Prime Property Development Corporation Limited
Your Directors have pleasure in presenting the 26th Annual Report of your Company alongwith the Audited Statement of Accounts for the year ended March 31 2018.
1. Financial Results:
|Particulars ||( Rs. In lacs) |
| ||Standalone ||Consolidated |
| ||2017 2018 ||2016 2017 ||2017 2018 ||2016 2017 |
|Business & Other Income ||953.46 ||5303.54 ||953.47 ||5303.54 |
|Profit / (Loss) before Interest Depreciation & Tax ||604.16 ||3454.62 ||595.94 ||3436.65 |
|Less: || || || || |
|a. Interest ||- ||2.87 ||4.37 ||6.00 |
|b. Depreciation ||15.25 ||14.60 ||15.25 ||14.60 |
|Profit / (Loss) before tax ||588.91 ||3437.15 ||576.32 ||3416.04 |
|Less: Provision for Tax: || || || || |
|a. Current Year ||176.72 ||1100.00 ||176.72 ||1100.00 |
|b. Deferred Tax ||9.78 ||172.87 ||9.78 ||172.87 |
|c. MAT Credit Entitlement ||- ||- ||- ||- |
|d. Short / Excess for earlier years ||(69.24) ||(0.84) ||(68.41) ||(0.84) |
|Profit / (Loss) for the Period ||471.66 ||2165.12 ||458.23 ||2144.02 |
|Total Comprehensive Income for the year ||(2.29) ||(1.37) ||(2.29) ||(1.37) |
|Total Comprehensive Income for the year ||469.37 ||2163.75 ||455.94 ||2142.65 |
|Balance brought forward from the previous year ||7554.55 ||5648.99 ||7101.66 ||5217.20 |
|Restated balance of OCI as at 1/04/2016 ||- ||-53.73 ||- ||-53.73 |
|Less: Opening Adjustment in Depreciation ||- ||- ||- ||- |
|Amount available for Appropriation ||8023.92 ||7759.01 ||7557.60 ||7306.12 |
|Appropriations: || || || || |
|- Dividend ||- ||169.71 ||- ||169.71 |
|- Corporate Dividend Tax ||- ||34.75 ||- ||34.75 |
|- Transferred to General Reserve ||- ||- ||- ||- |
|- Surplus carried to Balance Sheet ||8023.92 ||7554.55 ||7557.60 ||7101.66 |
|Total (including Other Comprehensive Income) ||8023.92 ||7554.55 ||7557.60 ||7101.66 |
Your Directors are pleased to recommend for your approval a dividend @ 20% i.e Re. 1(One)/- per equity share of face value Rs. 5/- for the financial year 2017-18.
3. Brief description of the Company's State of affair:
Current Year's Operation:
Your Company during the current period ended on 31st March 2018 has earned income ofRs. 953.46 Lakhs and Profit before Tax of 588.91 Lakhs as compared to Rs. 5303.54 Lakhsand Rs. 3437.15 Lakhs respectively in the previous year.
Overall the outlook for the construction industry is bright. As with any industrythough it will have its challenges to overcome. The construction industry willcontinue to evolve through years to come enabling good business conditions in near futureYour Management shall consider the positive changes in the Market and aim toacquire new projects considering the favourable market conditions
4. Details in respect of adequacy of internal financial controls with referenceto the Financial 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. 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 ofauditiors 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 onthe Accounts adopted by the Board which were then audited by them.
9. Share Capital:
During the year 2017-2018 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.
11. Conservation of energy technology absorption and foreign exchange earnings andoutgo
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
A) Conservation of energy:
The information required under the provisions of section 134 (3) (m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Ac- counts) Rules 2014 relating to theconservation of energy and technology absorption is not applicable as the Company is notcarrying out any manufacturing operation.
B) Foreign exchange earnings and Outgo:
Particulars As on 31.03.2018 As on 31.03.2017
a) Earnings in foreign exchange NIL NIL
b) Expenditure / outgo in foreign exchange (Travelling) 999855/- NIL
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 has contributed Rs. 2924300/-.
The Annual Report on CSR activities is annexed.
A) Changes in Directors and Key Managerial Personnel
There were no changes in the constitution of board of directors during the year. Interms of Section 152 (6) of the Companies Act 2013 Mr. Manish Padamshi Soni Whole-TimeDirector (DIN: 00006485) retires by rotation and being eligible offers himself forre-appointment. There was no appointment or resignation of any Key Managerial Personnelduring the year 2017-2018. Further it is proposed to the members to consider and approvethe continuation of office of Mr. P. L. Soni as Chairman even on attaining age of 70(Seventy) years and continuation of office of Mr. I. G. Shah and Mr. Y. C. Pawar asIndependent Directors who are 86 years and 77 years respectively.
B) Declaration by Independent Director(s)
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand SEBI (LODR) Regulations.
C) Annual Evaluation of the Board Members
The Company has devised a Policy for performance evaluation of the Board CommitteesIndependent Directors and other Directors which includes criteria for performanceevaluation of the non-executive directors and executive directors.
D. Familiarization of Independent Directors
The details of programs for familiarization of Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are put up on thewebsite of the Company at the link: www.ppdcl.com.
14. Number of meetings of the Board of Directors
The Board of Directors during the year 2017-18 met four times on 18th May 2017 12thAugust 2017 11th November 2017 and 10th February 2018.
For further details please refer to Report on Corporate Governance appearing in thisAnnual Report. The Company has complied with the Secre- tarial 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 guaran- tee 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.
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 receipt of more than Rs. 850000 P.M. or Rs.12000000 per financial year under section 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in thefinancial 2017-18.
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 2017-18 and their reportis annexed.
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 com- pany'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 relat ing 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 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.
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. Thecompany has formed Internal Complaint Committee.
An acknowledgement with thanks is hereby conveyed to all with whose help cooperationand hard work the Company was able to achieve the results.
| ||For and on behalf of the Board of Directors |
| ||Padamshi L. Soni |
|Place: Mumbai ||Chairman |
|Date:14/08/2018 ||DIN: 00006463 |