Your Directors have pleasure in presenting the 83rd Annual Report on the business andoperations of Prime Urban Development India Limited ["Company"] together withthe Audited Financial Statements of the Company for the Year ended March 31 2020.
1. FINANCIAL HIGHLIGHTS
The summarized financial performance (Standalone and Consolidated) of your Company for2019-20 and 2018-19 is given below:
| || |
Rs. in Lakhs
|Particulars || |
| ||2019-20 ||2018-19 ||2019-20 ||2018-19 |
|Revenue from operations ||5342.02 ||15185.26 ||5236.81 ||15190.06 |
|Other Income ||107.83 ||173.20 ||109.34 ||164.30 |
|Total Income ||5449.85 ||15358.46 ||5346.15 ||15354.36 |
|Earnings before interest tax depreciation exceptional items and amortization (EBITDA) ||(499.82) ||96.58 ||(285.44) ||118.91 |
|Less : Finance Costs ||224.96 ||313.50 ||324.46 ||354.84 |
|Less: De preciation and amortization expense ||37.49 ||35.12 ||40.62 ||38.83 |
|Profit/(Loss) before Exceptional Items and Tax ||(762.27) ||(252.04) ||(650.52) ||(274.76) |
|Exceptional Items ||-- ||-- ||-- ||-- |
|Profit/(Loss) before Tax ||(762.27) ||(252.04) ||(650.52) ||(274.76) |
|Less: Tax Expense ||2.77 ||(26.42) ||2.29 ||(28.08) |
|Profit/(Loss) After Tax ||(759.50) ||(278.46) ||(648.23) ||(302.84) |
|Other comprehensive Income/(expenses) ||27.52 ||10.61 ||27.52 ||10.61 |
|Total Comprehensive Income/(Loss) for the year ||(731.98) ||(267.85) ||(620.71) ||(292.23) |
|Surplus from previous year brought forward ||(1154.61) ||(886.76) ||(1671.21) ||(1375.44) |
|Less: Dividend and Dividend tax paid during the year ||-- ||-- || ||-- |
|Un-realised gain in contra-group transfers ||-- ||-- ||(14.59) ||(3.54) |
|Transfer to General Reserve ||-- ||-- ||-- ||-- |
|Amount available for appropriation ||(1886.59) ||(1154.61) ||(2306.51) ||(1671.21) |
During the Financial year 2019-20 your Company has clocked consolidated revenues ofRs. 222.89 Lakhs in the Realty segment. During the year under review an LLP is formedviz. Prathan City Developers LLP in which the Company is a Member for development ofLand Project at Kotagiri Nilgiri District Tamil Nadu.
Your Company is engaged in the export of cotton yarn under Merchant Trading. Theconsolidated revenues from this segment in the year 2019-20 were Rs. 5013.91 Lakhs.
2. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Companies Act 2013 (hereinafter referredto as 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") theaudited consolidated financial statements are provided in this Annual Report.
3. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
As at March 31 2020 your Company had following 6 (Six) Subsidiary Companies:
1. ATL Textile Processors Limited
2. Manoj Yarn Processors Limited
3. New Line Buildtech Private Limited
4. Pee Dee Yarn Processors Limited
5. Patodia Developers Private Limited
6. Srivarsha Realtors Private Limited
Your company has acquired a company in the United States of America in the name PrimeUrban North America INC. as its wholly owned subsidiary w.e.f. July 22 2020 with initialinvestment of USD 9900 for carrying out project management and consultancy services.
Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of theCompanies (Accounts) Rules 2014 a statement containing salient features of the financialstatements of Subsidiaries Associate Companies and Joint Ventures in Form AOC-1 isattached to this Report as "Annexure I". The Audited Financial Statementsof each of the Subsidiary Companies have been placed on the website of the Company-www.ptlonline.com under the Investors Section.
