |
| Retained earnings | 50,392,490 36,679,112 | |
| Statutory Reserve u/s 451C | 968,573 | 968,573 |
| FVOCI | 706,147 18,902,064 | |
| Capital Redemption Reserve | - | - |
| Total reserves and surplus | 293,594,096 318,431,926 |
(i) Revaluation Reserves
| Particulars | 31-Mar-20 31-Mar-19 |
|---|---|
| Opening balance Movement during the year |
214,088,872 236,669,082 (20,355,292) (22,580,209) |
| Closing balance | 193,733,580 214,088,872 |
(ii) General Reserves
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Opening balance Movement during the year |
- | 47,785,352 47,785,352 - |
| Closing balance | 47,785,352 47,785,352 |
(iii) Capital Reserve
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Opening balance Movement during the year |
7,953 - |
7,953 - |
| Closing balance | 7,953 | 7,953 |
(iv) Retained Earnings
| Particulars | 31-Mar-20 31-Mar-19 |
|---|---|
| Opening balance Net Profit of the year |
36,679,112 41,255,014 13,713,378 (4,575,902) |
| Closing balance | 50,392,490 36,679,112 |
Notes to the financial statements as on and for the year ended 31st March, 2020.
(v) Statutory Reserve u/s 451C
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Opening balance Movement during the year (Transferred to General reserves) |
968,573 - |
968,573 - |
| Closing balance | 968,573 | 968,573 |
(vi) FVOCI Equity Instruments
| Particulars | 31-Mar-20 31-Mar-19 |
|---|---|
| Opening balance Movement during the year |
18,902,064 26,387,088 (18,195,916) (7,485,024) |
| Closing balance | 706,147 18,902,064 |
(vii) Capital Redemption Reserve
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Opening balance Movement during the year |
- - |
- - |
| Closing balance | - | - |
Note 10(c) Nature and purpose of reserves
Revaluation reserves:
Revaluation reserves comprises of revalued figure of leasehold premises (Tangible assets)
Retained earnings:
Retained earnings comprises of the Company's undistributed earnings after taxes.
Note 11: Financial liabilities
11(a) Trade payables (All amounts in INR unless otherwise stated
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Current Trade payables to micro,small & medium enterprises Trade payables to other than micro,small & medium enterprises Trade payables to related parties |
- 641,117 12,744 |
- 284,476 - |
| Total | 653,861 | 284,476 |
The Company has compiled this information based on the information available with the company and as provided by the parties. As at 31st March 2020, no supplier is registered with the appropriate authority under the Micro, Small and Medium Enterprises Development Act, 2006.
Notes to the financial statements as on and for the year ended 31st March, 2020.
11(b) Other financial liabilities
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Current | ||
| Current Maturities of Long-term borrowings (lCD) | 5,820,000 22,625,000 | |
| Interest accrued but not due (on lCD) | 1,293,650 | 2,426,345 |
| Current Maturities of Long-term borrowings (Bank 00) | 1,249,272 | 328,513 |
| Interest accrued but not due (on Bank OD) | 6,243 | 609 |
| Security Deposit | 9,135,000 10,635,000 | |
| Unclaimed fractional Shares amount | 3,117 | 3,117 |
| Total | 17,507,282 36,018,584 |
Note 12: Provision
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Current Other Provision |
748,000 | - |
| Total | 748,000 | - |
Note 13: Employee benefit obligations
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Current Provision for Gratuity |
335,249 | 302,883 |
| Total | 335,249 | 302,883 |
Note 14: Other current liabilities
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Current Advance from customers Provisions for Expenses Statutory tax payables |
- - 191,272 |
- - - |
| Total | 191,272 | - |
Notes to and forming part of Profit & Loss Account for the year ended 31st March 2020
Note 15: Revenue from operations (All amounts in lNR unless otherwise stated)
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Revenue from sale of Products Revenue from sale of Services Leave and licence fees |
327,606 1,483,474 14,730,500 |
4,808 - 510,000 |
| Total | 16,541,580 | 514,808 |
Note 16: Other income
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Dividend from shares | 7,704,503 3,210,955 | |
| Interest Income | ||
| -from bank on Fixed Deposits | 405,332 | 409,532 |
| -from Income tax refund | 1,074,818 | 114,563 |
| -from Electricity security Deposit | 5,238 | - |
| Amortisation of revaluation reserve | 20,355,292 22,580,209 | |
| Miscellaneous Income | 4 | 1,745 |
| Provision of earlier years written back | - | (35,357) |
| Total | 29,545,2187 26,281,648 |
Note 17: Changes in finished inventory
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Opening balance Finished inventory Construction work-in progress |
2,260,005 - |
2,260,240 - |
| Total opening balance | 2,260,005 | 2,260,240 |
| Closing balance Finished inventory Construction work-in progress |
1,496,005 - |
2,260,005 - |
| Total closing balance | 1,496,005 | 2,260,005 |
| Changes in finished inventory | 764,000 | 235 |
Note 18: Employee benefit expense
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Salaries, wages and bonus Staff welfare expenses |
2,178,851 5,190 |
2,270,167 - |
| Total | 2,184,041 2,270,167 |
Notes to and forming part of Profit & Loss Account for the year ended 31st March 2020
Note 19: Finance costs
| Particulars | 31-Mar-20 | 31-Mar-19 |
|---|---|---|
| Interest on intercorporate deposits Bank Charges & Commission |
1,495,460 2,063 |
2,840,166 10,168 |
| Total | 1,497,523 | 2,850,334 |
Note 20: Depreciation and amortisation expenses
| Particulars | 31-Mar-20 | 31-Mar-19 |
|---|---|---|
| Depreciation of Plant Property and Equipments Amortization of intangible assets |
20,866,996 125,910 |
23,546,296 195,536 |
| Total | 20,992,906 | 23,741,832 |
Note 21: Other expenses
| Particulars | 31-Mar-20 | 31-Mar-19 |
|---|---|---|
| Repairs and maintenance | - | 6,218 |
| Annual Maintenance | 5,500 | 5,603 |
| Annual Custody Fees | 9,000 | - |
| Electricity Charges | 17,867 | 363,054 |
| Printing and Stationery | 56,769 | 39,745 |
| Directors Sitting fees | 19,000 | 26,000 |
| Membership Fees | 6,000 | 24,896 |
| Society Charges | 399,668 | 429,709 |
| E Voting Charges | 10,000 | 10,000 |
| Rent expenses | 169,392 | 228,792 |
| Rates and taxes | 2,500 | 4,937 |
| Legal and professional fees | 1,349,228 | 507,191 |
| Advertisement Expenses | 368,410 | 295,110 |
| Listing Fees | 300,000 | 250,000 |
| Telephone & Mobile Charges | 17,235 | 25,303 |
| Postage and Courier | 8,262 | 9,677 |
| Secretarial Audit Fees | 75,000 | 75,000 |
| Commission and Brokerage | 1,500,000 | 45,000 |
| Balance written off | 40,969 | - |
| Reimbursement of Expenses | 4,520 | 15,498 |
| Provision for Non Moving Inventory | 748,000 | - |
| Miscellaneous expenses | 19,994 | 17,534 - |
| Travel and Conveyance | 60 | - |
| Appeal Fees (Income Tax) Payments to Auditors (refer note 20(a) below) |
10,000 220,000 |
184,756 |
| Total | 5,357,374 | 2,564,024 |
| 87 |
Notes to and forming part of Profit & Loss Account for the year ended 31st March 2020 Note 21(a): Details of payments to auditors
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Payment to auditors | ||
| As auditor: | ||
| Audit fee | 145,000 | 109,756 |
| In other capacities | ||
| Income tax return preparation and uploading charges | 35,000 | 35,000 |
| Other services (incl.certification fees) | 40,000 | 40,000 |
| Total | 220,000 184,756 |
Note 22: Income Tax Expenses
(a) Income Tax Expenses
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Current Tax Current Tax on Profits for the year Adjustments of Current tax of prior periods |
1,549,043 - |
- - |
| Total Current Tax Expenses | 1,549,043 | - |
| Deferred Tax Decrease / (Increase) in deferred tax assets (Decrease) / Increase in deferred tax liabilities |
28,502 - |
(54,234) - |
| Total Deferred Tax expenses I (benefit) | (54,234) | |
| INCOME TAX EXPENSE | 1,577,545 | (54,234) |
(b) The reconciliation between the provision of income tax and amounts computed by applying statutory income tax rate to profit before taxes is as follows:
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Profit before taxes (after adjusting losses of previous years) Enacted Income Tax Rate |
25.17% | 15,290,923 (4,630,136) 26.00% |
| Computed Expected Income Tax Expenses | 3,848,725 (1,203,835) | |
| Effect of Income exempt from tax Effect of expenses not deductible for income tax purpose Effect of expenses allowed under income tax act Unrecognised Deferred tax on Business loss carried forward Excess / (short) Provision of tax Reduction in deferred tax liability due to change in tax rate |
(1,939,223) - (360,459) - 28,502 |
- - 1,203,834 - (54,234) |
| Income Tax Expenses | 1,577,545 | (54,235) |
Notes to the financial statements as on and for the year ended 31st March, 2020.
Note 23: Fair Value Measurement:-
a) Financial Instruments by Category :- (All amounts in INR unless otherwise stated)
| Particulars | 31-Mar-20 | 31-Mar-19 | ||||
|---|---|---|---|---|---|---|
| FVPL | FVOCI | Amortised cost FVPL | FVOCI | Amortised cost | ||
| Financial assets | ||||||
| Investments | ||||||
| -Equity instruments* | 20 | 7,585,832 | - | 20 | 25,781,748 | - |
| -Preference shares | 48 | - | - | 48 | - | - |
| Trade receivables | - | - | - | - | - | - |
| Cash and cash equivalents | - | - | 6,102,840 | - | - | 6,315,606 |
| Security deposits | - | - | 318,736 | - | - | 498,736 |
| Other Financial Assets | - | - | - | - | 54,312 | |
| Total financial assets | 68 | 7,585,832 | 6,421,576 | 68 | 25,781,748 | 6,868,654 |
| Financial liabilities | ||||||
| Trade payables | - | - | 653,861 | - | - | 284,476 |
| Other Financial liabilities | - | - | 17,507,282 | - | - | 36,018,584 |
| Total financial liabilities | - | - | 18,161,143 | - | - | 36,303,060 |
*Investment includes equity investments in subsidiaries, associates which are carried at costs and hence are not required to be disclosed as per Ind AS 107 "Financial Instruments Disclosures". Hence, the same have been excluded from the above table
b) Fair Value Hierarchy:-
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are recognised and measured at fair value. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.
Financial assets and liabilities measured at fair value - recurring fair value measurements At 31-Mar-2020
| Particulars | Notes | Level I | Level 2 | Level 3 | Total |
|---|---|---|---|---|---|
| Financial assets | |||||
| Financial Investments at FVPL | |||||
| Unquoted equity investments | 5(a)1 | - | - | 20 | 20 |
| Unquoted Preference share investments | 5(a)1 | - | - | 48 | 48 |
| Financial Investments at FVOCI | |||||
| Equity investments | 5(a)1 | 7,585,832 | - | - | 7,585,832 |
| Total financial assets | 7,585,832 | - | 68 | 7,585,900 | |
| Financial liabilities | - | - | - | - | - |
Notes to the financial statements as on and for the year ended 31st March, 2020.
(All amounts in INR unless otherwise stated)
Financial assets and liabilities measured at fair value - recurring fair value measurements At 31st March 2019
| Particulars | Notes | Level I | Level 2 | Level 3 | Total |
|---|---|---|---|---|---|
| Financial assets | |||||
| Financial Investments at FVPL | |||||
| Unquoted equity investments | 5(a)1 | - | - | 20 | 20 |
| Unquoted Preference share investments | 5(a)1 | - | - | 48 | 48 |
| Financial Investments at FVOCI | |||||
| Equity investments | 5(a)1 | 25,781,748 | - | - | 25,781,748 |
| Total financial assets | 25,781,748 | - | 68 | 25,781,816 | |
| Financial liabilities | - | - | - | - | - |
There have been no transfers between levels during the period.
C) Valuation technique used to determine fair value
Level 1: This hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments that have quoted price. The fair value of all equity instruments which are traded in the stock exchange is valued using the closing price as at the reporting period.
