To The Members
Prime Property Development Corporation Limited
Your Directors have pleasure in presenting the 27th Annual Report of your Company alongwith the Audited Statement of Accounts for the year ended March 31 2019.
|Particulars ||(Rs. In Lakhs) ||(Rs. In Lakhs) |
| ||Standalone ||Consolidated |
| ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Business & Other Income ||754.55 ||953.46 ||754.55 ||953.47 |
|Profit/ (Loss) before Interest Depreciation & Tax ||449.99 ||604.16 ||438.45 ||595.94 |
|Less: || || || || |
|a. Interest ||- ||- ||5.61 ||4.37 |
|b. Depreciation ||8.03 ||15.25 ||8.03 ||15.25 |
|Profit/ (Loss) before tax ||441.96 ||588.91 ||424.81 ||576.32 |
|Less: Provision for Tax: || || || || |
|a. Current Year ||130.00 ||176.72 ||130.00 ||176.72 |
|b. Deferred Tax ||5.83 ||9.78 ||5.83 ||9.78 |
|c. MAT Credit Entitlement ||- ||- ||- ||- |
|d. Short/ Excess for earlier years ||1.37 ||(69.24) ||1.37 ||(68.41) |
|Profit / (Loss) for the Period ||304.76 ||471.66 ||287.61 ||458.23 |
|Total Comprehensive Income for the year ||2.14 ||(2.29) ||2.14 ||(2.29) |
|Total Profit for the year ||306.90 ||469.37 ||289.75 ||455.94 |
|Balance brought forward from the previous year ||8023.92 ||7554.55 ||7557.60 ||7101.66 |
|Restated balance of OCI as at 01/04/2016 || || || || |
|Less: Opening Adjustment in Depreciation || || || || |
|Amount available for Appropriation ||8330.82 ||8023.92 ||7847.35 ||7557.60 |
|Appropriations: || || || || |
|- Dividend & Corporate Dividend Tax ||(169.71) ||- ||(169.71) ||- |
|- Transferred to General Reserve ||- ||- ||- ||- |
|- Surplus carried to Balance Sheet ||8161.11 ||8023.92 ||7677.63 ||7557.60 |
|Total (including Other Comprehensive Income) ||8161.11 ||8023.92 ||7677.63 ||7557.60 |
In view of meager profit during the year the Board does not propose to pay anydividend
3. Brief description of the Company's State of affair:
Current Year's Operation: Your Company during the current period ended on 31stMarch 2019 has earned income of Rs. 754.55 Lakhs and Profit before Tax of Rs. 441.96Lakhs as compared to Rs.953.46 Lakhs and Rs. 588.91 Lakhs respectively in the previousyear.
Future prospects: Your Company operates overwhelmingly within the western suburbs ofMumbai. The construction industry has challenges to overcome. It is accordingly decided tobe extremely careful in venturing into new projects and retain liquidity or to invest thesame carefully considering the nature of returns from the same in areas of our concern.However the management of the Company shall timely capitalize on the market opportunitiesconsidering the strengths the Company possesses.
4. Details in respect of adequacy of internal financial controls
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 there by further strengthens the controls. Significantaudit observations and corrective actions thereon if any are presented to the AuditCommittee of the Board. The Audit committee of the Board ensures that necessary correctiveactions suggested are put in place. At the end of a period the CEO & CFO give adeclaration in the appropriate format to certify that the financial statements preparedare accurate and complete in all aspects and that there are no significant issues that canimpair the financial performance of the Company.
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 besuspended pending renovation of the hotel 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. Motiwalla & Co. Chartered Accountants were appointed as Auditors of theCompany for a term of 5 (five) consecutive years at the Annual General Meeting held onSeptember 29 2017. They have confirmed that they are not disqualified from continuing asAuditors of the Company. No resolution is proposed for ratification of appointment ofauditors as the same is done away with videMCA notification dated May 7 2018.
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 on theAccounts adopted by the Board which were then audited by them.
9. Share Capital:
During the year 2018-2019 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 & shall be madeavailable on website i.e. www. ppdcl.com.
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:
A) 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
B) Foreign exchange earnings and Outgo:
|Particulars ||As on 31.03.2019 ||As on 31.03.2018 |
|a) Earnings in foreign exchange ||NIL ||NIL |
|b) Expenditure / outgo in foreign exchange (Travelling) ||Rs. 444256/- ||999855/- |
C) 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 had earmarked a budget of Rs. 1797414/- and had disbursed Rs. 311000/-for the year 2018-2019.
The identified area had no immediate requirement for the Fund and had thereforedeferred the receipt of payments causing the balance of CSR Fund unspent.
A) Changes in Directors and Key Managerial Personnel :There were no changes in theconstitution of board of directors during the year. In terms of Section 152 (6) of theCompanies Act 2013 Mr. Vishal Padamshi Soni Whole-Time Director (DIN: 00006497) retiresby rotation and being eligible offers himself for re-appointment. There was no appointmentor resignation of any Key Managerial Personnel during the year 2018-2019.
However Mrs. Gitanjali Nalawade Chief Financial Officer of the Company has presentedher resignation with effect from 01.07.2019
B) Declaration by Independent Director(s): The Company has received declarations fromall the Independent Directors of the Company confirming that they meet the criteria ofindependence 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 performanceevaluation of the non-executive directors and executive directors.
D. Familiarization of Independent Directors : The details of programs forfamiliarization 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 2018-19 met four times on 30th May2018 14th August 2018 03rd November 2018 and 14thFebruary 2019. One Circular Resolution was passed on 29th March 2019 . For furtherdetails please refer to Report on Corporate Governance appearing in this Annual 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
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 be utilized by the recipient areprovided 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. Further policy on dealing with Related Party Transactions isdisclosed on the website of 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 receipt of more than Rs. 850000 P.M. or Rs.12000000 per financial year under section 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in the financial 2018-19.
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 2018-19 and their reportis annexed. The Auditors of the Company have not raised any queries or made anyQualifications with respect 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 have been made that are and prudent so as to give a true and fair view ofthe state ofaffairsof 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 the provisions ofCompanies Act for safeguarding the assets of the company and for preventing and detectingfraud 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.
Passed by the Regulators or Courts or Tribunals Impacting the Going 24. Details ofSignificant 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 helpcooperation and hard work the Company was able to achieve the results.
|Date: 14th August 2019 ||By order of the Board of Directors |
|Place: Mumbai ||Prime Property Development Corporation Limited |
|101Soni HousePlot No.34 || |
|Gulmohar Road No.1 || |
|JVPD SchemeVile Parle (W) || |
|Mumbai -400049. || |
| ||Padamshi L. Soni |
| ||Chairman |
| ||DIN: 00006463 |