To the Members
The Directors have pleasure in presenting the 52nd Annual Report of the Companytogether with the Audited Financial Statements of Accounts for the year ended 31st March2017.
| || ||(Rs. In Lacs) |
| ||2016-2017 ||2015-2016 |
|The gross profit /(losss) before interest and Depreciation (including from discontinuing operations) ||194.69 ||195.86 |
|Adjusting therefrom Finance cost of ||199.38 ||164.57 |
|And Depreciation of ||6.91 ||6.77 |
|The net profit /( Loss) ||(11.60) ||24.52 |
|The balance of Profit brought forward from last year ||1225.06 ||1362.03 |
|Less: Transfer of Profit on Demerger || ||(160.85) |
|Total ||1213.46 ||1225.57 |
|Less: Provision for Current Taxation of ||- ||- |
|Provision for Deferred Tax expense of ||1.20 ||0.64 |
|Totaling to ||1.20 ||0.64 |
|There remains a balance of ||1212.26 ||1225.06 |
Which the Directors propose carry-forward to next year's accounts.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Section 129 134 of the Companies Act 2013 (the Act) the ConsolidatedFinancial Statement of the Company and its subsidiaries prepared in accordance withschedule III of the Act and Accounting Standard AS 21 forms part of this Annual Report.
The Company's land holding comprises of about 20 acres of land in aggregate at Pune inMaharashtra and Narsinghpur in Madhya Pradesh. The land at Pune however will beavailable for development only after its vacation by Pudumjee Paper Products Ltd who havebeen allowed to use it under the terms of Leave & License Agreement pursuant to theScheme of Demerger as sanctioned by the Mumbai High Court. The land at Narsinghpur isideally located on the outskirts of the city of Narsinghpur and can be planned fordevelopment at an appropriate time depending upon the prevailing scenario of Real Estatebusiness in the city. Meanwhile the Company also invests funds in the Group Companies theincome from which is recognized as other income in the accounts.
Pudumjee Hygiene Products Ltd (PHPL) is engaged in the business of providing machineryon lease. The accounts of PHPL show a net profit of Rs.3.00 lacs on account of interest.Pudumjee Holding Ltd (PHL) is another wholly owned subsidiary Company which mainly holdsinvestment in the Group Companies. Its accounts shows a loss of Rs. 5.81 lacs mainly onaccount of interests.
Pudumjee Hygiene Products Ltd (PHPL) the Company's wholly owned subsidiary is in thebusiness of machinery leasing to tissue converters. The accounts of PHPL shows a netprofit of Rs. 3.00 Lacs Pudumjee Holding Ltd.(PHL) another wholly owned subsidiary isengaged in the investment activity. The accounts of PHL shows a loss of Rs. 5.81 Lacs.
As at 31st March 2017 the Company has two subsidiaries namely Pudumjee HygieneProducts Limited (PHPL) and Pudumjee Holding Limited (PHL). No subsidiaries were added orliquidated or sold during the financial year.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES:
Pursuant to Rule 8 of the Companies (Accounts) Rules 2014 the detailed information onthe performance and financial position of each of the subsidiaries associates jointventure companies etc. as included in the consolidated financial statement is provided inAnnexure-I attached hereto.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to the provisions of Section 124 and 125 of the Companies Act 2013(corresponding to section 205A of Companies Act 1956) the unclaimed dividend for the year2009-10 which remains unclaimed for a period of seven years will be transferred to theInvestor Education and Protection Fund.
Pursuant to the provisions of Investor Education and Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 theCompany has uploaded the details of unpaid and unclaimed dividends lying with the Companyas on 19th September 2016 (date of last Annual General Meeting) on the websiteof the Company (www.pudumjeeindustries.com) as also on the website of the Ministry ofCorporate Affairs.
After completion of seven years no claims shall lie against the said Fund or againstthe Company for the amounts of Dividend so transferred nor shall any payment be made inrespect of such claims under the Companies Act 1956. The Companies Act 2013 provides forclaiming such Dividends from the Central Government.