Level 2: Fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument as observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable data, the instrument is included in level 3. This is the case for unlisted equity and preference securities.
d) As per Ind AS 107 "Financial Instrument: Disclosure", fairvalue disclosures are not required when the the carrying amounts reasonably approximate the fair value. Accordingly fair value disclosures have not been made for the following financial instruments:-
-
- Trade receivables
-
- Cash and cash equivalent
-
- Security deposits
-
- Interest accrued on deposits
-
- Other payables
-
- Trade payables
-
- Employee dues
Notes to the financial statements as on and for the year ended 31st March, 2020.
(All amounts in INR unless otherwise stated)
Note 24:-Financial Risk Management
The Company's business activities are exposed to a variety of financial risks, namely liquidity risk, market risks and credit risk. The Company's senior management has the overall responsibility for establishing and governing the Company's risk management framework. The Company has constituted a Risk Management Committee, which is responsible for developing and monitoring the Company's risk management policies. The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set and monitor appropriate risk limits and controls, periodically review the and analyze the risks faced by the Company, to set and monitor appropriate risk limits and controls, periodically review the changes in market conditions and reflect the changes in the policy accordingly. The key risks and mitigating actions are also placed before the Audit Committee of the Company.
a. Management of Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations and arises principally from the company's receivables from customers, investments in debt securities, loans given to related parties and others.
Trade Receivables
Customer credit risk is managed by requiring customers to pay advances through progress billings before transfer of ownership, therefore, substantially eliminating the credit risk in this respect.
Based on prior experience and an assessment of the current economic environment, management believes there is no credit risk provision required. Also the company does not have any significant concentration of credit risk.
The ageing of trade receivables is as follows:-
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| More than 6 months Others |
- - |
- - |
| Total | - | - |
The amount reflected in the table above are not impaired as on the reporting date.
Other financial assets:-
The Company maintains exposure in cash and cash equivalents, term deposits with banks. TheCompany has set counter-parties limits based on multiple factors including financial position, credit rating, etc.
The Company's maximum exposure to credit risk is the carrying value of each class of financial assets.
b. Management of Liquidity Risk
Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The Company's approach in managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses or risking damage to company's reputation. In doing this, management considers both normal and stressed conditions.
Management monitors the rolling forecast of the company's liquidity position on the basis of expected cash flows. This monitoring includes financial ratios and takes into account the accessibility of cash and cash equivalents.
The following table shows the maturity analysis of the Company's financial liabilities based on contractually agreed undiscounted cash flows along with its carrying value as at the Balance Sheet date.
| Undiscounted amount | ||||
|---|---|---|---|---|
| Contractual maturities of financial liabilities | Carrying amount | Total | Payable within 1 year |
|
| As at 31-Mar-2020 | ||||
| Financial Liabilities | ||||
| Current | ||||
| Trade payables | 653,861 | 653,861 | 653,861 | |
| Other financial liabilities | 17,507,282 | 17,507,282 | 17,507,282 | |
| Total Liabilities | 18,161,143 | 18,161,143 | 18,161,143 | |
| As at 31-Mar-2019 | ||||
| Financial Liabilities | ||||
| Current | ||||
| Trade payables | 284,476 | 284,476 | 284,476 | |
| Other financial liabilities | 36,018,584 | 36,018,584 | 36,018,584 | |
| Total Liabilities | 38,303,060 | 38,303,060 | 38,303,060 |
c. Management of Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of fluctuation in market prices. These comprise three types of risk i.e. currency rate , interest rate and other price related risks. Financial instruments affected by market risk include loans and borrowings, deposits and investments.
L) Currency Risk and sensitivity:-
The Company does not have any currency risk as all operations are within India.
ii.) Interest Rate Risk and Sensitivity:-
Interest rate risk is the risk that the fair value or future cash flows on a financial instrument will fluctuate because of changes in market interest rates. The management is responsible for the monitoring of the company's interest rate position. Various variables are considered by the management in structuring the company's investment to achieve a reasonable, competitive cost of funding
The exposure of the company's borrowing to fixed interest rate at the end of the reporting period are as follows:
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Financial Liabilities Fixed rate intercorporate deposits |
5,820,000 22,625,000 | |
| Total | 5,820,000 22,625,000 |
iii) Price Risk and Sensitivity:
The Company is mainly exposed to the price risk due to its investment in Equity instruments carried at FVOCI. The price risk arises due to uncertainties about the future market values of these investments. These are exposed to price risk.
The company also have investment in equities of other companies. The company treats the investment as strategic and thus fair value the investment through OCI. Thus the changes in the market price of the securities are reflected under OCI and hence not having impact on profit and loss. The profit or loss on sale will be considered at the time of final disposal or transfer of the investment. Also investment in associates and subsidiaries are carried at cost.
Notes to the financial statements as on and for the year ended 31st March, 2020.
(All amounts in INR unless otherwise stated)
Note 25:- Capital Risk Management
The Company's policy is to maintain an adequate capital base so as to maintain creditor and market confidence and to sustain future development. Capital includes issued capital and all other equity reserves attributable to equity holders. In order to strengthen the capital base, the company may use appropriate means to enhance or reduce capital, as the case may be.
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Borrowings + Intercorporate deposits (current + non-current) |
7,113,650 25,051,345 | |
| Less: Cash and Cash Equivalents Less: Current Investments |
6,102,840 - |
6,315,606 - |
| Net Debt | 1,010,810 18,735,739 | |
| Equity Net Debt to Equity |
0.34% | 294,682,040 319,519,870 5.86% |
Notes to the financial statements as on and for the year ended 31st March, 2020.
(All amounts in INR unless otherwise stated)
Note 26: Related party disclosure
A. List of related parties (as identified and certified by the Management)
| (i) | Name | Relationship |
|---|---|---|
| Chem Mach Private Limited. | Group Company | |
| Suma Commercial Private Limited. | Group Company | |
| AMJ Land Holdings Limited (formely known as Pudumjee Pulp & Paper Mills Limited) | Associate Company | |
| Pudumjee Plant Laboratories Limited | Group Company | |
| Pudumjee Paper Products Limited | Associate Company | |
| Pudumjee Investment and Finance Company Limited | Group Company | |
| Fujisan Technologies Limited | Subsidiary Company |
(ii) Key Management Personnel (KMP)
| Name | Relationship |
|---|---|
| Arunkumar Mahabirprasad Jatia | Director |
| Vrinda Jatia | Director |
| Surendra Kumar Bansal | Director |
| Basant Kumar Khaitan | Director |
| Vinod Kumar Beswal | Director |
| Raju Rasiklal Adhia | CFO |
| Bhalchandra Ramakant Nadkarni | Director |
| Reena Rapheal | Company Secretary |
* Please note only those related parties with whom the company has transaction during the year has been disclosed
B. Transaction with related parties (All amounts in INR unless otherwise stated)
| i. Inter corporate deposit given Suma Commercial Private Limited 550,000 - 550,000 Pudumjee Investment and Finance Company Limited - 2,125,000 - - |
Sr during he year Arunkumar Mahabirprasad Jatia 4,300,000 5,900,000 - 1,800,000 - 6,100,000 Chem Mach Private Limited 12,255,000 7,650,000 - 4,020,000 - 15,975,000 |
NO Particulars 31-Mar-20 31-Mar-19 31-Mar-20 31-Mar-19 Receivable Payable Receivable Payable |
||
|---|---|---|---|---|
| ii. Inter corporate deposit received | ||||
| Arunkumar Mahabirprasad Jatia - - - | ||||
| Chem Mach Private Limited 300,000 5,225,000 - | ||||
| Suma Commercial Private Limited - 550,000 - - | ||||
| Pudumjee Investment and Finance Company Limited - 2,125,000 - - - | ||||
| iii. Interest charged | ||||
| Arunkumar Mahabirprasad Jatia 358,197 649,731 - 358,197 - 649,731 | ||||
| Chem Mach Private Limited 938,901 1,747,198 - 938,901 - 1,747,198 | ||||
| Suma Commercial Private Limited 29,412 29,416 3,448 - 29,416 | ||||
| Pudumjee Investment and Finance Company Limited - 281,489 - - - | ||||
| iv. Rent paid | ||||
| AMJ Land Holdings Limited 152,928 241,920 - 12,744 18,900 - | ||||
| (formely known as Pudumjee Pulp & Paper Mills Limited) | ||||
| v. Dividend received | ||||
| Pudumjee Paper Products Limited 4,520,376 1,937,304 - - | ||||
| AMJ Land Holdings Limited 3,184,127 1,273,651 - - - | ||||
| (formely known as Pudumjee Pulp & Paper Mills Limited) | ||||
| vi. Purchase of shares (investment) | ||||
| Chem Mach Private Limited - 48 - | ||||
| vii. Remuneration to Key Management Personnel | ||||
| a) Salary and short term employment benefits 439,255 768,883 - - 10,000 | ||||
| b) Post employment benefit - - - | ||||
| c) Other long term benefits - - - - | ||||
| d) Sitting fees to non-executive directors - - - | ||||
| e) Sitting fees to directors 19,000 26,000 - - - |
Notes to the financial statements as on and for the year ended 31st March, 2020.
(All amounts in INR unless otherwise stated)
Note 27: Contingent Liabilities not provided for in respect of:
| Particulars | 31-Mar-20 | 31-Mar-19 |
|---|---|---|
| Income Tax demands under dispute |
Note 28: Computation of basic and diluted Earning Per Share (EPS)
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Basic I Diluted EPS: | ||
| (a) Net Profit after tax as per Profit & Loss Account: | 13,713,378 (4,575,902) | |
| After current and deferred tax | ||
| (b) Number of Equity shares of Rs. 1/- each | 1,087,944 | 1,087,944 |
| (c) Basic & Diluted (in Rs.) | 12.60 | (4.21) |
Note 29: Assets pledged as security
No assets pledged as security during the year.
Note 30: Lease
(a) Operating lease as Leasor:
The company has leased a premises under cancellable operating lease. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated.
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Commitments for minimum lease receivables in relation to cancellable Operating lease |
||
| i) not later than one year ii) later than one year and not later than five years iii) later than five years |
14,730,500 76,244,460 - |
360,000 1,260,000 - |
(b) Operating lease as Leasee:
The company has subletted a property under an operating lease. The lease have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated.
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Commitments for minimum lease payables in relation to cancellable Operating lease |
||
| i) not later than one year ii) later than one year and not later than five years |
129,600 162,000 |
189,000 199,800 |
| iii) later than five years | - | - |
Notes to the financial statements as on and for the year ended 31st March, 2020.
(All amounts in INR unless otherwise stated)
Note 31: Disclosure for changes in Financial Liabilities (as per amendment to Ind AS 7)
| Particulars | 31-Mar-19 | Cash flows | Non cash changes! Fair value! Amortisation |
31-Mar-20 |
|---|---|---|---|---|
| Long term borrowings (including current maturities) | - | - | - | - |
| Short term borrowings | 22,625,000 (16,805,000) | - | 5,820,000 | |
| Total liabilities from financing activities | 22,625,000 (16,805,000) | - | 5,820,000 |
Note 32: Reclassification
Previous year figure's have been reclassified to confirm to this year's classification
The accompanying notes are an integral part of the financial statements. As per our report of date attached
Chartered Accountants Thacker and Company Limited Firm Registration No: 128045W
For and on behalf of ADV & Associates For and on behalf of the Board of Directors of
Prakash Mandhaniya Partner Membership No. 421679 Date: 25th June, 2020 Place: Mumbai
Arun K Jatia Director (DIN : 01104256) Date: 25th June, 2020 Place: Mumbai
Vinod K Beswal Raju R Adhia Reena Rapheal Director CEO CS (DIN : 00120095)
Place: Mumbai Place: Mumbai Place: Mumbai
Date: 25th June, 2020 Date: 25th June, 2020 Date: 25th June, 2020
Independent auditor's report
To The Members of THACKER AND COMPANY LIMITED Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the accompanying consolidated financial statements of The THACKER AND COMPANY LIMITED ("the Company") and its subsidiaries (the Company and its subsidiaries together referred as "the Group), which comprise the Consolidated Balance Sheet as at March 31, 2020, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), and the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows forthe year ended on that date, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the consolidated financial statements").
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Accounting Standards prescribed under section 133 of theAct and other accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at March 31, 2020, the consolidated profit & Loss statement, consolidated total comprehensive income, consolidated changes in equity and its cash flows for the year ended on that date.
Basis for opinion
We conducted our audit of the consolidated financial statements in accordance with the Standards on Auditing specified under section 143(l 0) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAl) together with the independence requirements that are relevant to our audit of the consolidated financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAl's Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.
