To the Members
The Directors have pleasure in presenting before you the 52nd Annual Reportof the Company together with the Audited Financial Statements for the year ended 31stMarch 2017.
FINANCIAL RESULTS :
| ||2016-2017 ||2015-2016 |
| ||(Rs In Lacs) ||(Rs In Lacs) |
|The Earnings Before Interest Tax Depreciation and Amortization (EBITDA) ||661.35 ||1028.27 |
|Less: || || |
|i) Finance cost ||43.52 ||84.72 |
|ii) Depreciation ||188.55 ||158.98 |
|The net profit before Tax ||429.28 ||784.57 |
|Add: || || |
|Provision for tax for earlier year written back ||203.08 || |
|The balance of Profit brought forward from last year ||4395.13 ||3938.33 |
|Total ||5027.49 ||4722.90 |
|Less: || || |
|Provision for Current Taxation ||35.00 ||45.00 |
|Provision/(Saving) for Deferred Taxation ||(11.00) ||(15.00) |
|Dividend on Equity Shares || ||82.00 |
|Tax on Dividend (for earlier year) ||0.93 ||15.77 |
|Transfer to General Reserve ||50.00 ||200.00 |
|Total ||74.93 ||327.77 |
|Balance proposed to be carried forward to next year's accounts ||4952.56 ||4395.13 |
CONSOLIDATED FINANCIAL STATEMENTS :
Pursuant to Sections 129 134 of the Companies Act 2013 (the Act) the ConsolidatedFinancial Statements of the Company and its subsidiary prepared in accordance withschedule III of the Act and Accounting Standards AS 21 and AS 23 forms part of this AnnualReport.
The Board of Directors recommends the payment of Dividend for the year ended 31stMarch 2017 at the rate of Rs 0.20 per share. If approved the Equity Dividend shall bepaid subject to the provisions of section 126 of the Companies Act 2013 to thoseshareholders whose names stand on the Register of Members on 22nd July 2017.
The Dividend in respect of shares held in electronic form will be paid to all thosebeneficial owners of the shares as per the details furnished by depositories for thepurpose at the close of business hours on 10th July 2017.
As you may be aware that after the demerger of its Paper manufacturing activity on 1stFebruary 2016 the Company is engaged in the business of Real Estate development as alsoin generating Wind Power from its three plants located at Satara and Sangli.
A residential project "GREENS" at Thergaon Pune is being developed inPartnership with the land provided by the Company. The project has so far completed fivebuildings having 470 apartments which have been sold and handed over to the customers. The6th building having 16 floors was taken up for construction in 2014 is in theadvanced stage of completion and is likely to be completed in the next financial year. Theconstruction of the building was stalled for about 10 months for receipt of approval foradditional four floors. Consequently the Company's share of profit in the firm is lowerat Rs 267.63 lakhs (last year Rs 707.52 lakhs). The firm has taken up construction ofAmenities Building of about 40000 sq.ft. area in the project in which the space offeredfor sale was booked by the customers in a very short span of time.
Approvals are awaited for developing 12 acres of land at Pune in Partnershiparrangement having a potential development of 9 lakh sq. ft. of residential apartments forwhich a Memorandum of Understanding was entered into last year.
The Company will also develop a residential and commercial project of about 1200000sq.ft. at Village Ranjoli Dist. Thane in joint venture under GCorp Township Pvt. Ltd. inwhich the Company holds 50% stake.
The GREENVILLE project being developed by the Company is awaiting statutory approvals.
The three wind power generation plants located at Satara and Sangli (Maharashtra) areoperating satisfactorily and have generated 67.70 lakhs Kwh of energy during thisfinancial year.
During the year the Company has entered in to a Memorandum of Understanding with G CorpGroup for the joint development of the land admeasuring about 9 acres at Village RanjoliDistrict Thane through a Special Purpose Vehicle named as "GCORP Township PrivateLimited". The Company has acquired 50% Equity Shares of M/s. GCORP Township PrivateLimited at a face Value of `10 per equity share aggregating to an investment of Rs10050000/- (Rupees One Crores and Fifty Thousand Only). Accordingly the M/s. GCORPTownship Private Limited has become a Joint Venture Company.
As at 31st March 2017 the Company has one subsidiary namely PudumjeeInvestment & Finance Company Limited.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARY ASSOCIATES AND JOINTVENTURE COMPANIES :
Pursuant to Rule 8 of the Companies (Accounts) Rules 2014 the information on theperformance and financial position of each of the subsidiary associate joint ventureCompanies etc. as included in consolidated financial statement is provided in AnnexureNo. 1 to this report.
