3P Land Hold. Director Discussions


To the Members,

The Directors have pleasure in presenting before you the 58th Annual Report of the Company together with the Audited Financial Statements of Accounts for the year ended 31st March, 2023.

FINANCIAL RESULTS

(Rs In Lakhs) (Rs In Lakhs)
2022-2023 2021-2022
The gross profit /(loss) before interest and Depreciation 214.04 178.47
Adjusting therefrom Depreciation of 9.54 9.54
The net profit /( Loss) 204.50 168.93
The balance of Profit brought forward from last year 1888.35 1761.44
Total 2092.85 1930.37
Less: Provision for Current Taxation of 52.22 43.10
Provision/(saving) for Deferred Tax expense of (124) (108)
Transfer to General Reserve - -
Totalling to 50.98 42.02
Which the Directors propose carry-forward to next years accounts 2041.87 1888.35

OPERATIONS - STATE OF COMPANYS AFFAERS:

The Company having been classified as a Core Investment Company under the Core Investment Companies (Reserve Bank) Directions 2016, is permitted to lend and make investments within the Group Companies only and accordingly has earned its income primarily from these sources where the Company has lent as also made investment in equity instruments.

Besides, the Company also earns lease rentals from its real estate leased out to the Group Company. The revenue and profit before tax has shown an improvement of 17% and 21% respectively, over the previous year.

The Company has currently been evaluating development of its vacant land of about 16 acres at village Kareli near Narsighpur in Madhya Pradesh and has commenced initial assessment of local conditions for determining appropriate type of development to match the marketability in that area.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF SUBSIDIARY, ASSOCIATES AND JOINT

VENTURE COMPANIES:

Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, the information on performance and financial position of the associate company as included in consolidated financial statement is provided as Annexure- I. There is no subsidiary to the Company.

Statement containing salient features of the financial statements of Subsidiaries/Associate Companies/Joint Ventures in form AOC-1 is attached.

STATUTORY AUDITORS:

M/s. J. M. Agrawal & Co., Chartered Accounts, have been re-appointed as Statutory Auditors of the Company at the 57th Annual General Meeting to hold office up to the conclusion of 62nd Annual General Meeting. The remuneration of Auditors is already fixed for three years at 60,000/- per year.

M/s. J. M. Agarwal & Company, Chartered Accountants, have confirmed that, their appointment, would be within the limits specified under Section 143 (3)(g) of the Companies Act, 2013. They have further confirmed that they are not disqualified to be appointed as Statutory Auditors in terms of the provisions of the proviso to Section 139(1) and Section 141(3) of the Companies Act, 2013 and the provisions of the Companies (Audit and Auditors) Rules, 2014.

There is no adverse remark or qualification in the Statutory Auditor?s Report annexed elsewhere in this Annual Report. The Auditors have reported that there is no fraud on or by the Company noticed or reported during the year.

SECRETARIAL AUDITORS:

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, M/s. Parikh & Associates, Practicing Company Secretaries were appointed to conduct the secretarial audit of the Company for Financial Year 2022-2023.

The Secretarial Auditors Report for the Financial Year 2022-2023 is annexed to this report as Annexure-II. The report does not contain any qualification, reservation or adverse remark.

The Company has complied with the applicable Secretarial Standards during the year issued by Institute of Company Secretaries of India.

COST AUDITORS:

The Company is not subjected to Cost Audit and hence has not appointed the Cost Auditor.

KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and 203 of the Companies Act, 2013, read with Rules framed thereunder.

Mr. Gautam N. Jajodia- Executive Director

Mr. Jagadish W. Patil-Company Secretary and Chief Financial Officer.

DIRECTORS:

The Company has Board of Directors with total six directors out of which four directors are Non-Executive Independent Directors, one promoter Director and one Executive Director. By virtue of Section 149 of the Companies Act, 2013 and Rules made there under, the Independent Directors are not liable to retire by rotation.

Mr. Gautam Nandkishore Jajodia (DIN:00064611), Executive Director, retires by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment.

Mr. Gautam Nandkishore Jajodia, Whole Time Director (designated as Executive Director) is completing his tenure of five years on 31st August, 2023. The Board of Directors of the Company on recommendation of Nomination and Remuneration Committee has recommended his re-appointment as Whole Time Director (designated as Executive Director) for further period of five years with effect from 01st September, 2023 to

31st August, 2028, and liable to retire by rotation, subject to the approval of shareholders of the Company by Special Resolution.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed in sub-section (6) of Section 149 of the Companies Act, 2013 and also in Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and confirming that they are not debarred from holding the office of Director by virtue of any SEBI order or any other such authority.

