Industrial & Prudential Investment Company Ltd Directors Report

BOARDS REPORT

FOR THE YEAR ENDED 31ST MARCH, 2024

Dear Members,

Industrial And Prudential Investment Company Limited

Registered Address: Paharpur House, 8/1/B Diamond Harbour Road Kolkata-700027.

The Directors present their 108^th Annual Report together with the Audited Financial Statements for the year ended 31^st March, 2024.

FINANCIAL RESULTS

		(Rs. in thousand)
Particulars	Financial Year 2023 - 2024	Financial Year 2022 - 2023
Income	17,30,46	16,70,40
Total Expenses	80,19	1,06,28
Profit before taxation	16,50,27	15,64,12
Tax Expense	76,91	92,93
Net Profit after taxation	15,73,36	14,71,19
Other Comprehensive Income net of taxes	109,44,62	(33,57,97)
Total Comprehensive Income	1,25,17,98	(18,86,78)
Earnings per equity share (in Rs.) Basic and diluted	93.88	87.79
Special Reserve (in terms of Section 45-1C of RBI Act, 1934)	3,14,67	2,94,24

1. WORKING OF THE COMPANY

The Company being an NBFC, deals in the investments. Its financial performance is dependent on that of the stock market. The Company is one of the promoters of KSB Limited, which has performed well during its year ended 31.12.2023. The Company is expected to do better in the future if the current growth in the economy continues. Other investments made by the Company also performed very well in line with the market.

2. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31^st March, 2024 stood at Rs. 1,67,58,400 comprising of 16,75,840 Equity shares of 10 each.

3. DIVIDEND

The Board of Directors is pleased to recommend a dividend of Rs. 90 per share (Rs. 60 per share previous year) on 16,75,840 Equity shares of face value of Rs. 10 each, subject to approval of members at the ensuing Annual General Meeting. Dividend shall be paid subject to deduction of tax at the rates prescribed as per the Income Tax Act, 1961.

4. 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.

5. CONSOLIDATED FINANCIAL STATEMENTS (CFS)

The consolidated audited financial statements for the period under review forms part of the Annual Report. The said statement reflects the Companys share in the operations of associate company namely KSB Limited.

6. SUBSIDIARY AND ASSOCIATE COMPANY

The Company holds 21.55% of share capital of KSB Limited; therefore, it is an Associate Company in terms of section 2(6) of the Act. A statement containing features of financial statement of associate company is annexed to the financial statements in Form ‘AOC-1

7. DIRECTORS

The Company has the following directors as at 31^st March, 2024

Sl. No	Name of the Director	DIN	Status	Original date of appointment
1.	Gaurav Swarup	00374298	Chairman and Managing Director	17.04.1990
2.	Debanjan Mandal	00469622	Independent Director	07.11.2017
3.	Probir Roy	00033045	Independent Director	07.11.2017
4.	Anish Modi*	00031232	Independent Director	24.09.2014
5.	Devina Swarup	06831620	Women Director (Non-Executive)	07.11.2017
6.	Varun Swarup	02435858	Director (Non-Executive)	07.11.2017

Independent directors are appointed for a period of five years.

* Mr. Anish K. Modi (DIN: 00031232) was appointed on 24.09.2014 for a term of 5 years and subsequently for second term of 5 years i.e upto 23-09-2024.

As per regulation 17[1D) of LODR with effect from April 1, 2024, Mr. Varun Swarup and Ms. Devina Swarup, directors liable to retire by rotation are to be appointed once in every five years by shareholders in a general meeting. Both Mr. Varun Swarup and Ms. Devina Swarup, have been re-appointed at the annual general meeting held on 24th August,2023 and 5^th August, 2022 respectively.

A. RETIREMENT BY ROTATION:

Mr. Gaurav Swarup (DIN: 00374298), a director retires by rotation at the ensuing Annual General Meeting. Mr. Swarup being eligible, offers himself for re-appointment.

B. CHANGES IN BOARD OF DIRECTORS:

There has been no change in the composition in the Board of Directors during the year under review.

Mr. Anish K. Modi (DIN: 00031232) was appointed on 24.09.2014 for a term of 5 years and subsequently for second term of 5 years i.e upto 23-09-2024.

