Prime Property Development Corporation Limited
Your Directors have pleasure in presenting the 2 9th Annual Report of yourCompany alongwith the Audited Statement of Accounts for the year ended March 31 2021.
|Particulars ||(Rs. In Lakhs) ||(Rs. In Lakhs) |
| ||Standalone ||Consolidated |
| ||2020-2021 ||2019-20 ||2020-2021 ||2019-20 |
|Business & Other Income ||127.62 ||423.46 ||127.62 ||423.45 |
|Profit/ (Loss) before Interest Depreciation & Tax ||(2093.11) ||164.96 ||(2110.29) ||154.09 |
|Less: || || || || |
|a. Interest ||11.89 || ||19.61 ||6.55 |
|b. Depreciation ||7.93 ||8.44 ||7.93 ||8.44 |
|Profit/ (Loss) before tax ||(2112.93) ||156.52 ||(2137.83) ||139.10 |
|Less: Provision for Tax: || || || || |
|a. Current Year ||(28.29) ||0.10 ||(28.29) ||0.10 |
|b. Deferred Tax ||0.18 ||1.56 ||0.18 ||1.56 |
|c. MAT Credit Entitlement || || || || |
|d. Short/ Excess for earlier years || || || || |
|Profit/(Loss) for the Period ||(2084.82) ||154.86 ||(2109.71) ||137.44 |
|Total Comprehensive Income for the year ||7.45 ||6.63 ||7.45 ||6.63 |
|Total Profit for the year ||(2077.37) ||161.48 ||(2102.26) ||144.06 |
|Balance brought forward from the previous year ||8322.59 ||8161.11 ||7821.69 ||7677.63 |
|Restated balance of OCI as at 01/04/2016 || || || || |
|Less: Opening Adjustment in Depreciation || || || || |
|Amount available for Appropriation ||6245.23 ||8322.59 ||5719.42 ||7821.69 |
|Appropriations: - Dividend &Corporate Dividend Tax || || || || |
|- Transferred to General Reserve || || || || |
|- Surplus carried to Balance Sheet || || || || |
|Total (including Other Comprehensive Income) ||6245.23 ||8322.59 ||5719.42 ||7821.69 |
Due to Corona virus pandemic and due to low Business your Directors do not recommendany Dividend for the year 2020-2021.
3. Brief description of the Company's State of affair:
Current Year's Operation:
Your Company during the current period ended on 31st March 2021 has earnedincome of Rs. 127.62 Lakhs and Loss of Rs.2084.82 Lakhs as compared to profit of Rs.154.85 Lakhs in the previous year.
Future Prospects: There is an ongoing corona pandemic and lockdown in theentire country. In Maharashtra due to lockdown in the State the Construction work of theCompany is on hold and COVID- 19 has affected every Business line in the country.
Your Company is hardly engaged in real estate activity in the year under review. Alsothe outbreak of Covid-19 pandemic is expected to adversely impact the sector performancefor the year. The most significant impact of Covid-19 is expected to be the reversemigration of workers which will impact construction activities across the country.
While the industry at large may be adversely impacted by this pandemic and the recoveryprospects for some may be low your Company's healthy balance sheet and project inpipeline will help to set in operational momentum in the months ahead once the economyopens up for business.
COVID-19 has impacted the normal business operations by way of interruption in Projectexecution supply chain disruption unavailability of personnel and closure of retailspaces during the lock-down period. The operations are expected to commence after thelockdown was lifted and the actual impact of the Covid-19 Pandemic may be different fromthat estimated as at the date of the approval of these financial statements.
We have a positive outlook on our business. In this fluid situation it is difficult toascertain the impact on the business for the financial year 2021-22.
4. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements:
Adequate internal controls systems and checks are in place commensurate with thesize of the Company and the nature of its business. The management exercises financialcontrol on the Company's operations through monitoring and standard operating procedures.Your Company has appointed an external professional agency M/s. Khakhar & Co.Chartered Accountants to conduct the Internal Audit and the findings and recommendationsof the Internal Auditors are placed before the Audit Committee of your Board regularly.
The Internal Auditors monitor and evaluate the efficacy and adequacy of internalcontrols in the Company its compliance with operating systems accounting procedures andpolicies. Based on the report of internal auditors the management undertakes correctiveaction in the respective areas and thereby further strengthens the controls. Significantaudit observations and corrective actions thereon if any are presented to the AuditCommittee of the Board which in turn ensures that necessary corrective actions suggestedare put in place. The CEO & CFO have given a declaration in the appropriate format tocertify that the financial statements prepared are accurate and complete in all aspectsand that there are no significant issues that can impair the financial performance of theCompany.
