To the Members
The Directors have pleasure in presenting the 53rd Annual Report of theCompany together with the Audited Financial Statements of Accounts for the year ended 31stMarch 2018
|FINANCIAL RESULTS || || |
| ||(` In Lakhs) ||(` In Lakhs) |
| ||2017-2018 ||2016-2017 |
|The gross profit /(losss) before interest and Depreciation ||142.10 ||194.69 |
|(including from discontinuing operations) || || |
|Adjusting therefrom Finance cost of ||148.69 ||199.38 |
|And Depreciation of ||7.32 ||6.91 |
|The net profit /( Loss) ||(13.91) ||(11.60) |
|The balance of Profit brought forward from last year ||1212.26 ||1225.06 |
|Total ||1198.35 ||1213.46 |
|Less: Provision for Current Taxation of || || |
|Provision for Deferred Tax expense of ||(10.20) ||1.20 |
|Totaling to ||(10.20) ||1.20 |
|There remains a balance of ||1208.55 ||1212.26 |
Which the Directors propose carry forward to next year's accounts.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Sections 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 name of the Company stands changed to 3P Land Holdings Limited (from erstwhilePudumjee Industries Ltd.) consequent upon demerger of Paper making undertaking in 2016 andthe land holdings of about 20 acres of land at Pune in Maharashtra and Narsinghpur inMadhya Pradesh for Real Estate purpose. The land at Pune would be available fordevelopment only after its vacation by Pudumjee Paper Products Ltd. who are occupying theland under Leave & License arrangement pursuant to the Scheme of Demerger. Althoughthe Real Estate business is currently going through recessionary trends the land atNarsinghpur which is ideally located may be developed depending upon improvement in thebusiness sentiments. The Company also invests in Group Companies by way of Inter CorporateDeposits and investments. Consequently under the Core Investment Companies (Reserve Bank)Directions 2016 the Company is classified as Core Investment Company in compliance withthe regulations.
Pudumjee Hygiene Products Ltd (PHPL) a wholly owned subsidiary Company carries onbusiness of machinery leasing whose account show a net profit of ` 2.96 lakhs. Anotherwholly owned subsidiary Company is Pudumjee Holding Ltd (PHL) which also holds investmentin Group Companies and borrows from them. Its account shows a loss of ` 6.57 lakhsprimarily on account of interests.
The Board of Directors of the Company as also of both the wholly owned subsidiarieshave proposed to merge these subsidiary Companies into 3P Land Holdings Ltd. for whichnecessary petition has been preferred and is pending with National Company Law Tribunal.Once the scheme is sanctioned after requisite approvals the business of all theCompanies will get simplified and rationalized.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF SUBSIDIARY ASSOCIATES AND JOINT VENTURESCOMPANIES:
Pursuant to Rule 8 of the Companies (Accounts) Rules 2014 the information onperformance and financial position of each of the subsidiary associates joint venturecompanies etc. as included in consolidated financial statement is provided as 'Annexure-I'
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to the provisions of Section 124 and 125 of the Companies Act 2013 theunclaimed dividend for the year 2009-10 which remained unclaimed for a period of sevenyears was transferred to the Investor Education and Protection Fund along with therelevant shares held by such shareholders .
In compliance with these provisions read with the Investor Education and ProtectionFund Authority (Accounting Audit Transfer and Refund) Rules 2016 the Company hadtransferred 315729 shares to the Demat Account of the IEPF Authority maintained with NSDLin respect of which dividend had remained unpaid/unclaimed for a consecutive period ofseven years. The details of the shareholders whose shares have been transferred to IEPFAuthority and procedure to claim refund of such transferred unclaimed dividend and sharesfrom IEPF Authority are available on the website of the Companyviz:pudumjeeindustries.com.