As recommended by the Nomination and Remuneration Committee, Mr. Ajay Gaggar (DIN 00210230) was appointed as an Additional director at the Board meeting held on 24.07.2024. To comply with the SEBI regulations Mr. Ajay Gaggar is to be appointed as an Independent Director of the Company effective dated 24.09.2024 at the ensuing Annual General Meeting. The Board of Directors has formed an opinion that

Mr. Gaggar is a person of integrity and possesses relevant expertise and experience. The Board of Directors recommends to the members to pass the special resolution.

8. KEY MANAGERIAL PERSONNEL

a. Mr. Gaurav Swarup, Chairman and Managing Director;

b. Mr. Arun Kumar Singhania, Chief Financial Officer; &

c. Ms. Shilpishree, Company Secretary and Compliance Officer

Mr. Gaurav Swarup, Mr. Arun Kumar Singhania and Ms. Shilpishree Choudhary are also KMPs of the Holding Company PCTL. Therefore, their appointments are covered by Sec 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 to Annual Report.

• Corporate Governance Report

• Management Discussion and Analysis Report

• Financial Summar/Highlights

• Secretarial Audit Report

• Annual Secretarial Compliance Report

• Form AOC 1

• CSR Annual Report

• Certificate of non-disqualification of Directors

• Financial Statements

- Standalone Financial Statements

- Consolidated Financial Statements

9. BOARD AND COMMITTEE MEETINGS

(i) NUMBER OF MEETINGS OF THE BOARD

During the financial year under review the Board of Directors met 5 times(five) times, details of which are provided in the Corporate Governance Report.

Number of Board Meetings held during the year under review: -

Sr. No.	Date
1	18.04.2023
2	18.05.2023
3	07.08.2023
4	06.11.2023
5	07.02.2024

There have not been any instances during the year when recommendations of Audit Committee were not accepted by the Board.

(ii) BOARD COMMITTEES

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Share transfer and Investment Committee

6. Independent Directors

The details of the composition, number and dates of meetings of the Board and Committees held during the financial year 2023-2024 are provided in the Report on Corporate Governance forming part of this Annual Report. The number of meetings attended by each Director during the financial year 2023-2024 are also provided in the Report on Corporate Governance. The Independent Directors of the Company held a separate meeting during the financial year 2023-24 details of which are also provided in the Report on Corporate Governance

10. DIRECTORS RESPONSIBILITY STATEMENT

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act the Board of Directors, to the best of their knowledge and ability, confirm that: -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii) they 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;

iii) they have taken proper and sufficient care 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;

iv) they have prepared the annual accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11. AUDIT COMMITTEE

Members of the Audit Committee:

a. Mr. Probir Roy

b. Mr. Anish K. Modi

c. Mr. Debanjan Mandal

d. Ms. Devina Swarup

The Audit Committee discharges functions in accordance with the Act and LODR. Details of the said committee are set out in the Corporate Governance Report.

12. A STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

Mr. Probir Roy, Mr. Debanjan Mandal and Mr. Anish Kishore 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.

The Board of Directors have expressed opinion on the Independent Directors in the attached corporate governance report under the heading "(viii) Confirmations by Independent Directors and Boards opinion"

To comply with the SEBI regulations, Mr. Ajay Gaggar is to be appointed as an Independent Director of the Company effective dated 24.09.2024 at the ensuing annual general meeting. Mr. Ajay Gaggar has also furnished a certificate of Independence.

13. EVALUATION OF THE BOARD, ITS COMMITTEES AND MEMBERS

As required under the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of

i. Boards performance

ii. Committees of the Board

iii. Chairperson of the Board and

iv. Individual Directors.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its committees and individual Directors, including the Chairman of the Company. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India from time to time.

For evaluating the Board as a whole, views were sought from the Directors on various aspects of the Boards functioning such as degree of fulfilment of key responsibilities, Board Structure and composition, establishment, delineation of responsibilities to various committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the management.