Information Other than the Consolidated Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board's Report including Annexures to Board's Report, Business Responsibility Report, Corporate Governance and Shareholder's Information, but does not include the consolidated financial statements and our auditor's report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Management's Responsibility for the Consolidated Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance, Consolidated Total Comprehensive Income, Consolidated changes in equity and consolidated cash flows of the Group in accordance with the AS and other accounting principles generally accepted in India. The respective board of directors of the companies included in the Group are responsible for maintenance of the adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the respective board of directors of the companies included in the Group are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
The respective board of directors of the companies included in the Group are responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not guarantee that an audit conducted in accordance with SAs will always detect material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughoutthe audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a mannerthat achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the Consolidated financial statement. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities in then Consolidated financial statements.
Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced.
We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
- 1) As required by Section 143(3) of the Act, based on our audit we report that:
- a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.
- b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far has it appears from our examination of those books.
- c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including Other
Comprehensive Income, Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of consolidated financial statements.
- d) In our opinion, the aforesaid consolidated financial statements comply with the AS specified under Section 133oftheAct, read with Rule 7 of the Companies (Accounts) Rules, 2014.
- e) On the basis of the written representations received from the directors as on March 31, 2020 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2020 from being appointed as a director in terms of Section 164 (2) of the Act.
- f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, referto our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting.
- g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of theAct, as amended: In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
- h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies(Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according tothe explanations given to us:
- i) The Consolidated Financial Statements disclosed the impact of pending litigations on its consolidated financial position of the Group.
- ii) Provision has been made in the consolidated financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.
- iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
For and on behalf of ADV & Associates Chartered Accountants FRN.128045W
Prakash Mandhaniya Partner Membership No.: 421679 Place: Mumbai Dated: 25th June 2020 U D I N : 20421679AAAABD2927
Annexure "A" to the Independent Auditor's Report
(Referred to in paragraph 1(f) under Report on Other Legal and Regulatory Requirements' section of our report tothe Members of The THACKER AND COMPANY LIMITED of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
In conjunction with our audit of the consolidated financial statements of the company as of and year ended March 31, 2020 we have audited the internal financial controls over financial reporting of THACKER AND COMPANY LIMITED (hereinafter referred to as "Company".) and its subsidiary companies, which are companies incorporated in India, as of that date.
Management's Responsibility for Internal Financial Controls
The Board of Directors of the Company and its subsidiary which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the respective Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (" the ICAl"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required underthe CompaniesAct, 2013.
Auditor's Responsibility
Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company and its subsidiary companies, which are companies incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing, prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal
financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the Company and its subsidiary companies, which are companies incorporated in India.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion to the best of our information and according to the explanations given to us, the Company and its subsidiary companies, which are incorporated in India, have , in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2020, based on the internal control over financial reporting criteria established by the respective Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For and on behalf of ADV &Associates Chartered Accountants FRN.128045W
Prakash Mandhaniya Partner Membership No.: 421679 Place: Mumbai Dated: 25th June 2020 U D I N : 20421679AAAABD2927
CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2020
| (All amounts in INR unless otherwise stated) | ||||
|---|---|---|---|---|
| Particulars | Note No. |
As at 31-Mar-20 |
As at 31-Mar-19 |
|
| ASSETS | ||||
| 1. Non-current assets (a) Property, plant and equipment (b) Intangible Assets (c) Financial assets i. Investments (d) Deferred tax assets (net) (e) Income tax assets (net) |
3(a) 4(a) 5(a) 6(a) 7 |
225,504,437 55,084 566,599,303 647,608 8,027,070 |
245,707,182 180,994 528,858,910 693,360 10,194,117 |
|
| 2. Current assets (a) Inventories (b) Financial assets i. Trade receivables ii. Cash and cash equivalents iii. Other financial assets (c) Other current assets |
8 5(b) 5(c) 5(d) 9 |
3,947,876 3,118,640 20,552,708 381,296 1,338,733 |
5,775,359 1,739,941 23,316,051 1,347,540 4,616,023 |
|
| TOTAL ASSETS | 830,172,755 | 822,429,477 | ||
| EQUITY AND LIABILITIES 1. Equity (a) Equity share capital (b) Other equity |
10(a) 10(b) |
1,087,944 800,766,182 |
1,087,944 772,603,287 |
|
| 2. Current liabilities (a) Financial liabilities i. Trade payables - Dues to micro,small & medium enterprises - Dues to others than micro,small & medium enterprises - Dues to Related Parties ii. Other financial liabilities (b) Provisions (c) Employee benefit obligations (d) Other current liabilities |
11(a) 11(a) 11(a) 11(b) 12 13 14 |
- 7,257,438 12,744 17,507,282 1,323,000 335,249 1,882,916 |
- 7,468,042 - 39,264,190 - 302,883 1,703,131 |
|
| TOTAL EQUITY AND LIABILITIES | 830,172,755 | 822,429,477 |
Summary of significant accounting policies 2
The accompanying notes are integral part of the financial statements.
As per our report of date attached
For and on behalf of ADV & Associates
Firm Registration No: 128045W
Chartered Accountants For and on behalf of the Board of Directors of Thacker and Company Limited
Prakash Mandhaniya Partner Membership No. 421679 Date: 25th June, 2020 Place: Mumbai
Arun K Jatia Director (DIN :01104256) Date: 25th June, 2020 Place: Mumbai
Vinod K Beswal Raju R Adhia Reena Rapheal Director CFO CS (DIN :00120095)
Date: 25th June, 2020 Date: 25th June, 2020 Date: 25th June, 2020 Place: Mumbai Place: Mumbai Place: Mumbai
CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2020
| (All amounts in INR unless otherwise stated) | |||
|---|---|---|---|
| Particulars | Note No. |
Year ended 31-Mar-20 |
Year ended 31-Mar-19 |
| Income Revenue from operations Other Income (net) |
15 16 |
46,974,278 30,647,381 |
26,097,823 27,283,891 |
| Total income | 77,621,659 | 53,381,714 | |
| Expenses Purchases Changes in Inventories Employee benefit expense Finance costs Depreciation and amortisation expense Other expenses |
17 18 19 20 21 |
14,950,715 1,827,483 3,477,605 1,676,695 21,303,599 12,467,047 |
12,049,450 (2,079,559) 3,252,733 2,932,088 23,864,761 14,983,958 |
| Total expenses | 55,703,144 | 55,003,431 | |
| Profit before Tax | 21,918,515 | (1,621,717) | |
| Income tax expense Current tax - Deferred tax - Provision for Current tax for earlier year written back |
22(a) 22(a) 22(a) |
3,281,167 45,752 (42,258) |
721,273 (12,914) 170 |
| Profit before share of net profit/(loss)of associate and joint Venture and tax | 18,633,854 | (2,330,246) | |
| Share of net profit/(loss) of associate, joint venture by using equity methood of accounting | 54,823,558 | 30,290,005 | |
| Other comprehensive income | 73,457,412 | 27,959,759 | |
| A. Items that will be reclassified to profit or loss: B. Items that will not be reclassified to profit or loss - Changes in fair value of FVOCI equity instruments - Share of changes in fair value of FVOCI equity instrument from associate - Remeasurements of post-employment benefit obligations - Share of Remeasurements of post-employment benefit obligations from associate - Income tax relating to above items |
- (24,518,326) (5,002,496) - (1,947,100) - |
- (10,085,793) (6,762,619) - 532,657 - |
|
| Other comprehensive income for the year, net of tax | (31,467,922) | (16,315,755) | |
| Total comprehensive income for the Period | 41,989,490 | 11,644,004 | |
| Paid up Equity Capital (face value of Rs. 1/-per share) Earning per equity share: |
1,087,944 | 1,087,944 | |
| (1) Basic (Rs.) (2) Diluted (Rs.) |
67.52 67.52 |
25.70 25.70 |
Summary of significant accounting policies 2
The accompanying notes are integral part of the financial statements.
As per our report of date attached For and on behalf of ADV & Associates Chartered Accountants For and on behalf of the Board of Directors of Thacker and Company Limited Firm Registration No: 128045W
Prakash Mandhaniya Partner Membership No. 421679 Date: 25th June, 2020 Place: Mumbai
Arun K Jatia Director (DIN : 01104256) Date: 25th June, 2020 Place: Mumbai
Vinod K Beswal Raju R Adhia Reena Rapheal Director CEO CS (DIN : 00120095) Place: Mumbai Place: Mumbai Place: Mumbai
Date: 25th June, 2020 Date: 25th June, 2020 Date: 25th June, 2020
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2020
| (All amounts in INR unless otherwise stated) | ||
|---|---|---|
| Particulars | Year ended | Year ended |
| 31-Mar-20 | 31-Mar-19 | |
| A. CASH FLOW FROM OPERATING ACTIVITIES: | ||
| Profit !(Loss) before Extraordinary Items & Tax | 21,918,515 | (1,621,717) |
| Add I (Less) Adjustments for: Depreciation and amortisation expense Rental income & Licence Fees Amortisation of Revaluation reserve Dividend income Provision for Exchange rate difference |
21,303,599 (14,730,500) (20,355,292) (7,943,611) 200,261 |
23,864,761 (510,000) (22,580,209) (3,270,063) - |
| Operating profit before working capital changes Add/(Less) Adjustments for: (Increase) decrease in Trade & Current Asset (Increase)! decrease in Inventories Increase! (decrease) in Current Liabilities |
392,972 5,910,182 1,827,483 (3,614,619) |
(4,117,228) 2,273,542 (2,079,559) 14,352,440 |
| Cash Generated from/(Used in)Operations Direct Taxes Paid !(Refund) NET CASH GENERATED FROM! (USED IN) OPERATING ACTIVITIES [A] |
4,516,018 1,071,862 3,444,156 |
10,429,195 1,076,266 9,352,929 |
| B. CASH FLOW FROM INVESTING ACTIVITIES: (Purchase)/Sale of Fixed Assets (Purchase)/Sale of Investment Rental Income Dividend Income Profit on sale of Investment |
(974,945) (7,856,061) 14,730,500 7,943,611 - |
- (48) 510,000 3,270,063 - |
| NET CASH GENERATED FROM! (USED IN) INVESTING ACTIVITIES: [B] | 13,843,105 | 3,780,015 |
| C. CASH FLOW FROM FINANCING ACTIVITIES: | ||
| Proceeds from Intercorporate deposits Repayment of Intercorporate deposits |
300,000 (20,350,604) |
7,900,000 (15,675,000) |
| NET CASH GENERATED FROM! (USED IN) FINANCING ACTIVITIES: [C] | (20,050,604) | (7,775,000) |
| Net increase in Cash and Cash equivalents [A+B+C] | (2,763,343) | 5,357,944 |
| Cash and Cash Equivalents At The Beginning Of The Year | 23,316,051 | 17,958,107 |
| Cash And Cash Equivalents At The End Of The Year | 20,552,708 | 23,316,051 |
Notes:
-
The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in Indian Accounting Standard (Ind AS) 7 on "Statement of Cash Flows".
-
Prior year comparatives have been reclassified to conform with current year's presentation, where applicable.
-
For details of Cash and cash equivalents refer note 5(c).
