FOR THE YEAR ENDED 31st MARCH, 2023
The Shareholders,
The Board of Directors have pleasure in submit the report and Audited
Financial Statements of the Company for the year ended March 31, 2023.
FINANCIAL RESULTS
(Rs. in thousand)
| Particulars |
Year ended 31.03.2023 |
Year ended 31.03.2022 |
| Income |
16,70,40 |
13,30,53 |
| Total Expenses |
1,06,28 |
62,36 |
| Profit before taxation |
15,64,12 |
12,68,17 |
| Tax Expense |
92,93 |
1,62,90 |
| Net Profit after taxation |
14,71,19 |
11,05,27 |
| Other Comprehensive Income net of taxes |
(33,57,97) |
71,92,66 |
| Total Comprehensive Income |
(18,86,78) |
82,97,93 |
| Earnings per equity share (in Rs.) Basic and diluted |
87.79 |
65.95 |
| Special Reserve (in terms of Section 45-1C of RBI Act, 1934) |
2,94,24 |
2,21,05 |
1. working of the company
In line with the stock market, the Company?s financial performance
has been good. The share price of KSB India Limited, which remains a significant portion
of the Company?s investment portfolio, has improved and touched all time high level.
Other investments made by the company also performed very well in line with the market.
2. DIVIDEND
Board of Directors propose a dividend of Rs. 60 per share (Rs. 50 per
share previous year) on 16,75,840 shares.
3. HOLDING COMPANY
Paharpur Cooling Towers Limited (PCTL) controls the composition of the
Board of Directors of the Company. Consequently, the Company in terms of section 2(87)(i)
read with Explanation (b) of the Companies Act, 2013 (hereinafter referred to as "the
Act"), is the subsidiary of PCTL.
4. SUBSIDIARY AND ASSOCIATE COMPANY
The Company holds 21.55% of share capital of KSB Limited; therefore, it
is an Associate Company in terms of section 2(6) of the Act.
During the year under review, in accordance with the order of NCLT,
Kolkata Bench process of merger of New Holding and Trading Company Limited (WOS) was
completed . Thus, New Holding and Trading Company Ltd. ceases to be a subsidiary of the
Company.
5. DIRECTORS
The Company has the following directors as at 31st March,
2023
| Sr No |
Name of the Director |
DIN |
Status |
Date of original Appointment |
| 1 |
Mr. Gaurav Swarup |
00374298 |
Chairman and Managing Director |
17.04.1990 |
| 2 |
Mr. Varun Swarup |
02435858 |
Director (Non-Executive) |
07.11.2017 |
| 3 |
Ms. Devina Swarup |
06831620 |
Women Director (Non-Executive) |
07.11.2017 |
| 4 |
Mr. Anish K Modi |
00031232 |
Independent Director |
24.09.2014 |
| 5 |
Mr. Probir Roy |
00033045 |
Independent Director |
07.11.2017 |
| 6 |
Mr. Debanjan Mandal |
00469622 |
Independent Director |
07.11.2017 |
Independent directors are appointed for a period of five years.
A. Directors retiring by rotation
Mr. Varun Swarup (DIN: 02435858), a director retires by rotation at the
ensuing Annual General Meeting. He being eligible, offers himself for re-appointment.
B. Change in Directors:
There has been no change in the composition in the Board of Directors.
At the Annual General Meeting held on 5th August, 2022
a. Mr. Probir Roy (DIN 00033045) was re-appointed as an Independent
Director for a second term of five years - from 7th November, 2022 to 6th
November, 2027.
b. Mr. Debanjan Mandal (DIN 00469622) was re-appointed as an
Independent Director for a second term of five years - from 7th November, 2022
to 6th November, 2027.
6. KEY MANAGERIAL PERSONNEL
a. Mr. Gaurav Swarup, Chairman and Managing Director;
b. Mr. Arun Kumar Singhania, Chief Financial Officer; &
c. Ms. Shilpishree, Company Secretary and Compliance Officer (with
effect from 28.03.2023).
Mr. Gaurav Swarup, Mr. Arun Kumar Singhania and Ms. Shilpishree
Choudhary are also KMP?s of the Holding Company - Paharpur Cooling Towers Ltd.
