To the Members
The Directors have pleasure in presenting before you the 55th Annual Reportof the Company together with the Audited Financial Statements of Accounts for the yearended 31st March 2020.
The accounts are prepared in accordance with the Companies (Indian AccountingStandards) Rule 2015 (IND As) prescribed under Section 133 of the Companies Act 2013.
| ||(` In Lakhs) ||(` In Lakhs) |
| ||2019-2020 ||2018-2019 |
|The gross profit /(loss) before interest and Depreciation ||500.73 ||101.00 |
|Adjusting therefrom Finance cost of ||13.58 ||135.30 |
|and Depreciation of ||14.12 ||15.80 |
|The net profit /( Loss) ||473.03 ||(50.10) |
|The balance of Profit brought forward from last year ||962.56 ||1208.55 |
|Total ||1435.59 ||1158.45 |
|Less: Provision for Current Taxation of ||117.00 ||-- |
|Provision/(saving) for Deferred Tax expense of ||(87.00) ||(30.00) |
|Amortization of Goodwill || ||222.27 |
|Loss of amalgamated subsidiary companies for 2017-18 || ||3.62 |
|Transfer from fair value of current investment on || || |
|derecognition of investment ||291.98 ||-- |
|Totalling to ||261.98 ||195.89 |
|There remains a balance of ||1697.57 ||962.56 |
Which the Directors propose carry-forward to next year's accounts
The Company as stated above has earned a net Profit Before Tax after 3 years ofrecurring losses. The profits are primarily due to sale of Transferable Development Rights(TDRs) received by the Company during the year in respect of about 3030 sq. mtr. of landacquired by the local authorities in earlier years for road widening purposes as also dueto liquidation of certain investments in AMJ Land Holdings Limited (AMJLHL) and PudumjeePaper Products Limited (PPPL) sale proceeds of which have been deployed in interestbearing loans as also zero percent non-cumulative redeemable preference shares of PudumjeePlant Laboratories Ltd (PPLL).
The Company is classified as a Core Investment Company in compliance with CoreInvestment Companies (Reserve Bank) Directions 2016 and is carrying out lending itsinvestment activity within the Group Companies in addition to its business of RealEstate. The land held by the Company at Pune is occupied by Pudumjee Paper ProductsLimited in terms of Leave & License Agreement executed with them pursuant to the orderof the Bombay High Court which agreement is proposed to be renewed for a further period of5 years with effect from 1st February 2021 on an enhanced compensation. TheCompany is also formulating plans to exploit the land which it holds at Narsinghpur inMadhya Pradesh. These plans may face some delay in view of ongoing Covid pandemicprevailing in the country. The Company would be further liquidating its remaining sharesin PPPL as sanctioned by the members in their last meeting held on 22nd July2019 in due course.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF SUBSIDIARY ASSOCIATES AND
JOINT VENTURES COMPANIES:
Pursuant to Rule 8 of the Companies (Accounts) Rules 2014 the information onperformance and financial position of the associate company as included in consolidatedfinancial statement is provided as 'Annexure- I'. There is no subsidiary to the Company.
M/s. J. M. Agrawal & Co. Chartered Accounts have been appointed as StatutoryAuditors of the Company at the 52nd Annual General Meeting to hold office up tothe conclusion of 57th Annual General Meeting. M/s. J. M. Agrawal & Co.have given their consent to act as the Auditor's of the Company till conclusion of 57thAnnual General Meeting. The Company has received a Certificate from M/s. J. M. Agrawal& Co. that their appointment would be within the prescribed limits under section 141and other applicable provisions of the Companies Act 2013 read with the Companies (Auditand Auditors) Rules 2014 and that they are not disqualified for appointment. TheShareholders will be required to ratify the appointment of the auditors and fix theirremuneration at the ensuing Annual General Meeting. There is no adverse remark orqualification in the Statutory Auditor's Report annexed elsewhere in this Annual Report.The Auditors have reported that there is no fraud on or by the Company noticed or reportedduring the year.
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 2019-20.
The Secretarial Auditors Report for the Financial Year 2019-20 is annexed to thisreport as 'Annexure-II'. The report does not contain any qualification reservation oradverse remark.
The Company has complied with the applicable Secretarial Standards during the yearissued by Institute 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 ExecutiveDirector. By virtue of Section 149 of the Companies Act 2013 and rules made there underthe Independent Directors are not liable to retire by rotation.
Ms. Vasudha Jatia Non Executive Director retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offer herself 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 in sub-section (6) ofSection 149 of the Companies Act 2013 and also in Regulation 16(1)(b) of SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 and confirming that they are notdebarred from holding the office of Director by virtue of any SEBI order or any other suchauthority.
The Company has not accepted any public 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 2019-20.
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:
The disclosures pursuant to Section 134(3) (h) read with Rule 8(2) of the Companies(Accounts) Rules 2014 in form AOC-2 for related party transactions is annexed as'Annexure-IV'
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 Annual Return of the Company in form MGT-9 is annexed to this report as'Annexure-V'. The extract of the Annual Return of the Company can also be accessed on theCompany's website at www.pudumjeeindustries.com.
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 to this report as 'Annexure-VI'
The Secretarial Auditors Certificate in respect of compliance with the provisionsconcerning Corporate Governance forms a part of this Annual Report as required under theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF 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.
Four 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 Obligations andDisclosure Requirements) Regulations 2015 and Section 149(6) of the Companies Act 2013.
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 and minimization proceduresmonitoring the risk management plan etc. and the same has been uploaded on the website ofthe 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 of the Company review the sameon periodical basis and significant observations if any and Action Taken Report on thesame are considered by Audit Committee at their meetings.
ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD OF DIRECTOR(S):
A separate meeting of the Independent Directors of the Company was held on 18thJanuary 2020 in which a 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 performance of the committee was also generally discussed and evaluated. Thefeedback based on evaluation was discussed with the Chairman of the Board given to theDirectors.
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 is availableon the website of the Company www.pudumjeeindustries.com.
WHISTLE BLOWER MECHANISM / VIGIL MECHANISM:
The Company has a Whistle Blower Policy/Vigil Mechanism. The said policy has been madekeeping in view of the amendments in the Companies Act 2013 and as per Regulation 22 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 for Directorsand employees to report their genuine concern. The said policy is available at thecompany'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 to date.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
An Internal Complaints Committee ('Sexual Harassment Committee') has been constitutedunder 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 inthe Pudumjee Group.
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 is not engaged in the manufacturing activity.
During the year under review no foreign exchange was earned and used.
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 website www.pudumjeeindustries.com.
SIGNIFICANT AND MATERIAL ORDERS:
There is no significant and material order passed by the Regulators or Courts orTribunals impacting the going concern status and the Company's operations in future.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors confirm 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 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 this Act for safeguarding theassets 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 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 all the Stakeholders and Employee of the Company.
| ||On behalf of the Board of Directors |
|Place: Pune ||G. N. Jajodia |
|Date : 22nd June 2020 ||Chairman |