The accompanying notes are integral part of the financial statements. As per our report of date attached For and on behalf of ADV & Associates For and on behalf of the Board of Directors of Thacker and Company Limited Chartered Accountants Firm Registration No: 128045W
Prakash Mandhaniya Partner Membership No. 421679 Date: 25th June, 2020 Place: Mumbai
Arun K Jatia Director (DIN : 01104256) Date: 25th June, 2020 Place: Mumbai
Vinod K Beswal Raju R Adhia Reena Rapheal Director CFO CS (DIN :00120095) Place: Mumbai Place: Mumbai Place: Mumbai
Date: 25th June, 2020 Date: 25th June, 2020 Date: 25th June, 2020
| (All amounts in INR unless otherwise stated) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Particulars Notes Revaluation General Retained | reserve Reserves earnings 451C | Other equity | Equity share Statutory Total Other capital Capital Reserve Reserve u/s FVOCI equity |
|||||
| Capital reserve on consolidation of | Balance as at 01-Apr-2018 1,087,944 236,669,082 47,785,352 3,36,040,788 130,014,756 968,573 32,060,941 783,539,492 Profit for the year 10(b) - 27,959,759 - 27,959,759 |
|||||||
| subsidiary using equity method 10(b) - - - - | ||||||||
| Other comprehensive income for the year 10(b) - - (16,315,755) (16,315,755) | ||||||||
| Total comprehensive income for the year - 27,959,759 - (16,315,755) 11,644,004 | ||||||||
| Transaction with owners in their caacitv as owners: Transfer to statutory reserve 10(b) - - - - |
Amortisation of Revaluation Reserves 10(b) - (22,580,209) - - - (22,580,209) Issue of Bonus shares 10(b) - - - - |
|||||||
| Balance as at 31-Mar-2019 1,087,944 214,088,873 47,785,352 3,36,040,788 157,974,515 968,573 15,745,186 772,603,287 | ||||||||
| subsidiary using equity method | Capital reserve on consolidation of 10(b) - - - 6,528,697 - - 6,528,697 | Profit for the year 10(b) - 73,457,412 - 73,457,412 | ||||||
| Other comprehensive income for the year 10(b) - - (31,467,922) (31,467,922) | ||||||||
| Total comprehensive income for the year - 6,528,697 73,457,412 - (31,467,922) 48,518,187 | ||||||||
| Transaction with owners in their capacity as owners: |
||||||||
| Amortisation of Revaluation Reserves 10(b) - (20,355,292) - (20,355,292) | Balance as at 31-Mar-2020 1,087,944 193,733,581 47,785,352 342,569,485 231,431,927 968,573 15,722,736 800,766,182 | |||||||
| The accompanying notes are an integral part of the financial statements. As per our report of date attached Chartered Accountants Firm Registration No: 128045W |
For & behalf of ADV & Associates For and on behalf of the Board of Directors of Thacker and Company Limited | |||||||
| Partner Director Director CEO CS | Prakash Mandhaniya Arun K Jatia Vinod K Beswal Raju R Adhia Reena Rapheal | |||||||
| Membership No. 421679 (DIN :01104256) (DIN :00120095) | Date: 25th June, 2020 Date: 25th June, 2020 Date: 25th June, 2020 Date: 25th June, 2020 Date: 25th June, 2020 |
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Notes to the Consolidated financial statements as on and for the year ended 31st March, 2020
Note 1: General information about the Company:
Thacker and company Limited is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on Bombay stock exchange in India. The registered office of the Company is located at Bhogilal Hargovindas Building, Mezzanine Floor, 18/20, K. Dubhash Marg, Mumbai, Maharashtra, 400001, India. The Company is primarily engaged in the business of real estate activities with own or leased property and other financial activities.
Note 2: Summary of significant accounting policies:
a. Basis of preparation
The Consolidated financial statements of the Company have been prepared in accordance with Ind AS notified underthe Companies (Indian Accounting Standards) Rules, 2015.
The company received order approving cancellation of certificate of registration to carry on the business of NBFC, from RBI, on November 30, 2018. The Ministry of Corporate Affairs (MCA) had issued a notification dated 16th February 2015, announcing the Companies (Indian Accounting Standards) Rules, 2015 for adoption and applicability of Indian Accounting Standards (Ind AS). Also as per guidelines given by Ind AS Technical Facilitation Group (ITFG) Ind AS will be applicable from when company does not have NBFC Status. Thus being a listed entity, the company adopted Ind AS from 01/12/18. The transition date for Ind AS implementation is 01/04/2017.
For all periods up to and including the year ended 31st March, 2018, the Company prepared its financial statements in accordance with accounting standards notified under the section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP or Previous GAAP). These financial statements for the year ended 31st March, 2019 are the first financial statement the Company has prepared in accordance with Ind AS. Refer note 30 for information on how the Company adopted IndAS.
The financial statements have been prepared on the historical cost basis except for a leasehold premises as explained in first time a option note 1, and certain financial instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies below.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset ortransfer the liability takes place either, in the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by the Company. The fair value of an asset or a liability is measured using assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level inputthatis significantto the fairvalue measurement as a whole:
- Level 1- Quoted (unadjusted) market prices in active markets for identical assets or liabilities;
- Level 2- Valuation techniques forwhich the lowest level input that is significant to the fair value measurement is directly or indirectly observable;
- Level 3- Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
b. Currentversus non-current classification
The Company presents assets and liabilities in the balance sheet based on current/non-current classification. An asset is current when it is:
-
- Expected to be realised or intended to be sold or consumed in the normal operating cycle;
-
- Held primarily for the purpose of trading;
-
- Expected to be realised within the operating cycle or twelve months after the reporting period; or
-
- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is current when:
-
- It is expected to be settled in the normal operating cycle;
-
- It is held primarily for the purpose of trading;
-
- It is due to be settled within the operating cycle or twelve months after the reporting period; or
-
- There is no unconditional right to defer the settlement of the liability for at least
twelve months after the reporting period
The Company classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities.
c. Revenue Recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duties collected on behalf of the government.
The specific recognition criteria described below must also be met before revenue is recognised. Revenue from Rental Income
Rental income is considered in books as and when due and the bills are raised.
Interest income
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable. Interest income is included in other income in the statement of profit and loss.
Dividends
Income from dividend on investments is accrued in the year in which it is declared, whereby the Company's right to receive is established.
d. Property, plant and equipment
Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of replacing part of the property, plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met. When significant parts of the property, plant and equipment are required to be replaced at intervals, the Company depreciates them separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in statement of profit or loss as incurred. No decommissioning liabilities are expected to be incurred on the assets of plant and equipment.
Depreciation is calculated on a WDV basis over the estimated useful lives of the assets.
The Company, based on technical assessment made by technical expert and management estimate, depreciates all the assets over estimated useful life which is also the useful life prescribed in Schedule II to the Companies Act, 2013. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.
e. Inventory
Inventories are valued at cost or net realisable value whichever is lower
f. Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that the Company incurs in connection with the borrowing of funds.
g. Leases
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly stated in the arrangement.
For arrangements entered into prior to 1st April, 2017, the Company has determined whether the arrangement contain lease on the basis of facts and circumstances existing on the date of transition.
A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the risks and rewards incidental to ownership to the Company is classified as a finance lease.
h. Taxes
Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss of the year and any adjustment to the tax payable or receivable in respect of previous years. It is measured using tax rate enacted or substantially enacted at the reporting date.
Deferred tax
Deferred tax is recognised in respect of temporary differences between the tax bases of assets and liabilities and theircarrying amounts forfinancial reporting purposes atthe reporting date.
Deferred tax assets are recognised for deductible temporary differences, the carry forward of unused tax credits and any unused tax losses to the extent that it is probable that taxable profit will be available against which those can be utilised. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable Company and the same taxation authority.
Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively
i. Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash at banks, cash in hand and deposits with an original maturity of 12 months or less, which are subject to an insignificant risk of changes in value.
j. Provisions and Contingent liability
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The

expense relating to a provision is presented in the statement of profit or loss net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
- Contingent liabilities are disclosed in the Notes. Contingent liabilities are disclosed for
- i. possible obligations which will be confirmed only by future events not wholly within the control of the Company or
- ii. present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.
k. Employee benefits
Short-term employee benefit are expensed as the related service is provided. Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within one year after the end of the period in which the employees render the related service are the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.
Post-employment obligations
The Company operates the following post-employment schemes: i. defined benefit plan - gratuity
I. Financial instruments
Financial assets Initial recognition and measurement
All financial assets are recognised initially at fair value, except for investment in subsidiaries and associates where the Company has availed option to recognise the same at cost in separate financial statements. The classification depends on the Company's business model for managing the financial asset and the contractual terms of the cash flows. The Company classifies its financial assets in the following measurement categories:
- i. those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss),
- ii. those measured at amortised cost, and
- iii. those measured at cost, in separate financial statements.
Subsequent measurement
For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income. For investments in equity instruments, this will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income. All other financial assets are measured at amortised cost, using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the statement of profit or loss.
Impairment of financial assets
The Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss financial assets that are not fair valued.
The Company follows 'simplified approach' for recognition of impairment loss for trade receivables that have no significant financing component. The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
For all otherfinancial assets, expected credit losses are measured at an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk from initial recognition in which case those are measured at lifetime ECL.
The amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized, is recognized under the head 'other expenses' in the statement of profit and loss.
Financial liabilities
Initial recognition
All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
Subsequent measurement
The subsequent measurement of financial liabilities depends on their classification, as described below:
Trade and other payables
These amounts represent liabilities for goods and services provided to the Company prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within one year after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.
m. Earnings per share
The basic earnings per share is computed by dividing the net profit for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The Company does not have any potential equity share or warrant outstanding for the periods reported, hence diluted earnings per share is same as basic earnings per share of the Company.
n. Segment reporting
Where a financial report contains both consolidated financial statements and separate financial statements of the parent, segment information needs to be presented only in case of consolidated financial statements. Accordingly, segment information has been provided only in the consolidated financial statements.
0: Critical estimates and judgements
impairment of Trade receivables
The Company estimates the uncollectability of accounts receivable by analyzing historical payment patterns, customer concentrations, customer credit-worthiness and current economic trends. If the financial condition of a customer deteriorates, additional allowances may be required.
p: Standards issued but not yet effective
IndAS 116-Leases:
On March 30, 2019, Ministry of Corporate Affairs has notified IndAS 116, Leases. IndAS 116 will replace the existing leases Standard, Ind AS 17 Leases. The Standard sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract i.e., the lessee and the lessor. IndAS 116 introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term of more than twelve months, unless the underlying asset is of low value. Currently, operating lease expenses are charged to the Statement of profit & loss. The Standard also contains enhanced disclosure requirements for lessees. Ind AS 116 substantially carries forward the lessor accounting requirements in IndAS 17.
The effective date for adoption of IndAS 116 is annual periods beginning on orafterApril 1, 2019.
The standard permits two possible methods of transition - 1) Full retrospective - Retrospectively to each prior period presented applying IndAS 8 Accounting Policies, Changes in Accounting Estimates and Errors. 2) Modified retrospective - Retrospectively, with the cumulative effect of initially applying the Standard recognized at the date of initial application. Certain practical expedients are available under both the methods.
On completion of evaluation of the effect of adoption of Ind AS 116, the Company is proposing to use the 'Modified Retrospective Approach for transitioning to Ind AS 116, and take the cumulative adjustment to retained earnings, on the date of initial application (April 1, 2019). Accordingly, comparatives for the year ended March 31, 2019 will not be retrospectively adjusted. The Company has elected certain available practical expedients on transition.
The effect of adoption as on April 1, 2019 would majorly result in an increase in Right of use asset and corresponding increase in lease liability. The Company is currently evaluating the effect of this amendment on the financial statements.
Amendment to IndAS 12- Income Taxes:
1) Introduction of Appendix C:
According to the appendix, companies need to determine the probability of the relevant tax authority accepting each tax treatment, or group of tax treatments, that the companies have used or plan to use in their income tax filing which has to be considered to compute the most likely amount or the expected value of the tax treatment when determining taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates.
The standard permits two possible methods of transition - i) Full retrospective approach - Under this approach, Appendix C will be applied retrospectively to each prior reporting period presented in accordance with Ind AS 8 - Accounting Policies, Changes in accounting Estimates and Errors, without using hindsight and ii) Retrospectively with cumulative effect of initially applying Appendix C recognized by adjusting equity on initial application, without adjusting comparatives.
The effective date for adoption of Ind AS 12 Appendix Cis annual periods beginning on or afterApril 1, 2019. The Company will adopt the standard on April 1, 2019 and has decided to adjust the cumulative effect in equity on the date of initial application i.e. April 1, 2019 without adjusting comparatives. The effect on adoption of IndAS 12 Appendix C would not be material.

2)1n connection with accounting ford ividend distribution taxes:
The amendment clarifies that an entity shall recognise the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where the entity originally recognised those past transactions or events.
Effective date for application of this amendment is annual period beginning on or after April 1, 2019. The Company is currently evaluating the effect of this amendment on the financial statements.
Amendment to Ind AS 19- Employee Benefits:
On March 30, 2019, Ministry of Corporate Affairs issued amendments to Ind AS 19 in connection with accounting for plan amendments, curtailments and settlements.
The amendments require an entity —1) To use updated assumptions to determine current service cost and net interest for the remainder of the period after a plan amendment, curtailment or settlement. 2) And to recognise in profit or loss as part of past service cost, or a gain or loss on settlement, any reduction in a surplus, even ifthatsurplus was not previously recognised because of the impactof the assetceiling.
Effective date for application of this amendment is annual period beginning on or after April 1, 2019. The impact on account of this amendment would not be material.
