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3P Land Holdings Ltd.

BSE: 516092 Sector: Financials
NSE: 3PLAND ISIN Code: INE105C01023
BSE 00:00 | 08 Aug 15.15 0.05
(0.33%)
OPEN

15.90

HIGH

15.90

LOW

14.90

NSE 00:00 | 08 Aug 14.95
(%)
OPEN

14.80

HIGH

15.85

LOW

14.80

OPEN 15.90
PREVIOUS CLOSE 15.10
VOLUME 2302
52-Week high 26.25
52-Week low 12.05
P/E 20.75
Mkt Cap.(Rs cr) 27
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 15.90
CLOSE 15.10
VOLUME 2302
52-Week high 26.25
52-Week low 12.05
P/E 20.75
Mkt Cap.(Rs cr) 27
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

3P Land Holdings Ltd. (3PLAND) - Director Report

Company director report

To the Members

The Directors have pleasure in presenting before you the 57th Annual Reportof the Company together with the Audited Financial Statements of Accounts for the yearended 31st March 2022.

FINANCIAL RESULTS

(Rs.In Lakhs) (Rs.In Lakhs)
2021-2022 2020-2021
The gross profit /(loss) before interest and Depreciation 178.47 98.59
Adjusting therefrom Finance cost of 0.13
and Depreciation of 9.54 12.07
The net profit /( Loss) 168.93 86.39
The balance of Profit brought forward from last year 1761.44 1697.57
Total 1930.37 1783.96
Less: Provision for Current Taxation of 43.10 (100.77)
Provision/(saving) for Deferred Tax expense of (1.08) 123.29
Totalling to 42.02 22.52
1888.35 1761.44

Which the Directors propose carry-forward to next year’s accounts

OPERATIONS:

The Company derives its revenue by way of interest and dividend respectively from loansand investments made to the Group Companies as also from lease rentals from real estateleased out to Group Company. The Company’s net profit after tax amounted to ` 126.91lakhs as against ` 63.87 Lakhs in the previous year showing an improvement of over 98%over the previous year.

In view of Company’s nature of revenue and assets the Company is also classifiedas a Core investment Company in terms of "Core Investment Companies (Reserve Bank)Directions 2016 as it is carrying out lending and investment activity within the GroupCompanies only.

The Company in due course would be re-commencing the process of formulation of plan todevelop its vacant land at Narsinghpur in Madhya Pradesh after assessing local conditionswhich was on hold in view of Covid Pandemic prevailing in the country.

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 the subsidiary Associates and Joint Ventures andtheir contribution to overall performance of the company during the period is provided as‘Annexure- I’ of this report.

AUDITORS:

STATUTORY AUDITORS:

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 and completed their 1stterm of five years. The Company proposes to appoint them for next term of five yearscommencing from the conclusion of 57th Annual general Meeting upto conclusionof 62nd Annual General Meeting of the Company.

M/s. J. M. Agrawal & Co. have given their consent to act as the Auditor’s ofthe Company till conclusion of 62nd Annual General Meeting of the Company.

M/s. J. M. Agarwal & Company Chartered Accountants have consented to the saidreappointment and confirmed that their reappointment if made would be within the limitsspecified under Section 143 (3)(g) of the Companies Act 2013. They have further confirmedthat they are not disqualified to be appointed as Statutory Auditors in terms of theprovisions of the proviso to Section 139(1) and Section 141(3) of the Companies Act 2013and the provisions of the Companies (Audit and Auditors) Rules 2014.

The Audit Committee and the Board of Directors recommended the reappointment of M/s. J.M. Agrawal & Company Chartered Accountants as Statutory Auditors of the Company fortheir second terms from the conclusion of 57th Annual General Meeting till theconclusion of 62nd Annual General Meeting of the Company. M/s. J. M. Agrawal& Company has over 36 years of experience in various Audits Certifications and otherConsultancy assignments.

The Shareholders will be required to reappoint the auditors and fix their remunerationat the ensuing Annual General Meeting. There is no adverse remark or qualification in theStatutory Auditor’s Report annexed elsewhere in this Annual Report. The Auditors havereported that there is no fraud on or by the Company noticed or reported during the year.

SECRETARIAL AUDITORS:

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 2021-2022.

The Secretarial Auditors Report for the Financial Year 2021-2022 is annexed to thisreport 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 Institute of Company Secretaries of India.

COST AUDITORS:

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 andChief Financial Officer.

DIRECTORS:

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 retire by rotation.

Ms. Vasudha Jatia (DIN:06725426) Non Executive Director retires by rotation at theensuing Annual General Meeting and being eligible offer herself for re-appointment.

Mr. Bhavnisingh Shekhawat independent Director is completing his tenure of five yearson 22nd July 2023. The Board of Directors of the Company on recommendation ofNomination and Remuneration Committee has recommended his re-appointment as Non ExecutiveIndependent Director for the second term with effect from 23rd July 2023 to 31stMarch 2028 not liable to retire by rotation subject to the approval of shareholders ofthe Company by Special Resolution.

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.

FIXED DEPOSITS:

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 2021-2022.

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 a Policy on materiality of and dealing with Related PartyTransactions and the same has been uploaded on the website of the Company atwww.3pland.com//files/policy-on-determination-of-materiality-for-disclosure.pdf

ANNUAL RETURN:

Pursuant to the provisions of Comapanies Act 2013 a copy of annual return for thefinancial year 2020-21 is available on the website of the company athttp://3pland.com/staticpages/files7-MGT-2020-21.pdf. Annual Return for the financial year2021-22 will be available on the website of the company after submission to the Registrarof Companies.

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-V’

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 OFTHE 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.

BOARD MEETINGS:

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 Act2013.1.

1. Mr. R. C. Saraf

2. Mr. A. K. Somany

3. Mr. Bhavanisingh Shekhawat

4. Mr. Romie Shivhari Halan

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.

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 BY THE BOARD:

A separate meeting of the Independent Directors of the Company was held on 24thJanuary 2022 in which 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. The evaluation criteria is available on Company's website www.3pland.com.

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 www.3pland.com/staticpages/files/pil_familiarisation%20 programme.pdf.

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.3pland.com/files/VigilMechanisim-WhistleBlowerPolicy.pdf.

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. The statement givingrequired details is given in the annexure VI-A and VI-B.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

An Internal Complaints Committee (‘Sexual Harassment Committee’) has beenconstituted under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 to deal with the complaints if any from the Company and otherCompanies in the 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 ANDOUTGO:

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.

REMUNERATION POLICY:

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 remunerationby the Nomination 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.3pland.com/www.3pland/files/pilremun.PDF.

SIGNIFICANT AND MATERIAL ORDER:

There is no significant and material order passed by the Regulators or Courts orTribunal 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 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.

ACKNOWLEDGEMENTS:

Your Directors wish to express their appreciation of the continued support andco-operation received from the all the Stakeholders and Employee of the Company.

On behalf of the Board of Directors
Place: Mumbai G. N. Jajodia
Date : 14th May 2022 Chairman

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