Your directors have pleasure in submitting the ANNUAL REPORT relating to the affairs ofthe Company together with Audited Financial Statements of the Company for the year endedMarch 31 2017.
Rs. in lakhs
|Particulars ||Year ended ||Year ended |
| ||31.03.2017 ||31.03.2016 |
|Income ||814.13 ||757.13 |
|Expenditure || || |
|(a) Expenses ||76.73 ||69.98 |
|(b) Provision for diminution in Long Term Investments ||- ||28.83 |
|(c) Provision for Corporate Social Responsibility ||11.00 ||11.25 |
|Profit before taxation ||726.40 ||647.07 |
|Provision for taxation || || |
|Current tax || || |
|For the year ||31.00 ||12.00 |
| Relating to earlier years ||- ||- |
| ||31.00 ||12.00 |
|Net Profit after taxation ||695.40 ||635.07 |
|Add: Balance brought forward from Balance Sheet ||925.33 ||1118.48 |
| ||1620.73 ||1753.55 |
|Profit for appropriation || || |
|Appropriation || || |
|Dividend ||436.34 ||581.78 |
|Tax on Proposed Dividend ||88.83 ||118.44 |
|Special Reserve (in terms of Section 45-IC of RBI Act 1934) ||139.10 ||128.00 |
|Balance carried to Balance Sheet ||956.46 ||925.33 |
| ||1620.73 ||1753.55 |
Board of Directors recommend dividend of Rs.25 per share on expanded capital of1745340 shares (after issue of 1163560 bonus shares.) This dividend is equivalent toRs.75 per share on the original capital of 581780 shares before bonus issue which ismore than the previous year dividend of Rs. 55 per share on the original capital of581780 shares.
Paharpur Cooling Towers Limited (PCTL) controls the composition of the Board ofDirectors of the Company. Consequently the Company in terms of section 2(87) (i) read withExplanation (b) of the Companies Act 2013 (hereinafter referred to as "theAct") is the subsidiary of PCTL.
SUBSIDIARY AND ASSOCIATE COMPANY
New Holding And Trading Company Limited is a wholly owned subsidiary of the Company.The Company holds 20.53% of share capital of KSB Pumps Limited and therefore it is anAssociate Company in terms of section 2(6) of the Act.
Mr. Gaurav Swarup (DIN 00374298) retires by rotation and being eligible offers himselffor re-appointment. There has been no change in the Board of Directors during the yearunder review.
KEY MANAGERIAL PEROSONNEL
The Board of Directors has the following Key Managerial Personnel (KMP) a. Mr. GauravSwarup Managing Director. b. Mr. A. K. Singhania Chief Financial Officer. c. Mr. HirakGhosh Company Secretary.
All the above are also KMPs of the PCTL (Holding Company). Therefore their appointmentis covered by section 203(3) of the Act.
Mr. Gaurav Swarup has been re-appointed as the Managing Director of the Company witheffect from 9th February 2017 for a period of five years upto 31stJanuary 2022.
In compliance with the Act and as per SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 [LODR] the following reports are attached.
|Sr. No. ||Particulars ||Annexure |
|1. ||Corporate Governance Report with requisite certificate from the Practising Company Secretary (PCS) ||A |
|2. ||Management Discussion and Analysis Report ||B |
|3. ||Financial Summary/Highlights ||C |
|4. ||Secretarial Audit Report ||D |
|5. ||A Statement containing salient features of the financial statement of New Holding and Trading Co. Ltd. (wholly owned subsidiary) and KSB Pumps Limited (Associate Company) in Form AOC 1 ||E |
|6. ||Extract of Annual Report in Form MGT 9 ||F |
|7. ||Disclosure on related party as per LODR ||G |
|8. ||Corporate Social Responsibility report in accordance with Section 135 of the Act read with the Rules ||H |
|9. ||Consolidated Financial Statement ||I |
During the year after obtaining necessary approvals the Company has issued andallotted 1163560 fully paid bonus shares of Rs.10 each aggregating Rs.11635600.Accordingly the paid-up capital is increased from Rs.5817800 (581780 shares) toRs.17453400 (1745340 shares).
