Your directors have pleasure in submitting the BOARD'S REPORT relating to the affairsof the Company together with Audited Financial Statements of the Company for the yearended March 31 2022.
(Rs. in thousand)
|Particulars ||Year ended 31.03.2022 ||Year ended 31.03.2021 |
|Income ||125438 ||128512 |
|Total Expenses ||6168 ||6962 |
|Profit before taxation ||119270 ||121550 |
|Tax Expense ||15018 ||10253 |
|Net Profit after taxation ||104252 ||111297 |
|Other Comprehensive Income net of taxes ||695522 ||1238308 |
|Total Comprehensive Income ||799774 ||1349605 |
|Earnings per equity share (in Rs.) Basic and diluted ||62.21 ||66.41 |
|Special Reserve (in terms of Section 45-1C of RBI Act 1934) ||20850 ||22260 |
|During the year:- || || |
|Amount transferred to capital redemption reserve on account of Buyback ||- ||695 |
|Amount utilized from past profits towards payment of buyback amount ||- ||82705 |
1. WORKING OF THE COMPANY
Compared to the stock market the Company's financial performance has been good. Theshare price of KSB Limited which remains a significant portion of the Company'sinvestment portfolio has recovered and touched all time high level. Other investmentsmade by the company also performed very well and given returns in line with the market.
Board of Directors recommend dividend of Rs. 50 per share (Rs. 25 per share previousyear ) on 1675840 shares.
3. HOLDING COMPANY
Paharpur Cooling Towers Limited (PCTL) controls the composition of the Board ofDirectors of the Company. Consequently the Company in terms of section 2(87)(i) read withExplanation (b) of the Companies Act 2013 (hereinafter referred to as "theAct") is the subsidiary of PCTL.
4. SUBSIDIARY AND ASSOCIATE COMPANY
New Holding and Trading Company Ltd. is a wholly owned subsidiary of the Company. TheCompany holds 20.80% of share capital of KSB Limited therefore it is an AssociateCompany in terms of section 2(6) of the Act.
The Company has the following directors as at 31st March 2022
|Sr No Name of the Director ||DIN ||Status ||Date of original Appointment |
|1 Mr. Gaurav Swarup ||00374298 ||Chairman and Managing Director ||17.04.1990 |
|2 Mr. Varun Swarup ||02435858 ||Non-Executive ||07.11.2017 |
|3 Ms. Devina Swarup ||06831620 ||Non-Executive WD ||07.11.2017 |
|4 Mr. Anish K Modi ||00031232 ||Non-Executive IND ||24.09.2014 |
|5 Mr. Probir Roy ||00033045 ||Non-Executive IND ||07.11.2017 |
|6 Mr. Debanjan Mandal ||00469622 ||Non-Executive IND ||07.11.2017 |
Independent directors are appointed for a period of five years.
A. Directors retiring by rotation
Ms. Devina Swarup (DIN: 06831620) a director retires by rotation at the ensuing AnnualGeneral Meeting. She being eligible offers herself for re-appointment.
B. Change in Directors:
There has been no change in the composition in the Board of Directors.
C. Re-appointment of Managing Director
Mr. Gaurav Swarup has been re-appointed as the Managing Director of the Company witheffect from 1st February 2022. His tenure is concurrent with his tenure as ManagingDirector of holding company Paharpur Cooling Towers Limited till 31st January 2027.
D. Re-appointment of Independent Directors
Mr. Probir Roy (DIN 00033045) was appointed as an Independent Director for a period offive years from 7th November 2017 to 6th November 2022.
Mr. Debanjan Mandal (DIN 00469622) was appointed as an Independent Director for aperiod of five years - from 7th November 2017 to 6th November 2022.
Nomination and Remuneration committee has evaluated performance of Mr. Roy and Mr.Mandal as Independent Directors. It has recommended reappointment of Mr. Roy and Mr.Mandal for a second term of five years - from 7th November 2022 to 6th November 2027.
The Board of Directors also recommends re-appointment of Mr. Roy and Mr. Mandal asIndependent Directors for the second consecutive term.
Re-appointment of Mr. Roy and Mr. Mandal are proposed at the ensuing annual generalmeeting and the members are requested to pass the special resolutions for the same.
6. KEY MANAGERIAL PERSONNEL a. Mr. Gaurav Swarup Chairman and Managing Director.b. Mr. A. K. Singhania Chief Financial Officer. c. Mr. Ayan Datta Company Secretary andCompliance Officer.
Mr. Gaurav Swarup and Mr. A. K. Singhania are also KMP of the PCTL (holding Company).Therefore their appointments are covered by Sec 203(3) of the Act.