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) relevant amounts like unclaimeddividend etc. which remained unpaid or unclaimed for a period of seven years have beentransferred by the Company from to time to time on due dates to the Investor Educationand Protection Fund.
M/s. Khare & Company Chartered Accountants will complete their term at the ensuingAnnual General meeting and accordingly in terms of Provisions of the Companies Act 2013and applicable rules thereto they will retire by way of rotation of Auditors at theconclusion of the 52nd Annual General Meeting.
In terms of Section 139 of the Companies Act 2013 read with Companies (Audit &Auditors) Rules 2014 the Board of Directors has recommended the appointment of M/s. J.M. Agrawal & Company Chartered Accountants as Statutory Auditors of the Company for aperiod of 5 years to hold office from the conclusion of the ensuing Annual GeneralMitting (52nd) till the conclusion of 57th Annual General Mitting.
The Company has received the consent from the M/s. J. M. Agrawal & CompanyChartered Accountants and confirmation to the effect that they are not disqualified to beappointed as the Auditors of the Company in terms of the provisions of the Companies Act2013 and rules made thereunder. The Shareholders will be required to appoint the auditorsand fix their remuneration at the ensuing Annual General Meeting.
There is no adverse remark or qualification in the statutory Auditors Reportannexed elsewhere in this Annual Report.
The Auditors have reported that there is no fraud on or by the Company noticed orreported during the year.
DIRECTORS AND KEY MANAGERIAL PERSONEL (KMP):
There was no change in the Directors and KMP during the year under review.
The Company has Board of Directors with total 9 directors out of which 5 areNon-Executive Independent Directors 1 is Promoter Director 1 is Non-Executive Directorand the remaining 2 are Executive Directors.
By virtue of Section 149 of the Companies Act 2013 and rules made there under theIndependent Directors are not liable to retirement by rotation. Mr. A. K. Jatia WholeTime Director and Executive Chairman retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theapplicable provisions of the Companies Act 2013 and applicable regulations of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
SECRETARIAL AUDITOR :
The provisions of Section 204 read with Section 134(3) of the Companies Act 2013 andrules made there under mandates Secretarial Audit of the Company from a Company Secretaryin Practice. The Board in its meeting held on 29th July 2016 has appointedM/s. Parikh & Associates Practicing Company Secretaries (Certificate of Practice No.1228) as the Secretarial Auditor for the financial year ending 31st March2017. The Secretarial Auditors' Report for the financial year 2016-17 is annexed heretoand marked as Annexure No. 2.
There is no adverse remark or qualification in the Secretarial Audit Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) :
The Board of Directors has constituted the Corporate Social Responsibility Committee.The major role of this Committee is to formulate recommend implement and monitor the CSRpolicy and activities to be undertaken by the Company to meet/contribute expendituretowards its recommended corporate social responsibility objectives. Some of The activitieswhich will be undertaken by the Company through an eligible trust are as under;
a) Education in Rural Area
b) Environment protection in rural area
c) Vocational Development
The CSR committee comprises of the following members:
|Name of the Director ||Category ||Designation |
|Mr. Vinod Kumar Beswal ||Independent Non || |
| ||Executive Director ||Chairman |
|Mr. Arunkumar Mahabir Prasad Jatia ||Executive Chairman ||Member |
|Mr. Ved Prakash Leekha ||Managing Director ||Member |
|Mr. Bhupendra Champaklal Dalal ||Independent Non || |
| ||Executive Director ||Member |
The CSR Policy is also uploaded on the website of the Company viz:www.pudumjeepulp.com.
During the year the Company has allocated total Rs 35 Lacs comprising of Rs 15 Lacsand Rs 20 Lacs disbursed to M/s. M. P. Jatia Charitable Trust and M/s. Shikshan PrasarakMandali respectively to be spent on below mentioned the purposes:
|Education ||20 Lacs |
|Environment protection ||15 Lacs |
The other relevant disclosures as stipulated under the Companies (Corporate SocialResponsibility Policy) Rules 2014 are given in Annexure No. 3.
The CSR committee has revised CSR expenses allocation in their meeting held on 28thMarch 2017 detailed in the Annexure No. 3.