Pursuant to the provision of the section 139(1) of the Companies Act 2013 read withthe Companies (Audit and Auditors) Rules 2014 M/s. J. M. Agrawal & Co. CharteredAccountants were appointed as the Statutory Auditors of the Company in the Annual GeneralMeeting held on 24th July 2017 for a period of five years subject toratification by the members in every Annual General Meeting. The Company has received acertificate from M/s. J. M. Agrawal & Co. to the effect that their appointment wouldwithin the prescribed limits under section 141 and other applicable provision of theCompany Act 2013. read with the Company (audit & Auditors) Rules 2014 and that theyare not disqualified for appointment. Based on the recommendations of the Audit Committeethe Board recommends ratification of the appointment of M/s. J. M. Agrawal & Co. atthe ensuing Annual General Meeting.
The Notes on financial statements referred to in the Auditors Report are selfexplanatory and do not call for any further comments. The report does not contain anyqualification reservation or adverse remarks.
Pursuant to Section 204 of the Companies Act 2013 and the Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 M/s. Parikh & AssociatesPracticing Company Secretaries were appointed to conduct the secretarial audit of theCompany for Financial Year 2017-18.
The Board of Directors of the Company appointed M/s Parikh & AssociatesPracticing Company Secretaries Mumbai as the Secretarial Auditor to conduct the audit forthe year under review. The Secretarial Auditors Report for the year under review isannexed to this report as 'Annexure II'. The report does not contain any qualificationreservation or adverse remark.
The Company has complied with the applicable Secretarial Standards during the yearIssued by the Institutate of Company Secretaries of India.
The Company is not subjected to Cost Audit and hence has not appointed the CostAuditor.
KEY MANAGERIAL PERSONNEL:
The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and 203 of the Companies Act 2013 read with Rules framedthereunder.
Mr. Gautam N. Jajodia- Executive Director
Mr. Jagadish W. Patil-Company Secretary and Chief Financial Officer
The Company has Board of Directors with total five directors out of which threedirectors are Non-Executive
Independent Directors one promoter director and one Executive Director. By virtue ofSection 149 of the Companies Act 2013 and rules made there under the IndependentDirectors 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. Bahvanisingh Shekhawat was appointed as Additional Director (Independent) in theMeeting held on 14th November 2017. The Shareholders are required to appointhim as Independent Director for a period of five years from 23rd July 2018.
Ms. Vasudha Jatia Director retires by rotation at the ensuing Annual General Meetingand being eligible offer herself for re-appointment.
As on 31st March 2018 the Company had two wholly owned subsidiariesnamely Pudumjee Holding Limited and Pudumjee Hygiene Products Limited. No Subsidiarieswere added or liquidated or sold during the financial year.
In accordance with section 129(3) of the Companies Act 2013 the Company has preparedconsolidated financial statements of the Company and its subsidiary companies which formspart of the Annual Report.
In accordance with Section 136(1) of the Companies Act 2013 the Annual Report of theCompany containing the standalone and the consolidated financial statements and all otherdocuments required to be attached thereto have been placed on the website of the companywww.pudumjeeindustries.com.
The annual accounts of the wholly owned subsidiary company(s) shall also be availablefor inspection by any members at the registered office of the company on any working dayduring business hours.
The Company has not accepted any deposits during the year.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Corporate Social Responsibility (CSR) as per the Companies Act 2013are not applicable to the Company for the financial year 2017-18.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The loans guarantees given or investments made are within the limits under Section 186of the Companies Act 2013 and as approved by shareholders vide special resolution passedat 49th Annual General Meeting of the Company. A statement on this is annexedunder '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. The Audit Committee reviews all related party transactions quarterly as alsowhen necessary. Form AOC-2 for such transactions is annexed as 'Annexure-IV'
The Company has not made any loans and advances in which directors are interested.Hence disclosure pursuant to Regulation 34(3) read with Part 'A' of Schedule V of theListing 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 atwww.pudumjeeindustries.com.
EXTRACT OF ANNUAL RETURN:
The Extract of the Annual Return of the Company in Form MGT-9 is annexed to this reportas 'Annexure-V'.