Therefore, their appointments are covered by Sec 203(3) of the Act.
In compliance with the Act and as per SEBI (Listing Obligation and
Disclosure Requirements) Regulation, 2015 [LODR] the following reports are attached.
| Sr. No. |
Particulars |
Annexure |
| 1. |
Corporate Governance Report along with its compliance
certificate |
A |
| 2. |
Management Discussion and Analysis Report |
B |
| 3. |
Financial Summary / Highlights |
C |
| 5. |
Secretarial Audit Report |
D |
| 6. |
Annual Secretarial Compliance Report |
E |
| 7. |
Form AOC 1 |
F |
| 8. |
Corporate Social Responsibility report in accordance with
Section 135 of the Act read with the Rules |
G |
| 9. |
Certificate of non-disqualification of Directors |
H |
| 10 |
Financial Statements - Standalone Financial Statements |
I |
|
- Consolidated Financial Statements |
J |
7. (i) NUMBER OF MEETINGS OF THE BOARD
During the financial year under review the Board of Directors met 7
(seven) times which are covered in the Corporate Governance Report (Annexure). All
suggestions of the Audit Committee have been accepted by the Board.
(ii) BOARD COMMITTEES
1. Audit Committee
2. Stakeholders? Relationship Committee
3. Nomination and Remuneration Committee
4. Corporate Social Responsibility Committee
5. Share transfer and Investment Committee
8. DIRECTORS? RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) and sub section (5) of the Act, your
Directors confirm that:
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departures, if any.
(b) Appropriate accounting policies have been selected and applied
consistently and that the judgements and estimates made are reasonable and prudent so as
to give a true and fair view of the affairs of the Company for the year ended March 31,
2023 and of the profit for the year under review.
(c) proper and sufficient care have been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, for
safeguarding the assets 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) internal financial controls have been laid down and followed by the
company and such internal financial controls are adequate and operating satisfactorily.
(f) there is proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
9. AUDIT COMMITTEE
Members of the Audit Committee are
a. Mr. Probir Roy
b. Mr. Anish Kishore Modi
c. Mr. Debanjan Mandal
d. Ms. Devina Swarup
The Audit Committee discharges functions as in accordance with the Act
and LODR. Details of the said committee are set out in the Corporate Governance Report
(Annexure A).
10. A STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS
Mr. Probir Roy, Mr. Debanjan Mandal and Mr. Anish Kishore Modi,
Independent Directors have furnished declarations that they meet the criteria of
independence as laid down under section 149(6) of the Companies Act, 2013 and of LODR.
The Board of Directors have expressed opinion on the Independent
Directors in the attached corporate governance report under the heading "(viii)
Confirmations by Independent Directors and Board?s opinion",
11. EVALUATION OF THE BOARD, ITS COMMITTEES AND MEMBERS
As required under the provisions of the Act and the Listing
Regulations, the Board has carried out an annual evaluation of
i. Board?s performance
ii. Committees of the Board
iii. Chairperson of the Board and
iv. Individual Directors.
12. POLICY ON DIRECTORS? APPOINTMENT, REMUNERATION AND CRITERIA OF
INDEPENDENCE OF DIRECTORS
Nomination and Remuneration Committee recommends to the Board
appointment of director.
With regard to remuneration, except Mr. Gaurav Swarup, all the
Directors are non- executive directors. Mr. Swarup does not draw any remuneration (except
sitting fees). Non-executive Directors are paid sitting fee as well as commission based on
the net profits of the Company. The members have approved payment of commission within the
limit laid down in the Act.
The Company has put in place a Policy for Appointment, Remuneration and
Evaluation of Directors and KMP.
13. ANNUAL GENERAL MEETING
In view of the continuing Covid-19 pandemic, the Ministry of Corporate
Affairs ("MCA") has permitted the holding of Annual General Meeting through VC
or OAVM without the physical presence of Members at a common venue. In compliance with the
MCA Circulars the 107th Annual General Meeting is being held through VC/OAVM. The Company
has appointed Link Intime Private Limited (RTA) to provide this facility. Details are
given in the Notice of the 107h Annual General Meeting. Members are requested to read the
instructions in the Notice.