The entire allocated amount was deposited / transferred with M/s. M. P. JatiaCharitable Trust and M/s. Shikshan Prasarak Mandali.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS :
The loans guarantees or investments made by the Company are within the limits ofSection 186 of the Companies Act 2013 and rules made there under as approved byshareholders vide special resolution passed at 49th Annual General Meeting ofthe Company.
The brief summary of such transactions are provided in Annexure No. 4 to this Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
A policy on Related Party Transactions has been adopted by the Board of Directors atits meeting held on 1st November 2014 for determining the materiality of transactionswith related parties and dealings with them. The said policy is available at the Company'swebsite at www.pudumjeepulp.com .The Audit Committee reviews all related partytransactions quarterly as also when necessary.
Pursuant to Section 134(3) 188(1) of the Companies Act 2013 read with Rule 8(2) ofthe Companies (Accounts) Rules 2014 the particulars of contracts/arrangements enteredinto by the Company with related parties referred to in sub-section (1) of section 188 ofthe Companies Act 2013 in Form AOC -2 are provided under Annexure No. 5.
ANNUAL EVALUATION OF BOARD'S PERFORMANCE:
As required under Companies Act 2013 a meeting of the Independent Directors was heldon 4th February 2017 to evaluate the performance of the Non-IndependentDirectors wherein the evaluation of performance of the Non-Independent Directorsincluding the Chairman and also of the Board as a whole was made against pre-defined andidentified criteria.
The criteria for evaluation of the performance of the Independent Directors Chairmanand the Board was finalized by the Nomination and Remuneration Committee in its meetingheld on 14th February 2015 the said committee has carried out evaluation ofthe performance of every Director. The said criteria is available at the Company's websiteat www.pudumjeepulp.com. The Board of Directors at their meeting held on 4thFebruary 2017 has evaluated the performance of Independent Directors.
While evaluating the principles and guidelines issued vide circular no.SEBI/HO/CFD/CMD/CIR/P/2017/004 of Securities Exchange Board of India dated 5thJanuary 2017 on Board Evaluation have been taken into account.
The details of programmes for familiarisation of Independent Directors with the Companyis available at the Company's website at www.pudumjeepulp.com.
RISK MANAGEMENT POLICY:
In accordance with the requirements of the Act the Company has adopted and implementeda Risk Management Policy for identifying risks to the Company procedures to inform Boardmembers about the risk assessment and minimization procedures monitoring the riskmanagement plan etc.
WHISTLE BLOWER MECHANISM :
The Company has a Whistle Blower Policy / Vigil Mechanism. The said policy has beenmade keeping in view of the amendments in the Companies Act 2013 and to comply withRegulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The said policy may be referred to at the Company's website atwww.pudumjeepulp.com.
PARTICULARS OF EMPLOYEES :
Pursuant to Section 197 of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the statement giving required details isgiven in the Annexure No. 6A and 6B to this report.
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 ANDOUTGO:
As the Company is not engaged in the manufacturing activities the information relatedto Conservation of energy technology absorption is not applicable.
During the year under review no Foreign Exchange was earned and used.
REPORT ON CORPORATE GOVERNANCE :
The report on Corporate Governance in accordance with the guidelines of the Securities& Exchange Board of India and pursuant to applicable provisions of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is attached and marked asAnnexure No. 7.
EXTRACT OF ANNUAL RETURN:
The extract of the Annual Return of the Company in Form MGT-9 is annexed as AnnexureNo. 8 to this report.
In accordance with the provisions of Section 178 and other applicable provisions of theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has formulated Remuneration policy which inter aliaincludes the criteria for determining qualifications positive attributes and independenceof Directors. The said policy may be referred to at the Company's website atwww.pudumjeepulp.com and is annexed hereto and marked as Annexure No. 9.
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 Real Estate and Wind Power. Accordingly the name of the Company isproposed to be changed subject to the approval of Central Government Stock Exchanges andShareholders. Last year the proposed name i.e. AJ Land Holdings Limited was not approvedso far by SEBI/Stock Exchanges and Registrar of Companies Pune did not renew that nameand hence the proposed resolution is being moved.
DIRECTORS RESPONSIBILITY STATEMENT :
The Directors confirm that:
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b) the Directors have 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 profit of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
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 theCompany and that such internal financial controls are adequate and were operatingeffectively.
f) the Directors have 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 |
| ||A.K. Jatia |
| ||Executive Chairman. |
|Place : Mumbai || |
|Dated : 20th May 2017 || |