4. MATERIAL SUBSIDIARY
New Line Buildtech Private Limited is Material Subsidiary of the Company as per thethresholds laid down under the SEBI LODR. The Board of Directors of the Company hasapproved a Policy for determining Material Subsidiaries which is in line with SEBI LODR asamended from time to time. The Policy was revised effective from April 1 2019 in linewith the amendments made to the SEBI LODR. The Policy has been uploaded on the Company'swebsite athttp://www.ptlonline.com/new-investors/policies/Policy-on-Material-Subsidiaries.pdf.
The Board of Directors of your Company has not recommended any Dividend for the yearunder review due to losses.
6. SHARE CAPITAL
The paid up Equity Share Capital of the Company as at March 312020 stood at Rs. 532.87Lakhs. During the year under review the Company has not issued shares or convertiblesecurities or shares with differential voting rights nor has granted any stock options orsweat equity or warrants As on March 312020 none of the Directors of the Company holdinstruments convertible into Equity Shares of the Company.
7. TRANSFER TO RESERVES
In view of losses incurred during the financial year 2019-20 the Board of Directors ofyour Company has decided not to transfer any amount to the Reserves for the year underreview.
8. PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public within the meaning ofSection 73 of the Act read with the Companies (Acceptance of Deposits) Rules 2014 andhence there are no unpaid/unclaimed deposits nor there is any default in repaymentthereof.
9. BOARD MEETINGS Composition and Attendance:
As on March 312020 the composition and attendance of the Board of Directors have beenas under:
|Name of the Director ||Category ||No. of Board Meetings held ||No. of Board Meetings attended by the Director |
|Mr. Purusottamdas Patodia ||Executive Chairman/Promoter ||4 ||3 |
|Mr. Manoj Kumar Patodia ||Executive Vice-Chairman/Promoter ||4 ||4 |
|Mr. Anuj Patodia ||Managing Director/ Promoter ||4 ||2 |
|Mr. N. K. Bafna ||Non-Executive Director/ Independent ||4 ||4 |
|Mr. Banwarilal Singhal ||Non-Executive Director/ Independent ||4 ||3 |
|Mrs. Ryna Zaiwalla Karani ||Non-Executive Director/Independent ||4 ||3 |
The Board of Directors of your Company met 4 (Four) times during the financial year2019-20 on May 22 2019 August 5 2019 November 5 2019 and February 10 2020. The timegap between two consecutive Meetings did not exceed one hundred and twenty days.
10. COMMITTEES OF THE BOARD
The Board of Directors have the following Committees:
I. AUDIT COMMITTEE Composition and Attendance:
As on March 312020 the composition and attendance of the Audit Committee has been asunder:
|Name of the Members ||Chairman/ Member ||Category ||No. of Meeting(s) held ||No. Of Meeting Attended |
|Mr. Banwarilal Singhal ||Chairman ||Non-Executive Director/Independent ||4 ||3 |
|Mr. N. K. Bafna ||Member ||Non-Executive Director/Independent ||4 ||4 |
|Mr. Manoj Kumar Patodia ||Member ||Executive Vice-Chairman/Promoter ||4 ||4 |
During the financial year 2019-20 4 (four) meetings of Audit Committee were held onMay 22 2019 August 5 2019 November 5 2019 and February 10 2020.
II. NOMINATION AND REMUNERATION COMMITTEE
Composition and Attendance:
As on March 312020 the composition of Nomination and Remuneration Committee has beenas under:
|Name of the Members ||Chairman/Member ||Category ||No. of Meeting(s) Held ||No. of Meeting(s) Attended |
|Mr. Banwarilal Singhal ||Chairman ||Non-Executive Director/Independent ||1 ||1 |
|Mr. N. K. Bafna ||Member ||Non-Executive Director/Independent ||1 ||1 |
|Mrs. Ryna Karan ||Member ||Non-Executive Director/Independent ||1 ||1 |
During the financial year 2019-20 1 (one) meeting of Nomination and RemunerationCommittee was held on November 5 2019.