In compliance with the Act and as per SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 [LODR] the following reports are attached.
|Sr. No. Particulars ||Annexure |
|1. Corporate Governance Report with requisite certificate from the Practising Company Secretary ||A |
|2. Management Discussion and Analysis Report ||B |
|3. Financial Summary / Highlights ||C |
|4. Secretarial Audit Report ||D |
|5. Annual Secretarial Compliance Report under LODR ||E |
|6 Statement containing salient features of the financial statement of New Holding and Trading Co. || |
|7. Ltd. (wholly owned subsidiary) and KSB Limited (Associate Company) in Form AOC 1 ||F |
|8. Corporate Social Responsibility report in accordance with Section 135 of the Act read with the Rules ||G |
|9. Certificate of non-disqualification of Directors from the Practising Company Secretary ||H |
|10 Consolidated Financial Statement ||I |
7. NUMBER OF MEETINGS OF THE BOARD
During the financial year under review the Board of Directors met 6 (six) times. Thedetails are given in the Corporate Governance Report (Annexure A). All suggestions of theAudit Committee have been accepted by the Board.
8. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) and sub section (5) of the Act your Directors confirmthat:
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any.
(b) Appropriate accounting policies have been selected and applied consistently andthat the judgements and estimates made are reasonable and prudent so as to give a true andfair view of the affairs of the Company for the year ended March 31 2022 and of theprofit for the year under review.
(c) proper and sufficient care have been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) the annual accounts have been prepared on a going concern' basis.
(e) internal financial controls have been laid down and followed by the company andsuch internal financial controls are adequate and operating satisfactorily.
(f) there is proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
9. AUDIT COMMITTEE
Members of the Audit Committee are
a. Mr. Probir Roy
b. Mr. A K Modi
c. Mr. Debanjan Mandal
d. Ms. Devina Swarup
The Audit Committee discharges functions as in accordance with the Act and LODR.Details of the said committee are set out in the Corporate Governance Report (Annexure A).
10. A STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS
Mr. Probir Roy Mr. Debanjan Mandal and Mr. A K Modi Independent Directors havefurnished declarations that they meet the criteria of independence as laid down undersection 149(6) of the Companies Act 2013 and of LODR. The Board of Directors haveexpressed opinion on the Independent Directors in the attached corporate governance reportunder the heading "(viii) Confirmations by Independent Directors and Board'sopinion"
11. EVALUATION OF THE BOARD ITS COMMITTEES AND MEMBERS
As required under the provisions of the Act and the Listing Regulations the Board hascarried out an annual evaluation of
i. Board's performance
ii. Committees of the Board
iii. Chairperson of the Board and
iv. Individual Directors.
12. POLICY ON DIRECTORS' APPOINTMENT REMUNERATION AND CRITERIA OF INDEPENDENCE OFDIRECTORS
Nomination and Remuneration Committee recommends to the Board appointment of director.
With regard to remuneration except Mr. G Swarup all the Directors are non- executivedirectors. Mr. Swarup does not draw any remuneration (except sitting fees). Non-executiveDirectors are paid sitting fee as well as commission based on the net profits of theCompany. The members have approved payment of commission within the limit laid down in theAct.
The Company has put in place a Policy for Appointment Remuneration and Evaluation ofDirectors and KMP.
13. ANNUAL GENERAL MEETING
In view of the continuing Covid-19 pandemic the Ministry of Corporate Affairs("MCA") has permitted the holding of Annual General Meeting through VC or OAVMwithout the physical presence of Members at a common venue. In compliance with the MCACirculars the 106th Annual General Meeting is being held through VC/OAVM. The Company hasappointed Link Intime Private Limited (RTA) to provide this facility. Details are given inthe Notice of the 106th Annual General Meeting. Members are requested to read theinstructions in the Notice.
14. ANNUAL RETURN
In view of the amendments to Section 92 and Section 134 of the Act draft MGT 7 as at31st March 2022 is placed on the Website of the Company on www.industrialprudential.com.The draft MGT 7 will be replaced by the final MGT 7 on the same website after conclusionof the 106th AGM and after uploading of the same on the MCA website.
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company's principal business is dealing in investments and securities and it isregistered as NBFC with the Reserve Bank of India. In accordance with section 186(11)details are not required to be given. However note 6 & 7 of the attached financialstatement gives details of the same.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There is no material related party transaction during the year under review with thepromoters directors Key Managerial Personnel and their relatives. Therefore no detailsare required to be disclosed in the Form AOC 2.
17. MATERIAL CHANGES AND FINANCIAL COMMITMENTS IF ANY
No material changes and financial commitments have occurred between the end of thefinancial year of the Company to which the balance sheet relates and the date of thisReport.
18. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGOINGS
There are no particulars to be disclosed with regard to conservation of energytechnology absorption and foreign exchange earnings and outgoings
19. RISK MANAGEMENT
The principal business of the Company is dealing in investments and securities whichare subject to market risks. The Board of Directors/Committee of Directors take policydecision on deployment of funds of the Company in securities market based on investmentclimate and economic conditions in the country and movement in the stock markets. Theinvestment portfolio is periodically reviewed by the Board of Directors and cautiousapproach is a key note of the policy to mitigate risks.
The Company has put in place a Policy for Risk Management and Monitoring in accordancewith the Act and LODR.
20. AMALGAMATION OF NEW HOLDING & TRADING COMPANY LIMITED (WOS)
The Board of Directors on 16th June 2021 subject to various approvals had approvedthe scheme of amalgamation of New Holding & Trading Co. Ltd. its Wholly OwnedSubsidiary under Section 230-232 of the Act. The members on 26th February 2022 at themeeting convened by Hon'ble National Company Law Tribunal (NCLT) approved the merger. Noobjection on the merger has been received from Reserve Bank of India.
The Company is in the process of completing certain formalities for obtaining approvalof merger from NCLT.
21. CHANGE IN BUSINESS
There has been no change in the nature of business of the Company.
The Company had no deposits at the beginning of the Financial Year. It has not acceptedany deposits from its members/ directors. The Company does not have any outstandingdeposits at the end of the Financial Year.
23. SIGNIFICANT MATERIAL ORDERS
Members are requested to note the following events which have been referred to by theSecretarial Auditor in his Secretarial Audit Report Annual Compliance Report andCorporate Governance Report:
The Company has paid the following penalty during the year:
|Sr. Action No. taken by ||Details of Violation ||Details of action taken E.g. Fines Warning Letters debarment etc. ||Observation/remarks of the Practicing Company Secretary if any. |
|1. BSE Ltd. ||Delay in furnishing prior intimation about the meeting of the board of directors. ||Fine of INR 10000 (Rupees Ten Thousand Only) excluding GST @18% was imposed by the BSE Ltd. ||This is caused due to some technical issues in the system. The company had contested the levy of _ne and has deposited the amount under protest. |
Save as above no significant and material orders have been passed by the regulators orcourts or tribunals impacting the going concern status and the Company's operations infuture. Two penalties imposed by BSE during the financial year 2020-21 amounting(excluding GST) to Rs. 22000 and Rs. 175000 have been waived off by the BSE atthe Company's request. The company had already deposited the amount under protest. TheCompany as suggested by the BSE has adjusted this amount while paying ALF (AnnualListing Fees) / to the BSE.
24. INTERNAL FINANCIAL CONTROL
The quality of internal financial procedure and control observed by the management andits offcials are commensurate with the size and operations of the Company.
25. DISCLOSURE OF REMUNERATION VIS A VIS EMPLOYEES
No disclosure is required to be made pursuant to Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014. Further non-executive directors arepaid commission related to profits and fees. The Managing Director is not paidremuneration (except sitting fees).
The Company has no employees covered under Rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
The Company has only one male employee.
26. UNCLAIMED SECURITIES
Members are requested to note that in accordance with the Regulation 39(4) read withthe Schedule VI of LODR the Company has transferred unclaimed equity shares to a separateaccount titled "Industrial Prudential Unclaimed Securities Suspense Account".Present outstanding is 25989 shares. The Company is in the process of transferringfurther 13277 unclaimed shares to the said Suspense account.
The voting rights on these shares shall remain frozen till the rightful owner of suchshares claims the shares.
27. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND
In accordance with Sections 124 and 125 of the Companies Act 2013 ("theAct") and the Rules made thereunder an amount of Rs. 1064965 being unclaimeddividends up to the year 31st March 2014 has been transferred to the Investor Education& Protection Fund established by the Central Government after the close of theaccounting year.
28. TRANSFER OF SHARES UNDERLYING UNCLAIMED DIVIDEND TO INVESTOR EDUCATION &PROTECTION FUND
Till this year under review the Company has transferred pursuant to Section 124 of theAct and Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 3140 shares on which dividend had not been paid or claimed for sevenconsecutive years or more to an IEPF Account established by the Central Government.
Further shares will be transferred as when they become due.
The voting rights on these shares shall remain frozen till the rightful owner of suchshares claims the shares. RTA to confirm.
29. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE ACT
During the year under review no frauds were reported by the auditors to the AuditCommittee or the Board under Section 143(12) of the Act read with Rule 13 of theCompanies (Audit and Auditors) Rules 2014.
30. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has put in place a Policy on Prevention of Sexual Harassment of women atWorkplace and an Internal Complaints Committee has been set up to redress complaints.During the year under review no complaint was received during the financial year underreview.
31. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a vigil mechanism to provide avenues to the stakeholders tobring to the attention of the management the concerns about behavior of employees thatraise concerns including fraud by using the mechanism provided in the Whistle BlowerPolicy. The details of the said policy are included in the report on Corporate Governance.
32. DISCLOSURE OF POLICIES & CODES OF THE COMPANY
In accordance with the applicable laws the Board of Directors have approved followingpolicies / codes in place (which have been either introduced modified or revised whereverapplicable in view of changes in the regulatory requirements.):
|Sr. no. ||Policy / Code |
|1 ||Policy for preservation of documents |
|2 ||Policy for determining material subsidiary |
|3 ||Materiality of related party transactions and on dealing with related party transactions |
|4 ||Policy for determination of materiality of events and information |
|5 ||Archival Policy |
|6 ||Details of familiarization programmes imparted to independent directors |
|7 ||Code of conduct for its board of directors and senior management personnel |
|8 ||Vigil Mechanism/ Whistle Blower policy |
|9 ||Policy relating to remuneration of the directors key managerial personnel and other employees Policy on diversity of board of directors |
|10 ||Policy on Prevention of Sexual Harassment |
|11 ||Code of Conduct to regulate monitor and report trading by their designated persons |
|12 ||Code of Practices and Procedures for Fair Disclosure |
|13 ||Policy on Risk Management and Monitoring |
All the above policies will be placed on the website of the companywww.industrialprudential.com and BSE Ltd.
33. STATUTORY AUDITOR
During the year in compliance with the RBI Guidelines M/s Lodha & Co. CharteredAccountant (FRN 301051E) resigned as the Statutory Auditor of the Company. To fill theresultant casual vacancy the members at their Extra Ordinary
General Meeting held on 4th February 2022 appointed M/s S Jaykishan (FRN: 309005E)asthe Statutory Auditor of the Company up to conclusion of the ensuing Annual Generalmeeting.
In accordance with Section 139 (1) and (2) of the Act it is now proposed to appointM/s S Jaykishan as the Statutory Auditor for five years to audit the accounts for theFinancial Years 2022-23 to 2026-27 (that is from the conclusion of this Annual GeneralMeeting till conclusion of the Sixth Annual General Meeting) and the members are requestedto pass ordinary resolution for the same.
In accordance with provision of Section 139 of the Act the Board of Directors hasreceived consent and certificates of eligibility and compliance of criteria under Section141 of the Act from M/s. S Jaykishan Chartered Accountants
34. STATUTORY AUDITORS' REPORT
There is no qualification or adverse remark in the Statutory Auditors' Report.
35. SECRETARIAL AUDITOR
Pursuant to Section 204 of the Act the Board of Directors have appointed Mr. MayurMehta Practicing Company Secretary as secretarial auditor. Secretarial Audit Reportreceived from Mr. Mayur Mehta Practicing Company Secretary is enclosed (Annexure D). TheSecretarial Audit Report does not contain any qualification or adverse remark.
36. ANNUAL SECRETARIAL COMPLIANCE REPORT
In accordance with the regulation 24A of the LODR Annual Secretarial Compliance Reportgiven by Mr. Mayur Mehta Practicing Company Secretary is annexed to this Annual Report.The Company does not have any material subsidiary.
37. COMPLIANCE OF SECRETARIAL STANDARD
The Board of Directors has devised proper systems commensurate with the size andoperations to ensure compliance with the provisions of all applicable SecretarialStandards and that such systems are adequate and operating adequately
38. CORPORATE SOCIAL RESPONSIBILITY
As per recent amendments in the CSR rules the Company had an amount of Rs. 846000available for set off against statutory CSR amount of financial year 2021-22 and CSRliability for the financial year was Rs. 155000. Any excess amount left for set offafter the completion of three financial years starting from 2021-22 ie on 31st March2024 will lapse. Therefore the Company will set-o_ the excess amount spent towards CSRover and above the mandatory stipulated amount up to the immediately succeeding threefinancial years starting from 2021-22 subject to compliance with the conditionsstipulated under rule 7(3) of the Companies (Corporate Social Responsibility Policy)Rules 2014 and the Company has not spent towards CSR activities during 2021-22. AnnualReport on Corporate Social Responsibility in accordance with Section 135 of the Act readwith the Rules is attached as per Annexure G to this report. CSR policy is placed on thewebsite of the Company www.industrialprudential.com
| ||On behalf of the Board of Directors |
| ||Gaurav Swarup |
| ||Chairman & Managing Director |
|Registered Office: Paharpur House || |
|8/1/B Diamond Harbour Road Kolkata 700027 || |
|Date: 20.05.2022 || |