FIXED DEPOSITS:

The Company has not accepted any public deposits during the year.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Corporate Social Responsibility (CSR) as per the Companies Act, 2013, are not applicable to the Company for the financial year 2022-2023.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The loans, guarantees given or investments made are within the limits under Section 186 of the Companies Act, 2013 and as approved by shareholders vide special resolution passed at 49th Annual General Meeting of the Company held on 15th September, 2014. A statement on this is annexed under Annexure-III.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The disclosures pursuant to Section 134(3) (h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 for related party transactions is annexed as ‘Annexure-IV

The Company has formulated the Policy on materiality of and dealing with Related Party Transactions and the same has been uploaded on the website of the Company at www.3pland.com/files/policy-on-determination- of-materiality-for-disclosure.pdf.

ANNUAL RETURN:

Pursuant to the provisions of the Companies Act, 2013, copy of Annual Return for the financial year 202122 is available on the website of the company at www.3pland.com/staticpages/files7-MGT-2021-22. Annual Return for the financial year 2022-23 will be available on the website of the company after submission to the Registrar of Companies.

REPORT ON CORPROATE GOVERNANCE:

The Report on Corporate Governance in accordance with the guidelines of the Securities and Exchange Board of India and pursuant to applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure-V

The Secretarial Auditors Certificate in respect of compliance with the provisions concerning Corporate Governance, forms a part of this Annual Report as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis is given in the Corporate Governance Report and forms part of the report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

SIGNIFICANT ORDERS:

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

BOARD MEETINGS:

Four Meetings Board of Directors were held during the year. More details about the meetings are available in the Report on Corporate Governance, which forms part of this Annual Report.

COMMITTEES OF BOARD:

The details regarding Committees of the Board of Directors of the Company are given in the report on Corporate Governance, which forms a part of this Annual Report.

INDEPENDENCE OF THE BOARD:

The Board of Directors of the Company comprises of optimum number of Independent Directors. Based on the confirmations/disclosures received from the Directors and evaluation of the relationship disclosed, the following Non Executive Directors are Independent Directors in terms of Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013.

1. Mr. R. C. Saraf

2. Mr. A. K. Somany

3. Mr. Bhavanisingh Shekhawat.

4. Mr. Romie Shivhari Halan

RISK MANAGEMENT POLICY:

The Board of directors, at its meeting held on 17th May, 2014 adopted Risk Management Policy, containing elements identifying risk to the existence of the company, procedures to inform Board members about the risk assessment and minimization procedures, monitoring the risk management plan, etc. and the same has been uploaded on the website of the Company at www.3pland.com.

INTERNAL CONTROL SYSTEM AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The internal systems of the Company are adequate considering the nature of its business, size and complexity.

The Statutory Auditors as well as the Internal Auditors of the Company review the same on periodical basis and significant observations, if any Nil and Action Taken Report on the same are considered by Audit Committee at their meetings.- Nil

ANNUAL EVALUATION BY THE BOARD:

A separate meeting of the Independent Directors of the Company was held on 21st January, 2023, in which evaluation of performance of the Board and the individual Directors was carried out. The performance evaluation

was conducted based on the criteria specified in the Companies Act, 2013, Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Guidance Note on Board Evaluation issued by SEBI. The performance of the committee was also generally discussed and evaluated. The feedback based on evaluation was discussed with the Chairman of the Board and given to the Directors. The evaluation criteria is available on companys website www.3pland.com

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters is available on the website www.3pland.com/staticpages/files/pil- familiorisation/20programme.pdf.

WHISTLE BLOWER MECHANISM / VIGIL MECHANISM:

The Company has a Whistle Blower Policy/Vigil Mechanism. The said policy has been made keeping in view of the amendments in the Companies Act, 2013 and as per Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for Directors and employees to report their genuine concern. The said policy is available at the companys website www.3pland.com/files/vigilmechanism-whistleBlowerPolicy.pdf

PARTICULARS OF EMPLOYEES:

During the year under review no employee had drawn the remuneration in excess of limits specified in Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended to date. The statement giving required details is given in the annexure 6A and 6B

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

An Internal Complaints Committee (Sexual Harassment Committee) has been constituted, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to deal with the complaints, if any, from the Company and other Companies in the Pudumjee Group.

There was no complaint reported under the prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

EARNINGS AND OUTGO:

As required under the provisions of Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings & outgo are Nil as the Company is not engaged in the manufacturing activity.

During the year under review, no foreign exchange was earned and used.

REMUNERATION POLICY:

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Companys policy on Directors appointment and remuneration by the Nomination and Remuneration Committee and approved by the Board of Directors at its meeting held on 3rd November, 2014. The said policy may be referred to, at the Companys official website www.3pland.com/files/pilremun.pdf.

SIGNIFICANT AND MATERIAL ORDER:

There is no significant and material order passed by the Regulators or Courts or Tribunal impacting the going concern status and the Company?s operations in future.

DIRECTORS? RESPONSIBILITY STATEMENT:

The Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS:

Your Directors wish to express their appreciation of the continued support and co-operation received from all the Stakeholders and Employee of the Company.

On behalf of the Board of Directors,
Place: Mumbai G. N. Jajodia
Date : 13th May, 2023 Chairman