Amendments to IndAS 109- Financial Instruments:
1) Classification of a financial instruments with prepayment feature with negative compensation:
Negative compensation arises where the terms of the contract of the financial instrument permit the holder to make repayment or permit the lender or issuer to put the instrument to the borrower for repayment before the maturity at an amount less than the unpaid amounts of principal and interest. Earlier, there was no guidance on classification of such instruments. According to the amendments, these types of instruments can be classified as measured at amortised cost, or measured at fair value through profit or loss, or measured at fair value through other comprehensive income by the lender or issuer if the respective conditions specified under Ind AS 109 are satisfied. The impact on account of this amendment would not be material.
2) Ind AS 109 excludes interest in associates and joint ventures that are accounted for in accordance with Ind AS 28, Investments in Associates and Joint Ventures from its scope. According to the amendments, Ind AS 109 should be applied to the financial instruments, including long-term interests in associates and joint venture, that, in substance, form part of an entity's net investment in associate or joint venture, to which the equity method is not applied. The Company is currently evaluating the effect of this amendment on the financial statements.
Note on Going concern assumption due to COVID-19
The COVID-19 outbreak has developed rapidly in India and across the globe. Measures taken by the Government to contain the virus, like lock-downs and other measures, have affected economic activity and caused disruption to regular business operations. The Company has considered the possible effects that may result from the pandemic relating to COVID-19 on the carrying amounts of all assets and liabilities including receivables, loans, investments and inventories. While the Management has evaluated and considered the possible impact of COVID-19 pandemic on the financial statements, given the uncertainties around its impact on future economic activity, the impact of the subsequent events is dependent on the circumstances as they evolve. Presently the Annual report is made on the basis of going concern basis.
Notes to the Consolidated financial statements as on and for the year ended 31st March, 2020.
(All amounts in INR unless otherwise stated)
Note 3a: Property, plant and equipment
| Gross block | Accumulated deprecia ion, depleti on, impairment,amortisation | Net Block | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Particulars | As at 01-Apr-19 |
during the year |
Additions Deductions during the year |
As at 31-Mar-20 |
As at 01-Apr-19 |
Charge for the year |
Disposal! | Impairment Adjustments charge for the 31-Mar-20 year |
As at | 31-Mar-20 | Value as at Value as at 31-Mar-19 |
||
| Leasehold Land * | 290,980,284 | - | - | 290,980,284 47,913,836 20,677,932 | - | - | 68,591,768 222,388,516 243,066,448 | ||||||
| Furniture & Fixtures | 3,662,333 | - | - | 3,662,333 | 1,566,010 | 162,888 | - | - | 1,728,898 | 1,933,435 | 2,096,323 | ||
| Office Equipments | 226,072 | - | - | 226,072 | 69,605 | 25,320 | - | - | 94,925 | 131,147 | 156,467 | ||
| Computers | 238,214 100,300 | - | 338,514 139,553 | 20,746 | - | - | 160,299 | 178,215 | 98,661 | ||||
| Plant & Machinery (F) | 55,265 | - | - | 55,265 | 16,340 | 3,180 | - | - | 19,520 | 35,745 | 38,925 | ||
| Vehicles (F) | 529,534 1,125,002 529,534 | 1,125,002 | 279,176 | 287,623 | 279,176 | - | 287,623 | 837,379 | 250,358 | ||||
| Total | 295,691,702 15225,302 529,534 296,387,470 49,984,520 215177,689 | 2795176 | - | 70,883,033 225,504,437 245,707,182 | |||||||||
| Gross block | Accumulated depreciation,depletion impairment,amortisation | Net Block | |||||||||||
| Particulars | As on 01-Apr-18 |
Additions Deductions during the year |
during the year |
As at | As at 31-Mar-19 01-Apr-18 |
Charge for | Disposal! the year Adjustments |
Impairment charge for the year |
As at Value as at Value as at 31-Mar-19 31-Mar-19 |
31-Mar-18 | |||
| Leasehold Land * | 290,980,284 | - | - | 290,980,284 25,072,090 22,841,746 | - | - | 47,913,836 243,066,448 265,908,194 | ||||||
| Furniture & Fixtures | 3,662,333 | - | - | 3,662,333 | 915,362 | 650,648 | - | - | 1,566,010 | 2,096,323 | 2,746,971 | ||
| Office Equipments | 226,072 | - | - | 226,072 | 32,647 | 36,958 | - | - | 69,605 | 156,467 | 193,425 | ||
| Computers | 238,214 | - | - | 238,214 | 119,220 | 20,333 | - | - | 139,553 | 98,661 | 118,994 | ||
| Plant & Machinery (F) | 55,265 | - | - | 55,265 | 10,548 | 5,792 | - | - | 16,340 | 38,925 | 44,717 | ||
| Vehicles (F) | 529,534 | - | - | 529,534 | 165,428 | 113,748 | - | - | 279,176 | 250,358 | 364,106 |
I C) M z C) 0 z -< I- -I M
-I
Notes to the Consolidated financial statements as on and for the year ended 31st March, 2020.
Note 4a: Intangible Assets (All amounts in INR unless otherwise stated)
| Gross block | Accumulated depreciation, depletion, impairment, amortisation | Net Block | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As at | Additions | Deductionsl | As at | As at | Charge for I | Disposal/ | Impairment | As at | Value as at IValue as at | |||
| Particulars | 01-Apr-19 | during | during | 31-Mar-20 | 01-Apr-19 | the vear | Adjustments | I charge for the | 131-Mar-201 | 31-Mar-20 I | 31-Mar-19 | |
| the vear | the vear | year | ||||||||||
| Trade mark | 169.128 | 169.128 | 84.520 | 41.224 | $\overline{\phantom{0}}$ | 125.744 | 43.384 | 84.608 | ||||
| l Website Development | 381,998 | ۰ | 381.998 | 285.612 | 84.686 | 370.298 | 11.700 | 96,386 | ||||
| Total | 551.126 | 551.126 | 370.132 | 125.910 | 496.042 | 55,084 | 180.994 |
| Gross block Accumulated depreciation,depletion,mpairment,amortisation Net Block | ||||||
|---|---|---|---|---|---|---|
| As at Additions Deductions As at As at Charge for Disposal! Impairment As at Value as at Value as at | ||||||
| Particulars 01-Apr-19 during 31 -Mar-20 01-Apr-19 the year Adjustments charge for the 31-Mar-20 31-Mar-20 31-Mar-19 | ||||||
| the year the year year | ||||||
| Trademark 169,128 - - 169,128 84,520 41,224 - 125,744 43,384 84,608 | ||||||
| Website Development 381,998 - 381,998 285,612 84,686 - 370,298 11,700 96,386 | ||||||
| Total 551,126 - 551,126 370,132 125,910 - 496,042 55,084 180,994 | ||||||
| Gross block Accumulated depreciation,depletion,mpairment,amortisation Net Block | ||||||
| As on Additions Deductions As at As Charge for Disposal! Impairment As at Value as at Value as at | ||||||
| Particulars 01-Apr-18 during 31-Mar-19 01-Apr-18 the year Adjustments charge for the 31-Mar-19 31-Mar-19 31-Mar-18 | ||||||
| the year the year year | ||||||
| Trademark 169,128 - - 169,128 41,224 43,296 - 84,520 84,608 127,904 | ||||||
| Website Development 381,998 - 381,998 133,372 152,240 - 285,612 96,386 248,626 |
O
Notes to the Consolidated financial statements as on and for the year ended 31st March, 2020
Note 5: Financial assets
5(a) Investment
1. Non-current Investments
(All amounts in INR unless otherwise stated
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| (A) Investment in Equity Instruments (a) Unquoted (at cost less provision for impairment if any) |
||
| i) Investment in Equity shares at cost (carried at FVTPL) | ||
| 2 equity shares of Pudumjee Plant Laboratories Limited of Rs. 10/- each fully paid-up (net of provision for impairment) (31-Mar-2019:2) |
20 | 20 |
| (b) Quoted J) Investment in Equity Instruments carried at FVOCI |
||
| 33,95,890 equity shares of 3P Land Holdings Limited (formely known as Pudumjee Industries Limited) of Rs. 2/- each fully paid-up * (31-Mar-2019: 33,95,890) |
10,221,629 34,739,955 | |
| ii) Investment in Associate (using equity method) 63,68,253 equity shares of AMJ Land Holdings Limited (formely known as Pudumjee Pulp and Paper Mills Limited) of Rs. 2/- each fully paid-up * (31- |
||
| Mar-2019:63,68,253) | 137,677,280 127,450,798 | |
| 1,38,15,362 equity shares of Pudumjee Paper Products Limited of Rs. 1/- each fully paid-up * (31-Mar-2019:1,33,09,418) |
418,700,325 366,668,088 | |
| iii) Investment in Equity shares at cost 50 equity shares of Sirpur Papers Mills Limited of Rs. 10/- each fully paid-up (31-Mar-2019:50) |
1 | 1 |
| Total of Investment in Equity Instruments (A) | 566,599,255 528,858,862 | |
| B) Investment in Preference Shares (carried at FVTPL) a) Unquoted (at cost less provision for impairment if any) 5 preference shares of Pudumjee Plant Laboratories Limited of Rs. 10/- each |
||
| fully paid-up (net of provision for impairment) Total of Investment in Preference share (B) |
48 | 48 |
| 48 | 48 | |
| Total Non-Current Investments (A+B) | 566,599,303 528,858,910 | |
| Aggregate amount of quoted investments and market value thereof Aggregate amount of unquoted investments |
68 | 247,616,005 399,678,126 68 |
| Aggregate amount of impairment in the value of Investments | - | - |
* Investment in the equities of group companies i.e AMJ Land Holdings Limited and Pudumjee Paper Products Limited are considered as associate hence valued at cost and 3P Land Holdings Limited is valued at fair market value as the same is not considered as an associate.
Notes to the Consolidated financial statements as on and for the year ended 31st March, 2020.
5(b) Trade Receivables
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Trade Receivables | 3,118,640 6,660,139 | |
| Receivables from related parties | - | - |
| Less: Allowance for doubtful debts | - | 4,920,198 |
| Total | 3,118,640 1,739,941 | |
| Current portion | 3,118,640 | 1,739,941 |
| Non-current portion | - | - |
Break-up of security details
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Secured, considered good | - | - |
| Unsecured, considered good | 3,118,640 | 1,739,941 |
| Unsecured, considered doubtful | - | 4,920,198 |
| Total | 3,118,640 6,660,139 | |
| Allowance for doubtful debts | - | 4,920,198 |
| Total | 4,920,198 |
5(c) Cash and cash equivalents
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Balances with banks | ||
| - in current accounts | 490,163 | 43,367 |
| - in Unclaimed bonus | 5,532 | 5,621 |
| - Overdraft accounts | 3,062,073 | - |
| Cash on hand | 294,940 | 292,770 |
| Fixed Deposits with original maturity of 12 months or less | 16,700,000 22,974,293 | |
| Total | 20,552,708 23,316,051 |
5(d) Other Financial Assests
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Current Accrued Interest receivables Security deposits |
- 381,296 |
606,244 741,296 |
| Total | 381,296 1,347,540 |
Notes to the Consolidated financial statements as on and for the year ended 31st March, 2020.
Note 6: Deferred Tax Assets I (Liabilities)
a) Net Deferred Tax Assets
Significant components of deferred tax assets recognised, are disclosed as follows:
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Major components of defferred tax assets: Property, Plant & Equipment |
647,608 | 693,360 |
| Net Deferred Tax Assets | 647,608 | 693,360 |
b) Movement in Deferred Tax Assets
| Significant components of deferred tax assets | Property, Plant & Equipment |
Total |
|---|---|---|
| As at 31-Mar-2018 | 680,446 | 680,446 |
| (Charged/Credited): - to statement of Profit and Loss - to other comprehensive income |
12,914 - |
12,914 - |
| As at 31-Mar-2019 | 693,360 | 693,360 |
| (Charged/Credited): - to statement of Profit and Loss - to other comprehensive income |
(45,752) - |
(45,752) - |
| As at 31-Mar-2020 | 647,608 | 647,608 |
Note 7: Income tax assets (Net)
| Particulars | 31-Mar-20 31-Mar-19 |
|---|---|
| Income tax Assets / (liabilities) Net | 8,027,070 10,194,117 |
| Total | 8,027,070 10,194,117 |
Note 8: Inventories
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Stock in Trade | 3,947,876 | 5,775,359 |
| Total | 3,947,876 5,775,359 |
Notes to the Consolidated financial statements as on and for the year ended 31st March, 2020.