M/s. Khare & Company Chartered Accountants (Firm Registration No. 105100W2) wereappointed as auditors of the Company for more than ten years and currently they areholding office of the auditors up to the conclusion of 52nd Annual GeneralMeeting. As per second proviso to Section 139(2) of the Companies Act 2013 (the Act) atransition period of three years from the commencement of the Act is provided to appoint anew auditor if the existing auditor's firm has completed two terms of five consecutiveyears.
Accordingly as per the said requirements of the Act M/s. J. M. Agrawal & CompanyChartered Accountants (Firm Registration No. 100130W) are proposed to be appointed asauditors for a period of 5 years commencing from the conclusion of 52nd AnnualGeneral Meeting till the conclusion of the 57th Annual General Meeting subjectto ratification by shareholders every year as may be applicable in place of M/s. Khare& Company Chartered Accountants. M/s. J. M Agrawal & Company CharteredAccountants have consented to the said appointment and confirmed that their appointmentif made would be within the limits specified under Section 141(3)(g) of the Act. Theyhave further confirmed that they are not disqualified to be appointed as statutory auditorin terms of the provisions of the proviso to Section 139(1) Section 141(2) and Section141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules 2014.The Audit Committee and the Board of Directors recommend the appointment of M/s. J.M.Agrawal & Company Chartered Accountants as statutory auditors of the Company fromthe conclusion of the 52nd Annual General Meeting till the conclusion of 57thAnnual General Meeting. M/s. J. M. Agrawal & Company currently has two partners andoffice at Jalgaon Maharashtra. M/s. J. M. Agrawal & Company has over 31years ofexperience in various Audits Certification and other Consultancy assignments.
Pursuant to Section 204 of the Companies Act 2013 and the Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 M/s. Parikh & AssociatesPracticing Company Secretary were appointed to conduct the secretarial audit of theCompany for Financial Year 2016-17. The Secretarial Auditor's report for the financialyear 2016-17 is annexed hereto and marked as Annexure III.
The Company is not subjected to cost audit and hence the Company has not appointed theCost Auditor.
The Company has Board of Directors with total six directors out of which four directorsare Non-Executive Independent Directors one promoter director and one Executive Director.By virtue of Section 149 of the Companies Act 2013 and rules made there under theIndependent Directors are not liable to retirement by rotation.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed in subsection(6) of Section 149 of the Companies Act 2013 and also in Regulation 16(1)(b) of SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015.
Mr. G. N. Jajodia Director retires by rotation at the ensuing Annual General Meetingand being eligible offer himself for re-appointment.
A statement containing brief financial details of the company's wholly ownedsubsidiaries Pudumjee Hygiene Products Limited and Pudumjee Holding Limited for thefinancial year ended 31st March 2017 is included in the Annual Report. Theannual accounts of the wholly owned subsidiaries and the related detailed information willbe made available to any member of the company seeking such information at any point oftime. The annual accounts of the wholly owned subsidiary company(s) shall also beavailable for inspection by any member at the registered office of the company on anyworking day during business hours.
In accordance with Section 136 of the Act the separate accounts in respect of each ofthe Subsidiaries are uploaded on the website of the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Corporate Social Responsibility (CSR) are not applicable to theCompany for the financial year 2016-17.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has given loans guarantees or investments made are within the limits underSection 186 of the Companies Act 2013 and as approved by shareholders vide specialresolution passed at 49th Annual General Meeting of the Company. A statement onthis is annexed under Annexure II.
SECRETARIAL AUDITOR'S REPORT
The provisions of Section 204 read with Section 134(3) of the Companies Act 2013mandates Secretarial Audit of the Company to be done by a Company Secretary in Practice.The Secretarial Auditors' Report for the financial year 2016-17 is annexed to the Boards'Report in Annexure III.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the Financial Year were onan arm's length basis and were in the ordinary course of business accordingly thedisclosures pursuant to Section 134(3) (h) read with Rule 8(2) of the Companies (Accounts)Rules 2014 in Form AOC-2 is not applicable.
The Company has not made any loans and advances in the in which directors areinterested. Hence disclosure pursuant to Regulation 34(3) read with Part A of Schedule Vof the Listing Regulations is not required.