Similarly, views from the Directors were also sought on performance of individual Directors covering various aspects such as attendance and contribution at the Board/Committee Meetings and guidance/ support to the management outside Board/Committee Meetings. In addition, the chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and promoting effective relationships and open communication, communicating effectively with all stakeholders and motivating and providing guidance to the Executive Director.

Areas on which the Committees of the Board were assessed included degree of fulfilment of key responsibilities, adequacy of Committee composition, effectiveness of meetings, Committee dynamics and quality of relationship of the Committee with the Board and the Management.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of individual Directors.

14. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND CRITERIA OF IN EPENDENCE OF DIRECTORS

Nomination and Remuneration Committee recommends to the Board appointment of director. With regard to remuneration, except Mr. Gaurav Swarup, all the Directors are non-executive directors. The Company has put in place a policy for Appointment, Remuneration and Evaluation of Directors and KMP.

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.

On recommendation of Nomination and Remuneration Committee, the Board has approved the continuation of payment profit related commission to non-executive directors including Independent Directors every year as decided by the Board from time to time.

15. ANNUAL GENERAL MEETING

Ministry of Corporate Affairs ("MCA") and SEBI have permitted the holding of Annual General Meeting through VC or OAVM without the physical presence of Members at a common venue. In compliance with the MCA and SEBI Circulars the 108th Annual General Meeting is being held through VC/OAVM. The Company has appointed Link Intime Private Limited (RTA) to provide this facility. Details are given in the Notice of the 108th Annual General Meeting. Members are requested to read the instructions in the Notice.

16. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return MGT 7 as on March 31, 2024, is available on the Companys website www.industrialprudential.com. The draft MGT 7 will be replaced by the final MGT 7 on the same website after conclusion of the 108th AGM and after uploading of the same on the MCA website.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Companys principal business is dealing in investments and securities and is registered as a Non Banking Financial Company (NBFC) with the Reserve Bank of India. In accordance with section 186 of Companies Act, 2013 details are not required to be given. However, the details of investments are given in the Note no. 08 of the Financial Statements.

18. 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 in the Form AOC 2. The details of transactions with related parties as per Ind AS 24 are provided in the accompanying financial statements.

19. 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.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

Being an investment company and not involved in any industrial or manufacturing activities, the Company has no particulars to report regarding conservation of energy and technology absorption. During the year under review, the Company did not have any foreign exchange expenditure and foreign exchange earnings.

21. RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 17(9) of the SEBI Listing Regulations. It establishes various levels of risks with its varying levels of probability, the likely impact on the business and its mitigation measures.

The Internal Auditor evaluates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting and reports to Audit committee and Board of Directors about risk assessment and management procedures and status from time to time.

22. CHANGE IN BUSINESS

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

23. DEPOSITS

The Company had no deposits at the beginning of the Financial Year. The Company not accepted any public deposits under the provisions of the Companies Act, 2013 (‘Act). The Company does not have any outstanding deposits at the end of the Financial Year.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS AND COURTS

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.

25. INTERNAL FINANCIAL CONTROL

The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and investments are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

The Internal Auditor reviews the efficiency and effectiveness of these systems and procedures. Added objectives include evaluating the reliability of financial and operational information and ensuring compliance with applicable laws and regulations. The Internal Auditors submit their Report periodically which is placed before and reviewed by the Audit Committee.

26. 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.

27. 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 38,272 Equity Shares (Previous FY: 38,942 Equity Shares)

28. 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 Rs. 18,68,500.00 for the financial year 2015-16, has been transferred during the year to the Investor Education & Protection Fund established by the Central Government.

29. TRANSFER OF SHARES UNDERLYING UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)

Till this year under review 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. As reported by the auditor, 2273 shares which were required to be transferred by 31.03.2024 remains untransferred due to administrative and technical difficulties. The same will be transferred during the current year.

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

30. REPORTING FRAUD UNDER SECTION 143(12) OF THE ACT

During the year under review, no frauds were reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Act, read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

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

The Company has put in place a Policy on Prevention of Sexual Harassment of women at Workplace and an Internal Complaints Committee has been set up to redress complaints. During the year under review, no complaint was received during the financial year under review.

32. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a vigil mechanism to provide avenues to the stakeholders to bring to the attention of the management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The details of the said policy are included in the report on Corporate Governance.