III. STAKEHOLDERS RELATIONSHIP COMMITTEE
Composition and Attendance at Meeting
As on March 312020 the composition and attendance of Stakeholders' RelationshipCommittee has been as under:
|Name of the Members ||Designation ||Category ||No. of Meeting(s) Held ||No. of Meeting(s) Attended |
|Mr. N. K. Bafna ||Chairman ||Non-Executive Director/Independent ||4 ||4 |
|Mr. Banwarilal Singhal ||Member ||Non-Executive Director/Independent ||4 ||3 |
|Mr. Purusottamdas Patodia ||Member ||Executive Chairman/Promoter ||4 ||2 |
|Mr. Manoj Kumar Patodia ||Member ||Executive Vice- Chairman/Promoter ||4 ||4 |
During the financial year 2019-20 4 (four) meetings of Stakeholders' RelationshipCommittee were held on May 22 2019 August 5 2019 November 5 2019 and February 102020.
IV. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
Composition and Attendance:
As on March 312020 the composition of Corporate Social Responsibility Committee hasbeen as under:
a) Mr. Banwarilal Singhal - Chairman
b) Mr. Purusottamdas Patodia - Member
c) Mr. Manoj Kumar Patodia - Member
d) Mr. Anuj Patodia - Member
During the financial year 2019-20 no meeting of Corporate Social ResponsibilityCommittee was held.
V. FINANCE COMMITTEE
Composition and Attendance at Meeting
As on March 312020 the composition of Finance Committee has been as under:
a) Mr. Purusottamdas Patodia - Chairman
b) Mr. Manoj Kumar Patodia - Member
c) Mr. Anuj Patodia - Member
During the financial year 2019-20 2 (two) meetings of Finance Committee was held onOctober 13 2019 and January 30 2020.
11. IMPACT OF COVID-19 PANDEMIC
The outbreak of COVID-19 pandemic and enforced lockdowns along with necessaryrestrictions on various activities had posed challenges to the businesses of the Companyand its Subsidiaries.
The Company's operations came to a standstill for a period of more than 2 months. Dueto the low volume of business from March end it has affected the collection and liquidityrevenue and profitability substantially and the Company faced a financial hit during thefourth quarter of 2019-20.
Covid-19 Pandemic started at the end of the financial year 2019-20 has shocked theentire world which has slowed down the business and has impacted the market in which realestate sector is not exempted. It will take some more time for recovery to bounce backwhich is difficult to predict at the given situation.
12. PARTICULARS OF LOANS GRANTED GUARANTEE PROVIDED AND INVESTMENTS MADE PURSUANT TOTHE PROVISIONS 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) and 4(g) underNotes to the financial statements of standalone financial statements.
13. PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION EXPENDITURE ON RESEARCHAND DEVELOPMENT & 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.Hence disclosures pertaining to conservation of energy and technology absorption are notapplicable to your Company during the year under review.
The net Foreign Exchange earnings during the year under review is Rs. 4743.82 lakhs.
14. 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 and inaccordance with the provisions of the Act read with the Rules issued thereunder. Therewere no 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.
There are no material related party transactions during the year under review.Accordingly no transactions are being reported in Form AOC-2 in terms of Section 134 ofthe Act read with Rule 8 of the Companies (Accounts) Rules 2014.
The Board of Directors of the Company has approved a Policy on materiality of relatedparty transactions and dealing with related party transactions which is in line with theSEBI LODR as amended from time to time. The Policy has been uploaded on the Company'swebsite at http://www.ptlonline.com/new-investors/policies/Policy-on-Transactions-with-Related-Parties.pdf.
The details of the related party transactions as per IND AS-24 are set out in Note No.21.07 to the Standalone Financial Statements forming part of this report.