Note 9: Other current assets (All amounts in INR unless otherwise stated)
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Advances to employees, retainers and others | 378,511 | 3,409,531 |
| Prepaid Expenses | 48,330 | 65,467 |
| Other receivables | 911,892 | 533,044 |
| Input GST/ VAT and taxes Recoverable (Net) | - | 607,981 |
| Total | 1,338,733 4,616,023 |
Note 10: Equity share capital and other equity Note 10 (a) Equity Share capital
(i) Authorised Share Capital:
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| 15,00,000 equity shares of Rs.1/- each (15,00,000 shares of Rs. 1/- each at 31-Mar-2019) |
1,500,000 | 1,500,000 |
| Total | 1,500,000 1,500,000 |
(ii) Issued, subscribed and Paid up:
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| 10,87,719 equity shares of Rs.1/- each (10,87,719 shares of Rs. 1/- each at 31-Mar-2019) |
1,087,719 | 1,087,719 |
| Add : Forefeited Shares (forefeited during F.Y. 2013-14) | 225 | 225 |
| Total | 1,087,944 1,087,944 |
The Company has only one class of equity shares having a par value of Rs.1/- per share. Each holder of equity shares is entitled to one vote per share. The company has not declared any dividend during the year. In the event of liquidation of the Company, the holder of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders
(iii) Details of shareholders holding more than 5% shares in the company
| Particulars | 31-Mar-20 | 31-Mar-19 | ||
|---|---|---|---|---|
| No. of shares % Holdings No. of shares % Holdings | ||||
| Suma Commercial Pvt. Ltd. | 342,690 | 31.51% | 342,690 | 31.51% |
| Chem mach Pvt. Ltd. | 65,000 | 5.98% | 65,000 | 5.98% |
| Yashvardhan Jatia Trust | 118,410 | 10.89% | 118,410 | 10.89% |
Notes to the Consolidated financial statements as on and for the year ended 31st March, 2020.
Note 10 (b) Other Equity
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Revaluation reserve | 193,733,581 214,088,873 | |
| General Reserves | 47,785,352 47,785,352 | |
| Capital Reserve | 342,569,485 336,040,788 | |
| Retained earnings | 231,431,927 157,974,515 | |
| Statutory Reserve u/s 451C | 968,573 | 968,573 |
| FVOCI | (15,722,736) 15,745,186 | |
| Capital Redemption Reserve | - | - |
| Total reserves and surplus | 800,766,182 772,603,287 |
(i) Revaluation Reserves
| Particulars | 31-Mar-20 31-Mar-19 |
|---|---|
| Opening balance Movement during the year |
214,088,873 236,669,082 (20,355,292) (22,580,209) |
| Closing balance | 193,733,581 214,088,873 |
(ii) General Reserve
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Opening balance Movement during the year |
- | 47,785,352 47,785,352 - |
| Closing balance | 47,785,352 47,785,352 |
(iii) Capital Reserve
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Opening balance Captial reserve on consolidation of AMJ Land holdings limited Captial reserve on consolidation of Pudumjee paper products limited Movement during the year |
- 6,528,697 - |
336,040,788 336,040,788 - - - |
| Closing balance | 342,569,485 336,040,788 |
Notes to the Consolidated financial statements as on and for the year ended 31st March, 2020.
(iv) Retained earnings
| Particulars | 31-Mar-20 31-Mar-19 |
|---|---|
| Opening balance Net profit for the year |
157,974,515 130,014,756 73,457,412 27,959,759 |
| Closing balance | 231,431,927 157,974,515 |
(v) Statutory Reserve u/s 451C
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Opening balance Movement during the year (Transferred to General reserves) |
968,573 - |
968,573 - |
| Closing balance | 968,573 | 968,573 |
(vi) FVOCI Equity Instruments
| Particulars | 31-Mar-20 31-Mar-19 |
|---|---|
| Opening balance Movement during the year |
15,745,186 32,060,941 (31,467,922) (16,315,755) |
| Closing balance | (15,722,736) 15,745,186 |
Note 10(c) Nature and purpose of reserves
Revaluation reserves:
Revaluation reserves comprises of revalued figure of leasehold premises (Tangible assets)
Retained earnings:
Retained earnings comprises of the Company's undistributed earnings after taxes.
Notes to the Consolidated financial statements as on and for the year ended 31st March, 2020.
Note 11: Financial liabilities
11(a) Trade payables (All amounts in INR unless otherwise stated
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Current | ||
| Trade payables to micro, small & medium enterprises | - | - |
| Trade payables to other than micro, small & medium enterprises | 7,257,438 | 7,468,042 |
| Trade payables to related parties | 12,744 | - |
| Total | 7,270,182 7,468,042 |
The Company has compiled this information based on the information available with the company and as provided bythe parties. As at 31st March 2020, no supplier is registered with the appropriate authority under the Micro, Small and Medium Enterprises DevelopmentAct, 2006.
11(b) Other financial liabilities
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Current | ||
| Current Maturities of borrowings (lCD) | 5,820,000 22,625,000 | |
| Interest accrued but not due (on lCD) | 1,293,650 2,426,345 | |
| Current Maturities of borrowings (Bank OD) | 1,249,272 3,569,823 | |
| Interest accrued but not due (on Bank OD) | 6,243 | 4,904 |
| Security Deposit | 9,135,000 10,635,000 | |
| Unclaimed fractional Shares amount | 3,117 | 3,118 |
| Total | 17,507,282 39,264,190 |
Note 12: Provisions
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Current | ||
| Other provisions | ||
| for disputed statutory matters | ||
| for Other matters | 1,323,000 | - |
| Total | 1,323,000 | - |
Notes to the Consolidated financial statements as on and for the year ended 31st March, 2020.
Note 13: Employee benefit obligations (All amounts in INR unless otherwise stated
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Current | ||
| Provision for Gratuity | 335,249 | 302,883 |
| Total | 335,249 | 302,883 |
Note 14: Other current liabilities
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Current Advance from customers Provisions for Expenses Statutory tax payables |
1,320,714 - 562,202 |
1,456,831 30,000 216,300 |
| Total | 1,882,916 | 1,703,131 |
Notes to and forming part of Profit and loss account for the year ended 31st March, 2020.
Note 15: Revenue from operations (All amounts in INR unless otherwise stated)
| Particulars | 31-Mar-20 | 31-Mar-19 |
|---|---|---|
| Revenue from sale of Products Less: Sales Commission |
26,782,156 (968,833) |
20,721,163 (782,381) |
| Net Revenue from sale of Products | 25,813,323 | 19,938,782 |
| Sale of Services | 6,427,455 | 5,584,290 |
| Leave and licence fees | 14,730,500 | 510,000 |
| Other Operating Revenue | ||
| Incentives | - | 64,751 |
| Rental Income on Scanners | 3,000 | - |
| Total | 46,974,278 | 26,097,823 |
Note 16: Other income
| Particulars | 31-Mar-20 | 31-Mar-19 |
|---|---|---|
| Dividend -Equity Investment | 7,943,611 | 3,270,063 |
| Interest Income | ||
| -from bank on Fixed Deposits | 1,174,800 | 1,330,464 |
| -from Income tax refund | 1,094,910 | 114,563 |
| -others | 5,238 | - |
| Amortisation of revaluation reserve | 20,355,292 | 22,580,209 |
| Miscellaneous Income | 6,180 | 5,915 |
| Provision of earlier years written back | - | (17,323) |
| BIS Fees | 67,350 | - |
| Total | 30,647,381 | 27,283,891 |
Note 17: Changes in finished inventory
| Particulars | 31-Mar-20 | 31-Mar-19 |
|---|---|---|
| Opening balance | ||
| Finished inventory | 5,775,359 | 3,695,800 |
| Construction work - in progress | - | - |
| Total opening balance | 5,775,359 | 3,695,800 |
| Closing balance | ||
| Finished inventory | 3,947,876 | 5,775,359 |
| Construction work - in progress | - | - |
| Total closing balance | 3,947,876 | 5,775,359 |
| Changes in finished inventory | 1,827,483 | (2,079,559) |
Notes to and forming part of profit & loss accounts for the year ended 31st March, 2020
Note 18: Employee benefit expense
(All amounts in INR unless otherwise stated)
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Salaries, wages and bonus Staff welfare expenses |
3,472,415 5,190 |
3,246,345 6,388 |
| Total | 3,477,605 3,252,733 |
Note 19: Finance Costs
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Interest on intercorporate deposit | 1,473,900 | 2,809,516 |
| Interest on ODFD | 110,174 | 67,604 |
| Bank Charges & Commission | 92,621 | 54,968 |
| Total | 1,676,695 2,932,088 |
Note 20: Depreciation and amortisation expenses
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Depreciation of Plant Property and Equipments Amortization of intangible assets |
125,910 | 21,177,689 23,669,225 195,536 |
| Total | 21,303,599 23,864,761 |
Notes to and forming part of profit & loss accounts for the year ended 31st March, 2020
Note 21: Other expenses
(All amounts in INR unless otherwise stated
| Particulars | 31-Mar-20 | 31-Mar-19 |
|---|---|---|
| Repairs and maintenance | 148,301 | 96,922 |
| Annual Maintenance | 5,500 | 5,603 |
| Annual Custody Fees | 9,000 | - |
| Electricity Charges | 193,614 | 590,526 |
| Printing and Stationery | 115,729 | 86,875 |
| Directors Sitting fees | 19,000 | 26,000 |
| Membership Fees | 20,900 | 40,696 |
| Society Charges | 399,668 | 429,709 |
| E Voting Charges | 10,000 | 10,000 |
| Rent expenses | 535,392 | 555,330 |
| Retainers Fees | 4,535,860 | 4,619,290 |
| Rates and taxes | 5,000 | 8,517 |
| Sales Promotion | 181,763 | (15,201) |
| Legal and professional fees | 1,475,076 | 1,393,676 |
| Advertisement Expenses | 368,410 | 295,110 |
| Listing Fees | 300,000 | 250,000 |
| Telephone & Mobile Charges | 23,069 | 37,520 |
| Postage and Courier | 182,377 | 156,223 |
| Secretarial Audit Fees | 75,000 | 75,000 |
| Commission and Brokerage | 1,500,000 | 45,000 |
| Office Expenses | 127,178 | 120,774 |
| Reimbursement of Expenses | 4,520 | 15,498 |
| Miscellaneous expenses | 68,199 | 92,318 |
| Car Expenses | 124,825 | 142,745 |
| Installation & Service charges | 430,412 | 293,690 |
| Website Maintenance | 350 | 350 |
| Loss on sale of Motor car | 15,358 | - |
| Exchange Rate Difference | 200,261 | 169,511 |
| Balance written off | 40,969 | - |
| Provision for Non Moving Inventory | 748,000 | - |
| Appeal Fees (Income Tax) | 10,000 | - |
| Travel and Conveyance | 7,090 | 217,322 |
| Transportation Expenses | 186,226 | - |
| Bad debts | - | 4,920,198 |
| Payments to Auditors (refer note 20(a) below) | 400,000 | 304,756 |
| Total | 12,467,047 | 14,983,958 |
Notes to and forming part of profit & loss accounts for the year ended 31st March, 2020
Note 21a): Details of payments to auditors
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Payment to auditors | ||
| As auditor: | ||
| Audit fee | 290,000 | 194,756 |
| In other capacities | ||
| Income tax return preparation and uploading charges | 70,000 | 70,000 |
| Taxation matters | - | - |
| Other services (incl.certification fees) | 40,000 | 40,000 |
| Total | 400,000 | 304,756 |
Note 22: Income Tax Expenses
(a) Income Tax Expenses
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Current Tax | ||
| Current Tax on Profits for the year | 3,238,909 | 721,443 |
| Adjustments of Current tax of prior periods | - | - |
| Total Current Tax Expenses | 3,238,909 | 721,443 |
| Deferred Tax | ||
| Decrease! (Increase) in deferred tax assets | 45,752 | (12,914) |
| (Decrease) / Increase in deferred tax liabilities | - | - |
| Total Deferred Tax expenses I (benefit) | 45,752 | (12,914) |
| INCOME TAX EXPENSE | 3,284,661 | 708,529 |
(b) The reconciliation between the provision of income tax and amounts computed by applying statutory income tax rate to profit before taxes is as follows:
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Profit before taxes (after adjusting losses of previous years) | 21,918,515 (1,621,717) | |
| Enacted Income Tax Rate | 25.17% | 26.00% |
| Computed Expected Income Tax Expenses | 5,516,890 | (421,646) |
| Effect of income exempt from tax | (1,999,407) | (15,368) |
| Effect of expenses not deductible for income tax purpose | - | 5,667 |
| Unrecognised Deferred tax on Business loss carried forward | (236,316) | 1,203,834 |
| Excess / (short) Provision of tax | (42,258) | (54,230) |
| Reduction in deferred tax liability due to change in tax rate | 45,752 | (9,728) |
| Income Tax Expenses | 3,284,661 | 708,529 |
Notes to the Consolidated financial statements as on and for the year ended 31st March, 2020 Note 23 : Fair Value Measurement:-
a) Financial Instruments by Category :- (All amounts in INR unless otherwise stated)
| 31-Mar-20 | 31-Mar-19 | |||||
|---|---|---|---|---|---|---|
| Particulars | FVPL FVOCI Amortised FVPL FVOCI Amortised | cost | cost | |||
| Financial assets | ||||||
| Investments | ||||||
| -Equity instruments* | 20 | 10,221,629 | - | 20 | 34,739,955 | - |
| -Preference shares | 48 | - | - | 48 | - | - |
| Trade receivables | - | - | 3,118,640 | - | - | 1,739,941 |
| Cash and cash equivalents | - | - | 20,552,708 | - | - | 23,316,051 |
| Security deposits | - | - | 381,296 | - | - | 741,296 |
| Other Financial Assets | - | - | - | - | 606,244 | |
| Total financial assets | 68 | 10,221,629 24,052,644 | 68 | 34,739,955 26,403,532 | ||
| Financial liabilities | ||||||
| Trade payables | - | - | 7,270,182 | - | - | 7,468,042 |
| Other Financial liabilities | - | - | 17,507,282 | - | - | 39,264,190 |
| Total financial liabilities | - | - | 24,777,464 | - | - | 46,732,232 |
*Investment includes equity investments in subsidiaries, associates which are carried at costs and hence are not required to be disclosed as per WAS 107 "Financial Instruments Disclosures". Hence, the same have been excluded from the above table.