5. Details of Subsidiary Companies and the details pertaining to its Performance andfinancial position:
M/s. Sea-King Club Private Limited is a wholly owned subsidiary of M/s. Prime PropertyDevelopment Corporation Limited.
The operations of Subsidiary Company continue to be suspended pending renovation of thehotel with modern and improved amenities.
Your Company has not accepted any deposits from the public during the year underreview.
7. Statutory Auditors:
M/s H. N. Motiwala & Co Chartered Accountant (FRN: 111949W) Merged with M/sChajjed & Doshi Chartered Accountant (FRN: 101794W) w.e.f October 01 2020.
Thereafter The Audit was done by M/s Chajjed & Doshi Chartered Accountant (FRN:101794W) on the same terms and conditions including remuneration and they shall conductAudit till the Annual General Meeting to be held in the year 2022.
They have confirmed that they are not disqualified from continuing as Auditors of theCompany.
8. Auditors' Report:
The observations made by the Auditors in their Report read with relevant notes as givenin the Notes on Accounts annexed to the Accounts are self-explanatory and therefore donot call for any further comments under Section 134 (3)(f) of the Companies Act 2013.
The Auditors of the Company have not raised any queries or made any Qualifications onthe Accounts adopted by the Board which were then audited by them.
9. Share Capital:
During the year 2020- 2021 the Company has not made any issue of equity shares withdifferential voting Rights Sweat Equity Shares and Employee Stock Option.
10. Extract of the annual return:
The extract of the annual return in Form No MGT-9 has been annexed to this Report as"Annexure A" and form MGT-7 along with the attachments are available on websiteof the Company at www.ppdcl.com and annexure to MGT-7 i.e. MGT-8 shall be uploaded on theWebsite once it is uploaded on MCA site.
11. Conservation of energy technology absorption and foreign exchange earnings andoutgo the details of conservation of energy technology absorption foreign exchangeearnings and outgo are as follows:
Conservation of energy: The information required under the provisions of Section134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts)
Rules 2014 relating to the conservation of energy and technology absorption is notapplicable as the Company is not carrying out any manufacturing operation
A) Foreign exchange earnings and Outgo:
|Particulars ||As on 31.03.2021 ||As on 31.03.2020 |
|a) Earnings exchange in foreign ||NIL ||NIL |
|b) Expenditure/ outgo in foreign exchange (Travelling) ||NIL ||NIL |
B) Technological Absorption: Your Company has not imported any technology.
12. Corporate Social Responsibility (CSR):
The Corporate Social Responsibility Committee (CSR Committee) has formulated aCorporate Social Responsibility Policy (CSR Policy) indicating the activities to beundertaken by the Company the Formulation of CSR Committee The frequency of Meeting themanner of Expenditure and the Initiatives to be undertaken which has been approved by theBoard. The CSR Policy may be accessed on the Company's website at the link: www.ppdcl.com.
The Company is liable to pay the CSR amount of Rs. 1475027/- for the previous yearsout of which Rs. 605000/- has been paid during the year 2020 - 2021. Balance amount ofRs. 870027/- shall be paid within the stipulated time by identifying the area forimmediate requirements.
The identified area had no immediate requirement for the Fund and had thereforedeferred the receipt of payments causing the balance of CSR Fund unspent.
The CSR details is annexed to this Report as "Annexure B"
A) Changes in Directors and Key Managerial Personnel:
The changes in Directors are as under:
i. Mr. Alok Chowdhury (DIN: 02133472) was appointed as an Additional Director of theCompany on 12th November 2020and was regularized at the Annual General Meetingheld on 26th December 2020.
ii. Mr. Satendra Kumar Bhatnagar (DIN: 01813940) ) was appointed as an AdditionalDirector of the Company on 12th November 2020and was regularized at the AnnualGeneral Meeting held on 26th December 2020.
iii. Mrs. Meena Kapadi (DIN: 08074814) was appointed as an Additional Director of theCompany on 12th November 2020and was regularized at the Annual General Meetingheld on 26th December 2020.
iv. Mr. Ishwarchand Shah resigned from the Company on 26th December 2020dueto completion of tenure as an Independent Director.
v. Mr. Yadavrao Pawar resigned from the Company on 26th December 2020due tocompletion of tenure as an Independent Director.
vi. Mrs. Hiral Pasad resigned from the Company on 30th June 2020 due toother preoccupation.
B) Declaration by Independent Director(s): The Company has received declarationsfrom all the Independent Directors of the Company confirming that they meet the criteriaof independence as prescribed both under the Act and SEBI (LODR) Regulations.
