Industrial & Prudential Investment Company Ltd Directors Report.

To

The Shareholders,

Your directors have pleasure in submitting the ANNUAL REPORT relating to the affairs of the Company together with Audited Financial Statements of the Company for the year ended March 31, 2019.

FINANCIAL RESULTS र in lakhs

Particulars Year ended 31.03.2019 Year ended 31.03.2018
Income 1056.39 920.52
Expenditure
(a) Expenses 48.16 51.41
(b) Provision for Corporate Social Responsibility 15.25 13.25
Profit before taxation 992.98 855.86
Provision for taxation
Current tax
For the year 46.00 40.00
Relating to earlier years - (7.92)
Total Tax - 32.08
Net Profit after taxation 946.98 823.78
Earnings per equity share (in ) Basic and diluted 54.26 47.20
Dividend (Payable, if approved by members) 436.33 436.33
Tax on Proposed Dividend 89.69 88.83
Special Reserve (in terms of Section 45-IC of RBI Act, 1934) 189.40 164.76

DIVIDEND

Board of Directors recommend dividend of Rs. 25 per share on 17,45,340 shares, which is the same as per the last year.

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.

SUBSIDIARY AND ASSOCIATE COMPANY

New Holding and Trading Company Ltd. is a wholly owned subsidiary of the Company. The Company holds 20.53% of share capital of KSB Pumps Limited, therefore, it is an Associate Company in terms of section 2(6) of the Act.

DIRECTORS

The Company has the following directors as at 31st March, 2019

Name of the Director DIN Status Date of Appointment
1 Mr. G Swarup 00374298 Chairman and Managing Director 17.04.1990
2 Mr. Varun Swarup 02435858 Non - Executive 07.11.2017
3 Ms. Devina Swarup 06831620 Non-Executive WD 07.11.2017
4 Mr. Anish K Modi 00031232 Non -Executive IND 24.09.2014
5 Mr. Probir Roy 00033045 Non -Executive IND 07.11.2017
6 Mr. Debanjan Mandal 00469622 Non -Executive IND 07.11.2017

A. Directors retiring by rotation

Ms. Devina Swarup, woman director retires by rotation at the ensuing Annual General Meeting. She being eligible, offers herself for re-appointment.

B. Change in Directors:

There has been no change in the composition in the Board of Directors.

C. Re-appointment of Independent Director

Mr. A. K. Modi, (DIN 00031232) was appointed as an Independent Director for a period of five years from 24th September, 2014 up to 23rd September, 2019. Mr. Modi is eligible for re-appointment as an Independent Director for a second term of five years. Based on the recommendation of Nomination and Remuneration Committee the Board of Directors also recommends re-appointment of Mr. Modi as an Independent Director for the second consecutive term.

Re-appointment of Mr. Modi is proposed at the ensuing annual general meeting and the members are requested to pass the special resolution for the same.

D. Continuation of appointment of Independent Director

Mr. Probir Roy (DIN 00033045) was appointed on the 15th December, 2017 through postal ballot as an Independent Directors for a period of five years from the 7th November 2017. Mr. Probir Roy has attained 75 years of age on the 19th April, 2019. In compliance with the LODR a special resolution for the continuation of appointment Mr. Probir Roy (DIN 00033045) beyond 75 years as an Independent Director for the residual period of his appointment, i. e., till the 6th November, 2022 was passed by means of a postal ballot on 23rd March, 2019.

KEY MANAGERIAL PERSONNEL

The Board of Directors has the following Key Managerial Personnel (KMP) as at 31st March, 2019 a. Mr. Gaurav Swarup, Managing Director. b. Mr. A. K. Singhania, Chief Financial Officer. c. Mr. Ayan Datta, Company Secretary and Compliance Officer.

Mr. Gaurav Swarup and Mr. A. K. Singhania are also KMP of the PCTL (holding Company). Therefore, their appointments are covered by section 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.

Particulars Annexure
1. Corporate Governance Report with requisite certificate from the Practising Company Secretary (PCS) A
2. Management Discussion and Analysis Report B
3. Financial Summary / Highlights C
4. Disclosure on related party as per LODR D
5. Secretarial Audit Report E
6. Annual Secretarial Compliance Report under LODR F
7. A Statement containing salient features of the financial statement of New Holding and Trading Co. Ltd. (wholly owned subsidiary) and KSB Pumps Limited (Associate Company) in Form AOC 1 G
8. Extract of Annual Report in Form MGT 9 H
9. Corporate Social Responsibility report I
10. Consolidated Financial Statement J

NUMBER OF MEETINGS OF THE BOARD

During the financial year under review the Board of Directors met 4 (four) times. The details are given in the Corporate Governance Report (Annexure A).

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, 2019 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, 2013 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.

COMPLIANCE OF SECRETARIAL STANDARD

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

AUDIT COMMITTEE

Members of the Audit Committee are

a. Mr. Probir Roy - IND

b. Mr. A K Modi - IND

c. Mr. Debanjan Mandal - IND

d. Ms. Devina Swarup - NED

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). All suggestions of the Audit Committee have been accepted by the Board.

A STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

Mr. Probir Roy, Mr. Debanjan Mandal and Mr. A K 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.

POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND CRITERIA OF INDEPENDENCE OF DIRECTORS

Nomination and Remuneration Committee recommends to the Board appointment of a director.

With regard to remuneration, except Mr. G 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, for a period of five years upto 31st March 2019. At the ensuing Annual General Meeting it is proposed to continue payment of remuneration for further period of five years. Member are requested to approve the same.

SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Act, the Board of Directors has appointed Mayur Mehta, PCS as secretarial auditor. Secretarial Audit Report received from Mayur Mehta is enclosed (Annexure D).

Annual Secretarial Compliance Report

In accordance with the regulation 24A of the LODR read with SEBI circular No CIR/CFD/CMD1/27/2019 dated 8th February, 2019, (which has come in to force from 1st April, 2019) Annual Secretarial Compliance Report given by Mr. Mayur Mehta, Practising Company Secretary is annexed to this annual report. The Company does not have any material subsidiary. As per the said Circular the Report will be submitted to the BSE Ltd within 60 days of the end of the financial year. Refer Annexure E.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Companys 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 2.7 and 2.10 of the attached financial statement gives details of the same.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There is 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 the Form AOC 2.

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.

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

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, economic conditions in the country and movement in the stock markets. The investment portfolio is periodically reviewed by the Board of Directors / Commitee of Directors and cautious approach is a key note of the policy to mitigate risks.

AMALGAMATION OF NEW HOLDING & TRADING CO. LTD.

At the previous annual general meeting held on the 3rd August, 2018, the members, subject to various approvals have approved a scheme of amalgamation of New Holding & Trading Co. Ltd., its Wholly Owned Subsidiary (WOS) under section 233 of the Act. The approvals from the Reserve Bank of India and the Regional Director (Easter Region), Ministry of Corporate Affairs are awaited.

CORPORATE SOCIAL RESPONSIBILITY

Based on the recommendation of Corporate Social Responsibility Committee, the Board of Directors has adopted CSR Policy. It is available on the Website of the Company.

The Company has undertaken two projects as CSR activities which concentrate on the education.

a. A project of Vivekananda Vidyavikash Parishad, an arm of Vidya Bharati, for construction of new school building of "Saraswati Shishu Mandir"- in Gopalpur, West Bengal. The total project cost was Rs. 25.25 lakhs and the Company has contributed fully. The project has been completed successfully in the current year.

b. A project of Vivekananda Vidyavikash Parishad, an arm of Vidya Bharati for constructing a new school building in Kedarpur, South 24 Parganas, West Bengal, named as Saraswati Shishu Mandir. The project cost is Rs. 28.75 lakhs. The Company has already contributed Rs. 10.00 lakhs towards the project in the financial year 2018-19. The Balance amount will be contributed as and when required as per the schedule.

As per the budget recommended by CSR Committee and approved by the Board of Directors, the Company has made provision of Rs.15.25 lakhs for the financial year ended 31.03.2019.

The total unspent amount is as at the end of the financial year is Rs 15.25. This amount has been earmarked for the second project viz. Saraswati Shishu Mandir, Kedarpur

CHANGE IN BUSINESS

There has been no change in the nature of business of the Company.

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.

SIGNIFICANT MATERIAL ORDERS

No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

INTERNAL FINANCIAL CONTROL

The quality of internal financial procedure and control observed by the management and its officials are commensurate with the size of the operations of the Company.

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. The Managing Director is not paid remuneration (except sitting fees).

The Company has no employee covered under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company has only one male employee.

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 25,989 shares.

The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

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 6,76,056 being unclaimed dividends up to the year 31st March, 2011, has been transferred to the Investor Education & Protection Fund established by the Central Government after the close of the accounting year.

TRANSFER OF SHARES UNDERLYING UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND:

During the previous year the Company had 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 shares will be transferred as when they become due.

The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

AUDITORS REPORT

There are no qualifications or adverse remarks in the Auditors Report.

AUDITORS

In accordance with Section 139 of the said Act read with rules made thereunder, the Company at the annual general meeting held on the 1st August, 2017 appointed Messrs. Lodha & Co., Chartered Accountants (Registration no. 301051E), Kolkata as statutory auditors for a period of five years. The appointment is to be rati_ed by members at every annual general meeting thereafter.

However, the Companies (Amendment) Act, 2017 has dispensed with annual rati_cation.

In accordance with provison of Section 139 of the said Act, the Board of Directors has received consent and certificate of eligibility and compliance of criteria under Section 141 of the said Act from Messrs. Lodha & Co., Chartered Accountants.

Registered Office: On behalf of the Board of Directors Paharpur House,

Gaurav Swarup

8/1/B Diamond Harbour Road

Chairman & Managing Director Kolkata Date: 3rd May, 2019