15. CORPORATE GOVERNANCE REPORT
Since the paid up capital of the company is less than Rs.10 Crores and the net worth ofthe Company is less than Rs.25 Crores as on the last day of the preceding financial yeari.e. March 312019 the provisions of Regulations 1718192021222324252627 andclauses (b) to (i) of sub-regulation 2 of Regulation 46 and para C D & E of ScheduleV of the Securities and Exchange Board of India (Listing Obligations and DisclosuresRequirements) Regulations 2015 are not applicable to the Company for FY 2019-20 hencecorporate governance report has not been enclosed to directors report.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Act and the Company's Articlesof Association Mr Purusottamdas Patodia Managing Director retires by rotation at theforthcoming Annual General Meeting and being eligible offers himself for re-appointment.The Board recommends his re-appointment for the consideration of the Members of theCompany at the forthcoming Annual General Meeting. Brief profile of Mr. PurusottamdasPatodia has been given in the Notice convening the Annual General Meeting. None of theDirectors are related inter-se to each other save and except Mr. Purusottamdas PatodiaMr. Manoj Kumar Patodia and Mr. Anuj Patodia. Mr. Purusottamdas Patodia is the father ofMr. Manoj Kumar Patodia and Mr. Anuj Patodia.
The Company has received individual declaration from following Independent Director(s)of the Company stating that they meet the criteria of independence as laid down underSection 149(6) of the Act and Regulation 16(1)(b) of the SEBI LODR:
a) Mr. N. K. Bafna
b) Mr. Banwarilal Singhal
c) Mrs. Ryna Zaiwalla Karani
The above mentioned Independent Directors have confirmed that they have complied withthe Code for Independent Directors prescribed in Schedule IV to the Act. The IndependentDirectors have further confirmed that they are not aware of any circumstance or situationwhich exist or may be reasonably anticipated that could impair or impact their ability todischarge their duties with an objective independent judgment and without any externalinfluence and that he/she is independent of the management.
The Company has also received individual affirmation from all the Directors and SeniorManagement personnel of the Company stating that they have fully complied with provisionsof the Code of Conduct for Board Members and Senior Management Personnel of the Companyduring the financial year ended March 312020.
17. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of sub section (3)(c) and sub section (5) of Section 134of the Act with respect to Directors Responsibility Statement it is hereby confirmedthat:
(a) in the preparation of the annual accounts for the financial year ended March 312020 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 31 2020 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 March31 2020 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.
18. AUDITORS AND AUDITOR'S REPORT
M/s. L.U. Krishnan & Associates Chartered Accountants (Firm Registration No.001527S) were appointed as Statutory Auditors of the Company for a period of five yearscommencing from the conclusion of 80th Annual General Meeting till the conclusion of 85thAnnual General Meeting of the Company.
The Auditors Report for the financial year ended March 312020 does not contain anyqualification reservation or adverse remark during the year under review. No instances offraud have been reported by the Statutory Auditors of the Company under Section 143(12) ofthe Act.
19. 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 2019-20 was conducted by M/s. S. K. Jain & Co CompanySecretaries.
The Secretarial Audit Report for the financial year ended March 312020 is annexed tothis Report as "Annexure II".
20. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS
The Company is not required to maintain the Cost Records as specified under Section148(1) of the Companies Act 2013.
21. RISK MANAGEMENT POLICY
Pursuant to the requirement of Section 134(3)(n) of the Act the Company has in place astructured risk management policy. Your Company believes that managing risks helps inmaximising returns. The Risk management process is designed to safeguard the organisationfrom various risks through adequate and timely actions. It is designed to anticipateevaluate and mitigate risks in order to minimize its impact on the business.
