You are here » Home » Companies » Company Overview » Industrial & Prudential Investment Company Ltd

Industrial & Prudential Investment Company Ltd.

BSE: 501298 Sector: Financials
NSE: N.A. ISIN Code: INE620D01011
BSE 00:00 | 17 Sep 1600.00 -2.50
(-0.16%)
OPEN

1595.00

HIGH

1650.00

LOW

1566.05

NSE 05:30 | 01 Jan Industrial & Prudential Investment Company Ltd
OPEN 1595.00
PREVIOUS CLOSE 1602.50
VOLUME 1311
52-Week high 1869.00
52-Week low 802.35
P/E 17.58
Mkt Cap.(Rs cr) 269
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1595.00
CLOSE 1602.50
VOLUME 1311
52-Week high 1869.00
52-Week low 802.35
P/E 17.58
Mkt Cap.(Rs cr) 269
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Industrial & Prudential Investment Company Ltd. (INDLPRUDINV) - Director Report

Company director report

FOR THE YEAR ENDED 31ST MARCH 2021

To

The Shareholders

Your directors have pleasure in submitting the ANNUAL REPORT relating to the affairs ofthe Company together with Audited Financial Statements of the Company for the year endedMarch 31 2021.

FINANCIAL RESULTS
Rs in lakhs
Particulars Year ended 31.03.2021 Year ended 31.03.2020
Amount - Rs Amount - Rs
Income 1285.12 1216.18
Expenditure
(a) Net loss on fair value changes - 182.69
(b) Other Expenses 69.62 72.98
Profit before taxation 1215.50 960.51
Provision for taxation
Tax Expense 102.53 92.72
Net Profit after taxation 1112.97 867.79
Other Comprehensive Income net of taxes 12383.08 (1826.47)
Total Comprehensive Income 13496.05 (958.68)
Earnings per equity share (in Rs.) Basic and diluted 66.41 49.72
Dividend (payable if approved by members) 436.33 436.33
Special Reserve (in terms of Section 45-1C of RBI Act 1934) 222.60 173.60
During the year:-
Amount transferred to Capital Redemption Reserve on account of Buyback 6.95 NIL
Amount utilised from past profits towards payment of buyback amount 827.05 NIL

WORKING OF THE COMPANY

The Company's financial performance has been good during the year under review. 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.

DIVIDEND

Board of Directors recommend dividend of Rs. 25 per share( same as previous year) on1675840 shares (reduced capital after buyback of 69500 shares).

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.

SUBSIDIARY AND ASSOCIATE COMPANY

New Holding and Trading Company Ltd. is a wholly owned subsidiary of the Company. TheCompany holds 20.53% of share capital of KSB Limited therefore it is an AssociateCompany in terms of section 2(6) of the Act.

DIRECTORS

The Company has the following directors as at 31st March 2020

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 15.12.2017
6 Mr. Debanjan Mandal 00469622 Non-Executive IND 15.12.2017

Out of the above three Independent directors are appointed for a period of five years.

A. Directors retiring by rotation

Mr. Gaurav Swarup a director retires by rotation at the ensuing Annual GeneralMeeting. He being eligible offers himself for re-appointment.

B. Change in Directors:

There has been no change in the composition in the Board of Directors.

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. Disclosure under Regulation 34 (3) read with Schedule V with regard to "Related Party Disclosures" D
5. Secretarial Audit Report E
6. Annual Secretarial Compliance Report under LODR F
7. A Statement containing salient features of the financial statement of New Holding and Trading Co. Ltd. (wholly owned subsidiary) and KSB Limited (Associate Company) in Form AOC 1 G
8. Extract of Annual Report in Form MGT 9 H
9. Corporate Social Responsibility report in accordance with Section 135 of the Act read with the Rules I
10. Certificate on non-disqualification of Directors J
11. Consolidated Financial Statement K

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.

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 2021 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.

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

AUDIT COMMITTEE

Members of the Audit Committee are a. Mr. Probir Roy b. Mr. A K Modi c. Mr. DebanjanMandal 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).

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.

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.

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 OAVM without the physical presence of Members at a commonvenue. In compliance with the MCA Circulars the 105th Annual General Meeting is being heldthrough VC/OAVM. The Company has appointed Link Intime Private Limited (RTA) to providethis facility. Details are given in the Notice of the 105th Annual General Meeting.Members are requested to read the instructions in the Notice.

SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Act the Board of Directors had appointed Mayur MehtaPCS as secretarial auditor. But due to his health issues he was replaced by M/s MamtaBinani & Associates at the Board meeting held on 10th April 2021. Secretarial AuditReport received from M/s Mamta Binani & Associates is enclosed (Annexure E).