SHIFTING OF REGISTERED OFFICE
During the year after obtaining necessary approvals the Registered Office of theCompany has been shifted from 125 Maker Chambers III Nariman Point Mumbai 400021 toPaharpur House 8/1/B Diamond Harbour Road Kolkata 700027.
NUMBER OF MEETINGS OF THE BOARD
During the financial year under review the Board of Directors met 4 (four) times. Thedetails are given in the Corporate Governance Report (Annexure A). All suggestions. of theAudit Committee have been accepted by the Board.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) and sub section (5) of the Act your Directors confirmthat:
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any.
(b) Appropriate accounting policies have been selected and applied consistently andthat the judgements and estimates made are reasonable and prudent so as to give a true andfair view of the affairs of the Company for the year ended March 31 2017 and of theprofit for the year under review.
(c) proper and sufficient care have been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; (d) the annual accounts have been prepared on a going concern'basis.
(e) internal financial controls have been laid down and followed by the company andsuch internal financial controls are adequate and operating satisfactorily.
(f) there is proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
Members of the Audit Committee are Mr. A.R. Broacha Mr. A.K. Modi Mr. A.V. Setalvadand Ms. Binaisha Sundaram (date of appointment being 9th February 2017).Details of the said committee are set out in the Corporate Governance Report (Annexure A).
A STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS
Mr. A R Broacha Mr. A K Modi and Ms. Binaisha Sundaram independent directors havefurnished declarations that they meet the criteria of independence as laid down undersection 149(6) of the Companies Act 2013 and of LODR.
POLICY ON DIRECTORS' APPOINTMENT REMUNERATION AND CRITERIA OF INDEPENDENCE OFDIRECTORS
Nomination and Remuneration Committee recommends to the Board appointment of directorand payment of sitting fees and commission to non-executive director. It also reviewscriteria of independence of Directors.
With regard to remuneration except Mr. G Swarup all the Directors are non- executivedirectors. Mr. Swarup does not draw any remuneration (except sitting fees). Non-executiveDirectors are paid sitting fee as well as commission based on the net profits of theCompany. The members have approved payment of commission within the limit laid down in theAct.
SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Act the Board of Directors has appointed Mayur MehtaPCS as secretarial auditor. Secretarial Audit Report received from Mayur Mehta is enclosed(Annexure C).
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company's principal business is dealing in investments and securities and it isregistered as NBFC with the Reserve Bank of India. In accordance with section 186(11)details are not required to be given. However Note 2.6 and 2.7 of the attached financialstatement gives details of the same.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There are no material related party transactions during the year under review with thepromoters directors Key Managerial Personnel and their relatives. Therefore no detailsare required to be disclosed in the Form AOC 2.
MATERIAL CHANGES AND FINANCIAL COMMITMENTS IF ANY
No material changes and financial commitments have occurred between the end of thefinancial year of the Company to which the balance sheet relates and the date of thisReport.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGOINGS
There are no particulars to be disclosed with regard to ??conservation of energy??technology absorption and ??foreign exchange earnings and outgoings
The principal business of the company is dealing in investments and securities whichare subject to market risks. The Board of Directors/Committee of Directors take policydecision on deployment of funds of the Company in securities market based on investmentclimate and economic conditions in the country and movement in the stock markets. Theinvestment portfolio is periodically reviewed by the Board of Directors and cautiousapproach is a key note of the policy to mitigate risks.
CORPORATE SOCIAL RESPONSIBILITY
Members of the Corporation Social Responsibility Committee are Mr. A. V. Setalvad(Chairman) Mr. A. R. Broacha and Mr. G. Swarup.
Based on the recommendation of Corporate Social Responsibility Meeting the Board hasadopted CSR Policy. It is available on the Website of the Company.
The Company had undertaken to support project of Jnana Prabodhini Shivapradesh Punefor setting up a small hostel facility for girls at Velhe in the State of Maharashtra. Thesaid project has been completed successfully.
As per the budget recommended by CSR Committee and approved by the Board of Directorsthe Company has made provision of Rs.11.25 lakhs for the financial year ended 31.03.2016and Rs.11 lakhs for the financial year ended 31.03.2017. The Company is looking at variousprojects for its CSR activities as prescribed in Schedule VII of the Companies Act 2013.The accumulated unspent amount of Rs.22.25 lakhs could not be spent as there was nofinalization of the project. This amount is expected to be spent in the financial year2017-18 upon selection of the suitable project.