33. DISCLOSURE OF POLICIES & CODES OF THE COMPANY

The Company has adopted the following policies which are available on the website of the Company.

Sr. no.	Policy/Code
1	Policy for preservation of documents
2	Policy for determining material subsidiary
3	Materiality of related party transactions and on dealing with related party transactions
4	Policy for determination of materiality of events and information
5	Archival Policy
6	Details of familiarization programmes imparted to independent directors
7	Code of conduct for its board of directors and senior management personnel
8	Vigil Mechanism/ Whistle Blower policy
9	Policy relating to remuneration of the directors, key managerial personnel and other employees, Policy on diversity of board of directors
10	Policy on Prevention of Sexual Harassment
11	Code of Conduct to regulate, monitor and report trading by their designated persons
12	Code of Practices and Procedures for Fair Disclosure
13	Policy on Risk Management and Monitoring
14	Investment policy
15	Dividend policy
16	CSR Policy

34. STATUTORY AUDITORS

In accordance with Section 139 (1) and (2) of the Act, M/s S Jaykishan as the Statutory Auditors have been appointed for five years, to audit the accounts for the Financial Years 2022-23 to 2026-27 at the annual general meeting held on 05.08.2022.

In accordance with provision of Section 139 of the Act, the Board of Directors has received consent and certificates of eligibility and compliance of criteria under Section 141 of the Act from M/s. S Jaykishan, Chartered Accountants

35. STATUTORY AUDITORS REPORT

The Auditors Report and notes to the financial statements are self explanatory and therefore do not call for any further explanation/comments.

There are no qualifications, reservations or adverse remarks in the auditors report.

36. SECRETARIAL AUDITOR

Pursuant to provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Mayur Mehta, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith.

37. CORPORATE GOVERNANCE REPORT

The Annual Report contains a separate section on the Companys Corporate Governance practices, together with a certificate from the Companys auditor confirmation compliance as per SEBI Listing Regulations.

38. COST RECORDS AND COST AUDITORS:

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the Company.

39. ANNUAL SECRETARIAL COMPLIANCE REPORT

In accordance with the regulation 24A of the LODR Annual Secretarial Compliance Report given by Mayur Mehta, Practicing Company Secretary is annexed to this Annual Report. The Company does not have any subsidiary. The same has been filed with the BSE Ltd within prescribed time.

40. COMPLIANCE OF SECRETARIAL STANDARDS

During the financial year, the Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, i.e. SS-1 and SS-2 relating to Meetings of the Board of Directors and General Meetings, respectively.

41. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Companys CSR initiatives aims to ensure maximum benefit to the community in Health, education and sports. In view of long term commitments, the Companys spend on CSR activities has been more than the limits prescribed under Companies Act, 2013.

As per recent amendments in the CSR rules, the Company had an amount of Rs. 8,46,000 available for set off against statutory CSR amount of financial year 2021-22. Out of this, the financial year 2021-22 liability of Rs 1,55,000 was adjusted. A balance of Rs. 6,91,000 is available for set off for the Financial year 2022-23. The liability for the year 2022-23 was Rs. 72,000. The liability for the year 2023-24 was Rs. 76,000 Further, any excess amount left for set off after the completion of three financial years starting from 2021-22,2022-23 and 2023-24 i.e, 31st March 2024, will lapse.

Annual Report on Corporate Social Responsibility in accordance with Section 135 of the Act read with the Rules is attached separately to this Annual Report. CSR policy is placed on the website of the Company www.industrialprudential.com.

42. NON DISQUALFICATION OF DIRECTORS

A certificate in this regard has been given by the Secretaial Auditor and it forms part of the annual report. There is no qualification.

ACKNOWLEDGEMENTS:

We thank our members, customers and bankers for their continued support during the year. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

We thank various Ministries of Government of India and Governments of various countries where we have our operations.

	On behalf of the Board of Directors
	Gaurav Swarup
	Chairman & Managing Director
Date: 24th July, 2024
Place: Kolkata
Registered Office: Paharpur House
8/1/B Diamond Harbour Road
Kolkata 700027