14. ANNUAL RETURN
In view of the amendments to Section 92 and Section 134 of the Act,
draft MGT 7 as at 31st March 2023 is placed on the Website of the Company on
www.industrialprudential.com. The draft MGT 7 will be replaced by the final MGT 7 on the
same website after conclusion of the 107th AGM and after uploading of the same on the MCA
website.
15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company?s principal business is dealing in investments and
securities and it is registered as NBFC with the Reserve Bank of India. In accordance with
section 186(11) details are not required to be given. However, Note no. 8 of the attached
financial statement gives details of the same.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There are no material related party transaction during the year under
review with the promoters, directors, Key Managerial Personnel and their relatives.
Therefore, no details are required to be disclosed in the Form AOC 2.
17. MATERIAL CHANGES AND FINANCIAL COMMITMENTS, IF ANY,
No material changes and financial commitments have occurred between the
end of the financial year of the Company to which the balance sheet relates and the date
of this Report.
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGOINGS
There are no particulars to be disclosed with regard to conservation of
energy, technology absorption and foreign exchange earnings and outgoings
19. RISK MANAGEMENT
The principal business of the Company is dealing in investments and
securities which are subject to market risks. The Board of Directors/Committee of
Directors take policy decision on deployment of funds of the Company in securities market
based on investment climate and economic conditions in the country and movement in the
stock markets. The investment portfolio is periodically reviewed by the Board of Directors
and cautious approach is a key note of the policy to mitigate risks.
The Company has put in place a Policy for Risk Management and
Monitoring in accordance with the Act and LODR.
20. AMALGAMATION OF NEW HOLDING & TRADING COMPANY LIMITED (WOS)
As mentioned earlier, NCLT Kolkata Bench has approved by order dated
22.08.2022, merger of New Holding and Trading Co Ltd (WOS) with the Company.
21. CHANGE IN BUSINESS
There has been no change in the nature of business of the Company.
22. DEPOSITS
The Company had no deposits at the beginning of the Financial Year. It
has not accepted any deposits from its members/ directors. The Company does not have any
outstanding deposits at the end of the Financial Year.
23. SIGNIFICANT MATERIAL ORDERS
Save as above order of NCLT, Kolkata Bench, no significant and material
orders have been passed by the regulators or courts or tribunals impacting the going
concern status and the Company?s operations in future.
24. INTERNAL FINANCIAL CONTROL
The quality of internal financial procedure and control observed by the
management and its officials are commensurate with the size and operations of the Company.
25. DISCLOSURE OF REMUNERATION VIS A VIS EMPLOYEES
No disclosure is required to be made pursuant to Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further
non-executive directors are paid commission related to profits and fees. The Managing
Director is not paid remuneration (except sitting fees).
The Company has no employees covered under Rule 5 (2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
26. UNCLAIMED SECURITIES
Members are requested to note that in accordance with the Regulation
39(4) read with the Schedule VI of LODR, the Company has transferred unclaimed equity
shares to a separate account titled "Industrial Prudential Unclaimed Securities
Suspense Account". Present outstanding is 38,942 shares.
The voting rights on these shares shall remain frozen till the rightful
owner of such shares claims the shares.
27. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION &
PROTECTION FUND
In accordance with Sections 124 and 125 of the Companies Act, 2013
("the Act") and the Rules made thereunder an amount of Rs. 9,74,765 for the
financial year 2014-15, has been transferred during the year to the Investor Education
& Protection Fund established by the Central Government.
28. TRANSFER OF SHARES UNDERLYING UN CLAIMED DIVIDEND TO INVESTOR
EDUCATION & PROTECTION FUND
Till this year under review the Company has transferred pursuant to
Section 124 of the Act, and Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, 3140 shares on which dividend had not been paid
or claimed for seven consecutive years or more to an IEPF Account established by the
Central Government.
Further 2273 shares will be transferred during the current year
2023-24.
The voting rights on these shares shall remain frozen till the rightful
owner of such shares claims the shares.
29 DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION
143(12) OF THE ACT
During the year under review, no frauds were reported by the auditors
to the Audit Committee or the Board under Section 143(12) of the Act, read with Rule 13 of
the Companies (Audit and Auditors) Rules, 2014.