CHANGE IN BUSINESS
There has been no change in the nature of business of the Company.
The Company had no deposits at the beginning of the Financial Year. It has not acceptedany deposits from its members/directors. The Company does not have any outstandingdeposits at the end of the Financial Year.
SIGNIFICANT MATERIAL ORDERS
No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and the Company's operations in future.
INTERNAL FINANCIAL CONTROL
The quality of internal financial procedure and control observed by the management andits officials are commensurate with the size of the operations of the Company.
DISCLOSURE OF REMUNERATION VIS A VIS EMPLOYEES
No disclosure is required to be made pursuant to Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 as there is only one male employeeof the Company. Further non-executive directors are paid commission related to profits andfees. The Managing Director is not paid remuneration (except sitting fees).
The Company has no employees covered under Rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
In accordance with Regulation 39 read with Schedule VI of SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 (LODR) the Company has transferred unclaimedsecurities to "Industrial Prudential Unclaimed Securities Suspense Account" on 5thMay 2016. Aggregate number of shareholders is 330 holding 8703 shares. After Bonus issueas mentioned above the balance in the said suspense account is 26109 shares. Noshareholder has claimed during the year under review.
In accordance with the section 124(5) of the Companies Act 2013 and Rules madethereunder and LODR the shares lying in the suspense account in respect of which unpaidor unclaimed dividend has been transferred shall be transferred after following the dueprocedure as prescribed.
The voting rights on these shares shall remain frozen till the rightful owner of suchshares claims the shares.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND
During the year in accordance with section 205C of the Companies Act 1956 andSections 124 and 125 of the Companies Act 2013 ("the Act") and the Rules madethereunder an amount of Rs.206388/- being unclaimed dividends upto the year 31stMarch 2009 were transferred to the Investor Education & Protection Fund establishedby the Central Government.
TRANSFER OF UNCLAIMED SHARES TO INVESTOR EDUCATION & PROTECTION FUND
Pursuant to Section124 of the Act (as notified on 7th September 2016)andInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 all shares on which dividend has not been paid or claimed for sevenconsecutive years or more shall be transferred to an IEPF Account established by theCentral Government after following the due procedure as may be prescribed.
There are no qualifications or adverse remarks in the Auditors' Report.
In accordance with Section 139(1) and (2) of the Act the Company at the Annual GeneralMeeting held on 24th September 2014 appointed M/s. V S Somani & Co.Chartered Accountants (Registration No. 117589W) the existing Statutory Auditors (beinga sole proprietary firm) for a period of three years. In accordance with section 139(2) ofthe Act the existing Statutory Auditors retire by rotation at the ensuing Annual GeneralMeeting.It is proposed to appoint Messrs. Lodha & Co. Chartered Accountants(Registration no. 301051E) Kolkata in place of M/s. V S Somani & Co. CharteredAccountants to Audit the Accounts for the Financial Years 2017-18 to 2021-22 (that isfrom the conclusion of this Annual General Meeting till conclusion of the Sixth AnnualGeneral Meeting) to be ratified at every Annual General Meeting.
In view of the above it is proposed to appoint of Messrs. Lodha & Co. CharteredAccountants as Statutory Auditors in accordance with section 139 (1) and (2) of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 and to fixtheir remuneration for the financial year ending 31st March 2018.
In accordance with provision of Section 139 of the Act the Board of Directors hasreceived consent and certificates of eligibility and compliance of criteria under Section141 of the Act from M/s. Messrs. Lodha & Co. Members are requested to appoint M/s.Lodha & Co. as Statutory Auditors at the ensuing Annual General Meeting.
| ||On behalf of the Board of Directors |
| ||Gaurav Swarup |
| ||Managing Director |
|Mumbai Office: ||Registered Office: |
|125 Maker Chambers III ||Paharpur House |
|Nariman Point Mumbai-400 021 ||8/1/B Diamond Harbour Road |
|Mumbai May 5 2017 ||Kolkata 700027 |