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 |
+91-9892691696
