Prime Urban Development India Ltd.
|BSE: 521149||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE419E01024|
|BSE 00:00 | 28 Sep||8.00||
|NSE 05:30 | 01 Jan||Prime Urban Development India Ltd|
Prime Urban Development India Ltd. (PRIMEURBAN) - Director Report
Company director report
Your Directors have pleasure in presenting the 81st Annual Report on the business andoperations of Prime Urban Development I ndia Limited ["Company"] together withthe Audited Accounts of the Company for the Financial Year ended March 312018.
THE SUMMARIZED FINANCIAL PERFORMANCE (STANDALONE AND CONSOLIDATED) OF YOUR COMPANY FOR2017-18 AND 2016-17 IS GIVEN Below:
Rs. in Lakhs
OVERVIEW AND THE STATE OF COMPANY AFFAIRS
During the Financial year 2017-18 your Company has clocked consolidated revenues ofRs. 4141.32 Lakhs in the Realty segment. In the year 2017-18 your Company has sold allthe balance units in Prime Enclave Vistas-Apartment Projects and handover to theAssociation formed by the flat owners have been completed.
Your Company has constructed 14 Villas in the Onyx Project. However looking at thecurrent market conditions the Company is looking to explore alternate businessopportunities for the remaining land parcel. Your Company is also engaged in the sale ofdeveloped land and in the financial year 2017-18 your Company has sold in 143000 sq.ft. of developed land.
Your Company is mainly focused in the Tirupur city of the state of Tamil Nadu and withthe opening up of the Affordable Housing segment due to Govt. push your Company isexploring opportunities in the same. Your Company is also aggressively seeking outopportunities in various parts of the country.
Your Company is engaged in the export of cotton yarn under Merchant Trading. Theconsolidated revenues from this segment in the year 2017-18 were Rs. 5631.82 Lakhs. Therewere no major changes in this segment during the year.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Companies Act 2013 (hereinafter referred toas the "Act") read with the Companies (Accounts) Rules 2014 applicableAccounting Standards prescribed by the Institute of Chartered Accountants of India and theprovisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as the "SEBI Listing Regulations") the auditedconsolidated financial statements are provided in this Annual Report.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
As at March 312018 your Company had following 6 (Six) Subsidiary Companies:
1. ATL Textile Processors Limited
2. Manoj Yarn Processors Limited
3. Pee Dee Yarn Processors Limited
4. Patodia Developers Private Limited
5. Srivarsha Realtors Private Limited
6. Newline Buildtech Private Limited
During the year under review Newline Buildtech Private Limited became a wholly ownedsubsidiary of the Company.
Pursuant to the provisions of Section 129(3) of the Act a statement containing salientfeatures of financial statements of subsidiaries associates and joint venture companiesin Form AOC 1 is attached separately to this Annual Report.
In accordance to the provisions of Section 136(1) of the Act the Annual Report of theCompany containing therein Standalone and the Consolidated Financial Statements and theAudited Financial Statements of each of the subsidiary companies have been placed on thewebsite of the Company - www.ptlonline.com under theInvestors Section.
The Audited Financial Statements in respect of all subsidiary companies shall also bekept open for inspection at the Registered Office of the Company during working hours fora period of 21 days before the date of ensuing Annual General Meeting. The aforesaiddocuments relating to subsidiary companies can be made available to any Member interestedin obtaining the same upon a request in that regards made to the Company.
The Policy for determining material subsidiaries as approved by the Board of Directors(hereinafter referred to as the "Board") of the Company is made available on thewebsite of the Company at the link-http://www.ptlonline.com/ new-investors/policies/Policy-on-Material-Subsidiaries.pdf
To conserve the funds for future business growth your Directors have not recommendedany dividend on equity shares in respect of the financial year 2017-18.
TRANSFER TO RESERVES
In view of losses incurred during the Financial Year 2017-18 no appropriation isproposed to be made towards Reserves. PUBLIC DEPOSITS
Your Company has not been accepting any deposits from the public and hence there are nounpaid/unclaimed deposits nor there is any default in repayment thereof.