The Company has formulated an Policy on materiality of and dealing with Related PartyTransactions and the same has been uploaded on the website of the Company at www.pudumieeindustries.com.
PERFORMANCE EVALUAITON OF THE BOARD
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the performance of individualdirectors as well as the evaluation of the working of its Committees.
The Company has formulated a Policy for performance evaluation of the Board as a wholeIndividual Directors Committees which also includes feedback to the Chairman.
A questionnaire based on criteria approved by the Nomination and RemunerationCommittee for evaluation of performance of Board Committees of Board and Individualdirector was prepared. The Board on recommendation of the Nomination and RemunerationCommittee approved to obtain the feedback of all the Directors on the said Questionnaire.
The Board Members provided their feedback on the standard questionnaire. The memberswere also able to give qualitative feedback apart from the standard questionnaire.
The reports of feedback received from all Directors on performance evaluation ofindividual directors were shared with respective Directors and Chairman of the NominationCommittee. Nomination and Remuneration Committee evaluated the performance of allindividual directors based on the feedback so received.
The report of the feedback received from all the Directors on performance evaluation ofBoard and Committees of Board were shared with the Chairman of the Company. The Board onthe basis of feedback so received evaluated performance of its own and Committees ofBoard. Performance Evaluation of the Chairman of the Company was carried out by theIndependent Directors of the Company taking into account feedback of all the Directorsincluding the Executive and Non-executive Directors.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The details of programmes for familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are given inthe Report on Corporate Governance. The Familarisation programme and other disclosures asspecified under Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is available on the website of the Company www.pudumieeindustreis.com
A Nomination and Remuneration Policy has been formulated pursuant to the provisions ofSection 178 and other applicable provisions of the Companies Act 2013 and Rules theretostating therein the Company's policy on Directors' appointment and remuneration by theNomination and Remuneration Committee and approved by the Board of Directors at itsmeeting held on 3rd November 2014. The said policy may be referred to at theCompany's official website www.pudumieeindustries.com.
RISK MANAGEMENT POLICY
During the year the board of directors at its meeting held on 17th May 2014adopted Risk Management Policy containing elements identifying risk to the existence ofthe company procedures to inform Board members about the risk assessment &minimization procedures monitoring the risk management plan etc.
WHISTLE BLOWER MECHANISM
The Company has a Whistle Blower Policy in place for vigil mechanism. The said policyhas been made keeping in view of the amendments in the Companies Act 2013. The saidpolicy is available at the company's website www.pudumieeindustries.com.
PARTICULARS OF EMPLOYEES
During the year under review no employee had drawn the remuneration in excess of limitsspecified in section 197 of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended todate.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
There was no complaint reported under the prevention of Sexual Harassment of women atworkplace (Prevention Prohibition and Redressal) Act 2013.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company's entire manufacturing business was demerged with Pudumiee Paper ProductsLimited and there is no manufacturing activity being conducted by the Company.
In view of above the provisions of Section 134(3) (m) of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 the information relating to Conservation ofEnergy Technology Absorption and Foreign Exchange earnings & outgo are not applicableto the Company.
Duing the year under review no foreign exchange was earned and used.
EXTRACT OF ANNUAL RETURN
The Extract of Annual return of the Company in Form MGT-9 is annexed herewith asAnnexure IV.
SIGNIFICANT AND MATERIAL ORDERS:
There is no significant and material order passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
CHANGE IN NAME:
Pursuant to the Scheme of Arrangement and Reconstruction (Demerger) the Company'spaper manufacturing business has been de-merged and henceforth the company would continuethe business of Realty/Real Estate. Accordingly the name of the Company is proposed to bechanged subject to the approval of Central Government Stock Exchanges and Shareholders.Last year till date the proposed name was not made available by SEBI/ Stock Exchanges andhence name as suggested in the accompanying Notice as proposed.
DIRECTORS' RESPONSIBILITY STATEMENT
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Your Directors wish to express their appreciation of the continued support andco-operation received from the all the stakeholders and Employees of the Company.
| ||On behalf of the Board of Directors |
|Date : 23rd May 2017 ||G. N. Jajodia |
|Place: Mumbai ||Chairman |