REPORT ON CORPROATE GOVERNANCE:
The Report on Corporate Governance in accordance with the guidelines of the Securitiesand Exchange Board of India and pursuant to applicable provisions of the Securities andExchange Board of India (listing Obligations and Disclosure Requirements) Regulations2015 is attached this report as 'Annexure VI'
The Auditors Certificate in respect of compliance with the provisions concerningCorporate Governance forms a part of this Annual Report as required under the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION FO THE COMPANY;
There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of this report.
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.
Five Board Meetings of Directors were held during the year. More details about themeetings are available in the Report on Corporate Governance which forms part of thisAnnual Report.
COMMITTEES OF BOARD:
The details regarding Committees of the Board of Directors of the Company are given inthe report on Corporate Governance which forms a part of this Annual Report.
INDEPENDENCE OF THE BOARD:
The Board of Directors of the Company comprises of optimum number of IndependentDirectors. Based on the confirmations/disclosures received from the Directors andevaluation of the relationship disclosed the following Non Executive Directors areIndependent Directors in terms of Regulation 16(1)(b) of the SEBI ( Listing Obligationsand Disclosure Requirements) regulations 2015 and Section 149(6) of the Companies Act2013.
1. Mr. R. C. Saraf
2. Mr. A. K. Somany
3. Mr. Bhavanisingh Shekhawat.
RISK MANAGEMENT POLICY
The Board of directors at its meeting held on 17th May 2014 adopted RiskManagement Policy containing elements identifying risk to the existence of the companyprocedures to inform Board members about the risk assessment & minimizationprocedures monitoring the risk management plan etc. and the same has been uploaded onthe website of the Company at www.pudumjeeindustries.com.
INTERNAL CONTROL SYSTEM AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The internal systems of the Company are adequate considering the nature of itsbusiness size and complexity. The Statutory Auditors as well as the Internal Auditors ofthe Company review the same on periodical basis and significant observations if any andAction Taken Report on the same are considered by Audit Committee at their meetings.
FORMAL ANNUAL EVALUATION BY THE BOARD:
A separate meeting of the Independent Directors of the Company was held on 20thJanuary 2018 in which a formal evaluation of performance of the Board and the individualDirectors was carried out. The performance evaluation was conducted based on the criteriaspecified in the Companies Act 2017 Regulation 17 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and Guidance Note on Board Evaluation issued bySEBI. The feedback based on evaluation was discussed with the Chairman of the Board givento the 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.pudumjeeindustreis.com
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 and as perRegulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 for Directors and employees to report their genuine concern. The said policy isavailable at the company's website www.pudumjeeindustries.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
As required under 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 as the Company does not carry on manufacturing activity.
During the year under review no foreign exchange was earned and used.
CHANGE IN NAME:
The name of the Company has been changed from 'Pudumjee Industries Limited' to '3P LandHoldings Limited' pursuant to the "Certificate of Incorporation pursuant to Change ofname" dated 06.04.2018 issued by Registrar of Companies Maharashtra Pune.
AMALGAMATION OF SUBSIDIARY COMPANIES WITH THE COMPANY:
The Board had approved the Scheme of Amalgamation of Pudumjee Holding Limited andPudumjee Hygiene Products Limited wholly owned subsidiaries of the Company with theCompany. The proposed Scheme will enable the Company to simplify the group and businessstructure achieve cost reduction enable optimal utilization of resources increase thebusiness synergies and provides operational flexibility. The said Scheme is in theinterest of the Company and is in no way prejudicial to the interest of the shareholderscreditors or to the public in general.
The Company had filed an application with the National Company Law Tribunal (NCLT) forapproval of the scheme.
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.pudumjeeindustries.com.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors state that:
(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.
CERTIFICATION BY EXECUTIVE DIRECTOR AND CHIEF FINANCIAL OFFICER:
Certificate by Mr. G. N. Jajodia Executive Director and Mr. J. W. Patil ChiefFinancial Officer pursuant to the provisions of Regulation 17(8) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 for the year under review wasplaced before the Board of Directors of the Company at its meeting held on 26th May2018.
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 : 26th May 2018 ||G. N. Jajodia |
|Place: Lonavala ||Chairman |