MEETING OF THE BOARD MEETINGS AND ITS COMMITTEES
The Board of Directors of your Company met 6 (Six) times during the financial year2017-18. The details of composition of the Board and its Committees their meetings heldduring the year under review and the attendance of the Directors / Committee Members atthe respective meetings are provided in the Corporate Governance Report which forms partof this Annual Report. The time gap between two consecutive Meetings did not exceed onehundred and twenty days.
During the year under review the recommendations made by the Audit Committee wereaccepted by the Board. There were no instances where the Board has not accepted anyrecommendation of the Audit Committee.
PARTICULARS OF LOANS GRANTED GUARANTEE PROVIDED AND INVESTMENTS MADE PURSUANT TO THEPROVISIONS OF SECTION 186 OF THE COMPANIES ACT 2013
Details of loans granted guarantees provided and investments made by the Company underthe provisions of Section 186 of the Act are provided in Note No.4(a) & 4(g) underNotes forming part of Standalone Financial Statements.
PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION EXPENDITURE ON RESEARCH ANDDEVELOPMENT & FOREIGN EXCHANGE EARNINGS AND OUTGO
Considering the nature of activities in which the Company operates energy consumptionis in accordance to the normal business practices and does not require any specificinstallations. In its regular course of business the Company is always vigilant toconserve the resources and continuously implements measures required to save energy.
The business activities of the Company are not specific to any technology requirements.In the course of its operations processes are formed and implemented to achieveoperational efficiencies in the Company which provide maintaining product quality and costcontrol.
The details in respect of Foreign Exchange earnings/outgo during the year under reviewis provided in Note No. 17(3) under Notes forming part of Standalone Financial Statements.
EXTRACT OF ANNUAL RETURN
In terms of provisions of Section 92(3) of the Act an extract of Annual Return inprescribed format is annexed to this Report as "Annexure I".
CORPORATE GOVERNANCE REPORT
Your Company is in compliance with the Corporate Governance guidelines as laid down inthe SEBI Listing Regulations. A report on Corporate Governance together with Auditors'Certificate as required under Regulation 34 read with Schedule V of the SEBI ListingRegulations forms part of this Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review the Board of Directors vide Circular Resolution datedApril 112017 had appointed Mrs. Ryna Zaiwalla Karani as an Additional Director of theCompany with effect from April 13 2017. Further the Members of the Company had at the80th Annual General Meeting held on August 11 2017 appointed Mrs. Ryna Zaiwalla Karanias an Independent Director of the Company for a period of five years.
In terms of the provisions of the Act Mr. Manoj Kumar Patodia retires from the Boardof the Company by rotation at the forthcoming Annual General Meeting and being eligiblehas offered himself for re-appointment.
The Board of Directors of the Company at its Meeting held on May 21 2018 has subjectto the approval of Members re-appointed Mr. Purusottamdas Patodia (DIN: 00032088) Mr.Manoj Kumar Patodia (DIN: 00026455) and Mr. Anuj Patodia (DIN: 00026458) as Chairman andManaging Director Vice Chairman and Managing Director & Managing Directorrespectively for a period of 3 (three) years from the expiry of their present term i.e.with effect from April 12019 on the terms and conditions including remuneration asrecommended by Nomination and Remuneration Committee of the Board and approved by theBoard.
The Board of Directors of the Company at its Meeting held on May 21 2018 has subjectto the approval of Members re-appointed Mr. T. Paul Sugumaran (DIN: 01875775) as WholeTime Director for a period of 3 (three) years from the expiry of his present term i.e.with effect from June 12018 on the terms and conditions including remuneration asrecommended by Nomination and Remuneration Committee of the Board and approved by theBoard.
The Board of Directors of the Company at its Meeting held on May 21 2018 has subjectto the approval of Members re-appointed Mr. N. K. Bafna (DIN: 00019372) Mr. BanwarilalSinghal (DIN: 00006433) and Mr. Venkatchalam Ramaswamy (DIN: 00008509) as IndependentDirectors of the Company for a second term of 5 (five) consecutive years i.e. up to March31 2024.