b) Fair Value Hierarchy:-
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are recognised and measured at fair value. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.
Financial assets and liabilities measured at fair value - recurring fair value measurements At 31-Mar-2020
| Particulars | Notes | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|---|
| Financial assets | |||||
| Financial Investments at FVPL | |||||
| Unquoted equity investments | 5(a)1 | - | - | 20 | 20 |
| Unquoted Preference share investments | 5(a)1 | - | - | 48 | 48 |
| Financial Investments at FVOCI | |||||
| Equity investments | 5(a)1 | 10,221,629 | - | - | 10,221,629 |
| Total financial assets | 10,221,629 | - | 68 | 10,221,697 | |
| Financial liabilities | - | - | - | - |
Notes to the Consolidated financial statements as on and for the year ended 31st March, 2020.
Financial assets and liabilities measured at fair value - recurring fair value measurements At 31-Mar-2019
| Particulars | Notes | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|---|
| Financial assets | |||||
| Financial Investments at FVPL | |||||
| Unquoted equity investments | 5(a)1 | - | - | 20 | 20 |
| Unquoted Preference share investments | - | - | 48 | 48 | |
| Financial Investments at FVOCI | |||||
| Equity investments | 5(a)1 | 34,739,955 | - | - | 34,739,955 |
| Total financial assets | 34,739,955 | - | 68 | 34,740,023 | |
| Financial liabilities | - | - | - | - |
There have been no transfers between levels during the period.
c) Valuation technique used to determine fair value
Level 1: This hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments that have quoted price. The fair value of all equity instruments which are traded in the stock exchange is valued using the closing price as at the reporting period.
Level 2: Fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument as observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable data, the instrument is included in level 3. This is the case for unlisted equity and preference securities.
d) Asper Ind AS 107 "Financial Instrument Disclosure", fair value disclosures are not required when the carrying amounts reasonably approximat the fair value. Accordingly fair value disclosures have not been made for the following financial instruments:-
- 1 . Trade receivables
-
- Cash and cash equivalent
-
- Security deposits
-
- Interest accrued on deposits
-
- Other payables
-
- Trade payables
-
- Employee dues
Notes to the Consolidated financial statements as on and for the year ended 31st March, 2020.
(All amounts in INR unless otherwise stated)
Note 24 :-Financial Risk Management
The Company's business activities are exposed to a variety of financial risks, namely liquidity risk, market risks and credit risk. The Compan's senior management has the overall responsibility for establishing and governing the Company's risk management framework. The Company has constituted a Risk Management Committee, which is responsible for developing and monitoring the Company's risk management policies. The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set and monitor appropriate risk limits and controls, periodically review the changes in market conditions and reflect the changes in the policy accordingly. The key risks and mitigating actions are also placed before the Audit Committee of the Company.
a. Management of Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations and arises principally from the company's receivables from customers, investments in debt securities, loans given to related parties and others.
Trade Receivables
Customer credit risk is managed by requiring customers to pay advances through progress billings before transfer of ownership, therefore, substantially eliminating the credit risk in this respect.
Based on prior experience and an assessment of the current economic environment, management believes there is no credit risk provision required. Also the company does not have any significant concentration of credit risk.
The ageing of trade receivables is as follows:-
| Particulars | 31-Mar-20 | 31-Mar-19 |
|---|---|---|
| More than 6 months | 47,189 | 4,920,198 |
| Others | 3,071,451 | 1,739,941 |
| Total | 3,118,640 | 6,660,139 |
| Less: Provision for Bad Debts | - | 4,920,198 |
| 3,118,640 | 1,739,941 |
Notes to the Consolidated financial statements as on and for the year ended 31st March, 2020.
Otherfinancial assets:-
The Company maintains exposure in cash and cash equivalents, term deposits with banks. The Company has set counter-parties limits based on multiple factors including financial position, credit rating, etc.
The Company's maximum exposure to credit risk is the carrying value of each class of financial assets.
b. Management of Liquidity Risk
Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The Company's approach in managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses or risking damage to company's reputation. In doing this, management considers both normal and stressed conditions.
Management monitors the rolling forecast of the company's liquidity position on the basis of expected cash flows. This monitoring includes financial ratios and takes into account the accessibility of cash and cash equivalents.
Notes to the Consolidated financial statements as on and for the year ended 31st March, 2020.
The following table shows the maturity analysis of the Company's financial liabilities based on contractually agreed undiscounted cash flows along with its carrying value as at the Balance Sheet date.
| Undiscounted Amount | |||
|---|---|---|---|
| Contractual maturities of financial liabilities | Carrying Amount |
Total | Payable within 1 year |
| As at 31-Mar-2020 Financial Liabilities Current |
|||
| Trade payables Other financial liabilities |
7,270,182 | 7,270,182 | 7,270,182 17,507,282 17,507,282 17,507,282 |
| Total Liabilities | 24,777,464 24,777,464 24,777,464 | ||
| As at 31-Mar-2019 Financial Liabilities Current Trade payables |
7,468,042 7,468,042 | 7,468,042 | |
| Other financial liabilities | 39,264,190 39,264,190 39,264,190 | ||
| Total Liabilities | 46,732,232 46,732,232 46,732,232 |
c. Management of Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of fluctuation in market prices. These comprise three types of risk i.e. currency rate , interest rate and other price related risks. Financial instruments affected by market risk include loans and borrowings, deposits and investments.
I.) Currency Risk and sensitivity:-
The primary market risk to the Company is foreign exchange risk. After taking cognisance of the natural hedge, the company takes appropriate hedges to mitigate its risk resulting from fluctuations in foreign currency exchange rate(s). During the period under audit or in comparative period presented the company has made any derivative financial instruments related transaction to cover foreign exchange risk or otherwise.
Notes to the Consolidated financial statements as on and for the year ended 31st March, 2020.
a) The company's exposure to foreign currency risk as of March 31, 2020 expressed in INR, is as follows:
| SGD 31 -Mar 20EURO | |||||
|---|---|---|---|---|---|
| Particulars | USD | Total | |||
| Financial Assets | |||||
| Cash and cash equivalents | 6,026 | 29,869 | 11,045 | 46,940 | |
| Financial Liabilities | |||||
| Trade payables | 5,359,276 | - | - | 5,359,276 | |
| Net assets /(liabilities) | (5,353,250) | 29,869 | 11,045 | (5,312,336) |
b) The company's exposure to foreign currency risk as of March 31, 2019 expressed in INR, is as follows:
| SGD 31-Mar 19EURO | |||||
|---|---|---|---|---|---|
| Particulars | USD | Total | |||
| Financial Assets | |||||
| Cash and cash equivalents | 5,534 | 28,894 | 10,342 | 44,770 | |
| Financial Liabilities | |||||
| Trade payables | 6,560,247 | - | - | 6,560,247 | |
| Net assets /(liabilities) | (6,554,713) | 28,894 | 10,342 | (6,515,477) |
ii.) Interest Rate Risk and Sensitivity:-
Interest rate risk is the risk that the fair value or future cash flows on a financial instrument will fluctuate because of changes in market interest rates. The management is responsible for the monitoring of the company's interest rate position. Various variables are considered by the management in structuring the company's investment to achieve a reasonable, competitive cost of funding
The exposure of the company's borrowing to fixed interest rate at the end of the reporting period are as follows:
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Financial Liabilities Fixed rate intercorporate deposits |
5,820,000 | 22,625,000 |
| Total | 5,820,000 22,625,000 |
Notes to the Consolidated financial statements as on and for the year ended 31st March, 2020
iii) Price Risk and Sensitivity:
The Company is mainly exposed to the price risk due to its investment in Equity instruments carried at FVOCI. The price risk arises due to uncertainties about the future market values of these investments. These are exposed to price risk.
The company also have investment in equities of other companies. The company treats the investment as strategic and thus fair value the investment through OCI. Thus the changes in the market price of the securities are reflected under OCI and hence not having impact on profit and loss. The profit or loss on sale will be considered at the time of final disposal or transfer of the investment. Also investment in associates and subsidiaries are carried at cost.
Note 25:- Capital Risk Management
The Company's policy is to maintain an adequate capital base so as to maintain creditor and market confidence and to sustain future development. Capital includes issued capital and all other equity reserves attributable to equity holders. In order to strengthen the capital base, the company may use appropriate means to enhance or reduce capital, as the case may be.
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Borrowings + Intercorporate deposits | 7,113,650 | 25,051,345 |
| (current + non-current) | ||
| Less: Cash and Cash Equivalents | 20,552,708 | 23,316,051 |
| Less: Current Investments | - | - |
| Net Debt | (13,439,058) | 1,735,294 |
| Equity | 801,854,126 773,691,231 | |
| Net Debt to Equity | -1.68% | 0.22% |
(All amounts in INR unless otherwise stated)
Notes to the Consolidated financial statements as on and for the year ended 31st March, 2020
Note 25: Related party disclosure
(All amounts in INR unless otherwise stated)
A. List of related parties (as identified and certified by the Management)
| Name | Relationship |
|---|---|
| Chem Mach Private Limited. Suma Commercial Private Limited. AMJ Land Holdings Limited (formely known as Pudumjee Pulp & Paper Mills Limited) Pudumjee Plant Laboratories Limited Pudumjee Paper Products Limited Pudumjee Investment and Finance Company Limited Fujisan Technologies Limited |
Group Company Group Company Associate Company Group Company Associate Company Group Company Subsidiary Company |
(ii) Key Management Personnel (KMP)
| Name | Relationship |
|---|---|
| Arunkumar Mahabirprasad Jatia | Director |
| Vrinda Jatia | Director |
| Surendra Kumar Bansal | Director |
| Basant Kumar Khaitan | Director |
| Vinod Kumar Beswal | Director |
| Raju Rasikial Adhia | CFO |
| Bhalchandra Ramakant Nadkarni | Director |
| Reena Rapheal | Company Secretary |
* Please note only those related parties with whom the company has transaction during the year has been disclosed
Notes to the Consolidated financial statements as on and for the year ended 31st March, 2020.