C) Annual Evaluation of the Board Members: The Company has devised a Policy forperformance evaluation of the Board Committees Independent Directors and otherDirectors as a whole (including its Committees) which includes criteria for
performance evaluation of the Non-Executive Directors and Executive Directors.
D) Familiarization of Independent Directors: The details of programs for
familiarization of Independent Directors with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company and related matters are put up on the website of the Companyat the link: www.ppdcl.com.
14. Number of meetings of the Board of Directors
The Board of Directors during the year 2020- 2021 met four times on 30thJune 2020 15th September 2020 12th November 2020 and13thFebruary 2021.
For further details please refer to Report on Corporate Governance appearing in thisAnnual Report. The Company has complied with the Secretarial Standards during the year.
15. Details of establishment of vigil mechanism for directors and employees:
The Company has put in place Vigil Mechanism for Directors and Employees of theCompany. The Vigil Mechanism Policy is disclosed on the website of the Company at the Linkhttp://ppdcl.com/policies.html.
16. Company's policy on directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director:
The Nomination and Remuneration Committee has formulated a policy relating to theappointment remuneration and removal of Executive Directors Key Managerial Personnel andOther Senior Management Personnel of the Company in accordance with the provisions ofSection 178 of the Act.
The Remuneration Policy is annexed to the Directors Report as "Annexure D".
17. Particulars of loans guarantees or investments under Section 186:
Particulars of Loan given Investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in standalone financial statement.
18. Particulars of contracts or arrangements with related parties:
The particulars of contracts or arrangements entered into by the Company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act 2013 includingcertain arm's length transactions under the proviso thereto have been disclosed in FormNo. AOC -2 annexed to this Report as "Annexure C".
Further policy on dealing with Related Party Transactions is disclosed on the websiteof the Company at the link http://www.ppdcl.com/ policies.html
19. Managerial Remuneration:
A) Details pursuant to Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed. B) There is no Employee who is in receiptof more than Rs. 850000 P.M. or Rs. 12000000 per financial year under section 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in thefinancial year 2020- 2021.
20. Secretarial Audit Report:
As per the provisions of Section 204 read with Section 134(3) of the Companies Act2013 the Board has appointed M/s. S.G & Associates Company Secretaries in Practiceas the Secretarial Auditor of the Company for the Financial Year 20202021 and their reportis annexed to this Report as "Annexure E".
The Auditors of the Company have not raised any queries or made any Qualifications withrespect to Secretarial Audit conducted by them.
21. Risk management policy:
The Board has adopted Risk Management policy for ensuring the orderly and efficientconduct of its business including adherence to company's policies safeguarding of itsAssets Prevention and detection of Frauds and Errors etc.
22. Directors' Responsibility Statement:
Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act 2013with respect to Directors' Responsibility Statement it is confirmed that-
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) such accounting policies have been selected and applied consistently and judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company at the end of the financial year and of the profit andloss of the company for that period;
(c) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) The annual accounts have been prepared on a going concern basis.
(e) That internal financial controls were laid down to be followed and that suchinternal financial controls were adequate and were operating effectively.
(f) That proper systems were devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
23. Corporate Governance and Management Discussion & Analysis Reports:
The Corporate Governance and Management Discussion & Analysis Report which forms apart of this Report are set out separately together with the Certificate from theAuditors of the Company regarding compliance with the requirements of Regulation 27 (2) ofSEBI (Listing Obligation Disclosure Requirement) 2015 and is annexed to this report as"Annexure H" and "Annexure G".
24. Details of Significant and Material Orders Passed by the Regulators or Courts orTribunals Impacting the Going Concern Status and Company' s Operations in Future:
There were no orders passed by the regulators or courts or tribunals impacting thegoing concern status and company's operations in future.
25. Safeguard at Workplace:
The management takes due care of employees with respect to safeguard at workplace.Further No complaints are reported by any employee pertaining to sexual harassment. Thedetails are made available in the Corporate Governance report.
An acknowledgement with thanks is hereby conveyed to all with whose help cooperationand hard work the Company was able to achieve the results.
|Date: 14.08.2021 ||By order of the Board of Directors |
|Place: Mumbai ||Prime Property Development Corporation Limited |
|Registered Office: || |
|501 Soni House Plot ||Sd/- |
|No.34 Gulmohar Road No.1 ||Padamshi L. Soni |
|JVPD Scheme Vile Parle ||Chairman |
|(W) Mumbai -400049. ||DIN: 00006463 |