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, 2018.

FINANCIAL RESULTS

Rs in lakhs

Particulars

Year ended 31.03.2018

Year ended 31.03.2017

Amount - Rs

Amount - Rs

Income

920.52

814.13

Expenditure
(a) Expenses

51.41

76.73

(b) Provision for Corporate Social Responsibility

13.25

11.00

Profit before taxation

855.86

726.40

Provision for taxation
Current tax
For the year

40.00

31.00

Relating to earlier years

(7.92)

-

Total Tax

32.08

31.00

Net Profit after taxation

823.78

695.40

Dividend (Payable, if approved by members)

436.34

436.34

Tax on Proposed Dividend

88.83

88.83

Special Reserve (in terms of section 45-IC of RBI Act, 1934)

164.76

139.10

DIVIDEND

Board of Directors recommend dividend of Rs 25 per share on 17,45,340 shares, which is 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, 2018

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

15.12.2017

6 Mr. Debanjan Mandal

00469622

Non -Executive IND

15.12.2017

Out of the above, three Independent directors are appointed for a period of five years. Mr. Varun Swarup has been appointed to fill casual vacancy caused by resignation of Mr. A V Setalvad who would have retired by rotation at the ensuing Annual General Meeting.

A. Resignation of Directors:

Mr. A. V. Setalvad (DIN 00056124), Mr. A. R. Broacha (DIN 00056291) and Ms. Binaisha Sundaram (DIN 06637130) have resigned during the year. The Board places on record its appreciation of their services rendered by these Directors to the Company during their tenure.

B. Appointment of Non-Executive Directors:

Mr. Varun Swarup (DIN 02435858) has been appointed on 7th November, 2017 to fill the casual vacancy caused by the resignation of Mr. A. V. Setalvad.

Ms. Devina Swarup (DIN 06831620) (Women Director) has been appointed on 7th November, 2017 as an Additional Director.

C. Appointment of Independent Directors

Mr. Probir Roy (DIN 00033045) and Mr. Debanjan Mandal (DIN 00469622) were appointed as Additional Directors on 7th November, 2017. By the process of Postal Ballot, both the Directors were appointed on the 15th December, 2017 as Independent Directors for a period of five years from 7th November 2017.

D. Confirmation of appointment Non-Executive Directors

As mentioned above, Mr. Varun Swarup (DIN 02435858) was appointed as a director, to fill the casual vacancy caused by the resignation of Mr. A V Setalvad (DIN 00056124). In accordance with the proviso to Section 161(4) of the Companies Act 2013, Mr. Swarup holds office up to the ensuing Annual General Meeting, the date up to which Mr. Setalvad would have held it he had not resigned. A notice has been received from the holding company in accordance with Section 160 of the Act in respect of appointment of Mr. Swarup. The members are requested to approve his appointment at the ensuing Annual General Meeting.

As mentioned above, Ms. Devina Swarup (DIN 06831620) (WD) was appointed as an Additional Director. Ms. Devina Swarup holds office up to the ensuing Annual General Meeting in accordance with Section 161 of the Companies Act 2013. A notice has been received from the holding company in accordance with Section 160 of the Act in respect of appointment of Ms. Devina Swarup. The members are requested to approve her appointment at the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL

The Company has the following Key Managerial Personnel (KMP) as at 31st March, 2018 a. Mr. Gaurav Swarup, Managing Director. b. Mr. A. K. Singhania, Chief Financial Officer. c. Mr. Ayan Datta, Company Secretary and Compliance Officer from 2nd August 2017.

During the year Mr. Hirak Ghosh (also KMP of holding company) resigned as a Company Secretary and Compliance Officer from 1st August, 2017.

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. Secretarial Audit Report

D

5. 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

E

6. Extract of Annual Report in Form MGT 9

F

7. Disclosure on related party as per LODR

G

Corporate Social Responsibility report in accordance with Section 135 of the Act read with the Rules 8.

H

9. Consolidated Financial Statement

I

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

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, 2018 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 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.

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.

AUDIT COMMITTEE

During the year the Audit Committee was reconstituted on 7th November, 2017 as a result of resignation of Mr. A.R. Broacha, Mr. A. V. Setalvad and Ms. Binaisha Sundaram. In their place, Mr. Probir Roy, Mr. Debanjan Mandal and Ms. Devina Swarup were appointed. Details of the said committee are set out in the Corporate Governance Report (Annexure A).

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 for appointment of 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.

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).

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 are no material related party transactions 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 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.

AMENDMENT OF THE ARTICLES OF ASSOCIATION

The Articles of Association were originally framed as per the Indian Companies Act, 1913 and they were suitably modified upon enactment of the Companies Act, 1956. The existing set of Articles of Association excludes Table A. With the enactment of the Companies Act, 2013 the existing Articles of Association require substantial changes. Table A of the Companies Act, 1956 has been replaced by Table F of Schedule I. The Board of Directors is of the opinion that the existing Articles of Association be brought in line with the current Act.

The members are requested to approve the proposed new set of Articles of Association in place of the present Articles of Association of the Company.

AMALGAMATION OF NEW HOLDING & TRADING CO. LTD. (WOS)

The Board of Directors has approved on 27th April, 2018, subject to various approvals, a scheme of amalgamation of New Holding & Trading Co. Ltd., its Wholly Owned Subsidiary under Section 233 of the Act. The Board is of the opinion that the proposed scheme of amalgamation is in the interest of the Company. The members are requested to approve the same.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors reconstituted the Corporate Social Responsibility (CSR) Committee with effect from 7th November 2017, following the resignation of Mr. A. V. Setalvad and Mr. A.R. Broacha. Present members of the Committee are Mr. Gaurav Swarup, Mr. Probir Roy and Ms. Devina Swarup.

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

As per the budget recommended by CSR Committee and approved by the Board of Directors, the Company has made provision of Rs 13.25 lakhs for the financial year ended 31.03.2018. The total cumulative unspent amount is Rs 35.50 lakhs. As recommended by the CSR Committee, the Company has undertaken 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 amount to be contributed for the project is Rs. 25.25 lakhs. The Company has already paid Rs. 10 lakhs. The balance will be paid in stages.

The CSR Committee is actively working for new projects which would take care of any unspent amount provided.

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 o_cials are commensurate with the size and 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 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.

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 26109 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

During the year, in accordance with Sections 124 and 125 of the and the Rules made thereunder, an amount of Rs. 2,92,032/- being unclaimed dividends up to the year 31st March, 2010, was transferred to the Investor Education & Protection Fund established by the Central Government.

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

During the year 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.

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 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.

In view of the above, it is proposed to ratify appointment of Messrs. Lodha & Co., Chartered Accountants (Registration no. 301051E), Kolkata Statutory Auditors in accordance with the first proviso to section 139(1) of the Act, read with the Companies (Audit and Auditors) Rules, 2014 and to fix their remuneration for the financial year ending 31st March, 2019.

In accordance with provisos 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.

Members are requested to ratify the appointment of M/s. Lodha & Co. as Statutory Auditors at the ensuing Annual General Meeting.

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: 27th April, 2018