The Company has received individual declaration from following Independent Director(s)of the Company stating that they meet the criteria of independence as provided underSub-section (6) of Section 149 of the Act and Regulation 16(1)(b) of the SEBI ListingRegulations:
a) Mr. N. K. Bafna
b) Mr. Banwarilal Singhal
c) Mr. Venkatchalam Ramaswamy
d) Mrs. Ryna Zaiwalla Karani
The Notice convening forthcoming Annual General Meeting includes the proposal forappointment/re-appointment of aforesaid Directors. A brief resume of the Directors seekingappointment/re-appointment at the forthcoming Annual General Meeting and other details asrequired to be disclosed in terms of Regulation 36(3) of the SEBI Listing Regulations andSecretarial Standard on General Meeting (SS-2) forms part of the Notice calling the AGM.None of the Directors are disqualified for appointment/ re-appointment under Section 164of the Act. None of the Directors are related inter-se to each other save and except Mr.Purusottamdas Patodia Mr. Manoj Kumar Patodia and Mr. Anuj Patodia. Mr. PurusottamdasPatodia is the father of Mr. Manoj Kumar Patodia and Mr. Anuj Patodia.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(5) of the Act with respect to Directors'Responsibility Statement it is hereby confirmed that:
(a) in the preparation of the annual accounts for the financial year ended March 312018 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at March 312018 and of the profitand loss of the Company for that period;
(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts for the financial year ended March312018 on a going concern basis;
(e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws were in place and that such systems were adequate and operatingeffectively.
AUDITORS AND AUDITOR'S REPORT
M/s. L. U. Krishnan & Co Chartered Accountants (Firm Registration No. 001527S)were appointed as Statutory Auditors of the Company for a period of 5 (five) consecutiveyears at the Adjourned 80th Annual General Meeting ("AGM") held on 7thSeptember 2017 till the conclusion of the 85th AGM.
In terms of the provisions of Section 139 of the Companies Act 2013 their appointmentwill however need to be ratified by Shareholders at the forthcoming Annual GeneralMeeting. Notice convening the forthcoming Annual General Meeting includes a proposal forratification of appointment of Statutory Auditors by the Shareholders of the Company.
The Auditors Report for the financial year ended March 31 2018 does not contain anyqualification reservation or adverse remark. No instances of fraud have been reported bythe Statutory Auditors of the Company under Section 143(12) of the Act.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
In terms of provisions of Section 204 of the Act the Secretarial Audit of the Companyfor the Financial Year 2017-18 was conducted by M/s. S. K. Jain & Co CompanySecretaries in Practice.
The Secretarial Audit Report for the financial year ended March 31 2018 is annexed tothis Report as "Annexure II". The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.
RELATED PARTY TRANSACTIONS
All contract/ arrangements/ transactions entered into/ by the Company during thefinancial year under review with related parties were on an arm's length basis. There wereno materially significant related party transactions entered by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with interest of the Company at large.
All Related Party Transactions were placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee was obtained for thetransactions which were of a repetitive nature. The transactions entered into pursuant tothe omnibus approval so granted were reviewed and statements giving details of all relatedparty transactions were placed before the Audit Committee and the Board of Directors fortheir approval on a quarterly basis. The policy on materiality of related partytransactions and dealing with related party transactions as approved by the Board isavailable on the website of the Company at the link i.e.
The details of the related party transactions as per Accounting Standard 18 are set outin Note No.10 to the Standalone Financial Statements forming part of this report. Theparticulars of contracts or arrangements with aforesaid related parties in prescribedformat are annexed to this Report as "Annexure III".
RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY
Pursuant to the requirement of Section 134(3)(n) of the Act the Company has in place astructured risk management policy. The Risk management process is designed to safeguardthe organisation from various risks through adequate and timely actions. It is designed toanticipate evaluate and mitigate risks in order to minimize its impact on the business.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
In compliance with the provisions of Section 177 of the Act and Regulation 22 of theSEBI Listing Regulations the Company has established a vigil mechanism to provide aframework for promoting responsible and secure whistle blowing and to provide a channel tothe employee(s) Directors and other stakeholders to report to the management concernsabout unethical behaviour actual or suspected fraud or violation of the code of conductor policy/ies of the Company as adopted/framed from time to time. The details of saidvigil mechanism are given in Corporate Governance Report which forms part of this AnnualReport. The Whistle Blower Policy has been uploaded on the Company's website at the linki.e.
CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted a Corporate Social Responsibility Committee ("CSRCommittee") in accordance with the provisions of Section 135 of the Act. The Board ofDirectors of the Company has based on the recommendations made by the CSR Committeeformulated and approved Corporate Social Responsibility Policy for the Company. The sameis available on the website of the Company at the link
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014 is made in prescribed form which is annexed to this Report as "AnnexureIV".
NOMINATION AND REMUNERATION POLICY
In terms of requirements prescribed under Section 178(3) of the Act the Nomination andRemuneration Policy inter-alia providing the terms for appointment and payment ofremuneration to Directors and Key Managerial Personnel is annexed to this Report as"Annexure V".
PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided under "AnnexureVI" which is annexed to this Report.
None of the employees of the Company were in receipt of monthly or yearly remunerationin excess of the limits specified under the Act and Rule 5(2) & Rule 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion & Analysis Report as required under Regulation 34 of theSEBI Listing Regulations is annexed to this Report as "Annexure VII".
INTERNAL FINANCIAL CONTROLS
Your Company has put in place adequate policies and procedures to ensure that thesystem of internal financial control is commensurate with the size and nature of theCompany's business. A regular audit and review processes ensure that the controls arereinforced on an ongoing basis. Such controls have been assessed during the year takinginto consideration the essential components of internal financial controls. Based on theassessment carried out by the Company the internal financial controls were adequate andeffective and no reportable material weakness or significant deficiencies in the design oroperation of internal financial controls were observed during the year ended March312018.
UNCLAIMED AND UNPAID DIVIDENDS
As on March 31 2018 amounts of Rs. 390445/- and Rs. 378611/- are lying in theunpaid equity dividend account of the Company in respect of the dividend for the FinancialYear 2015-16 and 2016-17 respectively. Members who have not yet received/claimed theirdividend entitlements are requested to contact the Company or the Registrar and ShareTransfer Agents of the Company.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe Financial Statements relate and the date of this Report.
Pursuant to the provisions of Sections 134(3)(p) 149(8) and Schedule IV of the Act andRegulation 17(10) of SEBI Listing Regulations and in accordance with the Guidance Note onBoard Evaluation issued by Securities and Exchange Board of India the Directors havecarried out the annual performance evaluation of the Board Independent DirectorsNon-executive Directors Executive Directors Committees and the Chairman of the Board.The performance was evaluated based on inputs received from all the directors afterconsidering criteria such as Board composition and structure effectiveness of Board /Committee processes and information provided to the Board etc. A separate meeting of theIndependent Directors was also held during the year for the evaluation of the performanceof non-independent Directors performance of the Board as a whole and that of theChairman.
The details of programme for familiarisation of Independent Directors with the Companyindustry in which it operates their roles rights responsibilities is made available onthe website of the Company at the link- www.ptlonline.com.
1) The Company has not issued any equity shares with differential rights as todividend voting or otherwise.
2) The Company has complied with Secretarial Standards issued by the Institute ofCompany Secretaries of India on Board and General Meeting.
3) The Whole Time Director has not received any commission from the Company nor anyremuneration or commission from any of its subsidiary company.
4) There are no significant/material orders passed by the regulators/courts/tribunalsduring the year under review which would impact the going concern status of your Companyand its future operations.
5) During the year under review there were no reported instances of cases filedpursuant to Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
Your Directors would like to thank and place on record their appreciation for thesupport and co-operation provided to your Company by its Shareholders regulatoryauthorities and its bankers.
Your Directors would also like to place on record their appreciation for the effortsput in by employees of the Company during the year.
For and on behalf of the Board
Chairman and Managing Director
Place : Mumbai
Date : May 212018