ANNUAL SECRETARIAL COMPLIANCE REPORT

In accordance with the regulation 24A of the LODR Annual Secretarial Compliance Reportgiven by M/s Mamta Binani & Associates Firm of Practising Company Secretaries isannexed to this annual report. The Company does not have any material subsidiary.

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 of the attached financial statementgives details of the same.

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 the Form AOC 2.

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.

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

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.

VIGIL MECHANISM

The Company has formulated a vigil mechanism for directors and employee(s) to reportgenuine concerns. The vigil mechanism shall provides for adequate safeguards againstvictimization of director(s) or employee(s) or any other person who avail the mechanismand also provide for direct access to the chairperson of the audit committee inappropriate or exceptional cases.

AMALGAMATION OF NEW HOLDING & TRADING COMPANY LIMITED (WOS)

The members had earlier approved scheme of merger of New Holding and Trading CompanyLimited (Wholly Owned Subsidiary) under section 233 of the Act. However the RegionalDirector (Eastern Region) declined to approve the scheme on the ground that consent of 90%of the shareholders had not been obtained by the Company though the members of the Companyholding 90% of the paid-up capital had approved the Scheme. Therefore the Company has nooption but to take approval of the National Company Law Tribunal (NCLT). In view of thisthe Board of Directors on 16th June 2021 subject to various approvals has approved thescheme of amalgamation of New Holding & Trading Co. Ltd. its Wholly Owned Subsidiaryunder Section 230-232 of the Act. The Board of Directors are taking various steps toimplement the Scheme.

CORPORATE SOCIAL RESPONSIBILITY

Based on the recommendation of Corporate Social Responsibility Meeting the Board hasadopted CSR Policy. It is available on the Website of the Company. The Company hasundertaken a project as CSR activity which concentrates on education.

The Company had taken up a project of contributing to support a project by contributingto Vivekananda Vidyavikash Parishad an arm of Vidya Bharati for constructing a new schoolbuilding named as Gangadhar Saraswati Shishu Mandir Arasul Village East Burdwandistrict West Bengal.

Last tranche amounting to Rs. 10.70 lakh out of total project cost of Rs. 25.70 lakhwas spent during the year. The project was completed. As per the budget recommended by CSRCommittee and approved by the Board of Directors the Company has completed its CSRobligation for FY 2021 and there is no unspent amount remaining at the end of financialyear 2021.

CHANGE IN BUSINESS

There has been no change in the nature of business of the Company.

DEPOSITS

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.

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 penalties 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. Non- Submission of the annual report for the financial year March 2020 within the period prescribed under this regulation. Fine of INR 22000 (Rupees Twenty Two Thousand Only) including GST @18% was imposed by the BSE Ltd. This is caused due to some technical issues in the system. However the company has duly submitted the statement to the BSE again.
The company had contested the levy of fine and has deposited the amount under protest.
2. BSE Ltd. Non- Compliance with disclosure of related party transaction on consolidated basis for the half year ended September 2020 within the period prescribed under this regulation. Fine of INR 206500 (Rupees Two Lakhs Six Thousand Five Hundred Only) including GST @18% was imposed by the BSE Ltd. This is caused due to some technical issues in the system.
However the company has duly submitted the statement to the BSE again.
The company had contested the levy of fine 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.

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.

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.

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 voting rights on these shares shall remain frozen till the rightful owner of suchshares claims the shares.

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. 988185 being unclaimeddividends up to the year 31st March 2013 has been transferred to the Investor Education& Protection Fund established by the Central Government after the close of theaccounting year.

TRANSFER OF SHARES UNDERLYING UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTIONFUND:

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.

AUDITORS' REPORT

There are no qualifications or adverse remarks in the Auditors' Report.

AUDITORS

In accordance with Section 139 of the said Act read with rules made thereunder theCompany at the annual general meeting held on the 1st August 2017 appointed Messrs. Lodha& Co. Chartered Accountants (Registration no. 301051E) Kolkata as statutory auditorsfor a period of five years. The appointment is to be rati_ed by members at every annualgeneral meeting thereafter.

However the Companies (Amendment) Act 2017 has dispensed with annual rati_cation.

In accordance with provisos of Section 139 of the said Act the Board of Directors hasreceived consent and certificate of eligibility and compliance of criteria under Section141 of the said Act from Messrs. Lodha & Co. Chartered Accountants.

On behalf of the Board of Directors
Registered Office: Paharpur House Sd/-
8/1/B Diamond Harbour Road Kolkata 700027 Gaurav Swarup
Date:16th June 2021 Chairman & Managing Director

.