22. VIGIL MECHANISM/WHISTLE BLOWER POLICY
In compliance with the provisions of Section 177 of the Act and Regulation 22 of theSEBI LODR the Company has adopted a Whistle Blower Policy as part of vigil mechanism toprovide appropriate avenues to the Directors and employees to report to the managementconcerns about unethical behaviour actual or suspected fraud or violation of the code ofconduct or policy/ies of the Company as adopted/framed from time to time. The details ofsaid vigil mechanism are given in Corporate Governance Report which forms part of thisAnnual Report. The Whistle Blower Policy is available website of the Company athttp://www.ptlonline.com/new-investors/policies/Whistle-blower-Policy.pdf. (14
23. NOMINATION REMUNERATION AND BOARD DIVERSITY POLICY
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The Policy broadly lays down the guiding principles philosophy and the basis for paymentof remuneration to Executive and Non-executive Directors (by way of sitting fees andcommission) Key Managerial Personnel Senior Management and other employees. The policyalso provides the criteria for determining qualifications positive attributes andIndependence of Director and criteria for appointment of Key Managerial Personnel / SeniorManagement and performance evaluation which are considered by the Nomination andRemuneration Committee and the Board of Directors while making selection of thecandidates. The above policy has been posted on the website of the Company athttp://www.pt- lonline.com/newinvestors/policies/nominationandremunerationPolicy.pdf.
24. CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted a Corporate Social Responsibility Committee ("CSRCommittee") in accordance with the provisions of Section 135 of the Act. TheBoard of Directors of the Company has based on the recommendations made by the CSRCommittee formulated and approved Corporate Social Responsibility Policy for the Company.The same is available on the website of the Company athttp://www.ptlonline.com/new-investors/poli- cies/Corporate-Social-ResponsibilityPolicy.pdf
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 "AnnexureIII".
25. 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 is provided under "Annexure IV"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.
A statement comprising the names of top 10 employees in terms of remuneration drawn isnot being sent along with this annual report to the Members of the Company in line withthe provisions of Section 136 of the Act. Members who are interested in obtaining theseparticulars may write to the Company Secretary at the Registered Office of the Company.The aforesaid Annexure is also available for inspection by Members at the RegisteredOffice of the Company 21 days before and up to the date of the ensuing Annual GeneralMeeting during the business hours on working days.
26. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
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. The Audit Committee of the Board of Directors actively reviews theadequacy and effectiveness of the internal control systems and suggests improvements tostrengthen the same.
A regular audit and review processes ensure that the controls are reinforced on anongoing basis. Such controls have been assessed during the year taking into considerationthe essential components of internal financial controls. Based on the assessment carriedout by the Company the internal financial controls were adequate and effective and noreportable material weakness or significant deficiencies in the design or operation ofinternal financial controls were observed during the year ended March 312020.
27. UNCLAIMED AND UNPAID DIVIDENDS
As on March 31 2020 amounts of Rs. 390445/- and Rs. 394991/- 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.
28. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There have been no material changes and commitments which affect the financialposition of the Company which have occurred between the end of the financial year to whichthe financial statements relate and the date of this Report.
29. BOARD EVALUATION
Pursuant to the provisions of Sections 134(3)(p) 149(8) Schedule IV of the Act readwith Regulation 17(10) of SEBI LODR and in accordance with the policy for PerformanceEvaluation of the Individual directors Board and its Committees which includes criteriafor performance evaluation a structured questionnaire was prepared after taking intoconsideration the various aspects of the Board's functioning composition of the Board andits Committees effectiveness of Board / Committee processes information provided to theBoard etc. On the basis of the said questionnaire the Directors have carried out theannual performance evaluation of the Board Independent Directors Executive DirectorsCommittees and the Chairman of the Board. The Board expressed their satisfaction with theevaluation process.
30. DISCLOSURE PERTAINING TO THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has complied with the provision relating to the constitution of InternalComplaints Committee under Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013. During the year under review no cases werereceived/filed pursuant to the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
31. EXTRACT OF ANNUAL RETURN
In terms of provisions of Section 92(3) of the Act an extract of the Annual Return inForm MGT-9 is hosted on the Company's website viz. www.ptlonline.com.
32. OTHER DISCLOSURES
1) The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.
2) There are no significant/material orders passed by the regulators/courts/tribunals /Statutory and quasi-judicial body during the year under review which would impact thegoing concern status of your Company and its future operations.
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 |
|Place : Mumbai ||Purusottamdas Patodia |
|Date : September 3 2020 ||Chairman and Managing Director |