3P Land Holdings Ltd Directors Report.

To the Members,

The Directors have pleasure in presenting before you the 55th Annual Report of the Company together with the Audited Financial Statements of Accounts for the year ended 31st March, 2020.

The accounts are prepared in accordance with the Companies (Indian Accounting Standards) Rule, 2015 (IND As) prescribed under Section 133 of the Companies Act, 2013.

FINANCIAL RESULTS

( In Lakhs) ( In Lakhs)
2019-2020 2018-2019
The gross profit /(loss) before interest and Depreciation 500.73 101.00
Adjusting therefrom Finance cost of 13.58 135.30
and Depreciation of 14.12 15.80
The net profit /( Loss) 473.03 (50.10)
The balance of Profit brought forward from last year 962.56 1208.55
Total 1435.59 1158.45
Less: Provision for Current Taxation of 117.00 --
Provision/(saving) for Deferred Tax expense of (87.00) (30.00)
Amortization of Goodwill 222.27
Loss of amalgamated subsidiary companies for 2017-18 3.62
Transfer from fair value of current investment on
derecognition of investment 291.98 --
Totalling to 261.98 195.89
There remains a balance of 1697.57 962.56

Which the Directors propose carry-forward to next years accounts

OPERATIONS:

The Company, as stated above, has earned a net Profit Before Tax after 3 years of recurring losses. The profits are primarily due to sale of Transferable Development Rights (TDRs) received by the Company during the year in respect of about 3030 sq. mtr. of land acquired by the local authorities in earlier years for road widening purposes, as also due to liquidation of certain investments in AMJ Land Holdings Limited (AMJLHL) and Pudumjee Paper Products Limited (PPPL) sale proceeds of which have been deployed in interest bearing loans as also zero percent non-cumulative redeemable preference shares of Pudumjee Plant Laboratories Ltd (PPLL).

The Company is classified as a Core Investment Company in compliance with Core Investment Companies (Reserve Bank) Directions 2016 and is carrying out lending its investment activity within the Group Companies, in addition to its business of Real Estate. The land held by the Company at Pune is occupied by Pudumjee Paper Products Limited in terms of Leave & License Agreement executed with them pursuant to the order of the Bombay High Court which agreement is proposed to be renewed for a further period of 5 years with effect from 1st February, 2021 on an enhanced compensation. The Company is also formulating plans to exploit the land, which it holds at Narsinghpur in Madhya Pradesh. These plans may face some delay in view of ongoing Covid pandemic prevailing in the country. The Company would be further liquidating its remaining shares in PPPL as sanctioned by the members in their last meeting held on 22nd July, 2019, in due course.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF SUBSIDIARY, ASSOCIATES AND

JOINT VENTURES 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.

AUDITORS:

STATUTORY AUDITORS:

M/s. J. M. Agrawal & Co., Chartered Accounts, have been appointed as Statutory Auditors of the Company at the 52nd Annual General Meeting to hold office up to the conclusion of 57th Annual General Meeting. M/s. J. M. Agrawal & Co., have given their consent to act as the Auditors of the Company till conclusion of 57th Annual General Meeting. The Company has received a Certificate from M/s. J. M. Agrawal & Co., that their appointment, would be within the prescribed limits under section 141 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified for appointment. The Shareholders will be required to ratify the appointment of the auditors and fix their remuneration at the ensuing Annual General Meeting. There is no adverse remark or qualification in the Statutory Auditors 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 2019-20.

The Secretarial Auditors Report for the Financial Year 2019-20 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 five directors out of which three 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.

Ms. Vasudha Jatia, Non Executive Director, retires by rotation at the ensuing Annual General Meeting, and being eligible, offer herself for re-appointment.

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 2019-20.

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. 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 an Policy on materiality of and dealing with Related Party Transactions and the same has been uploaded on the website of the Company at www.pudumjeeindustries.com.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return of the Company in form MGT-9 is annexed to this report as Annexure-V. The extract of the Annual Return of the Company can also be accessed on the Companys website at www.pudumjeeindustries.com.

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-VI

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.

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 Board Meetings 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

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.pudumjeeindustries.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 and Action Taken Report on the same are considered by Audit Committee at their meetings.

ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD OF DIRECTOR(S):

A separate meeting of the Independent Directors of the Company was held on 18th January, 2020, in which a 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, 2017, 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 given to the Directors.

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 of the Company www.pudumjeeindustries.com.

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.pudumjeeindustries.com.

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.

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 not applicable to the Company, 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 website www.pudumjeeindustries.com.

SIGNIFICANT AND MATERIAL ORDERS:

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companys 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 have 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 have prepared the annual accounts on a going concern basis; and

(e) the directors, have 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 have 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: Pune G. N. Jajodia
Date : 22nd June, 2020 Chairman