30 DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has put in place a Policy on Prevention of Sexual
Harassment of women at Workplace and an Internal Complaints Committee has been set up to
redress complaints. During the year under review, no complaint was received during the
financial year under review.
31 VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a vigil mechanism to provide avenues to the
stakeholders to bring to the attention of the management, the concerns about behavior of
employees that raise concerns including fraud by using the mechanism provided in the
Whistle Blower Policy. The details of the said policy are included in the report on
Corporate Governance.
32 DISCLOSURE OF POLICIES & CODES OF THE COMPANY
The Company has adopted the following policies which are available on
the website of the Company
| Sr. no. |
Policy / Code |
| 1 |
Policy for preservation of documents |
| 2 |
Policy for determining material subsidiary |
| 3 |
Materiality of related party transactions and on dealing with
related party transactions |
| 4 |
Policy for determination of materiality of events and
information |
| 5 |
Archival Policy |
| 6 |
Details of familiarization programmes imparted to independent
directors |
| 7 |
Code of conduct for its board of directors and senior
management personnel |
| 8 |
Vigil Mechanism/ Whistle Blower policy |
| 9 |
Policy relating to remuneration of the directors, key
managerial personnel and other employees, Policy on diversity of board of directors |
| 10 |
Policy on Prevention of Sexual Harassment |
| 11 |
Code of Conduct to regulate, monitor and report trading by
their designated persons |
| 12 |
Code of Practices and Procedures for Fair Disclosure |
| 13 |
Policy on Risk Management and Monitoring |
33 STATUTORY AUDITOR
In accordance with Section 139 (1) and (2) of the Act, M/s S Jaykishan
as the Statutory Auditors have been appointed for five years, to audit the accounts for
the Financial Years 2022-23 to 2026-27 at the annual general meeting held on 05.08.2022.
In accordance with provision of Section 139 of the Act, the Board of
Directors has received consent and certificates of eligibility and compliance of criteria
under Section 141 of the Act from M/s. S Jaykishan, Chartered Accountants
34 STATUTORY AUDITORS? REPORT
There is no qualification or adverse remark in the Statutory
Auditors? Report.
35 SECRETARIAL AUDITOR
Pursuant to Section 204 of the Act, the Board of Directors have
appointed Mr. Mayur Mehta, Practicing Company Secretary, as secretarial auditor.
Secretarial Audit Report received from Mr. Mayur Mehta, Practicing Company Secretary is
enclosed (Annexure D). The Secretarial Audit Report does not contain any qualification or
adverse remark.
36 ANNUAL SECRETARIAL COMPLIANCE REPORT
In accordance with the regulation 24A of the LODR Annual Secretarial
Compliance Report given by Mr. Mayur Mehta, Practicing Company Secretary is annexed to
this Annual Report. The Company does not have any subsidiary.
37 COMPLIANCE OF SECRETARIAL STANDARDS
The Board of Directors has devised proper systems commensurate with the
size and operations to ensure compliance with the provisions of all applicable Secretarial
Standards and that such systems are adequate and operating adequately
38 CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per recent amendments in the CSR rules, the Company had an amount of
Rs. 8,46,000 available for set off against statutory CSR amount of financial year 2021-22.
Out of this, the financial year 2021-22 liability of Rs 1,55,000 was adjusted. A balance
of Rs. 6,91,000 is available for set off for the Financial year 202223. The liability for
the year under review is Rs. 72,000. This amount has been set off from the opening balance
of Rs. 6,91,000. Further, any excess amount left for set off after the completion of three
financial years starting from 2021-22,2022-23 and 2023-24 i.e, 31st March 2024,
will lapse.
Annual Report on Corporate Social Responsibility in accordance with
Section 135 of the Act read with the Rules is attached to this report.
CSR policy is placed on the website of the Company
www.industrialprudential.com
|
On behalf of the Board of Directors |
|
Gaurav Swarup Chairman & Managing Director |
| Registered Office: Paharpur House 8/1/B Diamond Harbour Road
Kolkata 700027 Date: 18.05.2023 |
|
+91-9892691696