B Transaction with related parties (All amounts in INR unless otherwise stated)
| Sr. | Volume of transactions during the year | Amount outstanding as on | |||||
|---|---|---|---|---|---|---|---|
| No. | 31-Mar-20 | 31-Mar-19 | 31-Mar-20 | 31 Mar-19 | |||
| i. Inter corporate deposit given | Receivable | Payable | Receivable | Payable | |||
| Arunkumar Mahabirprasad Jatia | 4,300,000 | 5,900,000 | - - |
1,800,000 | - - |
6,100,000 | |
| Chem Mach Private Limited Suma Commercial Private Limited |
12,255,000 | 76,500,000 | 4,020,000 | 15,975,000 | |||
| Pudumjee Investment and Finance Company Limited | 550,000 | - | - | - | - | 550,000 | |
| - | 2,125,000 | - | - | - | - | ||
| ii. Inter corporate deposit received | |||||||
| Arunkumar Mahabirprasad Jatia | - | - | - | - | - | - | |
| Chem Mach Private Limited | 300,000 | 5,225,000 | - | - | - | - | |
| Suma Commercial Private Limited | - | 550,000 | - | - | - | - | |
| Pudumjee Investment and Finance Company Limited | - | 2,125:000 | - | - | - | - | |
| iii. Interest charged | |||||||
| Arunkumar Mahabirprasad Jatia | 358,197 | 649,731 | - | 358,197 | - | 649,731 | |
| Chem Mach Private Limited | 938,901 | 1,747,198 | - | 938,901 | - | 1,747,198 | |
| Suma Commercial Private Limited | 29,412 | 29,416 | 3,448 | - | - | 29,416 | |
| Pudumjee Investment and Finance Company Limited | - | 281,489 | - | - | - | - | |
| iv. Rent paid | |||||||
| AMJ Land Holdings Limited | - | ||||||
| (formely known as Pudumjee Pulp & Paper Mills Limited) | 476,928 | 549,720 | - | 12,744 | 18,900 | ||
| V. | Dividend received | ||||||
| Pudumjee Paper Products Limited AMJ Land Holdings Limited |
4,759,484 | 1,937,304 | - | - | - | - | |
| (formely known as Pudumjee Pulp & Paper Mills Limited) | 3,184,127 | 1,273,651 | - | - | - | - | |
| vi. Purchase of shares (investment) | |||||||
| Chem Mach Private Limited | - | 48 | - | - | - | - | |
| vii. Remuneration to Key Management Personnel | |||||||
| a) Short term employment benefits | 439,255 | 768,883 | - | - | - | 10,000 | |
| b) Post employment benefit | - | - | - | - | - | - | |
| c) Other long term benefits | - | - | - | - | - | - | |
| d) Sitting fees to non-executive directors | - | - | - | - | - | - | |
| e) Sitting fees to directors | 19,000 | 26,000 | - | - | - | - | |
-I I C) M z C) 0 z -< I- -I M
Notes to the Consolidated financial statements as on and for the year ended 31st March, 2020.
(All amounts in INR unless otherwise stated)
Note 27: Contingent Liabilities not provided for in respect of:
| Particulars | 31-Mar-20 | 31-Mar-19 |
|---|---|---|
| Income Tax demands under dispute |
Note 28: Computation of basic and diluted Earning Per Share (EPS)
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Basic I Diluted EPS: (a) Net Profit after tax as per Profit & Loss Account: After current and deferred tax |
73,457,412 27,959,759 | |
| (b) Number of Equity shares of Rs. 1/- each (c) Basic & Diluted (in Rs.) |
67.52 | 1,087,944 1,087,944 25.70 |
Note 29: Assets pledged as security
No assets pledged as security during the year.
Note 30: Lease
(a) Operating lease as Leasor:
The company has leased a premises under cancellable operating lease. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated.
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Commintments for minimum lease receivables in relation to cancellable operating lease: |
||
| i) not later than one year ii) later than one year and not later than five years |
14,730,500 | 360,000 76,244,460 1,260,000 |
| iii) later than five years | - | - |
(b) Operating lease as Leasee:
The company has subletted a property under an operating lease. The lease have varying terms, escalation clauses and renewal rights.On renewal, the terms of the leases are renegotiated.
Notes to the Consolidated financial statements as on and for the year ended 31st March, 2020.
| Particulars | 31-Mar-20 31-Mar-19 | |
|---|---|---|
| Commitments for minimum lease payables in relation to cancellable operating lease |
||
| i) not later than one year | 489,600 | 515,538.00 |
| ii) later than one year and not later than five years iii) later than five years |
- | 822,000 1,219,800.00 - |
Note 31: Interest in other entities
a) Details of Subsidiary /Associates: (All amounts in INR unless otherwise stated)
| Name of Entity | Place of Business ' |
Ownership interest held by the Group | Ownership interest held by non- controlling interests |
|||
|---|---|---|---|---|---|---|
| Country of Incorporation |
31-Mar-2020 | 31-Mar-2019 | 31-Mar-2020 % |
31-Mar-2019 | ||
| I) Subsidiary | ||||||
| a) Fujisan Technologies Limited | India | 100.00 100.00 |
- | - | ||
| II) Associate | ||||||
| a)AMJ Land Holdings Limited | India | 15.53 | 15.53 | N.A. | N.A. | |
| b) Pudumjee Paper Products Limited |
India | 14.55 | 14.02 | N.A. | N.A. |
b) Financial information of subsidiary:
| Particulars | Fujisan Technologies Limited | |||
|---|---|---|---|---|
| 31-Mar-20 | 31 -Mar-1 9 | |||
| Share Capital | 1,000,000 | 1,000,000 | ||
| Reserves & Surplus | 23,020,536 | 24,422,470 | ||
| Total Assets | 33,409,532 | 37,554,773 | ||
| Total Liabilities | 33,409,532 | 37,554,773 | ||
| Investment | 11,556,100 | 10,022,449 | ||
| Total Revenue | 31,534,892 | 26,585,258 | ||
| Profit / (Loss) before Tax | 6,627,592 | 3,008,419 | ||
| Profit / (Loss) after Tax | 4,920,476 | 2,245,656 | ||
| Other Comprehensive Income (Net) | (6,322,410) | (2,600,770) | ||
| Total Comprehensive Income | (1,401,934) | (355,113) | ||
143
Notes to the Consolidated financial statements as on and for the year ended 31st March, 2020. Note 32: Additional information required by Schedule Ill: (All amounts in INR unless otherwise stated)
| assets minus total liabilities income income | Net Assets, i.e., total Share in profit or loss Share in Other comprehensive Share in total comprehensive | ||||||
|---|---|---|---|---|---|---|---|
| Name of the entity | assets profit or loss income | As % of As % of As % of As % of consolidated consolidated net Amount consolidated Amount consolidated OC Amount total consolidated Amount |
|||||
| I) Subsidiary (Indian) a) Fujisan Technologies Limited |
31-Mar-20 3.00% 24,020,536 6.70% 4,920,476 20.09% (6,322,410) -3.34% (1,401,934) 31-Mar-19 3.29% 25,422,470 8.03% 2,245,656 15.94% (2,600,770) -3.05% (355,113) |
||||||
| II) Associate as per the equity method) a) AMJ Land Holdings Limited |
31-Mar-20 17.17% 137,677,280 20.73% 15,226,699 15.89% (5,001,747) 24.35% 10,224,952 31-Mar-19 16.47% 127,450,798 24.41% 6,825,059 41.45% (6,762,619) 0.54% 62,440 |
||||||
| b) Pudumjee Paper Products Limited | 31-Mar-20 52.22% 418,700,325 53.90% 39,594,188 6.19% (1,947,081) 89.66% 37,647,107 31-Mar-19 47.39% 366,668,088 83.92% 23,464,945 -3.26% 532,657 206.09% 23,997,603 |
Notes to the Consolidated financial statements as on and for the year ended 31st March, 2020.
(All amounts in INR unless otherwise stated)
Note 33: Segment reporting
A. Basis of Segmentation:
The Board of Directors of Holding Company examines the Group's performance based on the nature of products and services and has identified below mentioned reportable segments of its business as follows:
- (a)lnvestment& Finance
- (b) Business Centre
- (c)Trading Business
- Scanners & related Products
- -Others
(d) Others Unallocables
Segment Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the segments and amount allocated on a reasonable basis. Unallocated expenditure! Income consist of common expenditure incurred for all the segments and expenses incurred or interest! investment income earned at corporate level. The assets and liabilities that cannot be allocated between the segments are shown as unallocated assets and unallocated liabilities respectively.
The accounting policies of the reportable segments are same of the group's accounting policies described in Note 2. The operating segments reported are the segments of the Group for which separate financial information is available. Profit before tax (PBT) are evaluated regularly by the CODM in deciding how to allocate resources and in assessing performance. The Group's financing (including finance cost and finance income) and income taxes are reviewed on an overall basis and are not allocated to operating segments, however finance cost taxes are reviewed on an overall basis and are not allocated to operating segments, however finance cost relating to directly attributable specific borrowing is disclosed against respective segment.
Notes to the Consolidated financial statements as on and for the year ended 31st March, 2020. B. Information about Reportable Segments
The following table presents revenue, profit, assets and liabilities information regarding the Group's business segments:
| Particulars | 31-Mar-20 | 31-Mar-19 |
|---|---|---|
| Segment Revenue | ||
| (a) Investment & Finance | 8,109,835 | 3,620,487 |
| (b) Business Centre | 36,902,114 | 23,061,406 |
| (c) Trading Business | ||
| - Scanners & related Products | 31,534,892 | 26,585,258 |
| - Others | - | - |
| (d) Others Unallocables | 1,074,818 | 114,563 |
| Total | 77,621,659 | 53,381,714 |
| Less: Inter segment revenue | - | - |
| Net sale! Income from operation | 77,621,659 | 53,381,714 |
| Segment Results (Profit before interest, tax & | ||
| depreciation) | ||
| (a) Investment & Finance | 7,753,342 | 3,006,599 |
| (b) Business Centre (c) Trading Business |
32,863,799 | 19,968,440 |
| - Scanners & related Products - Others |
7,117,457 (1,512,000) |
3,213,103 (4,384) |
| (d) Others Unallocables | (1,323,789) | (1,008,390) |
| Total | 44,898,809 | 25,175,368 |
| Less: Depreciation | ||
| (a) Investment & Finance | 1,049,645 | 1,187,092 |
| (b) Business Centre | 19,943,261 | 22,554,741 |
| (c) Trading Business | ||
| - Scanners & related Products | 310,693 | 122,929 |
| - Others | - | - |
| (d) Others Unallocables | - | - |
| Total | 21,303,599 | 23,864,761 |
| Less: Finance Cost | ||
| (a) Investment & Finance | 23,623 | 1,419,523 |
| (b) Business Centre | 1,473,900 | 1,430,811 |
| (c) Trading Business | ||
| - Scanners & related Products | 179,172 | 81,754 |
| - Others | - | - |
| (d) Others Unallocables | - | - |
| Total | 1,676,695 | 2,932,088 |
| Profit before tax | 21,918,515 | (1,621,482) |
| Segment Assets | ||
| (a) Investment & Finance | 572,729,403 | 524,991,518 |
| (b) Business Centre | 223,779,788 | 244,290,135 |
| (c) Trading Business | ||
| - Scanners & related Products | 21,853,431 | 37,554,773 |
| - Others | 3,783,062 | 4,856,460 |
| (d) Others Unallocables | 8,533,102 | 10,408,080 |
| Total | 830,678,786 | 822,100,964 |
| Segment Liabilities (a) Investment & Finance |
- | |
| (b) Business Centre | 14,165,572 | - 24,271,329 |
| (c) Trading Business | ||
| - Scanners & related Products | 9,388,996 | 12,132,303 |
| - Others | 4,317,982 | 11,425,625 |
| (d) Others Unallocables | 952,110 | 580,475 |
| Total | 28,824,660 | 48,409,732 |
Note 34: Disclosure for changes in Financial Liabilities (as per amendment to Ind AS 7)
| Particulars | 31-Mar-19 | Cash flows | Non cash changes! Fair value! Amortisation |
31-Mar-20 |
|---|---|---|---|---|
| Long term borrowings (including current maturities) | ||||
| Short term borrowings | 22,625,000 (16,805,000) | - | 5,820,000 | |
| Total liabilities from financing activities | 22,625,000 (16,805,000) | - | 5,820,000 |
Note 35: Reclassification
Previous year figures have been reclassified to confirm to this years classification
The accompanying notes are an integral part of the financial statements. As per our report of date attached
Chartered Accountants Thacker and Company Limited Firm Registration No: 128045W
For and on behalf of ADV & Associates For and on behalf of the Board of Directors of
Prakash Mandhaniya Partner Membership No. 421679 Date: 25th June, 2020 Place: Mumbai
Arun K Jatia Director (DIN :01104256) Date: 25th June, 2020 Piece: Mumbai
Vinod K Beswal Raju R Adhia Reena Rapheal Director CFO CS (DIN : 00120095) Date: 25th June, 2020 Date: 25th June, 2020 Date: 25th June, 2020
Place: Mumbai Place: Mumbai Place: Mumbai